-----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, QR1WvAb36cUSlxAKubYC2FFtmMP0nXie9ejsYWjU0uHqxNTl8RJ8/OqXCvHhmNBj lV4qo8y3M2VXE6uuEWce6w== 0000950137-07-014648.txt : 20070926 0000950137-07-014648.hdr.sgml : 20070926 20070926164847 ACCESSION NUMBER: 0000950137-07-014648 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20070926 DATE AS OF CHANGE: 20070926 EFFECTIVENESS DATE: 20070928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVERSOURCE LARGE CAP SERIES, INC. 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: 002-38355 FILM NUMBER: 071136976 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 SERIES INC/MN DATE OF NAME CHANGE: 20001011 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: RIVERSOURCE LARGE CAP SERIES, INC. 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: 071136978 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 SERIES INC/MN DATE OF NAME CHANGE: 20001011 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 RDCEX C000008744 RiverSource Disciplined Equity Fund Class A AQEAX C000008745 RiverSource Disciplined Equity Fund Class I ALEIX C000042888 RiverSource Disciplined Equity Fund Class R2 C000042889 RiverSource Disciplined Equity Fund Class R3 RSDEX C000042890 RiverSource Disciplined Equity Fund Class R4 RQEYX C000042891 RiverSource Disciplined Equity Fund Class R5 RSIPX C000042892 RiverSource Disciplined Equity Fund Class W RDEWX 0000049702 S000003288 RiverSource Growth Fund C000008746 RiverSource Growth Fund Class A INIDX C000008747 RiverSource Growth Fund Class B IGRBX C000008748 RiverSource Growth Fund Class C AXGCX C000008749 RiverSource Growth Fund Class I AGWIX C000042893 RiverSource Growth Fund Class W C000042894 RiverSource Growth Fund Class R2 C000042895 RiverSource Growth Fund Class R3 RSCGX C000042896 RiverSource Growth Fund Class R4 IGRYX C000042897 RiverSource Growth Fund Class R5 RSWHX 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 C000042898 RiverSource Large Cap Equity Fund Class R2 C000042899 RiverSource Large Cap Equity Fund Class R3 C000042900 RiverSource Large Cap Equity Fund Class R4 ALEYX C000042901 RiverSource Large Cap Equity Fund Class R5 0000049702 S000003290 RiverSource Large Cap Value Fund C000008756 RiverSource Large Cap Value Fund Class C RLVCX C000008758 RiverSource Large Cap Value Fund Class A ALVAX C000008759 RiverSource Large Cap Value Fund Class B ALVBX C000008760 RiverSource Large Cap Value Fund Class I ALCIX C000042902 RiverSource Large Cap Value Fund Class R2 C000042903 RiverSource Large Cap Value Fund Class R3 C000042904 RiverSource Large Cap Value Fund Class R4 RSLVX C000042905 RiverSource Large Cap Value Fund Class R5 485BPOS 1 c16788be485bpos.txt POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. _____ [ ] Post-Effective Amendment No.84 (File No. 2-38355) [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 60 (File No. 811-2111) [X] RIVERSOURCE LARGE CAP SERIES, INC. 50606 Ameriprise Financial Center Minneapolis, Minnesota 55474 Scott R. Plummer 5228 Ameriprise Financial Center Minneapolis, MN 55474 (612) 671-1947 It is proposed that this filing will become effective (check appropriate box) [ ] immediately upon filing pursuant to paragraph (b) [X] on Sept. 28, 2007 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 a previously filed post-effective amendment. Prospectus (RIVERSOURCE INVESTMENTS LOGO) RIVERSOURCE(R) DISCIPLINED EQUITY FUND PROSPECTUS SEPT. 28, 2007 RIVERSOURCE DISCIPLINED EQUITY FUND SEEKS TO PROVIDE SHAREHOLDERS WITH LONG-TERM CAPITAL GROWTH. Classes A, B, C, I, R2, R3, R4, R5 and W As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. You may qualify for sales charge discounts on purchases of Class A shares. Please notify your financial institution if you have other accounts holding shares of RiverSource funds to determine whether you qualify for a sales charge discount. See "Buying and Selling Shares" for more information. NOT FDIC INSURED - MAY LOSE VALUE - NO BANK GUARANTEE TABLE OF CONTENTS THE FUND.................................................... 3P Objective................................................... 3p Principal Investment Strategies............................. 3p Principal Risks............................................. 4p Past Performance............................................ 6p Fees and Expenses........................................... 10p Other Investment Strategies and Risks....................... 13p Fund Management and Compensation............................ 15p FINANCIAL HIGHLIGHTS........................................ 17P BUYING AND SELLING SHARES................................... S.1 Description of Share Classes................................ S.1 Investment Options -- Classes of Shares ................. S.1 Sales Charges............................................ S.5 Opening an Account....................................... S.10 Exchanging or Selling Shares................................ S.13 Exchanges................................................ S.15 Selling Shares........................................... S.17 VALUING FUND SHARES......................................... S.17 DISTRIBUTIONS AND TAXES..................................... S.18 Dividends and Capital Gain Distributions.................... S.19 Reinvestments............................................... S.19 Taxes....................................................... S.19 GENERAL INFORMATION......................................... S.20
- -------------------------------------------------------------------------------- 2P RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS THE FUND OBJECTIVE RiverSource Disciplined Equity Fund (the Fund) seeks to provide shareholders with long-term capital growth. Because any investment involves risk, achieving this objective cannot be guaranteed. Only shareholders can change the Fund's objective. PRINCIPAL INVESTMENT STRATEGIES Under normal market conditions, at least 80% of the Fund's net assets are invested in equity securities of companies listed on U.S. exchanges with market capitalizations greater than $5 billion at the time of purchase. The Fund will provide shareholders with at least 60 days' notice of any change in the 80% policy. In pursuit of the Fund's objective, the investment manager (RiverSource Investments, LLC) will choose equity investments by employing proprietary, disciplined quantitative methods. The investment manager's disciplined quantitative approach is designed to identify companies with: - - Attractive valuations, based on factors such as price-to-earnings ratios; - - Sound balance sheets; or - - Improving outlooks, based on an analysis of return patterns over time. In evaluating whether to sell a security, the investment manager considers, among other factors, whether: - - The security is overvalued relative to other potential investments. - - The company does not meet the investment manager's performance expectations. The universe of stocks from which the investment manager selects the Fund's investments primarily will be those included in the Fund's benchmark, the S&P 500 Index. In selecting stocks for the Fund to purchase or to sell, the investment manager employs a rigorous process for evaluating the relationship between the risk associated with each security and its potential for positive returns. This process includes factors such as: - - Limits on positions relative to weightings in the benchmark index. - - Limits on sector and industry allocations relative to the benchmark index. - - Limits on size of holdings relative to market liquidity. The investment manager may use derivatives such as futures, options, swaps and forward contracts, to produce incremental earnings, to hedge existing positions, maintain investment efficiency or to increase flexibility. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS 3P PRINCIPAL RISKS This Fund is designed for investors with above-average risk tolerance. Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include: ACTIVE MANAGEMENT RISK. The Fund is actively managed and its performance therefore will reflect in part the ability of the portfolio managers to select securities and to make investment decisions that are suited to achieving the Fund's investment objective. Due to its active management, the Fund could underperform other mutual funds with similar investment objectives. DERIVATIVES RISK. Derivatives are financial instruments that have a value which depends upon, or is derived from, the value of something else, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. Gains or losses involving derivative instruments may be substantial, because a relatively small price movement in the underlying security(ies), instrument, currency or index may result in a substantial gain or loss for the Fund. Derivative instruments in which the Fund invests will typically increase the Fund's exposure to Principal Risks to which it is otherwise exposed, and may expose the Fund to additional risks, including counterparty credit risk, leverage risk, hedging risk, correlation risk, and liquidity risk. Counterparty credit risk is the risk that a counterparty to the derivative instrument becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, and the Fund may obtain no recovery of its investment or may only obtain a limited recovery, and any recovery may be delayed. Hedging risk is the risk that derivative instruments used to hedge against an opposite position may offset losses, but they may also offset gains. Correlation risk is related to hedging risk and is the risk that there may be an incomplete correlation between the hedge and the opposite position, which may result in increased or unanticipated losses. Liquidity risk is the risk that the derivative instrument may be difficult or impossible to sell or terminate, which may cause the Fund to be in a position to do something the investment manager would not otherwise choose, including accepting a lower price for the derivative instrument, selling other investments or foregoing another, more appealing investment opportunity. Leverage risk is the risk that losses from the derivative instrument may be greater than the amount invested in the derivative instrument. Certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment. See the SAI for more information on derivative instruments and related risks. ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline. Poor performance may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures or other factors. - -------------------------------------------------------------------------------- 4P RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS MARKET RISK. The market value of securities may fall or fail to rise. Market risk may affect a single issuer, sector of the economy, industry, or the market as a whole. The market value of securities may fluctuate, sometimes rapidly and unpredictably. This risk is generally greater for small and mid-sized companies, which tend to be more vulnerable to adverse developments. In addition, focus on a particular style, for example, investment in growth or value securities, may cause the Fund to underperform other mutual funds if that style falls out of favor with the market. QUANTITATIVE MODEL RISK. Securities selected using quantitative methods may perform differently from the market as a whole for many reasons, including the factors used in building the quantitative analytical framework, the weights placed on each factor, and changing sources of market returns, among others. There can be no assurance that these methodologies will enable the Fund to achieve its objective. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS 5P PAST PERFORMANCE The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively: - - how the Fund's performance has varied for each full calendar year shown on the bar chart; and - - how the Fund's average annual total returns compare to recognized indexes shown on the table. Both the bar chart and the table assume that all distributions have been reinvested. The performance of different classes varies because of differences in sales charges and other fees and expenses. How the Fund has performed in the past (before and after taxes) does not indicate how the Fund will perform in the future. Performance reflects any fee waivers/expense caps in effect for the periods reported. In the absence of such fee waivers/expense caps, performance would have been lower. See "Fees and Expenses" for any current fee waivers/expense caps. Bar Chart. Class A share information is shown in the bar chart; the sales charge for Class A shares is not reflected in the bar chart. Table. The table shows total returns from hypothetical investments in Class A, Class B, Class C, Class I and Class R4 shares of the Fund. These returns are compared to the indexes shown for the same periods. For purposes of the performance calculation in the table we assumed: - - the maximum sales charge for Class A shares; - - sales at the end of the period and deduction of the applicable contingent deferred sales charge (CDSC) for Class B and Class C shares; - - no sales charge for Class I and Class R4 shares; and - - with the exception of Class A shares, no adjustments for taxes paid by an investor on the reinvested income and capital gains. - -------------------------------------------------------------------------------- 6P RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS AFTER-TAX RETURNS After-tax returns are shown only for Class A shares. After-tax returns for the other classes will vary. After-tax returns are calculated using the highest historical individual federal marginal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns will depend on your tax situation and most likely will differ from the returns shown in the table. If you hold your shares in a tax-deferred account, such as a 401(k) plan or an IRA, the after-tax returns do not apply to you since you will not incur taxes until you begin to withdraw from your account. The return after taxes on distributions for a period may be the same as the return before taxes for the same period if there were no distributions or if the distributions were small. The return after taxes on distributions and sale of Fund shares for a period may be greater than the return before taxes for the same period if there was a tax loss realized on sale of Fund shares. The benefit of the tax loss (since it can be used to offset other gains) may result in a higher return. - -------------------------------------------------------------------------------- CLASS A SHARE PERFORMANCE (BASED ON CALENDAR YEARS) (BAR CHART) +9.96% +6.20% +16.47% 2004 2005 2006
During the periods shown in the bar chart, the highest return for a calendar quarter was +9.77% (quarter ended Dec. 31, 2004) and the lowest return for a calendar quarter was -3.05% (quarter ended Sept. 30, 2004). The 5.75% sales charge applicable to Class A shares of the Fund is not reflected in the bar chart; if reflected, returns would be lower than those shown. The performance of other classes may vary from that shown because of differences in expenses. The Fund's Class A year-to-date return at June 30, 2007 was +7.45%. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS 7P AVERAGE ANNUAL TOTAL RETURNS (FOR PERIODS ENDED DEC. 31, 2006)
SINCE INCEPTION SINCE (CLASSES A, INCEPTION 1 YEAR B, C & R4) (CLASS I) RiverSource Disciplined Equity Fund: Class A Return before taxes +9.78% +13.31%(a) N/A Return after taxes on distributions +7.22% +11.82%(a) N/A Return after taxes on distributions and sale of fund shares +7.21% +10.83%(a) N/A Class B Return before taxes +10.68% +13.70%(a) N/A Class C Return before taxes +14.48% +14.24%(a) N/A Class I Return before taxes +16.78% N/A +14.20%(b) Class R4* Return before taxes +16.74% +15.38%(a) N/A S&P 500 Index (reflects no deduction for fees, expenses or taxes) +15.79% +14.70%(c) +13.11%(d) Lipper Large-Cap Core Funds Index +13.39% +12.84%(c) +12.04%(d)
* Effective Dec. 11, 2006, Class Y was renamed Class R4. (a) Inception date is April 24, 2003. (b) Inception date is July 15, 2004. (c) Measurement period started May 1, 2003. (d) Measurement period started Aug. 1, 2004. The Standard & Poor's 500 Index (S&P 500 Index), an unmanaged index of common stocks, is frequently used as a general measure of market performance. The index reflects reinvestment of all distributions and changes in market prices. The Lipper Large-Cap Core Funds Index includes the 30 largest large-cap core funds tracked by Lipper Inc. The index's returns include net reinvested dividends. The Fund's performance is currently measured against this index for purposes of determining the performance incentive adjustment. See "Fund Management and Compensation" for more information. - -------------------------------------------------------------------------------- 8P RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS Classes R2, R3, R5 and W have not been in existence for a full calendar year and therefore performance information for these classes is not shown. Past performance for Class R2 for the period prior to the beginning of operations for that class may be calculated based on the performance of Class B. Past performance for Class R3 and Class W for the period prior to the beginning of operations for that class may be calculated based on the performance of Class A. Past performance for Class R5 for the period prior to the beginning of operations for that class may be calculated based on the performance of Class R4. In each case, the blended class performance will be adjusted to reflect differences in sales charges, but not differences in annual Fund operating expenses (for example, 12b-1 fees). The use of blended performance generally results in higher performance for classes with higher operating expenses than those of the class with which they are blended, and lower performance for classes with lower operating expenses than those of the class with which they are blended. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS 9P FEES AND EXPENSES Fund investors pay various expenses. The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Expenses are based on the Fund's most recent fiscal year, adjusted to reflect current fees. SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS I CLASS R2 CLASS R3 CLASS R4(b) CLASS R5 CLASS A CLASS B CLASS C CLASS W Maximum sales charge (load) imposed on purchases (as a percentage of offering price) 5.75%(a) None None None Maximum deferred sales charge (load) imposed on sales (as a percentage of offering price at time of purchase) None 5% 1% None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS: CLASS A CLASS B CLASS C CLASS W Management fees(c) 0.61% 0.61% 0.61% 0.61% Distribution (12b-1) fees 0.25% 1.00% 1.00% 0.25% Other expenses(d) 0.19% 0.21% 0.20% 0.32% Total annual fund operating expenses 1.05% 1.82% 1.81% 1.18% Fee waiver/expense reimbursement 0.00% 0.00% 0.00% 0.00% Total annual (net) fund operating expenses(e) 1.05% 1.82% 1.81% 1.18%
CLASS CLASS I CLASS R2 CLASS R3 R4(b) CLASS R5 Management fees(c) 0.61% 0.61% 0.61% 0.61% 0.61% Distribution (12b-1) fees 0.00% 0.50% 0.25% 0.00% 0.00% Other expenses(d) 0.09% 0.38% 0.39% 0.39% 0.14% Total annual fund operating expenses 0.70% 1.49% 1.25% 1.00% 0.75% Fee waiver/expense reimbursement 0.00% 0.00% 0.00% 0.09% 0.00% Total annual (net) fund operating expenses(e) 0.70% 1.49% 1.25% 0.91% 0.75%
(a) This charge may be reduced depending on the value of your total investments in RiverSource Funds. See "Sales Charges." (b) Effective Dec. 11, 2006, the following changes were implemented: renaming Class Y as Class R4, terminating the shareholder servicing agreement, revising the fee structure under the transfer agent agreement from account-based to asset-based, and adopting a plan administration services agreement. (c) Includes the impact of a performance incentive adjustment fee that increased the management fee by 0.03% for the most recent fiscal year. The index against which the Fund's performance is measured for purposes of determining the performance incentive adjustment is the Lipper Large-Cap Core Funds Index. See "Fund Management and Compensation" for more information. (d) Other expenses include an administrative services fee, a transfer agency fee, a custody fee, other nonadvisory expenses and, for Class R2, Class R3 and Class R4, a plan administration services fee. Other expenses may also include fees and expenses of affiliated and unaffiliated funds (acquired funds) which the Fund indirectly bears when it invests in the acquired funds. Because acquired funds will have varied expense and fee levels - -------------------------------------------------------------------------------- 10P RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS and the Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred by the Fund with respect to such investments will vary. (e) The investment manager and its affiliates have contractually agreed to waive certain fees and to absorb certain expenses until July 31, 2008, unless sooner terminated at the discretion of the Fund's Board. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment, will not exceed 1.09% for Class A, 1.85% for Class B, 1.85% for Class C, 0.78% for Class I, 1.58% for Class R2, 1.33% for Class R3, 0.88% for Class R4, 0.83% for Class R5 and 1.23% for Class W. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS 11P EXAMPLES These examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. These examples assume that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. These examples also assume that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS Class A(a) $676 $890 $1,122 $1,788 Class B $685(b) $973(b) $1,186(b) $1,939(c) Class C $284(b) $570 $ 981 $2,132 Class I $ 72 $224 $ 390 $ 874 Class R2 $152 $471 $ 814 $1,785 Class R3 $127 $397 $ 687 $1,516 Class R4 $ 93 $310 $ 545 $1,221 Class R5 $ 77 $240 $ 418 $ 934 Class W $120 $375 $ 650 $1,437
(a) Includes a 5.75% sales charge. (b) Includes the applicable CDSC. (c) Based on conversion of Class B shares to Class A shares in the ninth year of ownership. You would pay the following expenses if you did not redeem your shares:
1 YEAR 3 YEARS 5 YEARS 10 YEARS Class A(a) $676 $890 $1,122 $1,788 Class B $185 $573 $ 986 $1,939(b) Class C $184 $570 $ 981 $2,132 Class I $ 72 $224 $ 390 $ 874 Class R2 $152 $471 $ 814 $1,785 Class R3 $127 $397 $ 687 $1,516 Class R4 $ 93 $310 $ 545 $1,221 Class R5 $ 77 $240 $ 418 $ 934 Class W $120 $375 $ 650 $1,437
(a) Includes a 5.75% sales charge. (b) Based on conversion of Class B shares to Class A shares in the ninth year of ownership. - -------------------------------------------------------------------------------- 12P RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS OTHER INVESTMENT STRATEGIES AND RISKS Other Investment Strategies. In addition to the principal investment strategies previously described, the Fund may utilize investment strategies that are not principal investment strategies, including investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange traded funds(ETFs), also referred to as "acquired funds") ownership of which results in the Fund bearing its proportionate share of the acquired funds' fees and expenses. Although ETFs are designed to replicate the price and yield of a specified market index, there is no guarantee that an ETF will track its specified market index, which may result in a loss. For more information on strategies and holdings, and the risks of such strategies, including derivative instruments that the Fund may use, see the Fund's Statement of Additional Information (SAI) and its annual and semiannual reports. Unusual Market Conditions. During unusual market conditions, the Fund may temporarily invest more of its assets in money market securities than during normal market conditions. Although investing in these securities would serve primarily to attempt to avoid losses, this type of investing also could prevent the Fund from achieving its investment objective. During these times, the portfolio managers may make frequent securities trades that could result in increased fees, expenses and taxes, and decreased performance. Instead of investing in money market securities directly, the Fund may invest in shares of an affiliated money market fund. See "Cash Reserves" for more information. Securities Transaction Commissions. Securities transactions involve the payment by the Fund of brokerage commissions to broker-dealers, on occasion as compensation for research or brokerage services (commonly referred to as "soft dollars"), as the portfolio managers buy and sell securities for the Fund in pursuit of its objective. A description of the policies governing the Fund's securities transactions and the dollar value of brokerage commissions paid by the Fund are set forth in the SAI. The brokerage commissions set forth in the SAI do not include implied commissions or mark-ups (implied commissions) paid by the Fund for principal transactions (transactions made directly with a dealer or other counterparty), including most fixed income securities (and certain other instruments, including derivatives). Brokerage commissions do not reflect other elements of transaction costs, including the extent to which the Fund's purchase and sale transactions may cause the market to move and change the market price for an investment. Although brokerage commissions and implied commissions are not reflected in the expense table under "Fees and Expenses," they are reflected in the total return of the Fund. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS 13P Portfolio Turnover. Trading of securities may produce capital gains, which are taxable to shareholders when distributed. Active trading may also increase the amount of brokerage commissions paid or mark-ups to broker-dealers that the Fund pays when it buys and sells securities. Capital gains and increased brokerage commissions or mark-ups paid to broker-dealers may adversely affect a fund's performance. The Fund's historical portfolio turnover rate, which measures how frequently the Fund buys and sells investments, is shown in the "Financial Highlights." Directed Brokerage. The Fund's Board of Directors (Board) has adopted a policy prohibiting the investment manager, or any subadviser, from considering sales of shares of the Fund as a factor in the selection of broker-dealers through which to execute securities transactions. Additional information regarding securities transactions can be found in the SAI. - -------------------------------------------------------------------------------- 14P RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS FUND MANAGEMENT AND COMPENSATION INVESTMENT MANAGER RiverSource Investments, LLC (the investment manager or RiverSource Investments), 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474, is the investment manager to the RiverSource funds, and is a wholly-owned subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial). Ameriprise Financial is a financial planning and financial services company that has been offering solutions for clients' asset accumulation, income management and protection needs for more than 110 years. In addition to managing investments for all of the RiverSource funds, RiverSource Investments manages investments for itself and its affiliates. For institutional clients, RiverSource Investments and its affiliates provide investment management and related services, such as separate account asset management, and institutional trust and custody, as well as other investment products. For all of its clients, RiverSource Investments seeks to allocate investment opportunities in an equitable manner over time. See the SAI for more information. The Fund pays RiverSource Investments a fee for managing its assets. Under the Investment Management Services Agreement (Agreement), the fee for the most recent fiscal year was 0.61% of the Fund's average daily net assets, including an adjustment under the terms of a performance incentive arrangement. The adjustment is computed by comparing the Fund's performance to the performance of an index of comparable funds published by Lipper Inc. The index against which the Fund's performance is currently measured for purposes of the performance incentive adjustment is the Lipper Large-Cap Core Funds Index. In certain circumstances, the Fund's Board may approve a change in the index. The maximum adjustment (increase or decrease) is 0.12% of the Fund's average net assets on an annual basis. Under the Agreement, the Fund also pays taxes, brokerage commissions, and nonadvisory expenses. A discussion regarding the basis for the Board approving the Agreement is available in the Fund's most recent annual or semiannual shareholder report. Portfolio Manager(s). The portfolio managers responsible for the Fund's day-to- day management are: Dimitris J. Bertsimas, Ph.D., Senior Portfolio Manager - - Managed the Fund since 2003. - - Joined RiverSource Investments as a portfolio manager and leader of the Disciplined Equity and Asset Allocation Team in 2002. - - Co-founded Dynamic Ideas, LLC, a consulting firm that specialized in the development of quantitative tools for the asset management industry, where he served as Managing Partner, 1999 to 2002. Currently, Boeing Professor of Operations Research, Sloan School of Management and the Operations Research Center, MIT. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS 15P - - Began investment career as a consultant to asset managers in 1993; became portfolio manager in 2002. - - MS and Ph.D., MIT. Gina K. Mourtzinou, Ph.D., Portfolio Manager - - Managed the Fund since 2003. - - Joined RiverSource Investments as a portfolio manager and member of the Disciplined Equity and Asset Allocation Team in 2002. - - Co-founded Dynamic Ideas, LLC, a consulting firm that specialized in the development of quantitative tools for the asset management industry, where she served as Vice President of Research and Analytics, 1999 to 2002. - - Began investment career as a consultant to asset managers in 1996; became portfolio manager in 2002. - - Ph.D., MIT. The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund. - -------------------------------------------------------------------------------- 16P RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS FINANCIAL HIGHLIGHTS THE FINANCIAL HIGHLIGHTS TABLES ARE INTENDED TO HELP YOU UNDERSTAND THE FUND'S FINANCIAL PERFORMANCE. CERTAIN INFORMATION REFLECTS FINANCIAL RESULTS FOR A SINGLE FUND SHARE. THE TOTAL RETURNS IN THE TABLES REPRESENT THE RATE THAT AN INVESTOR WOULD HAVE EARNED OR LOST ON AN INVESTMENT IN THE FUND (ASSUMING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS). THE INFORMATION FOR THE FISCAL YEAR ENDED JULY 31, 2007 HAS BEEN DERIVED FROM THE FINANCIAL STATEMENTS AUDITED BY ERNST & YOUNG LLP, WHOSE REPORT, ALONG WITH THE FUND'S FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS, IS INCLUDED IN THE ANNUAL REPORT WHICH, IF NOT INCLUDED WITH THIS PROSPECTUS, IS AVAILABLE UPON REQUEST. THE INFORMATION FOR THE PERIODS ENDED ON OR BEFORE JULY 31, 2006 HAS BEEN AUDITED BY KPMG LLP. CLASS A
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003(B) Net asset value, beginning of period $6.74 $6.70 $5.95 $5.44 $5.00 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .08(c) .06 .04 .02 .01 Net gains (losses) (both realized and unrealized) .97 .35 .90 .63 .43 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 1.05 .41 .94 .65 .44 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.06) (.06) (.03) (.02) -- Distributions from realized gains (.51) (.31) (.16) (.12) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.57) (.37) (.19) (.14) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $7.22 $6.74 $6.70 $5.95 $5.44 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $1,410 $1,368 $28 $13 $8 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) 1.03% 1.02% 1.25% 1.13% 1.22%(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.13% .95% .84% .65% .81%(g) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% 137% 64% 64% 17% - ----------------------------------------------------------------------------------------------------------- Total return(h) 15.92% 6.25% 15.95% 11.99% 8.80%(i) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from April 24, 2003 (when shares became publicly available) to July 31, 2003. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class A would have been 1.05%, 1.05%, 1.35%, 1.91% and 7.39% for the periods ended July 31, 2007, 2006, 2005, 2004 and 2003, respectively. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS 17P CLASS B
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003(B) Net asset value, beginning of period $6.65 $6.62 $5.90 $5.43 $5.00 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .03(c) .01 .02 (.02) -- Net gains (losses) (both realized and unrealized) .96 .34 .86 .61 .43 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .99 .35 .88 .59 .43 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.01) (.01) -- -- -- Distributions from realized gains (.51) (.31) (.16) (.12) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.52) (.32) (.16) (.12) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $7.12 $6.65 $6.62 $5.90 $5.43 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $62 $73 $9 $3 $1 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) 1.79% 1.82% 2.04% 1.95% 2.01%(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .37% .20% .06% (.16%) (.08%)(g) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% 137% 64% 64% 17% - ----------------------------------------------------------------------------------------------------------- Total return(h) 15.18% 5.42% 15.03% 10.95% 8.60%(i) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from April 24, 2003 (when shares became publicly available) to July 31, 2003. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class B would have been 1.82%, 1.85%, 2.13%, 2.73% and 8.18% for the periods ended July 31, 2007, 2006, 2005, 2004 and 2003, respectively. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- 18P RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS CLASS C
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003(B) Net asset value, beginning of period $6.65 $6.62 $5.90 $5.43 $5.00 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .03(c) .01 .01 (.02) -- Net gains (losses) (both realized and unrealized) .96 .35 .87 .61 .43 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .99 .36 .88 .59 .43 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.02) (.02) -- -- -- Distributions from realized gains (.51) (.31) (.16) (.12) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.53) (.33) (.16) (.12) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $7.11 $6.65 $6.62 $5.90 $5.43 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $3 $3 $-- $-- $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) 1.79% 1.81% 2.06% 1.95% 2.01%(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .36% .20% .02% (.17%) (.05%)(g) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% 137% 64% 64% 17% - ----------------------------------------------------------------------------------------------------------- Total return(h) 15.14% 5.51% 15.03% 10.96% 8.60%(i) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from April 24, 2003 (when shares became publicly available) to July 31, 2003. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class C would have been 1.81%, 1.84%, 2.13%, 2.73% and 8.20% for the periods ended July 31, 2007, 2006, 2005, 2004 and 2003, respectively. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS 19P CLASS I
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004(B) Net asset value, beginning of period $6.78 $6.73 $5.96 $5.99 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .11(c) .08 .04 .02 Net gains (losses) (both realized and unrealized) .97 .36 .92 (.05) - ----------------------------------------------------------------------------------------------------------- Total from investment operations 1.08 .44 .96 (.03) - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) (.08) (.03) -- Distributions from realized gains (.51) (.31) (.16) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.59) (.39) (.19) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $7.27 $6.78 $6.73 $5.96 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $441 $252 $82 $9 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) .67%(f) .70%(f) .91% .93%(f),(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.47% 1.41% 1.19% 5.35%(g) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% 137% 64% 64% - ----------------------------------------------------------------------------------------------------------- Total return(h) 16.29% 6.73% 16.29% (.50%)(i) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from July 15, 2004 (inception date) to July 31, 2004. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class I would have been 0.70%, 0.72% and 1.27% for the periods ended July 31, 2007, 2006 and 2004, respectively. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- 20P RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS CLASS R2
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $7.57 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .03(c) Net gains (losses) (both realized and unrealized) .20 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .23 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) Distributions from realized gains (.51) - ----------------------------------------------------------------------------------------------------------- Total distributions (.59) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $7.21 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) 1.48%(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .55%(g) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% - ----------------------------------------------------------------------------------------------------------- Total return(h) 3.31%(i) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratio of expenses for Class R2 would have been 1.49% for the period ended July 31, 2007. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS 21P CLASS R3
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $7.57 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .04(c) Net gains (losses) (both realized and unrealized) .20 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .24 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) Distributions from realized gains (.51) - ----------------------------------------------------------------------------------------------------------- Total distributions (.59) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $7.22 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) 1.22%(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .81%(g) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% - ----------------------------------------------------------------------------------------------------------- Total return(h) 3.46%(i) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratio of expenses for Class R3 would have been 1.24% for the period ended July 31, 2007. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- 22P RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS CLASS R4*
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003(B) Net asset value, beginning of period $6.76 $6.71 $5.95 $5.45 $5.00 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .09(c) .07 .05 .03 .01 Net gains (losses) (both realized and unrealized) .98 .36 .91 .61 .44 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 1.07 .43 .96 .64 .45 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.07) (.07) (.04) (.02) -- Distributions from realized gains (.51) (.31) (.16) (.12) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.58) (.38) (.20) (.14) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $7.25 $6.76 $6.71 $5.95 $5.45 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $158 $224 $-- $-- $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) .87% .84% 1.06% .98% 1.01%(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.29% 1.10% 1.03% .78% .90%(g) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% 137% 64% 64% 17% - ----------------------------------------------------------------------------------------------------------- Total return(h) 16.15% 6.48% 16.25% 11.87% 9.00%(i) - -----------------------------------------------------------------------------------------------------------
* Effective Dec. 11, 2006, Class Y was renamed Class R4. (a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from April 24, 2003 (when shares became publicly available) to July 31, 2003. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class R4 would have been 0.95%, 0.87%, 1.18%, 1.76% and 7.20% for the periods ended July 31, 2007, 2006, 2005, 2004 and 2003, respectively. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS 23P CLASS R5
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $7.57 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .06(c) Net gains (losses) (both realized and unrealized) .20 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .26 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) Distributions from realized gains (.51) - ----------------------------------------------------------------------------------------------------------- Total distributions (.59) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $7.24 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) .74%(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.28%(g) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% - ----------------------------------------------------------------------------------------------------------- Total return(h) 3.76%(i) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratio of expenses for Class R5 would have been 0.75% for the period ended July 31, 2007. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- 24P RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS CLASS W
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $7.46 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .03(c) Net gains (losses) (both realized and unrealized) .32 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .35 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) Distributions from realized gains (.51) - ----------------------------------------------------------------------------------------------------------- Total distributions (.59) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $7.22 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $745 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) 1.13%(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .59%(g) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% - ----------------------------------------------------------------------------------------------------------- Total return(h) 5.01%(i) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 1, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratio of expenses for Class W would have been 1.18% for the period ended July 31, 2007. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 PROSPECTUS 25P BUYING AND SELLING SHARES The RiverSource funds are available through broker-dealers, certain 401(k) or other qualified and nonqualified plans, banks, or other financial intermediaries or institutions (financial institutions). THESE FINANCIAL INSTITUTIONS MAY CHARGE YOU ADDITIONAL FEES FOR THE SERVICES THEY PROVIDE AND THEY MAY HAVE DIFFERENT POLICIES NOT DESCRIBED IN THIS PROSPECTUS. Some policy differences may include different minimum investment amounts, exchange privileges, fund choices and cutoff times for investments. Additionally, recordkeeping, transaction processing and payments of distributions relating to your account may be performed by the financial institutions through which shares are held. Since the fund may not have a record of your transactions, you should always contact the financial institution through which you purchased the fund to make changes to or give instructions concerning your account or to obtain information about your account. The fund, the distributor and the transfer agent are not responsible for the failure of one of these financial institutions to carry out its obligations to its customers. DESCRIPTION OF SHARE CLASSES INVESTMENT OPTIONS -- CLASSES OF SHARES The RiverSource funds offer different classes of shares. There are differences among the fees and expenses for each class. See the "Fees and Expenses" table for more information. Not everyone is eligible to buy every class. After determining which classes you are eligible to buy, decide which class best suits your needs. Your financial institution can help you with this decision. The following table shows the key features of each class. (The cover of this prospectus indicates which classes are currently offered for this Fund.) INVESTMENT OPTIONS SUMMARY See the "Fees and Expenses" table to determine which classes are offered by this fund.
CONTINGENT PLAN INITIAL DEFERRED SALES DISTRIBUTION AND ADMINISTRATION AVAILABILITY SALES CHARGE CHARGE (CDSC) SERVICE FEE(A) FEE - ------------------------------------------------------------------------------------------------------------- Class A Available to Yes. Payable at No. Yes. No. all investors. time of purchase. 0.25% Lower sales charge for larger investments. - ------------------------------------------------------------------------------------------------------------- Class Available to No. Entire Maximum 5% CDSC during Yes. No. B(b) all investors. purchase price is the first year decreasing 1.00% invested in to 0% after six years. shares of the fund. - -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- S.1 S-6400-4
INVESTMENT OPTIONS SUMMARY (CONTINUED) CONTINGENT PLAN INITIAL DEFERRED SALES DISTRIBUTION AND ADMINISTRATION AVAILABILITY SALES CHARGE CHARGE (CDSC) SERVICE FEE(A) FEE - ------------------------------------------------------------------------------------------------------------- Class C Available to No. Entire 1% CDSC may apply if you Yes. No. all investors. purchase price is sell shares within one 1.00% invested in year after purchase. shares of the fund. - ------------------------------------------------------------------------------------------------------------- Class I Limited to No. No. No. No. qualifying institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R2 Limited to No. No. Yes. Yes. qualifying 0.50% 0.25% institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R3 Limited to No. No. Yes. Yes. qualifying 0.25% 0.25% institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R4 Limited to No. No. No. Yes. qualifying 0.25% institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R5 Limited to No. No. No. No. qualifying institutional investors. - ------------------------------------------------------------------------------------------------------------- Class W Limited to No. No. Yes. No. qualifying 0.25% discretionary managed accounts. - -------------------------------------------------------------------------------------------------------------
(a) For Class A, Class B, Class C, Class R2, Class R3 and Class W shares, each fund has adopted a plan under Rule 12b-1 of the Investment Company Act of 1940, as amended, that allows it to pay distribution and shareholder servicing-related expenses for the sale of shares. Because these fees are paid out of a fund's assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of distribution (sales) or servicing charges. (b) See "Buying and Selling Shares, Sales Charges, Class B and Class C -- contingent deferred sales charge alternative" for more information on the timing of conversion of Class B shares to Class A shares. Timing will vary depending on the date of your original purchase of the Class B shares. DISTRIBUTION AND SERVICE FEES The distribution and shareholder servicing fees for Class A, Class B, Class C, Class R2, Class R3 and Class W are subject to the requirements of Rule 12b-1 under the Investment Company Act of 1940, as amended, and are used to reimburse the distributor for certain expenses it incurs in connection with distributing a fund's shares and providing services to fund shareholders. These expenses include payment of distribution and shareholder servicing fees to financial institutions that sell shares of the fund, up to 0.50% of the average daily net assets of Class R2 shares sold and held through them and up to 0.25% of the average daily net assets of Class A, Class B, Class C, Class R3 and Class W shares sold and held through them. For Class A, Class B, Class R2, Class R3 and Class W shares, the distributor begins to pay these fees immediately after purchase. For Class C shares, the distributor begins to pay these fees one year after - -------------------------------------------------------------------------------- S.2 purchase. Financial institutions also receive distribution fees up to 0.75% of the average daily net assets of Class C shares sold and held through them, which the distributor begins to pay one year after purchase. For Class B shares, and, for the first year after sale only, for Class C shares, the fund's distributor retains the distribution fee of up to 0.75% in order to finance the payment of sales commissions to financial institutions that sell Class B shares, and to pay for other distribution related expenses. Financial institutions may compensate their financial advisors with the shareholder servicing and distribution fees paid to them by the distributor. PLAN ADMINISTRATION FEE Class R2, Class R3 and Class R4 pay an annual plan administration services fee for the provision of various administrative, recordkeeping, communication and educational services. The fee for Class R2, Class R3 and Class R4 is equal on an annual basis to 0.25% of assets attributable to the respective class. DETERMINING WHICH CLASS OF SHARES TO PURCHASE CLASS A, CLASS B AND CLASS C SHARES If your investments in RiverSource funds total $100,000 or more, Class A shares may be the better option because the sales charge is reduced for larger purchases. If you invest less than $100,000, consider how long you plan to hold your shares. Class B shares have a higher annual distribution fee than Class A shares and a CDSC for six years. Class B shares convert to Class A shares in the ninth year of ownership. Class B shares purchased through reinvested dividends and distributions also will convert to Class A shares in the same proportion as the other Class B shares. Class C shares also have a higher annual distribution fee than Class A shares. Class C shares have no sales charge if you hold the shares for longer than one year. Unlike Class B shares, Class C shares do not convert to Class A. As a result, you will pay a distribution fee for as long as you hold Class C shares. If you choose a deferred sales charge option (Class B or Class C), you should consider the length of time you intend to hold your shares. To help you determine which investment is best for you, consult your financial institution. CLASS I SHARES. The following eligible investors may purchase Class I shares: - - Any fund distributed by RiverSource Distributors, Inc. and Ameriprise Financial Services, if the fund seeks to achieve its investment objective by investing primarily in shares of the fund and other RiverSource funds. Class I shares may be purchased, sold or exchanged only through the distributor or an authorized financial institution. - -------------------------------------------------------------------------------- S.3 CLASS R SHARES. The following eligible institutional investors may purchase Class R2, Class R3, Class R4 and Class R5 shares: - - Qualified employee benefit plans. - - Trust companies or similar institutions, and charitable organizations that meet the definition in Section 501(c)(3) of the Internal Revenue Code. - - Non-qualified deferred compensation plans whose participants are included in a qualified employee benefit plan described above. - - State sponsored college savings plans established under Section 529 of the Internal Revenue Code. - - Health Savings Accounts (HSAs) created pursuant to public law 108-173. Additionally, if approved by the distributor, the following eligible institutional investors may purchase Class R5 shares: - - Institutional or corporate accounts above a threshold established by the distributor (currently $1 million per fund or $10 million in all RiverSource funds). - - Bank Trusts departments. Class R shares generally are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Educational Savings Accounts, SEPs, SAR- SEPs, SIMPLE IRAs and individual 403(b) plans. Class R shares may be purchased, sold or exchanged only through the distributor or an authorized financial institution. CLASS W SHARES. The following eligible investors may purchase Class W shares: - - Investors purchasing through authorized investment programs managed by investment professionals, including discretionary managed account programs. Class W shares may be purchased, sold or exchanged only through the distributor or an authorized financial institution. Shares originally purchased in a discretionary managed account may continue to be held in Class W outside of a discretionary managed account, but no additional Class W purchases may be made and no exchanges to Class W shares of another fund may be made outside of a discretionary managed account. IN ADDITION, FOR CLASS I, CLASS R AND CLASS W SHARES, THE DISTRIBUTOR, IN ITS SOLE DISCRETION, MAY ACCEPT INVESTMENTS FROM OTHER PURCHASERS NOT LISTED ABOVE. For more information, see the SAI. - -------------------------------------------------------------------------------- S.4 SALES CHARGES CLASS A -- INITIAL SALES CHARGE ALTERNATIVE Your purchase price for Class A shares is generally the net asset value (NAV) plus a front-end sales charge. The distributor receives the sales charge and re-allows a portion of the sales charge to the financial institution through which you purchased the shares. The distributor retains the balance of the sales charge. Sales charges vary depending on the amount of your purchase. SALES CHARGE* FOR CLASS A SHARES:
MAXIMUM AS A % OF AS A % OF NET RE-ALLOWANCE AS A % TOTAL MARKET VALUE PURCHASE PRICE** AMOUNT INVESTED OF PURCHASE PRICE - ---------------------------------------------------------------------------------------- Up to $49,999 5.75% 6.10% 5.00% $50,000 -- $99,999 4.75 4.99 4.00 $100,000 -- $249,999 3.50 3.63 3.00 $250,000 -- $499,999 2.50 2.56 2.15 $500,000 -- $999,999 2.00 2.04 1.75 $1,000,000 or more 0.00 0.00 0.00***
* Because of rounding in the calculation of the offering price, the portion of the sales charge retained by the distributor may vary and the actual sales charge you pay may be more or less than the sales charge calculated using these percentages. ** Purchase price includes the sales charge. ***Although there is no sales charge for purchases with a total market value over $1,000,000, and therefore no re-allowance, the distributor may pay a financial institution the following: a sales commission of up to 1.00% for a sale with a total market value of $1,000,000 to $2,999,999; a sales commission up to 0.50% for a sale of $3,000,000 to $9,999,999; and a sales commission up to 0.25% for a sale of $10,000,000 or more. INITIAL SALES CHARGE -- RIGHTS OF ACCUMULATION. You may be able to reduce the sales charge on Class A shares, based on the combined market value of your accounts. The current market values of the following investments are eligible to be added together for purposes of determining the sales charge on your purchase: - - Your current investment in a fund; and - - Previous investments you and members of your primary household group have made in Class A, Class B or Class C shares in the fund and other RiverSource funds, provided your investment was subject to a sales charge. Your primary household group consists of you, your spouse or domestic partner and your unmarried children under age 21 sharing a mailing address. The following accounts are eligible to be included in determining the sales charge on your purchase: - - Individual or joint accounts; - -------------------------------------------------------------------------------- S.5 - - Roth and traditional IRAs, SEPs, SIMPLEs and TSCAs, provided they are invested in Class A, Class B or Class C shares that were subject to a sales charge; - - UGMA/UTMA accounts for which you, your spouse, or your domestic partner is parent or guardian of the minor child; - - Revocable trust accounts for which you or a member of your primary household group, individually, is the beneficiary; - - Accounts held in the name of your, your spouse's, or your domestic partner's sole proprietorship or single owner limited liability company or S corporation; and - - Qualified retirement plan assets, provided that you are the sole owner of the business sponsoring the plan, are the sole participant (other than a spouse) in the plan, and have no intention of adding participants to the plan. The following accounts are NOT eligible to be included in determining the sales charge on your purchase: - - Accounts of pension and retirement plans with multiple participants, such as 401(k) plans (which are combined to reduce the sales charge for the entire pension or retirement plan and therefore are not used to reduce the sales charge for your individual accounts); - - Investments in Class A shares where the sales charge is waived, for example, purchases through wrap accounts; - - Investments in Class D, Class E, Class I, Class R2, Class R3, Class R4, Class R5, Class W or Class Y shares; - - Investments in 529 plans, donor advised funds, variable annuities, variable life insurance products, wrap accounts or managed separate accounts; and - - Charitable and irrevocable trust accounts. If you purchase RiverSource fund shares through different financial institutions, and you want to include those assets toward a reduced sales charge, you must inform your financial institution in writing about the other accounts when placing your purchase order. Contact your financial institution to determine what information is required. Unless you provide your financial institution in writing with information about all of the accounts that may count toward a sales charge reduction, there can be no assurance that you will receive all of the reductions for which you may be eligible. You should request that your financial institution provide this information to the fund when placing your purchase order. For more information on rights of accumulation, please see the SAI. - -------------------------------------------------------------------------------- S.6 INITIAL SALES CHARGE -- LETTER OF INTENT (LOI). Generally, if you intend to invest $50,000 or more over a period of 13 months or less, you may be able to reduce the front-end sales charges for investments in Class A shares by completing and filing a LOI form. The LOI becomes effective only after the form is processed in good order by the fund. An LOI can be backdated up to a maximum of 90 days. If the LOI is backdated, you may include prior investments in Class A shares that were charged a front-end sales load toward the LOI commitment amount. If the LOI is backdated, the 13-month period begins on the date of the earliest purchase included in the LOI. Holdings More than 90 Days Old. Purchases made more than 90 days before your LOI is processed by the fund will not be counted toward the commitment amount of the LOI and cannot be used as the starting point for the LOI. While these purchases cannot be included in an LOI, they may help you obtain a reduced sales charge on future purchases as described in "Initial Sales Charge -- Rights of Accumulation." Notification Obligation. You must request the reduced sales charge when you buy shares. If you do not complete and file the LOI form, or do not request the reduced sales charge at the time of purchase, you will not be eligible for the reduced sales charge. You should request that your financial institution provide this information to the fund when placing your purchase order. For more details on LOIs, please contact your financial institution or see the SAI. INITIAL SALES CHARGE -- WAIVERS OF THE SALES CHARGE FOR CLASS A SHARES. Sales charges do not apply to: - - current or retired Board members, officers or employees of RiverSource funds or RiverSource Investments or its affiliates, their spouses or domestic partners, children, parents and their spouse's or domestic partner's parents. - - current or retired Ameriprise Financial Services, Inc. (Ameriprise Financial Services) financial advisors, employees of financial advisors, their spouses or domestic partners, children, parents and their spouse's or domestic partner's parents. - - registered representatives and other employees of financial institutions having a selling agreement with the distributor, including their spouses, domestic partners, children, parents and their spouse's or domestic partner's parents. - - portfolio managers employed by subadvisers of the RiverSource funds, including their spouses or domestic partners, children, parents and their spouse's or domestic partner's parents. - - qualified employee benefit plans offering participants daily access to RiverSource funds. Eligibility must be determined in advance. For assistance, please contact your financial institution. - - direct rollovers from qualified employee benefit plans, provided that the rollover involves a transfer of Class R or Class Y shares in a fund to Class A shares in the same fund. - -------------------------------------------------------------------------------- S.7 - - purchases made: - with dividend or capital gain distributions from a fund or from the same class of another RiverSource fund; - through or under a wrap fee product or other investment product sponsored by a financial institution having a selling agreement with the distributor; - through state sponsored college savings plans established under Section 529 of the Internal Revenue Code; - through bank trust departments. - - shareholders whose original purchase was in a Strategist fund merged into a RiverSource fund in 2000. The distributor may, in its sole discretion, authorize the waiver of sales charges for additional purchases or categories of purchases. Policies related to reducing or waiving the sales charge may be modified or withdrawn at any time. Unless you provide your financial institution with information in writing about all of the factors that may count toward a waiver of the sales charge, there can be no assurance that you will receive all of the waivers for which you may be eligible. You should request that your financial institution provide this information to the fund when placing your purchase order. Because the current prospectus is available on RiverSource Investment's website free of charge, RiverSource Investments does not disclose this information separately on the website. CLASS B AND CLASS C -- CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE FOR CLASS B, the CDSC is based on the sale amount and the number of years between purchase and sale. The following table shows how CDSC percentages on sales decline:
IF THE SALE IS MADE DURING THE: THE CDSC PERCENTAGE RATE IS:* First year 5% Second year 4% Third year 4% Fourth year 3% Fifth year 2% Sixth year 1% Seventh or eighth year 0%
* Because of rounding in the calculation, the portion of the CDSC retained by the distributor may vary and the actual CDSC you pay may be more or less than the CDSC calculated using these percentages. - -------------------------------------------------------------------------------- S.8 Although there is no front-end sales charge when you buy Class B shares, the distributor pays a sales commission of 4% to financial institutions that sell Class B shares. A portion of this commission may, in turn, be paid to your financial advisor. The distributor receives any CDSC imposed when you sell your Class B shares. Purchases made prior to May 21, 2005 age on a calendar year basis. Purchases made beginning May 21, 2005 age on a daily basis. For example, a purchase made on Nov. 12, 2004 completed its first year on Dec. 31, 2004 under calendar year aging. However, a purchase made on Nov. 12, 2005 completed its first year on Nov. 11, 2006 under daily aging. Class B shares purchased prior to May 21, 2005 will convert to Class A shares in the ninth calendar year of ownership. Class B shares purchased beginning May 21, 2005 will convert to Class A shares one month after the completion of the eighth year of ownership. FOR CLASS C, a 1% CDSC may be charged if you sell your shares within one year after purchase. Although there is no front-end sales charge when you buy Class C shares, the distributor pays a sales commission of 1% to financial institutions that sell Class C shares. A portion of this commission may, in turn, be paid to your financial advisor. The distributor receives any CDSC imposed when you sell your Class C shares. For both Class B and Class C, if the amount you sell causes the value of your investment to fall below the cost of the shares you have purchased, the CDSC will be based on the lower of the cost of those shares purchased or market value. Because the CDSC is imposed only on sales that reduce your total purchase payments, you do not have to pay a CDSC on any amount that represents appreciation in the value of your shares, income earned by your shares, or capital gains. In addition, the CDSC on your sale, if any, will be based on your oldest purchase payment. The CDSC on the next amount sold will be based on the next oldest purchase payment. EXAMPLE Assume you had invested $10,000 in Class B shares and that your investment had appreciated in value to $12,000 after 3 1/2 years, including reinvested dividends and capital gain distributions. You could sell up to $2,000 worth of shares without paying a CDSC ($12,000 current value less $10,000 purchase amount). If you sold $2,500 worth of shares, the CDSC would apply to the $500 representing part of your original purchase price. The CDSC rate would be 3% because the sale was made during the fourth year after the purchase. CDSC -- WAIVERS OF THE CDSC FOR CLASS B SHARES. The CDSC will be waived on sales of shares: - - in the event of the shareholder's death; - - held in trust for an employee benefit plan; or - -------------------------------------------------------------------------------- S.9 - - held in IRAs or certain qualified plans, such as Keogh plans, tax-sheltered custodial accounts or corporate pension plans, provided that the shareholder is: - at least 59 1/2 years old AND - taking a retirement distribution (if the sale is part of a transfer to an IRA or qualified plan, or a custodian-to-custodian transfer, the CDSC will not be waived) OR - selling under an approved substantially equal periodic payment arrangement. CDSC -- WAIVERS OF THE CDSC FOR CLASS C SHARES. The CDSC will be waived on sales of shares in the event of the shareholder's death. CLASS I, CLASS R2, CLASS R3, CLASS R4, CLASS R5 AND CLASS W -- NO SALES CHARGE. For Class I, Class R2, Class R3, Class R4, Class R5 and Class W, there is no initial sales charge or CDSC. OPENING AN ACCOUNT Financial institutions are required by law to obtain certain personal information from each person who opens an account in order to verify the identity of the person. As a result, when you open an account you will be asked to provide your name, permanent street address, date of birth, and Social Security or Employer Identification number. You may also be asked for other identifying documents or information. If you do not provide this information, the financial institution through which you are investing in the fund may not be able to open an account for you. If the financial institution through which you are investing in the fund is unable to verify your identity, your account may be closed, or other steps may be taken, as deemed appropriate. When you buy shares, your order will be priced at the next NAV calculated after your order is accepted by the fund or an authorized financial institution. Your financial institution may establish and maintain your account directly or it may establish and maintain your account with the distributor. The distributor may appoint servicing agents to accept purchase orders and to accept exchange (and sale) orders on its behalf. Accounts maintained by the distributor will be supported by the fund's transfer agent. METHODS OF PURCHASING SHARES These methods of purchasing shares apply to Class A, Class B, and Class C shares. THROUGH AN ACCOUNT ESTABLISHED WITH YOUR FINANCIAL INSTITUTION ALL REQUESTS The financial institution through which you buy shares may have different policies not described in this prospectus, including different minimum investment amounts and minimum account balances. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.10 METHODS OF PURCHASING SHARES (CONTINUED) THROUGH AN ACCOUNT ESTABLISHED WITH THE FUND BY MAIL The financial institution through which you buy shares may establish an account directly with the fund. To establish an account in this fashion, complete a RiverSource funds account application with your financial advisor or investment professional, and mail the account application to the address below. Account applications may be requested by calling (888) 791-3380. Make your check payable to the fund. The fund does not accept cash, credit card convenience checks, money orders, traveler's checks, starter checks, third or fourth party checks, or other cash equivalents. Mail your check and completed application to: REGULAR MAIL RIVERSOURCE INVESTMENTS (FUNDS) P.O. BOX 8041 BOSTON, MA 02266-8041 EXPRESS MAIL RIVERSOURCE INVESTMENTS (FUNDS) C/O BFDS 30 DAN ROAD CANTON, MA 02021-2809 If you already have an account, include your name, account number and the name of the fund and class of shares along with your check. You can make scheduled investments in the fund by moving money from your checking account or savings account. See the Minimum Investment and Account Balance chart below for more information regarding scheduled investment plans. - -------------------------------------------------------------------------------- BY WIRE OR ACH Fund shares purchased through the distributor may be paid for by federal funds wire. Before sending a wire, call (888) 791-3380 to notify the distributor of the wire and to receive further instructions. If you are establishing an account with a wire purchase, you are required to send a signed account application to the address above. Please include the wire control number or your new account number on the application. Your bank or financial institution may charge additional fees for wire transactions. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.11 METHODS OF PURCHASING SHARES (CONTINUED) BY EXCHANGE Call (888) 791-3380 or send signed written instructions to the address above. - -------------------------------------------------------------------------------- MINIMUM INVESTMENT AND ACCOUNT BALANCE
FOR ALL FUNDS, CLASSES AND ACCOUNTS EXCEPT THOSE LISTED TO THE TAX QUALIFIED RIVERSOURCE DISCIPLINED RIGHT (NONQUALIFIED) ACCOUNTS SMALL CAP VALUE FUND CLASS W - ---------------------------------------------------------------------------------------------- INITIAL INVESTMENT $2,000 $1,000 $5,000 $500 - ---------------------------------------------------------------------------------------------- ADDITIONAL INVESTMENTS $100 $100 $100 None - ---------------------------------------------------------------------------------------------- ACCOUNT BALANCE* $300 None $2,500 $500
* If your fund account balance falls below the minimum account balance for any reason, including a market decline, you may be asked to increase it to the minimum account balance or establish a scheduled investment plan. If you do not do so within 30 days, your shares may be automatically redeemed and the proceeds mailed to you. - -------------------------------------------------------------------------------- MINIMUM INVESTMENT AND ACCOUNT BALANCE -- SCHEDULED INVESTMENT PLANS
FOR ALL FUNDS, CLASSES AND ACCOUNTS EXCEPT THOSE LISTED TO THE TAX QUALIFIED RIVERSOURCE DISCIPLINED RIGHT (NONQUALIFIED) ACCOUNTS SMALL CAP VALUE FUND CLASS W - ---------------------------------------------------------------------------------------------- INITIAL INVESTMENT $100 $100 $5,000 $500 - ---------------------------------------------------------------------------------------------- ADDITIONAL INVESTMENTS $100 $50 $100 None - ---------------------------------------------------------------------------------------------- ACCOUNT BALANCE** None None $2,500 $500
** If your fund account balance is below the minimum initial investment described above, you must make payments at least monthly. - -------------------------------------------------------------------------------- These minimums may be waived for accounts that are managed by an investment professional, for accounts held in approved discretionary or non-discretionary wrap programs, for accounts that are a part of an employer-sponsored retirement plan, or for other account types if approved by the distributor. The fund reserves the right to modify its minimum account requirements at any time, with or without prior notice. Please contact your financial institution for information regarding wire or electronic funds transfer. - -------------------------------------------------------------------------------- S.12 EXCHANGING OR SELLING SHARES You may exchange or sell shares by having your financial institution process your transaction. If your account is maintained directly with your financial institution, you must contact that financial institution to exchange or sell shares of the fund. If your account was established with the distributor, there are a variety of methods you may use to exchange or sell shares of the fund. WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES ACCOUNT ESTABLISHED WITH YOUR FINANCIAL INSTITUTION ALL REQUESTS You can exchange or sell shares by having your financial institution process your transaction. The financial institution through which you purchased shares may have different policies not described in this prospectus, including different transaction limits, exchange policies and sale procedures. - -------------------------------------------------------------------------------- ACCOUNT ESTABLISHED WITH THE FUND BY MAIL Mail your exchange or sale request to: REGULAR MAIL RIVERSOURCE INVESTMENTS (FUNDS) P.O. BOX 8041 BOSTON, MA 02266-8041 EXPRESS MAIL RIVERSOURCE INVESTMENTS (FUNDS) C/O BFDS 30 DAN ROAD CANTON, MA 02021-2809 Include in your letter: - your name - the name of the fund(s) - your account number - the class of shares to be exchanged or sold - your Social Security number or Employer Identification number - the dollar amount or number of shares you want to exchange or sell - specific instructions regarding delivery or exchange destination - signature(s) of registered account owner(s) - any special documents the transfer agent may require in order to process your order - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.13 WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES (CONTINUED) ACCOUNT ESTABLISHED WITH THE FUND (CONT.) BY MAIL (CONT.) Corporate, trust or partnership accounts may need to send additional documents. Payment will be mailed to the address of record and made payable to the names listed on the account, unless your request specifies differently and is signed by all owners. A Medallion Signature Guarantee is required if: - Amount is over $50,000. - You want your check made payable to someone other than yourself. - Your address has changed within the last 30 days. - You want the check mailed to an address other than the address of record. - You want the proceeds sent to a bank account not on file. - You are the beneficiary of the account and the account owner is deceased (additional documents may be required). A Medallion Signature Guarantee assures that a signature is genuine and not a forgery. The financial institution providing the Guarantee is financially liable for the transaction if the signature is a forgery. Eligible guarantors include commercial banks, trust companies, savings associations, and credit unions as defined by the Federal Deposit Insurance Act. Note: A guarantee from a notary public is not acceptable. NOTE: Any express mail delivery charges you pay will vary depending on domestic or international delivery instructions. - -------------------------------------------------------------------------------- BY TELEPHONE Call (888) 791-3380. Unless you elect not to have telephone exchange and sale privileges, they will automatically be available to you. Reasonable procedures will be used to confirm authenticity of telephone exchange or sale requests. Telephone privileges may be modified or discontinued at any time. Telephone exchange and sale privileges automatically apply to all accounts except custodial, corporate or qualified retirement accounts. You may request that these privileges NOT apply by writing to the address above. Payment will be mailed to the address of record and made payable to the names listed on the account. Telephone sale requests are limited to $100,000 per day. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.14 WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES (CONTINUED) ACCOUNT ESTABLISHED WITH THE FUND (CONT.) BY WIRE OR ACH You can wire money from your fund account to your bank account. Make sure we have your bank account information on file. If we do not have this information, you will need to send written instructions with your bank's name and a voided check or savings account deposit slip. Call (888) 791-3380 or send a letter of instruction, with a Medallion Signature Guarantee if required, to the address above. A service fee may be charged against your account for each wire sent. Minimum amount: $100 Your bank or financial institution may charge additional fees for wire transactions. - -------------------------------------------------------------------------------- BY SCHEDULED PAYOUT PLAN You may elect to receive regular periodic payments through an automatic sale of shares. See the SAI for more information. - -------------------------------------------------------------------------------- IMPORTANT: Payments sent by a bank authorization or check that are not guaranteed may take up to ten days to clear. This may cause your sale request to fail to process if the requested amount includes unguaranteed funds. EXCHANGES Generally, you may exchange your fund shares for shares of the same class of any other publicly offered RiverSource fund without a sales charge. For complete information on the fund you are exchanging into, including fees and expenses, read that fund's prospectus carefully. Your exchange will be priced at the next NAV calculated after your transaction request is received in good order. MARKET TIMING IS FREQUENT OR SHORT-TERM TRADING BY CERTAIN SHAREHOLDERS INTENDED TO PROFIT AT THE EXPENSE OF OTHER SHAREHOLDERS BY SELLING SHARES OF A FUND SHORTLY AFTER PURCHASE. MARKET TIMING MAY ADVERSELY IMPACT A FUND'S PERFORMANCE BY PREVENTING THE INVESTMENT MANAGER FROM FULLY INVESTING THE ASSETS OF THE FUND, DILUTING THE VALUE OF SHARES HELD BY LONG-TERM SHAREHOLDERS, OR INCREASING THE FUND'S TRANSACTION COSTS. - -------------------------------------------------------------------------------- S.15 FUNDS THAT INVEST IN SECURITIES THAT TRADE INFREQUENTLY MAY BE VULNERABLE TO MARKET TIMERS WHO SEEK TO TAKE ADVANTAGE OF INEFFICIENCIES IN THE SECURITIES MARKETS. FUNDS THAT INVEST IN SECURITIES THAT TRADE ON OVERSEAS SECURITIES MARKETS MAY BE VULNERABLE TO MARKET TIMERS WHO SEEK TO TAKE ADVANTAGE OF CHANGES IN THE VALUES OF SECURITIES BETWEEN THE CLOSE OF OVERSEAS MARKETS AND THE CLOSE OF U.S. MARKETS, WHICH IS GENERALLY THE TIME AT WHICH A FUND'S NAV IS CALCULATED. TO THE EXTENT THAT A FUND HAS SIGNIFICANT HOLDINGS OF SMALL CAP STOCKS OR FOREIGN SECURITIES, THE RISKS OF MARKET TIMING MAY BE GREATER FOR THE FUND THAN FOR OTHER FUNDS. SEE "PRINCIPAL INVESTMENT STRATEGIES" FOR A DISCUSSION OF THE TYPES OF SECURITIES IN WHICH YOUR FUND INVESTS. SEE "VALUING FUND SHARES" FOR A DISCUSSION OF THE RIVERSOURCE FUNDS' POLICY ON FAIR VALUE PRICING, WHICH IS INTENDED, IN PART, TO REDUCE THE FREQUENCY AND EFFECT OF MARKET TIMING. THE RIVERSOURCE FUNDS' BOARDS HAVE ADOPTED A POLICY THAT IS DESIGNED TO DETECT AND DETER MARKET TIMING THAT MAY BE HARMFUL TO THE FUNDS. EACH FUND SEEKS TO ENFORCE THIS POLICY THROUGH ITS SERVICE PROVIDERS AS FOLLOWS: - - The fund tries to distinguish market timing from trading that it believes is not harmful, such as periodic rebalancing for purposes of asset allocation or dollar cost averaging. Under the fund's procedures, there is no set number of transactions in the fund that constitutes market timing. Even one purchase and subsequent sale by related accounts may be market timing. Generally, the fund seeks to restrict the exchange privilege of an investor who makes more than three exchanges into or out of the fund in any 90-day period. Accounts held by a retirement plan or a financial institution for the benefit of its participants or clients, which typically engage in daily transactions, are not subject to this limit, although the fund seeks the assistance of financial institutions in applying similar restrictions on the sub-accounts of their participants or clients. - - If an investor's trading activity is determined to be market timing or otherwise harmful to existing shareholders, the fund reserves the right to modify or discontinue the investor's exchange privilege or reject the investor's purchases or exchanges, including purchases or exchanges accepted by a financial institution. The fund may treat accounts it believes to be under common control as a single account for these purposes, although it may not be able to identify all such accounts. - - Although the fund does not knowingly permit market timing, it cannot guarantee that it will be able to identify and restrict all short-term trading activity. The fund receives purchase and sale orders through financial institutions where market timing activity may not always be successfully detected. Other exchange policies: - - Exchanges must be made into the same class of shares of the new fund. - -------------------------------------------------------------------------------- S.16 - - Exchanges into RiverSource Tax-Exempt Money Market Fund may be made only from Class A shares. - - If your exchange creates a new account, it must satisfy the minimum investment amount for new purchases. - - Once the fund receives your exchange request, you cannot cancel it. - - Shares of the new fund may not be used on the same day for another exchange or sale. - - Shares of Class W originally purchased, but no longer held in a discretionary managed account, may not be exchanged for Class W shares of another fund. You may continue to hold these shares in the fund. Changing your investment to a different fund will be treated as a sale and purchase, and you will be subject to applicable taxes on the sale and sales charges on the purchase of the new fund. SELLING SHARES You may sell your shares at any time. The payment will be sent within seven days after your request is received in good order. When you sell shares, the amount you receive may be more or less than the amount you invested. Your sale price will be the next NAV calculated after your request is received in good order, minus any applicable CDSC. REPURCHASES. You can change your mind after requesting a sale and use all or part of the sale proceeds to purchase new shares in the same account, fund and class from which you sold. If you reinvest in Class A, you will purchase the new shares at NAV, up to the amount of the sale proceeds, instead of paying a sales charge on the date of a new purchase. If you reinvest in Class B or Class C, any CDSC you paid on the amount you are reinvesting also will be reinvested. In order for you to take advantage of this repurchase waiver, you must notify your financial institution within 90 days of the date your sale request was processed. Contact your financial institution for information on required documentation. The repurchase privilege may be modified or discontinued at any time and use of this option may have tax consequences. Each fund reserves the right to redeem in kind. For more details and a description of other sales policies, please see the SAI. VALUING FUND SHARES For classes of shares sold with an initial sales charge, the public offering or purchase price is the net asset value plus the sales charge. For funds or classes of shares sold without an initial sales charge, the public offering price is the NAV. - -------------------------------------------------------------------------------- S.17 Orders in good form are priced at the NAV next determined after you place your order. Good form or good order means that your instructions have been received in the form required by the fund. This may include, for example, providing the fund name and account number, the amount of the transaction and all required signatures. For more information, contact your financial institution. The NAV is the value of a single share of a fund. The NAV is determined by dividing the value of a fund's assets, minus any liabilities, by the number of shares outstanding. The NAV is calculated as of the close of business on the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time, on each day that the NYSE is open. Securities are valued primarily on the basis of market quotations. Market quotations are obtained from outside pricing services approved and monitored under procedures adopted by the Board. Certain short-term securities with maturities of 60 days or less are valued at amortized cost. When reliable market quotations are not readily available, investments are priced at fair value based on procedures adopted by the Board. These procedures are also used when the value of an investment held by a fund is materially affected by events that occur after the close of a securities market but prior to the time as of which the fund's NAV is determined. Valuing investments at fair value involves reliance on judgment. The fair value of an investment is likely to differ from any available quoted or published price. To the extent that a fund has significant holdings of foreign securities or small cap stocks that may trade infrequently, fair valuation may be used more frequently than for other funds. The funds use an unaffiliated service provider to assist in determining fair values for foreign securities. Foreign investments are valued in U.S. dollars. Some of a fund's securities may be listed on foreign exchanges that trade on weekends or other days when the fund does not price its shares. In that event, the NAV of the fund's shares may change on days when shareholders will not be able to purchase or sell the fund's shares. DISTRIBUTIONS AND TAXES As a shareholder you are entitled to your share of your fund's net income and net gains. Each fund distributes dividends and capital gains to qualify as a regulated investment company and to avoid paying corporate income and excise taxes. - -------------------------------------------------------------------------------- S.18 DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS Your fund's net investment income is distributed to you as dividends. Dividends may be composed of qualifying dividend income, which is eligible for preferential tax rates under current tax law, as well as other ordinary dividend income, which may include non-qualifying dividends, interest income and short-term capital gains. Capital gains are realized when a security is sold for a higher price than was paid for it. Each realized capital gain or loss is long-term or short-term depending on the length of time the fund held the security. Realized capital gains and losses offset each other. The fund offsets any net realized capital gains by any available capital loss carryovers. Net short-term capital gains are included in net investment income. Net realized long-term capital gains, if any, are distributed by the end of the calendar year as capital gain distributions. REINVESTMENTS Dividends and capital gain distributions are automatically reinvested in additional shares in the same class of the fund, unless you request distributions in cash. The financial institution through which you purchased shares may have different policies. Distributions are reinvested at the next calculated NAV after the distribution is paid. If you choose cash distributions, you will receive cash only for distributions declared after your request has been processed. TAXES If you buy shares shortly before the record date of a distribution, you may pay taxes on money earned by the fund before you were a shareholder. You will pay the full pre-distribution price for the shares, then receive a portion of your investment back as a distribution, which may be taxable. For tax purposes, an exchange is considered a sale and purchase, and may result in a gain or loss. A sale is a taxable transaction. If you sell shares for less than their cost, the difference is a capital loss. If you sell shares for more than their cost, the difference is a capital gain. Your gain may be short term (for shares held for one year or less) or long term (for shares held for more than one year). You may not create a tax loss, based on paying a sales charge, by exchanging shares within 91 days of purchase. If you buy Class A shares and within 91 days exchange into another fund, you may not include the sales charge in your calculation of tax gain or loss on the sale of the first fund you purchased. The sales charge may be included in the calculation of your tax gain or loss on a subsequent sale of the second fund you purchased. For more information, see the SAI. Distributions are subject to federal income tax and may be subject to state and local taxes in the year they are declared. You must report distributions on your tax returns, even if they are reinvested in additional shares. - -------------------------------------------------------------------------------- S.19 Income received by a fund may be subject to foreign tax and withholding. Tax conventions between certain countries and the U.S. may reduce or eliminate these taxes. Selling shares held in an IRA or qualified retirement account may subject you to federal taxes, penalties and reporting requirements upon the withdrawal of the sales proceeds from such accounts. Please consult your tax advisor. REITs often do not provide complete tax information until after the calendar year-end; generally mid to late January and continuing through early February. Consequently, if your fund has significant investments in REITs, you may not receive your Form 1099-DIV until February. Other RiverSource funds tax statements are mailed in January. IMPORTANT: This information is a brief and selective summary of some of the tax rules that apply to an investment in a fund. Because tax matters are highly individual and complex, you should consult a qualified tax advisor. GENERAL INFORMATION AVAILABILITY AND TRANSFERABILITY OF FUND SHARES Please consult your financial institution to determine availability of RiverSource funds. Currently, RiverSource funds may be purchased or sold through affiliated broker-dealers of RiverSource Investments and through certain unaffiliated financial institutions. If you set up an account at a financial institution that does not have, and is unable to obtain, a selling agreement with the distributor of the RiverSource funds, you will not be able to transfer RiverSource fund holdings to that account. In that event, you must either maintain your RiverSource fund holdings with your current financial institution, find another financial institution with a selling agreement, or sell your shares, paying any applicable CDSC. Please be aware that transactions in taxable accounts are taxable events and may result in income tax liability. ADDITIONAL SERVICES AND COMPENSATION In addition to acting as the fund's investment manager, RiverSource Investments and its affiliates also receive compensation for providing other services to the funds. Administration Services. Ameriprise Financial, 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474, provides or compensates others to provide administrative services to the RiverSource funds. These services include administrative, accounting, treasury, and other services. Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." - -------------------------------------------------------------------------------- S.20 Custody Services. Ameriprise Trust Company, 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (the custodian or Ameriprise Trust Company), provides custody services to all but a limited number of the RiverSource funds, for which U.S. Bank National Association provides custody services. In addition, Ameriprise Trust Company is paid for certain transaction fees and out-of-pocket expenses incurred while providing services to the funds. Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." Distribution and Shareholder Services. RiverSource Distributors, Inc., 50611 Ameriprise Financial Center, Minneapolis, Minnesota 55474, and Ameriprise Financial Services, 70100 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (collectively, the distributor), provide underwriting and distribution services to the RiverSource funds. Under the Distribution Agreement and related distribution and shareholder servicing plans, the distributor receives distribution and shareholder servicing fees. The distributor may retain a portion of these fees to support its distribution and shareholder servicing activity. The distributor re-allows the remainder of these fees (or the full fee) to the financial institutions that sell fund shares and provide services to shareholders. Fees paid by a fund for these services are set forth under "Distribution (12b-1) fees" in the expense table under "Fees and Expenses." More information on how these fees are used is set forth under "Investment Options -- Classes of Shares" and in the SAI. The distributor also administers any sales charges paid by an investor at the time of purchase or at the time of sale. See "Shareholder Fees (fees paid directly from your investment)" under "Fees and Expenses" for the scheduled sales charge of each share class. See "Buying and Selling Shares: Sales Charges" for variations in the scheduled sales charges, and for how these sales charges are used by the distributor. See "Other Investment Strategies and Risks" for the RiverSource funds' policy regarding directed brokerage. Plan Administration Services. Under a Plan Administration Services Agreement the fund pays for plan administration services, including services such as implementation and conversion services, account set-up and maintenance, reconciliation and account recordkeeping, education services and administration to various plan types, including 529 plans, retirement plans and Health Savings Accounts (HSAs). Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." - -------------------------------------------------------------------------------- S.21 Transfer Agency Services. RiverSource Service Corporation, 734 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (the transfer agent or RiverSource Service Corporation), provides or compensates others to provide transfer agency services to the RiverSource funds. The RiverSource funds pay the transfer agent a fee that varies by class, as set forth in the SAI, and reimburses the transfer agent for its out-of-pocket expenses incurred while providing these transfer agency services to the funds. Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." RiverSource Service Corporation pays a portion of these fees to financial institutions that provide sub-recordkeeping and other services to fund shareholders. The SAI provides additional information about the services provided and the fee schedules for the transfer agent agreements. PAYMENTS TO FINANCIAL INSTITUTIONS RiverSource Investments and its affiliates may make or support additional cash payments out of their own resources to financial institutions, including inter- company allocation of resources to affiliated broker-dealers such as Ameriprise Financial Services (and its licensed representatives), in connection with selling fund shares or providing services to the fund or its shareholders. These inter-company allocations may include payment as compensation to employees of RiverSource Investments who are licensed by Ameriprise Financial Services, in respect of certain sales and solicitation activity on behalf of the funds. These payments and inter-company allocations are in addition to any 12b-1 distribution and/or shareholder service fees or other amounts paid by the fund to the distributor under distribution and shareholder servicing plans, or paid by the fund to the transfer agent under its transfer agency agreement or plan administration agreement, which fees may be used by these entities to support shareholder account maintenance, sub-accounting, recordkeeping or other services provided directly by the financial institution to shareholders or 529 and retirement plans and the plan participants. In exchange for these payments and inter-company allocations, RiverSource Investments and its affiliates may receive preferred access to registered representatives of a financial institution (for example, the ability to make presentations in branch offices or at conferences) or preferred access to customers of the financial institution (for example, the ability to advertise or directly interact with the financial institution's customers in order to sell the fund). These arrangements are sometimes referred to as "revenue sharing payments." In some cases, these arrangements may create an incentive for a financial institution or its representatives to recommend or sell shares of a fund and may create a conflict of interest between a financial institution's financial interest and its duties to its customers. Please contact the financial institution through which you are purchasing shares of the fund for details about any payments it may receive in connection with the solicitation and sale of fund shares or providing services to the fund or its shareholders. These payments and inter-company allocations are usually calculated based on a percentage of fund sales and/or as a percentage of - -------------------------------------------------------------------------------- S.22 fund assets attributable to a particular financial institution. These payments may also be negotiated based on other criteria or factors including, but not limited to, the financial institution's affiliation with the investment manager, its reputation in the industry, its ability to attract and retain assets, its access to target markets, its customer relationships and the scope and quality of services it provides. The amount of payment or inter-company allocation may vary by financial institution and by type of sale (e.g., purchases of different share classes or purchases of the fund through a qualified plan or through a wrap program), and may be significant. From time to time, RiverSource Investments and its affiliates may make other reimbursements or payments to financial institutions or their representatives including non-cash compensation, in the form of gifts of nominal value, occasional meals, tickets, or other entertainment, support for due diligence trips, training and educational meetings or conference sponsorships, support for recognition programs, and other forms of non-cash compensation permissible under regulations to which these financial institutions and their representatives are subject. ADDITIONAL MANAGEMENT INFORMATION MANAGER OF MANAGERS EXEMPTION. The RiverSource funds have received an order from the Securities and Exchange Commission that permits RiverSource Investments, subject to the approval of the Board, to appoint a subadviser or change the terms of a subadvisory agreement for a fund without first obtaining shareholder approval. The order permits the fund to add or change unaffiliated subadvisers or change the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. RiverSource Investments or its affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create a conflict of interest. In making recommendations to the Board to appoint or to change a subadviser, or to change the terms of a subadvisory agreement, RiverSource Investments does not consider any other relationship it or its affiliates may have with a subadviser, and RiverSource Investments discloses the nature of any material relationships it has with a subadviser to the Board. - -------------------------------------------------------------------------------- S.23 AFFILIATED PRODUCTS. RiverSource Investments also serves as investment manager to RiverSource funds that provide asset-allocation services to shareholders by investing in shares of other RiverSource funds (Funds of Funds) and to discretionary managed accounts (collectively referred to as "affiliated products"). A fund may experience relatively large purchases or redemptions from the affiliated products. Although RiverSource Investments seeks to minimize the impact of these transactions by structuring them over a reasonable period of time or through other measures, a fund may experience increased expenses as it buys and sells securities to manage transactions for the affiliated products. In addition, because the affiliated products may own a substantial portion of a fund, a redemption by one or more affiliated product could cause a fund's expense ratio to increase as the fund's fixed costs would be spread over a smaller asset base. RiverSource Investments monitors expense levels and is committed to offering funds that are competitively priced. RiverSource Investments will report to the Board on the steps it has taken to manage any potential conflicts. CASH RESERVES. A fund may invest its daily cash balance in RiverSource Short- Term Cash Fund (Short-Term Cash Fund), a money market fund established for the exclusive use of the RiverSource funds and other institutional clients of RiverSource Investments. While Short-Term Cash Fund does not pay an advisory fee to RiverSource Investments, it does incur other expenses, and is expected to operate at a very low expense ratio. A fund will invest in Short-Term Cash Fund only to the extent it is consistent with the fund's investment objectives and policies. Short-Term Cash Fund is not insured or guaranteed by the FDIC or any other government agency. FUND HOLDINGS DISCLOSURE. The Board has adopted policies and procedures that govern the timing and circumstances of disclosure to shareholders and third parties of information regarding the securities owned by a fund. A description of these policies and procedures is included in the SAI. LEGAL PROCEEDINGS. Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the fund is not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the fund or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the fund. Information regarding certain pending and settled legal proceedings may be found in the Fund's shareholder reports and in the SAI. Additionally, Ameriprise Financial is required to make 10-Q, 10-K and, as necessary, 8-K filings with the Securities and Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov. - -------------------------------------------------------------------------------- S.24 This fund can be purchased from Ameriprise Financial Services or from a limited number of other authorized financial institutions. The fund can be found under the "RiverSource" banner in most mutual fund quotations. Additional information about the fund and its investments is available in the fund's SAI, and annual and semiannual reports to shareholders. In the fund's annual report, you will find a discussion of market conditions and investment strategies that significantly affected the fund's performance during its most recent fiscal year. The SAI is incorporated by reference in this prospectus. For a free copy of the SAI, the annual report, or the semiannual report, or to request other information about the fund, contact RiverSource Funds or your financial institution. To make a shareholder inquiry, contact the financial institution through whom you purchased the fund. RiverSource Funds 734 Ameriprise Financial Center Minneapolis, MN 55474 (888) 791-3380 RiverSource Funds information available at RiverSource Investments website address: riversource.com/funds You may review and copy information about the fund, including the SAI, at the Securities and Exchange Commission's (Commission) Public Reference Room in Washington, D.C. (for information about the public reference room call 1-202-551-8090). Reports and other information about the fund are available on the EDGAR Database on the Commission's Internet site at www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing to the Public Reference Section of the Commission, 100 F Street, N.E., Washington, D.C. 20549-0102. Investment Company Act File #811-2111 TICKER SYMBOL Class A: AQEAX Class B: AQEBX Class C: RDCEX Class I: ALEIX Class R2: -- Class R3: RSDEX Class R4: RQEYX Class R5: RSIPX Class W: RDEWX
(RIVERSOURCE INVESTMENTS LOGO) S-6263-99 G (9/07) Prospectus (RIVERSOURCE INVESTMENTS LOGO) RIVERSOURCE(R) GROWTH FUND PROSPECTUS SEPT. 28, 2007 RIVERSOURCE GROWTH FUND SEEKS TO PROVIDE SHAREHOLDERS WITH LONG-TERM CAPITAL GROWTH. Classes A, B, C, I, R2, R3, R4, R5 and W As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. You may qualify for sales charge discounts on purchases of Class A shares. Please notify your financial institution if you have other accounts holding shares of RiverSource funds to determine whether you qualify for a sales charge discount. See "Buying and Selling Shares" for more information. NOT FDIC INSURED - MAY LOSE VALUE - NO BANK GUARANTEE TABLE OF CONTENTS THE FUND.................................................... 3P Objective................................................... 3p Principal Investment Strategies............................. 3p Principal Risks............................................. 4p Past Performance............................................ 6p Fees and Expenses........................................... 9p Other Investment Strategies and Risks....................... 12p Fund Management and Compensation............................ 14p FINANCIAL HIGHLIGHTS........................................ 15P BUYING AND SELLING SHARES................................... S.1 Description of Share Classes................................ S.1 Investment Options -- Classes of Shares ................. S.1 Sales Charges............................................ S.5 Opening an Account....................................... S.10 Exchanging or Selling Shares................................ S.13 Exchanges................................................ S.15 Selling Shares........................................... S.17 VALUING FUND SHARES......................................... S.17 DISTRIBUTIONS AND TAXES..................................... S.18 Dividends and Capital Gain Distributions.................... S.19 Reinvestments............................................... S.19 Taxes....................................................... S.19 GENERAL INFORMATION......................................... S.20
- -------------------------------------------------------------------------------- 2P RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS THE FUND OBJECTIVE RiverSource Growth Fund (the Fund) seeks to provide shareholders with long-term capital growth. Because any investment involves risk, achieving this objective cannot be guaranteed. Only shareholders can change the Fund's objective. PRINCIPAL INVESTMENT STRATEGIES The Fund invests primarily in common stocks and securities convertible into common stocks that appear to offer growth opportunities. These growth opportunities could result from new management, market developments, or technological superiority. The Fund may invest up to 25% of its net assets in foreign investments. In pursuit of the Fund's objective, the investment manager (RiverSource Investments, LLC) chooses investments by identifying companies that the investment manager believes have above-average long-term growth potential based, among other factors, on: - - Management's track record. - - Financial strength. - - Competitive market or product position. - - Technological advantage (more advanced technology or proven technological advantage) over competitors. In evaluating whether to sell a security, the investment manager considers, among other factors, whether: - - The security is overvalued relative to other potential investments. - - The security has reached the investment manager's price objective. - - The company has met the investment manager's earnings and/or growth expectations. - - The investment manager identifies a more attractive opportunity. The investment manager may use derivatives such as futures, options, forward contracts and structured investments, to produce incremental earnings, to hedge existing positions, or to increase flexibility. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS 3P PRINCIPAL RISKS This Fund is designed for investors with above-average risk tolerance. Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include: ACTIVE MANAGEMENT RISK. The Fund is actively managed and its performance therefore will reflect in part the ability of the portfolio managers to select securities and to make investment decisions that are suited to achieving the Fund's investment objective. Due to its active management, the Fund could underperform other mutual funds with similar investment objectives. DERIVATIVES RISK. Derivatives are financial instruments that have a value which depends upon, or is derived from, the value of something else, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. Gains or losses involving derivative instruments may be substantial, because a relatively small price movement in the underlying security(ies), instrument, currency or index may result in a substantial gain or loss for the Fund. Derivative instruments in which the Fund invests will typically increase the Fund's exposure to Principal Risks to which it is otherwise exposed, and may expose the Fund to additional risks, including counterparty credit risk, leverage risk, hedging risk, correlation risk, and liquidity risk. Counterparty credit risk is the risk that a counterparty to the derivative instrument becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, and the Fund may obtain no recovery of its investment or may only obtain a limited recovery, and any recovery may be delayed. Hedging risk is the risk that derivative instruments used to hedge against an opposite position may offset losses, but they may also offset gains. Correlation risk is related to hedging risk and is the risk that there may be an incomplete correlation between the hedge and the opposite position, which may result in increased or unanticipated losses. Liquidity risk is the risk that the derivative instrument may be difficult or impossible to sell or terminate, which may cause the Fund to be in a position to do something the investment manager would not otherwise choose, including accepting a lower price for the derivative instrument, selling other investments or foregoing another, more appealing investment opportunity. Leverage risk is the risk that losses from the derivative instrument may be greater than the amount invested in the derivative instrument. Certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment. See the SAI for more information on derivative instruments and related risks. - -------------------------------------------------------------------------------- 4P RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS FOREIGN RISK. The following are all components of foreign risk: Country risk includes the political, economic, and other conditions of the country. These conditions include lack of publicly available information, less government oversight (including lack of accounting, auditing, and financial reporting standards), the possibility of government-imposed restrictions, and even the nationalization of assets. The liquidity of foreign investments may be more limited than for most U.S. investments, which means that, at times it may be difficult to sell foreign securities at desirable prices. Currency risk results from the constantly changing exchange rate between local currency and the U.S. dollar. Whenever the Fund holds securities valued in a foreign currency or holds the currency, changes in the exchange rate add to or subtract from the value of the investment. Custody risk refers to the process of clearing and settling trades. It also covers holding securities with local agents and depositories. Low trading volumes and volatile prices in less developed markets make trades harder to complete and settle. Local agents are held only to the standard of care of the local market. Governments or trade groups may compel local agents to hold securities in designated depositories that are not subject to independent evaluation. The less developed a country's securities market is, the greater the likelihood of problems occurring. ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline. Poor performance may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures or other factors. MARKET RISK. The market value of securities may fall or fail to rise. Market risk may affect a single issuer, sector of the economy, industry, or the market as a whole. The market value of securities may fluctuate, sometimes rapidly and unpredictably. This risk is generally greater for small and mid-sized companies, which tend to be more vulnerable to adverse developments. In addition, focus on a particular style, for example, investment in growth or value securities, may cause the Fund to underperform other mutual funds if that style falls out of favor with the market. SMALL AND MID-SIZED COMPANY RISK. Investments in small and medium companies often involve greater risks than investments in larger, more established companies because small and medium companies may lack the management experience, financial resources, product diversification, experience and competitive strengths of larger companies. Additionally, in many instances the securities of small and medium companies are traded only over-the-counter or on regional securities exchanges and the frequency and volume of their trading is substantially less and may be more volatile than is typical of larger companies. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS 5P PAST PERFORMANCE The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively: - - how the Fund's performance has varied for each full calendar year shown on the bar chart; and - - how the Fund's average annual total returns compare to recognized indexes shown on the table. Both the bar chart and the table assume that all distributions have been reinvested. The performance of different classes varies because of differences in sales charges and other fees and expenses. How the Fund has performed in the past (before and after taxes) does not indicate how the Fund will perform in the future. Performance reflects any fee waivers/expense caps in effect for the periods reported. In the absence of such fee waivers/expense caps, performance would have been lower. See "Fees and Expenses" for any current fee waivers/expense caps. Bar Chart. Class A share information is shown in the bar chart; the sales charge for Class A shares is not reflected in the bar chart. Table. The table shows total returns from hypothetical investments in Class A, Class B, Class C, Class I and Class R4 shares of the Fund. These returns are compared to the indexes shown for the same periods. For purposes of the performance calculation in the table we assumed: - - the maximum sales charge for Class A shares; - - sales at the end of the period and deduction of the applicable contingent deferred sales charge (CDSC) for Class B and Class C shares; - - no sales charge for Class I and Class R4 shares; and - - with the exception of Class A shares, no adjustments for taxes paid by an investor on the reinvested income and capital gains. - -------------------------------------------------------------------------------- 6P RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS AFTER-TAX RETURNS After-tax returns are shown only for Class A shares. After-tax returns for the other classes will vary. After-tax returns are calculated using the highest historical individual federal marginal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns will depend on your tax situation and most likely will differ from the returns shown in the table. If you hold your shares in a tax-deferred account, such as a 401(k) plan or an IRA, the after-tax returns do not apply to you since you will not incur taxes until you begin to withdraw from your account. The return after taxes on distributions for a period may be the same as the return before taxes for the same period if there were no distributions or if the distributions were small. The return after taxes on distributions and sale of Fund shares for a period may be greater than the return before taxes for the same period if there was a tax loss realized on sale of Fund shares. The benefit of the tax loss (since it can be used to offset other gains) may result in a higher return. - -------------------------------------------------------------------------------- CLASS A SHARE PERFORMANCE (BASED ON CALENDAR YEARS) (BAR CHART) +20.65% +22.56% +39.51% -19.02% -31.30% -24.09% +20.75% +8.49% +8.42% +10.91% 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006
During the periods shown in the bar chart, the highest return for a calendar quarter was +27.10% (quarter ended Dec. 31, 1998) and the lowest return for a calendar quarter was -28.16% (quarter ended Sept. 30, 2001). The 5.75% sales charge applicable to Class A shares of the Fund is not reflected in the bar chart; if reflected, returns would be lower than those shown. The performance of other classes may vary from that shown because of differences in expenses. The Fund's Class A year-to-date return at June 30, 2007, was +5.74%. The Fund formerly was a "feeder" fund in a master/feeder arrangement where the Fund invested all of its assets in a corresponding "master" fund with an identical investment objective and investment strategies. As of Dec. 6, 2005, the Fund became a stand-alone fund that invests directly in a portfolio of securities. The information shown in the table and in the financial highlights for the Fund includes the activity of the Fund when it was a feeder in a master/feeder arrangement. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS 7P AVERAGE ANNUAL TOTAL RETURNS (FOR PERIODS ENDED DEC. 31, 2006)
SINCE SINCE INCEPTION INCEPTION 1 YEAR 5 YEARS 10 YEARS (CLASS C) (CLASS I) RiverSource Growth Fund: Class A Return before taxes +4.53% +2.42% +2.61% N/A N/A Return after taxes on distributions +4.27% +2.37% +2.26% N/A N/A Return after taxes on distributions and sale of fund shares +2.94% +2.04% +2.16% N/A N/A Class B Return before taxes +5.09% +2.48% +2.43% N/A N/A Class C Return before taxes +9.09% +2.84% N/A -7.87%(a) N/A Class I Return before taxes +11.45% N/A N/A N/A +9.20%(b) Class R4* Return before taxes +11.11% +3.82% +3.37% N/A N/A Russell 1000(R) Growth Index (reflects no deduction for fees, expenses or taxes) +9.07% +2.69% +5.44% -5.84%(c) +6.28%(d) Lipper Large-Cap Growth Funds Index +4.72% +2.01% +4.72% -5.89%(c) +6.10%(d)
* Effective Dec. 11, 2006, Class Y was renamed Class R4. (a) Inception date is June 26, 2000. (b) Inception date is March 4, 2004. (c) Measurement period started July 1, 2000. (d) Measurement period started March 1, 2004. The Russell 1000 Growth Index, an unmanaged index, measures the performance of those stocks in the Russell 1000 Index with higher price-to-book ratios and higher forecasted growth values. The index reflects reinvestment of all distributions and changes in market prices. The Lipper Large-Cap Growth Funds Index includes the 30 largest large-cap growth funds tracked by Lipper Inc. The index's returns include net reinvested dividends. The Fund's performance is currently measured against this index for purposes of determining the performance incentive adjustment. See "Fund Management and Compensation" for more information. Classes R2, R3, R5 and W have not been in existence for a full calendar year and therefore performance information for these classes is not shown. - -------------------------------------------------------------------------------- 8P RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS Past performance for Class R2 for the period prior to the beginning of operations for that class may be calculated based on the performance of Class B. Past performance for Class R3 and Class W for the period prior to the beginning of operations for that class may be calculated based on the performance of Class A. Past performance for Class R5 for the period prior to the beginning of operations for that class may be calculated based on the performance of Class R4. In each case, the blended class performance will be adjusted to reflect differences in sales charges, but not differences in annual Fund operating expenses (for example, 12b-1 fees). The use of blended performance generally results in higher performance for classes with higher operating expenses than those of the class with which they are blended, and lower performance for classes with lower operating expenses than those of the class with which they are blended. FEES AND EXPENSES Fund investors pay various expenses. The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Expenses are based on the Fund's most recent fiscal year, adjusted to reflect current fees. SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS I CLASS R2 CLASS R3 CLASS R4(b) CLASS R5 CLASS A CLASS B CLASS C CLASS W Maximum sales charge (load) imposed on purchases (as a percentage of offering price) 5.75%(a) None None None Maximum deferred sales charge (load) imposed on sales (as a percentage of offering price at time of purchase) None 5% 1% None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS: CLASS A CLASS B CLASS C CLASS W Management fees(c) 0.66% 0.66% 0.66% 0.66% Distribution (12b-1) fees 0.25% 1.00% 1.00% 0.25% Other expenses(d) 0.28% 0.30% 0.29% 0.26% Total annual fund operating expenses 1.19% 1.96% 1.95% 1.17%
- -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS 9P
CLASS CLASS I CLASS R2 CLASS R3 R4(b) CLASS R5 Management fees(c) 0.66% 0.66% 0.66% 0.66% 0.66% Distribution (12b-1) fees 0.00% 0.50% 0.25% 0.00% 0.00% Other expenses(d) 0.08% 0.34% 0.36% 0.38% 0.10% Total annual fund operating expenses 0.74% 1.50% 1.27% 1.04%(e) 0.76%
(a) This charge may be reduced depending on the value of your total investments in RiverSource Funds. See "Sales Charges." (b) Effective Dec. 11, 2006, the following changes were implemented: renaming Class Y as Class R4, terminating the shareholder servicing agreement, revising the fee structure under the transfer agent agreement from account-based to asset-based, and adopting a plan administration services agreement. (c) Includes the impact of a performance incentive adjustment fee that increased the management fee by 0.09% for the most recent fiscal year. The index against which the Fund's performance is measured for purposes of determining the performance incentive adjustment is the Lipper Large-Cap Growth Funds Index. See "Fund Management and Compensation" for more information. (d) Other expenses include an administrative services fee, a transfer agency fee, a custody fee, other nonadvisory expenses and, for Class R2, Class R3 and Class R4, a plan administration services fee. Other expenses may also include fees and expenses of affiliated and unaffiliated funds (acquired funds) which the Fund indirectly bears when it invests in the acquired funds. Because acquired funds will have varied expense and fee levels and the Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred by the Fund with respect to such investments will vary. (e) The investment manager and its affiliates have contractually agreed to waive certain fees and to absorb certain expenses until July 31, 2008, unless sooner terminated at the discretion of the Fund's Board. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment, will not exceed 0.97% for Class R4. - -------------------------------------------------------------------------------- 10P RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS EXAMPLES These examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. These examples assume that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. These examples also assume that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS Class A(a) $689 $ 931 $1,193 $1,940 Class B $699(b) $1,016(b) $1,258(b) $2,090(c) Class C $298(b) $ 613 $1,053 $2,280 Class I $ 76 $ 237 $ 412 $ 922 Class R2 $153 $ 474 $ 819 $1,796 Class R3 $129 $ 403 $ 698 $1,539 Class R4 $106 $ 331 $ 575 $1,276 Class R5 $ 78 $ 243 $ 423 $ 946 Class W $119 $ 372 $ 645 $1,425
(a) Includes a 5.75% sales charge. (b) Includes the applicable CDSC. (c) Based on conversion of Class B shares to Class A shares in the ninth year of ownership. You would pay the following expenses if you did not redeem your shares:
1 YEAR 3 YEARS 5 YEARS 10 YEARS Class A(a) $689 $931 $1,193 $1,940 Class B $199 $616 $1,058 $2,090(b) Class C $198 $613 $1,053 $2,280 Class I $ 76 $237 $ 412 $ 922 Class R2 $153 $474 $ 819 $1,796 Class R3 $129 $403 $ 698 $1,539 Class R4 $106 $331 $ 575 $1,276 Class R5 $ 78 $243 $ 423 $ 946 Class W $119 $372 $ 645 $1,425
(a) Includes a 5.75% sales charge. (b) Based on conversion of Class B shares to Class A shares in the ninth year of ownership. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS 11P OTHER INVESTMENT STRATEGIES AND RISKS Other Investment Strategies. In addition to the principal investment strategies previously described, the Fund may utilize investment strategies that are not principal investment strategies, including investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange traded funds(ETFs), also referred to as "acquired funds") ownership of which results in the Fund bearing its proportionate share of the acquired funds' fees and expenses. Although ETFs are designed to replicate the price and yield of a specified market index, there is no guarantee that an ETF will track its specified market index, which may result in a loss. For more information on strategies and holdings, and the risks of such strategies, including derivative instruments that the Fund may use, see the Fund's Statement of Additional Information (SAI) and its annual and semiannual reports. Unusual Market Conditions. During unusual market conditions, the Fund may temporarily invest more of its assets in money market securities than during normal market conditions. Although investing in these securities would serve primarily to attempt to avoid losses, this type of investing also could prevent the Fund from achieving its investment objective. During these times, the portfolio managers may make frequent securities trades that could result in increased fees, expenses and taxes, and decreased performance. Instead of investing in money market securities directly, the Fund may invest in shares of an affiliated money market fund. See "Cash Reserves" for more information. Securities Transaction Commissions. Securities transactions involve the payment by the Fund of brokerage commissions to broker-dealers, on occasion as compensation for research or brokerage services (commonly referred to as "soft dollars"), as the portfolio managers buy and sell securities for the Fund in pursuit of its objective. A description of the policies governing the Fund's securities transactions and the dollar value of brokerage commissions paid by the Fund are set forth in the SAI. The brokerage commissions set forth in the SAI do not include implied commissions or mark-ups (implied commissions) paid by the Fund for principal transactions (transactions made directly with a dealer or other counterparty), including most fixed income securities (and certain other instruments, including derivatives). Brokerage commissions do not reflect other elements of transaction costs, including the extent to which the Fund's purchase and sale transactions may cause the market to move and change the market price for an investment. Although brokerage commissions and implied commissions are not reflected in the expense table under "Fees and Expenses," they are reflected in the total return of the Fund. - -------------------------------------------------------------------------------- 12P RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS Portfolio Turnover. Trading of securities may produce capital gains, which are taxable to shareholders when distributed. Active trading may also increase the amount of brokerage commissions paid or mark-ups to broker-dealers that the Fund pays when it buys and sells securities. Capital gains and increased brokerage commissions or mark-ups paid to broker-dealers may adversely affect a fund's performance. The Fund's historical portfolio turnover rate, which measures how frequently the Fund buys and sells investments, is shown in the "Financial Highlights." Directed Brokerage. The Fund's Board of Directors (Board) has adopted a policy prohibiting the investment manager, or any subadviser, from considering sales of shares of the Fund as a factor in the selection of broker-dealers through which to execute securities transactions. Additional information regarding securities transactions can be found in the SAI. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS 13P FUND MANAGEMENT AND COMPENSATION INVESTMENT MANAGER RiverSource Investments, LLC (the investment manager or RiverSource Investments), 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474, is the investment manager to the RiverSource funds, and is a wholly-owned subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial). Ameriprise Financial is a financial planning and financial services company that has been offering solutions for clients' asset accumulation, income management and protection needs for more than 110 years. In addition to managing investments for all of the RiverSource funds, RiverSource Investments manages investments for itself and its affiliates. For institutional clients, RiverSource Investments and its affiliates provide investment management and related services, such as separate account asset management, and institutional trust and custody, as well as other investment products. For all of its clients, RiverSource Investments seeks to allocate investment opportunities in an equitable manner over time. See the SAI for more information. The Fund pays RiverSource Investments a fee for managing its assets. Under the Investment Management Services Agreement (Agreement), the fee for the most recent fiscal year was 0.66% of the Fund's average daily net assets, including an adjustment under the terms of a performance incentive arrangement. The adjustment is computed by comparing the Fund's performance to the performance of an index of comparable funds published by Lipper Inc. The index against which the Fund's performance is currently measured for purposes of the performance incentive adjustment is the Lipper Large-Cap Growth Funds Index. In certain circumstances, the Fund's Board may approve a change in the index. The maximum adjustment (increase or decrease) is 0.12% of the Fund's average net assets on an annual basis. Under the Agreement, the Fund also pays taxes, brokerage commissions, and nonadvisory expenses. A discussion regarding the basis for the Board approving the Agreement is available in the Fund's most recent annual or semiannual shareholder report. Portfolio Manager(s). The portfolio manager responsible for the day-to-day management of the Fund is: Nick Thakore, Portfolio Manager - - Managed the Fund since 2002. - - Joined RiverSource Investments in 2002. - - Analyst and Portfolio Manager, Fidelity Investments, 1993 to 2002. - - Began investment career in 1993. - - MBA, Wharton School, University of Pennsylvania. The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund. - -------------------------------------------------------------------------------- 14P RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS FINANCIAL HIGHLIGHTS THE FINANCIAL HIGHLIGHTS TABLES ARE INTENDED TO HELP YOU UNDERSTAND THE FUND'S FINANCIAL PERFORMANCE. CERTAIN INFORMATION REFLECTS FINANCIAL RESULTS FOR A SINGLE FUND SHARE. THE TOTAL RETURNS IN THE TABLES REPRESENT THE RATE THAT AN INVESTOR WOULD HAVE EARNED OR LOST ON AN INVESTMENT IN THE FUND (ASSUMING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS). THE INFORMATION FOR THE FISCAL YEAR ENDED JULY 31, 2007 HAS BEEN DERIVED FROM THE FINANCIAL STATEMENTS AUDITED BY ERNST & YOUNG LLP, WHOSE REPORT, ALONG WITH THE FUND'S FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS, IS INCLUDED IN THE ANNUAL REPORT WHICH, IF NOT INCLUDED WITH THIS PROSPECTUS, IS AVAILABLE UPON REQUEST. THE INFORMATION FOR THE PERIODS ENDED ON OR BEFORE JULY 31, 2006 HAS BEEN AUDITED BY KPMG LLP. CLASS A
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $28.61 $28.34 $23.73 $22.80 $20.88 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .23(b) .18 .04 .02 -- Net gains (losses) (both realized and unrealized) 4.11 .10 4.57 .91 1.92 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 4.34 .28 4.61 .93 1.92 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.22) (.01) -- -- -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $32.73 $28.61 $28.34 $23.73 $22.80 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $2,393 $2,351 $2,101 $2,117 $2,263 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.19% 1.14% 1.19% 1.03% 1.21% - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .71% .72% .16% .07% --% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% 134% 136% 171% 205% - ----------------------------------------------------------------------------------------------------------- Total return(e) 15.20% .98% 19.43% 4.08% 9.20% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS 15P CLASS B
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $26.06 $26.01 $21.95 $21.25 $19.61 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) (.02)(b) (.05) (.16) (.16) (.17) Net gains (losses) (both realized and unrealized) 3.75 .10 4.22 .86 1.81 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 3.73 .05 4.06 .70 1.64 - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $29.79 $26.06 $26.01 $21.95 $21.25 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $369 $462 $578 $598 $775 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.96% 1.91% 1.97% 1.81% 1.99% - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets (.06%) (.06%) (.62%) (.71%) (.77%) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% 134% 136% 171% 205% - ----------------------------------------------------------------------------------------------------------- Total return(e) 14.31% .19% 18.50% 3.29% 8.36% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- 16P RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS CLASS C
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $26.07 $26.01 $21.95 $21.25 $19.62 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) (.01)(b) (.04) (.16) (.16) (.17) Net gains (losses) (both realized and unrealized) 3.74 .10 4.22 .86 1.80 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 3.73 .06 4.06 .70 1.63 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.03) -- -- -- -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $29.77 $26.07 $26.01 $21.95 $21.25 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $20 $19 $15 $13 $12 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.95% 1.91% 1.97% 1.81% 2.01% - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets (.03%) (.03%) (.62%) (.71%) (.81%) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% 134% 136% 171% 205% - ----------------------------------------------------------------------------------------------------------- Total return(e) 14.31% .23% 18.50% 3.29% 8.31% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS 17P CLASS I
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004(B) Net asset value, beginning of period $29.31 $28.93 $24.10 $25.61 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .40(c) .32 .12 .09 Net gains (losses) (both realized and unrealized) 4.19 .10 4.71 (1.60) - ----------------------------------------------------------------------------------------------------------- Total from investment operations 4.59 .42 4.83 (1.51) - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.36) (.04) -- -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $33.54 $29.31 $28.93 $24.10 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $298 $256 $147 $18 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) .74% .68% .75% .57%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.21% 1.22% .55% .43%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% 134% 136% 171% - ----------------------------------------------------------------------------------------------------------- Total return(g) 15.70% 1.44% 20.04% (5.90%)(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from March 4, 2004 (inception date) to July 31, 2004. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- 18P RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS CLASS R2
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $32.23 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .13(c) Net gains (losses) (both realized and unrealized) 1.12 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 1.25 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.35) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $33.13 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) 1.50%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .63%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% - ----------------------------------------------------------------------------------------------------------- Total return(g) 3.93%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS 19P CLASS R3
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $32.23 - ----------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) .18(c) Net gains (losses) (both realized and unrealized) 1.13 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 1.31 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.36) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $33.18 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) 1.27%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .87%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% - ----------------------------------------------------------------------------------------------------------- Total return(g) 4.09%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- 20P RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS CLASS R4*
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $29.13 $28.81 $24.07 $23.09 $21.11 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .25(b) .24 .09 .07 .04 Net gains (losses) (both realized and unrealized) 4.22 .10 4.65 .91 1.94 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 4.47 .34 4.74 .98 1.98 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.26) (.02) -- -- -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $33.34 $29.13 $28.81 $24.07 $23.09 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $146 $265 $304 $350 $398 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.03% .95% 1.02% .86% 1.03% - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .79% .89% .34% .25% .18% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% 134% 136% 171% 205% - ----------------------------------------------------------------------------------------------------------- Total return(e) 15.39% 1.17% 19.69% 4.24% 9.38% - -----------------------------------------------------------------------------------------------------------
* Effective Dec. 11, 2006, Class Y was renamed Class R4. (a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS 21P CLASS R5
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $32.23 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .29(c) Net gains (losses) (both realized and unrealized) 1.12 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 1.41 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.36) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $33.28 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) .76%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.38%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% - ----------------------------------------------------------------------------------------------------------- Total return(g) 4.41%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- 22P RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS CLASS W
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $31.89 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .24(c) Net gains (losses) (both realized and unrealized) 1.43 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 1.67 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.35) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $33.21 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) 1.17%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.09%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% - ----------------------------------------------------------------------------------------------------------- Total return(g) 5.29%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 1, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 PROSPECTUS 23P BUYING AND SELLING SHARES The RiverSource funds are available through broker-dealers, certain 401(k) or other qualified and nonqualified plans, banks, or other financial intermediaries or institutions (financial institutions). THESE FINANCIAL INSTITUTIONS MAY CHARGE YOU ADDITIONAL FEES FOR THE SERVICES THEY PROVIDE AND THEY MAY HAVE DIFFERENT POLICIES NOT DESCRIBED IN THIS PROSPECTUS. Some policy differences may include different minimum investment amounts, exchange privileges, fund choices and cutoff times for investments. Additionally, recordkeeping, transaction processing and payments of distributions relating to your account may be performed by the financial institutions through which shares are held. Since the fund may not have a record of your transactions, you should always contact the financial institution through which you purchased the fund to make changes to or give instructions concerning your account or to obtain information about your account. The fund, the distributor and the transfer agent are not responsible for the failure of one of these financial institutions to carry out its obligations to its customers. DESCRIPTION OF SHARE CLASSES INVESTMENT OPTIONS -- CLASSES OF SHARES The RiverSource funds offer different classes of shares. There are differences among the fees and expenses for each class. See the "Fees and Expenses" table for more information. Not everyone is eligible to buy every class. After determining which classes you are eligible to buy, decide which class best suits your needs. Your financial institution can help you with this decision. The following table shows the key features of each class. (The cover of this prospectus indicates which classes are currently offered for this Fund.) INVESTMENT OPTIONS SUMMARY See the "Fees and Expenses" table to determine which classes are offered by this fund.
CONTINGENT PLAN INITIAL DEFERRED SALES DISTRIBUTION AND ADMINISTRATION AVAILABILITY SALES CHARGE CHARGE (CDSC) SERVICE FEE(A) FEE - ------------------------------------------------------------------------------------------------------------- Class A Available to Yes. Payable at No. Yes. No. all investors. time of purchase. 0.25% Lower sales charge for larger investments. - ------------------------------------------------------------------------------------------------------------- Class Available to No. Entire Maximum 5% CDSC during Yes. No. B(b) all investors. purchase price is the first year decreasing 1.00% invested in to 0% after six years. shares of the fund. - -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- S.1 S-6400-4
INVESTMENT OPTIONS SUMMARY (CONTINUED) CONTINGENT PLAN INITIAL DEFERRED SALES DISTRIBUTION AND ADMINISTRATION AVAILABILITY SALES CHARGE CHARGE (CDSC) SERVICE FEE(A) FEE - ------------------------------------------------------------------------------------------------------------- Class C Available to No. Entire 1% CDSC may apply if you Yes. No. all investors. purchase price is sell shares within one 1.00% invested in year after purchase. shares of the fund. - ------------------------------------------------------------------------------------------------------------- Class I Limited to No. No. No. No. qualifying institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R2 Limited to No. No. Yes. Yes. qualifying 0.50% 0.25% institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R3 Limited to No. No. Yes. Yes. qualifying 0.25% 0.25% institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R4 Limited to No. No. No. Yes. qualifying 0.25% institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R5 Limited to No. No. No. No. qualifying institutional investors. - ------------------------------------------------------------------------------------------------------------- Class W Limited to No. No. Yes. No. qualifying 0.25% discretionary managed accounts. - -------------------------------------------------------------------------------------------------------------
(a) For Class A, Class B, Class C, Class R2, Class R3 and Class W shares, each fund has adopted a plan under Rule 12b-1 of the Investment Company Act of 1940, as amended, that allows it to pay distribution and shareholder servicing-related expenses for the sale of shares. Because these fees are paid out of a fund's assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of distribution (sales) or servicing charges. (b) See "Buying and Selling Shares, Sales Charges, Class B and Class C -- contingent deferred sales charge alternative" for more information on the timing of conversion of Class B shares to Class A shares. Timing will vary depending on the date of your original purchase of the Class B shares. DISTRIBUTION AND SERVICE FEES The distribution and shareholder servicing fees for Class A, Class B, Class C, Class R2, Class R3 and Class W are subject to the requirements of Rule 12b-1 under the Investment Company Act of 1940, as amended, and are used to reimburse the distributor for certain expenses it incurs in connection with distributing a fund's shares and providing services to fund shareholders. These expenses include payment of distribution and shareholder servicing fees to financial institutions that sell shares of the fund, up to 0.50% of the average daily net assets of Class R2 shares sold and held through them and up to 0.25% of the average daily net assets of Class A, Class B, Class C, Class R3 and Class W shares sold and held through them. For Class A, Class B, Class R2, Class R3 and Class W shares, the distributor begins to pay these fees immediately after purchase. For Class C shares, the distributor begins to pay these fees one year after - -------------------------------------------------------------------------------- S.2 purchase. Financial institutions also receive distribution fees up to 0.75% of the average daily net assets of Class C shares sold and held through them, which the distributor begins to pay one year after purchase. For Class B shares, and, for the first year after sale only, for Class C shares, the fund's distributor retains the distribution fee of up to 0.75% in order to finance the payment of sales commissions to financial institutions that sell Class B shares, and to pay for other distribution related expenses. Financial institutions may compensate their financial advisors with the shareholder servicing and distribution fees paid to them by the distributor. PLAN ADMINISTRATION FEE Class R2, Class R3 and Class R4 pay an annual plan administration services fee for the provision of various administrative, recordkeeping, communication and educational services. The fee for Class R2, Class R3 and Class R4 is equal on an annual basis to 0.25% of assets attributable to the respective class. DETERMINING WHICH CLASS OF SHARES TO PURCHASE CLASS A, CLASS B AND CLASS C SHARES If your investments in RiverSource funds total $100,000 or more, Class A shares may be the better option because the sales charge is reduced for larger purchases. If you invest less than $100,000, consider how long you plan to hold your shares. Class B shares have a higher annual distribution fee than Class A shares and a CDSC for six years. Class B shares convert to Class A shares in the ninth year of ownership. Class B shares purchased through reinvested dividends and distributions also will convert to Class A shares in the same proportion as the other Class B shares. Class C shares also have a higher annual distribution fee than Class A shares. Class C shares have no sales charge if you hold the shares for longer than one year. Unlike Class B shares, Class C shares do not convert to Class A. As a result, you will pay a distribution fee for as long as you hold Class C shares. If you choose a deferred sales charge option (Class B or Class C), you should consider the length of time you intend to hold your shares. To help you determine which investment is best for you, consult your financial institution. CLASS I SHARES. The following eligible investors may purchase Class I shares: - - Any fund distributed by RiverSource Distributors, Inc. and Ameriprise Financial Services, if the fund seeks to achieve its investment objective by investing primarily in shares of the fund and other RiverSource funds. Class I shares may be purchased, sold or exchanged only through the distributor or an authorized financial institution. - -------------------------------------------------------------------------------- S.3 CLASS R SHARES. The following eligible institutional investors may purchase Class R2, Class R3, Class R4 and Class R5 shares: - - Qualified employee benefit plans. - - Trust companies or similar institutions, and charitable organizations that meet the definition in Section 501(c)(3) of the Internal Revenue Code. - - Non-qualified deferred compensation plans whose participants are included in a qualified employee benefit plan described above. - - State sponsored college savings plans established under Section 529 of the Internal Revenue Code. - - Health Savings Accounts (HSAs) created pursuant to public law 108-173. Additionally, if approved by the distributor, the following eligible institutional investors may purchase Class R5 shares: - - Institutional or corporate accounts above a threshold established by the distributor (currently $1 million per fund or $10 million in all RiverSource funds). - - Bank Trusts departments. Class R shares generally are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Educational Savings Accounts, SEPs, SAR- SEPs, SIMPLE IRAs and individual 403(b) plans. Class R shares may be purchased, sold or exchanged only through the distributor or an authorized financial institution. CLASS W SHARES. The following eligible investors may purchase Class W shares: - - Investors purchasing through authorized investment programs managed by investment professionals, including discretionary managed account programs. Class W shares may be purchased, sold or exchanged only through the distributor or an authorized financial institution. Shares originally purchased in a discretionary managed account may continue to be held in Class W outside of a discretionary managed account, but no additional Class W purchases may be made and no exchanges to Class W shares of another fund may be made outside of a discretionary managed account. IN ADDITION, FOR CLASS I, CLASS R AND CLASS W SHARES, THE DISTRIBUTOR, IN ITS SOLE DISCRETION, MAY ACCEPT INVESTMENTS FROM OTHER PURCHASERS NOT LISTED ABOVE. For more information, see the SAI. - -------------------------------------------------------------------------------- S.4 SALES CHARGES CLASS A -- INITIAL SALES CHARGE ALTERNATIVE Your purchase price for Class A shares is generally the net asset value (NAV) plus a front-end sales charge. The distributor receives the sales charge and re-allows a portion of the sales charge to the financial institution through which you purchased the shares. The distributor retains the balance of the sales charge. Sales charges vary depending on the amount of your purchase. SALES CHARGE* FOR CLASS A SHARES:
MAXIMUM AS A % OF AS A % OF NET RE-ALLOWANCE AS A % TOTAL MARKET VALUE PURCHASE PRICE** AMOUNT INVESTED OF PURCHASE PRICE - ---------------------------------------------------------------------------------------- Up to $49,999 5.75% 6.10% 5.00% $50,000 -- $99,999 4.75 4.99 4.00 $100,000 -- $249,999 3.50 3.63 3.00 $250,000 -- $499,999 2.50 2.56 2.15 $500,000 -- $999,999 2.00 2.04 1.75 $1,000,000 or more 0.00 0.00 0.00***
* Because of rounding in the calculation of the offering price, the portion of the sales charge retained by the distributor may vary and the actual sales charge you pay may be more or less than the sales charge calculated using these percentages. ** Purchase price includes the sales charge. ***Although there is no sales charge for purchases with a total market value over $1,000,000, and therefore no re-allowance, the distributor may pay a financial institution the following: a sales commission of up to 1.00% for a sale with a total market value of $1,000,000 to $2,999,999; a sales commission up to 0.50% for a sale of $3,000,000 to $9,999,999; and a sales commission up to 0.25% for a sale of $10,000,000 or more. INITIAL SALES CHARGE -- RIGHTS OF ACCUMULATION. You may be able to reduce the sales charge on Class A shares, based on the combined market value of your accounts. The current market values of the following investments are eligible to be added together for purposes of determining the sales charge on your purchase: - - Your current investment in a fund; and - - Previous investments you and members of your primary household group have made in Class A, Class B or Class C shares in the fund and other RiverSource funds, provided your investment was subject to a sales charge. Your primary household group consists of you, your spouse or domestic partner and your unmarried children under age 21 sharing a mailing address. The following accounts are eligible to be included in determining the sales charge on your purchase: - - Individual or joint accounts; - -------------------------------------------------------------------------------- S.5 - - Roth and traditional IRAs, SEPs, SIMPLEs and TSCAs, provided they are invested in Class A, Class B or Class C shares that were subject to a sales charge; - - UGMA/UTMA accounts for which you, your spouse, or your domestic partner is parent or guardian of the minor child; - - Revocable trust accounts for which you or a member of your primary household group, individually, is the beneficiary; - - Accounts held in the name of your, your spouse's, or your domestic partner's sole proprietorship or single owner limited liability company or S corporation; and - - Qualified retirement plan assets, provided that you are the sole owner of the business sponsoring the plan, are the sole participant (other than a spouse) in the plan, and have no intention of adding participants to the plan. The following accounts are NOT eligible to be included in determining the sales charge on your purchase: - - Accounts of pension and retirement plans with multiple participants, such as 401(k) plans (which are combined to reduce the sales charge for the entire pension or retirement plan and therefore are not used to reduce the sales charge for your individual accounts); - - Investments in Class A shares where the sales charge is waived, for example, purchases through wrap accounts; - - Investments in Class D, Class E, Class I, Class R2, Class R3, Class R4, Class R5, Class W or Class Y shares; - - Investments in 529 plans, donor advised funds, variable annuities, variable life insurance products, wrap accounts or managed separate accounts; and - - Charitable and irrevocable trust accounts. If you purchase RiverSource fund shares through different financial institutions, and you want to include those assets toward a reduced sales charge, you must inform your financial institution in writing about the other accounts when placing your purchase order. Contact your financial institution to determine what information is required. Unless you provide your financial institution in writing with information about all of the accounts that may count toward a sales charge reduction, there can be no assurance that you will receive all of the reductions for which you may be eligible. You should request that your financial institution provide this information to the fund when placing your purchase order. For more information on rights of accumulation, please see the SAI. - -------------------------------------------------------------------------------- S.6 INITIAL SALES CHARGE -- LETTER OF INTENT (LOI). Generally, if you intend to invest $50,000 or more over a period of 13 months or less, you may be able to reduce the front-end sales charges for investments in Class A shares by completing and filing a LOI form. The LOI becomes effective only after the form is processed in good order by the fund. An LOI can be backdated up to a maximum of 90 days. If the LOI is backdated, you may include prior investments in Class A shares that were charged a front-end sales load toward the LOI commitment amount. If the LOI is backdated, the 13-month period begins on the date of the earliest purchase included in the LOI. Holdings More than 90 Days Old. Purchases made more than 90 days before your LOI is processed by the fund will not be counted toward the commitment amount of the LOI and cannot be used as the starting point for the LOI. While these purchases cannot be included in an LOI, they may help you obtain a reduced sales charge on future purchases as described in "Initial Sales Charge -- Rights of Accumulation." Notification Obligation. You must request the reduced sales charge when you buy shares. If you do not complete and file the LOI form, or do not request the reduced sales charge at the time of purchase, you will not be eligible for the reduced sales charge. You should request that your financial institution provide this information to the fund when placing your purchase order. For more details on LOIs, please contact your financial institution or see the SAI. INITIAL SALES CHARGE -- WAIVERS OF THE SALES CHARGE FOR CLASS A SHARES. Sales charges do not apply to: - - current or retired Board members, officers or employees of RiverSource funds or RiverSource Investments or its affiliates, their spouses or domestic partners, children, parents and their spouse's or domestic partner's parents. - - current or retired Ameriprise Financial Services, Inc. (Ameriprise Financial Services) financial advisors, employees of financial advisors, their spouses or domestic partners, children, parents and their spouse's or domestic partner's parents. - - registered representatives and other employees of financial institutions having a selling agreement with the distributor, including their spouses, domestic partners, children, parents and their spouse's or domestic partner's parents. - - portfolio managers employed by subadvisers of the RiverSource funds, including their spouses or domestic partners, children, parents and their spouse's or domestic partner's parents. - - qualified employee benefit plans offering participants daily access to RiverSource funds. Eligibility must be determined in advance. For assistance, please contact your financial institution. - - direct rollovers from qualified employee benefit plans, provided that the rollover involves a transfer of Class R or Class Y shares in a fund to Class A shares in the same fund. - -------------------------------------------------------------------------------- S.7 - - purchases made: - with dividend or capital gain distributions from a fund or from the same class of another RiverSource fund; - through or under a wrap fee product or other investment product sponsored by a financial institution having a selling agreement with the distributor; - through state sponsored college savings plans established under Section 529 of the Internal Revenue Code; - through bank trust departments. - - shareholders whose original purchase was in a Strategist fund merged into a RiverSource fund in 2000. The distributor may, in its sole discretion, authorize the waiver of sales charges for additional purchases or categories of purchases. Policies related to reducing or waiving the sales charge may be modified or withdrawn at any time. Unless you provide your financial institution with information in writing about all of the factors that may count toward a waiver of the sales charge, there can be no assurance that you will receive all of the waivers for which you may be eligible. You should request that your financial institution provide this information to the fund when placing your purchase order. Because the current prospectus is available on RiverSource Investment's website free of charge, RiverSource Investments does not disclose this information separately on the website. CLASS B AND CLASS C -- CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE FOR CLASS B, the CDSC is based on the sale amount and the number of years between purchase and sale. The following table shows how CDSC percentages on sales decline:
IF THE SALE IS MADE DURING THE: THE CDSC PERCENTAGE RATE IS:* First year 5% Second year 4% Third year 4% Fourth year 3% Fifth year 2% Sixth year 1% Seventh or eighth year 0%
* Because of rounding in the calculation, the portion of the CDSC retained by the distributor may vary and the actual CDSC you pay may be more or less than the CDSC calculated using these percentages. - -------------------------------------------------------------------------------- S.8 Although there is no front-end sales charge when you buy Class B shares, the distributor pays a sales commission of 4% to financial institutions that sell Class B shares. A portion of this commission may, in turn, be paid to your financial advisor. The distributor receives any CDSC imposed when you sell your Class B shares. Purchases made prior to May 21, 2005 age on a calendar year basis. Purchases made beginning May 21, 2005 age on a daily basis. For example, a purchase made on Nov. 12, 2004 completed its first year on Dec. 31, 2004 under calendar year aging. However, a purchase made on Nov. 12, 2005 completed its first year on Nov. 11, 2006 under daily aging. Class B shares purchased prior to May 21, 2005 will convert to Class A shares in the ninth calendar year of ownership. Class B shares purchased beginning May 21, 2005 will convert to Class A shares one month after the completion of the eighth year of ownership. FOR CLASS C, a 1% CDSC may be charged if you sell your shares within one year after purchase. Although there is no front-end sales charge when you buy Class C shares, the distributor pays a sales commission of 1% to financial institutions that sell Class C shares. A portion of this commission may, in turn, be paid to your financial advisor. The distributor receives any CDSC imposed when you sell your Class C shares. For both Class B and Class C, if the amount you sell causes the value of your investment to fall below the cost of the shares you have purchased, the CDSC will be based on the lower of the cost of those shares purchased or market value. Because the CDSC is imposed only on sales that reduce your total purchase payments, you do not have to pay a CDSC on any amount that represents appreciation in the value of your shares, income earned by your shares, or capital gains. In addition, the CDSC on your sale, if any, will be based on your oldest purchase payment. The CDSC on the next amount sold will be based on the next oldest purchase payment. EXAMPLE Assume you had invested $10,000 in Class B shares and that your investment had appreciated in value to $12,000 after 3 1/2 years, including reinvested dividends and capital gain distributions. You could sell up to $2,000 worth of shares without paying a CDSC ($12,000 current value less $10,000 purchase amount). If you sold $2,500 worth of shares, the CDSC would apply to the $500 representing part of your original purchase price. The CDSC rate would be 3% because the sale was made during the fourth year after the purchase. CDSC -- WAIVERS OF THE CDSC FOR CLASS B SHARES. The CDSC will be waived on sales of shares: - - in the event of the shareholder's death; - - held in trust for an employee benefit plan; or - -------------------------------------------------------------------------------- S.9 - - held in IRAs or certain qualified plans, such as Keogh plans, tax-sheltered custodial accounts or corporate pension plans, provided that the shareholder is: - at least 59 1/2 years old AND - taking a retirement distribution (if the sale is part of a transfer to an IRA or qualified plan, or a custodian-to-custodian transfer, the CDSC will not be waived) OR - selling under an approved substantially equal periodic payment arrangement. CDSC -- WAIVERS OF THE CDSC FOR CLASS C SHARES. The CDSC will be waived on sales of shares in the event of the shareholder's death. CLASS I, CLASS R2, CLASS R3, CLASS R4, CLASS R5 AND CLASS W -- NO SALES CHARGE. For Class I, Class R2, Class R3, Class R4, Class R5 and Class W, there is no initial sales charge or CDSC. OPENING AN ACCOUNT Financial institutions are required by law to obtain certain personal information from each person who opens an account in order to verify the identity of the person. As a result, when you open an account you will be asked to provide your name, permanent street address, date of birth, and Social Security or Employer Identification number. You may also be asked for other identifying documents or information. If you do not provide this information, the financial institution through which you are investing in the fund may not be able to open an account for you. If the financial institution through which you are investing in the fund is unable to verify your identity, your account may be closed, or other steps may be taken, as deemed appropriate. When you buy shares, your order will be priced at the next NAV calculated after your order is accepted by the fund or an authorized financial institution. Your financial institution may establish and maintain your account directly or it may establish and maintain your account with the distributor. The distributor may appoint servicing agents to accept purchase orders and to accept exchange (and sale) orders on its behalf. Accounts maintained by the distributor will be supported by the fund's transfer agent. METHODS OF PURCHASING SHARES These methods of purchasing shares apply to Class A, Class B, and Class C shares. THROUGH AN ACCOUNT ESTABLISHED WITH YOUR FINANCIAL INSTITUTION ALL REQUESTS The financial institution through which you buy shares may have different policies not described in this prospectus, including different minimum investment amounts and minimum account balances. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.10 METHODS OF PURCHASING SHARES (CONTINUED) THROUGH AN ACCOUNT ESTABLISHED WITH THE FUND BY MAIL The financial institution through which you buy shares may establish an account directly with the fund. To establish an account in this fashion, complete a RiverSource funds account application with your financial advisor or investment professional, and mail the account application to the address below. Account applications may be requested by calling (888) 791-3380. Make your check payable to the fund. The fund does not accept cash, credit card convenience checks, money orders, traveler's checks, starter checks, third or fourth party checks, or other cash equivalents. Mail your check and completed application to: REGULAR MAIL RIVERSOURCE INVESTMENTS (FUNDS) P.O. BOX 8041 BOSTON, MA 02266-8041 EXPRESS MAIL RIVERSOURCE INVESTMENTS (FUNDS) C/O BFDS 30 DAN ROAD CANTON, MA 02021-2809 If you already have an account, include your name, account number and the name of the fund and class of shares along with your check. You can make scheduled investments in the fund by moving money from your checking account or savings account. See the Minimum Investment and Account Balance chart below for more information regarding scheduled investment plans. - -------------------------------------------------------------------------------- BY WIRE OR ACH Fund shares purchased through the distributor may be paid for by federal funds wire. Before sending a wire, call (888) 791-3380 to notify the distributor of the wire and to receive further instructions. If you are establishing an account with a wire purchase, you are required to send a signed account application to the address above. Please include the wire control number or your new account number on the application. Your bank or financial institution may charge additional fees for wire transactions. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.11 METHODS OF PURCHASING SHARES (CONTINUED) BY EXCHANGE Call (888) 791-3380 or send signed written instructions to the address above. - -------------------------------------------------------------------------------- MINIMUM INVESTMENT AND ACCOUNT BALANCE
FOR ALL FUNDS, CLASSES AND ACCOUNTS EXCEPT THOSE LISTED TO THE TAX QUALIFIED RIVERSOURCE DISCIPLINED RIGHT (NONQUALIFIED) ACCOUNTS SMALL CAP VALUE FUND CLASS W - ---------------------------------------------------------------------------------------------- INITIAL INVESTMENT $2,000 $1,000 $5,000 $500 - ---------------------------------------------------------------------------------------------- ADDITIONAL INVESTMENTS $100 $100 $100 None - ---------------------------------------------------------------------------------------------- ACCOUNT BALANCE* $300 None $2,500 $500
* If your fund account balance falls below the minimum account balance for any reason, including a market decline, you may be asked to increase it to the minimum account balance or establish a scheduled investment plan. If you do not do so within 30 days, your shares may be automatically redeemed and the proceeds mailed to you. - -------------------------------------------------------------------------------- MINIMUM INVESTMENT AND ACCOUNT BALANCE -- SCHEDULED INVESTMENT PLANS
FOR ALL FUNDS, CLASSES AND ACCOUNTS EXCEPT THOSE LISTED TO THE TAX QUALIFIED RIVERSOURCE DISCIPLINED RIGHT (NONQUALIFIED) ACCOUNTS SMALL CAP VALUE FUND CLASS W - ---------------------------------------------------------------------------------------------- INITIAL INVESTMENT $100 $100 $5,000 $500 - ---------------------------------------------------------------------------------------------- ADDITIONAL INVESTMENTS $100 $50 $100 None - ---------------------------------------------------------------------------------------------- ACCOUNT BALANCE** None None $2,500 $500
** If your fund account balance is below the minimum initial investment described above, you must make payments at least monthly. - -------------------------------------------------------------------------------- These minimums may be waived for accounts that are managed by an investment professional, for accounts held in approved discretionary or non-discretionary wrap programs, for accounts that are a part of an employer-sponsored retirement plan, or for other account types if approved by the distributor. The fund reserves the right to modify its minimum account requirements at any time, with or without prior notice. Please contact your financial institution for information regarding wire or electronic funds transfer. - -------------------------------------------------------------------------------- S.12 EXCHANGING OR SELLING SHARES You may exchange or sell shares by having your financial institution process your transaction. If your account is maintained directly with your financial institution, you must contact that financial institution to exchange or sell shares of the fund. If your account was established with the distributor, there are a variety of methods you may use to exchange or sell shares of the fund. WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES ACCOUNT ESTABLISHED WITH YOUR FINANCIAL INSTITUTION ALL REQUESTS You can exchange or sell shares by having your financial institution process your transaction. The financial institution through which you purchased shares may have different policies not described in this prospectus, including different transaction limits, exchange policies and sale procedures. - -------------------------------------------------------------------------------- ACCOUNT ESTABLISHED WITH THE FUND BY MAIL Mail your exchange or sale request to: REGULAR MAIL RIVERSOURCE INVESTMENTS (FUNDS) P.O. BOX 8041 BOSTON, MA 02266-8041 EXPRESS MAIL RIVERSOURCE INVESTMENTS (FUNDS) C/O BFDS 30 DAN ROAD CANTON, MA 02021-2809 Include in your letter: - your name - the name of the fund(s) - your account number - the class of shares to be exchanged or sold - your Social Security number or Employer Identification number - the dollar amount or number of shares you want to exchange or sell - specific instructions regarding delivery or exchange destination - signature(s) of registered account owner(s) - any special documents the transfer agent may require in order to process your order - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.13 WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES (CONTINUED) ACCOUNT ESTABLISHED WITH THE FUND (CONT.) BY MAIL (CONT.) Corporate, trust or partnership accounts may need to send additional documents. Payment will be mailed to the address of record and made payable to the names listed on the account, unless your request specifies differently and is signed by all owners. A Medallion Signature Guarantee is required if: - Amount is over $50,000. - You want your check made payable to someone other than yourself. - Your address has changed within the last 30 days. - You want the check mailed to an address other than the address of record. - You want the proceeds sent to a bank account not on file. - You are the beneficiary of the account and the account owner is deceased (additional documents may be required). A Medallion Signature Guarantee assures that a signature is genuine and not a forgery. The financial institution providing the Guarantee is financially liable for the transaction if the signature is a forgery. Eligible guarantors include commercial banks, trust companies, savings associations, and credit unions as defined by the Federal Deposit Insurance Act. Note: A guarantee from a notary public is not acceptable. NOTE: Any express mail delivery charges you pay will vary depending on domestic or international delivery instructions. - -------------------------------------------------------------------------------- BY TELEPHONE Call (888) 791-3380. Unless you elect not to have telephone exchange and sale privileges, they will automatically be available to you. Reasonable procedures will be used to confirm authenticity of telephone exchange or sale requests. Telephone privileges may be modified or discontinued at any time. Telephone exchange and sale privileges automatically apply to all accounts except custodial, corporate or qualified retirement accounts. You may request that these privileges NOT apply by writing to the address above. Payment will be mailed to the address of record and made payable to the names listed on the account. Telephone sale requests are limited to $100,000 per day. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.14 WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES (CONTINUED) ACCOUNT ESTABLISHED WITH THE FUND (CONT.) BY WIRE OR ACH You can wire money from your fund account to your bank account. Make sure we have your bank account information on file. If we do not have this information, you will need to send written instructions with your bank's name and a voided check or savings account deposit slip. Call (888) 791-3380 or send a letter of instruction, with a Medallion Signature Guarantee if required, to the address above. A service fee may be charged against your account for each wire sent. Minimum amount: $100 Your bank or financial institution may charge additional fees for wire transactions. - -------------------------------------------------------------------------------- BY SCHEDULED PAYOUT PLAN You may elect to receive regular periodic payments through an automatic sale of shares. See the SAI for more information. - -------------------------------------------------------------------------------- IMPORTANT: Payments sent by a bank authorization or check that are not guaranteed may take up to ten days to clear. This may cause your sale request to fail to process if the requested amount includes unguaranteed funds. EXCHANGES Generally, you may exchange your fund shares for shares of the same class of any other publicly offered RiverSource fund without a sales charge. For complete information on the fund you are exchanging into, including fees and expenses, read that fund's prospectus carefully. Your exchange will be priced at the next NAV calculated after your transaction request is received in good order. MARKET TIMING IS FREQUENT OR SHORT-TERM TRADING BY CERTAIN SHAREHOLDERS INTENDED TO PROFIT AT THE EXPENSE OF OTHER SHAREHOLDERS BY SELLING SHARES OF A FUND SHORTLY AFTER PURCHASE. MARKET TIMING MAY ADVERSELY IMPACT A FUND'S PERFORMANCE BY PREVENTING THE INVESTMENT MANAGER FROM FULLY INVESTING THE ASSETS OF THE FUND, DILUTING THE VALUE OF SHARES HELD BY LONG-TERM SHAREHOLDERS, OR INCREASING THE FUND'S TRANSACTION COSTS. - -------------------------------------------------------------------------------- S.15 FUNDS THAT INVEST IN SECURITIES THAT TRADE INFREQUENTLY MAY BE VULNERABLE TO MARKET TIMERS WHO SEEK TO TAKE ADVANTAGE OF INEFFICIENCIES IN THE SECURITIES MARKETS. FUNDS THAT INVEST IN SECURITIES THAT TRADE ON OVERSEAS SECURITIES MARKETS MAY BE VULNERABLE TO MARKET TIMERS WHO SEEK TO TAKE ADVANTAGE OF CHANGES IN THE VALUES OF SECURITIES BETWEEN THE CLOSE OF OVERSEAS MARKETS AND THE CLOSE OF U.S. MARKETS, WHICH IS GENERALLY THE TIME AT WHICH A FUND'S NAV IS CALCULATED. TO THE EXTENT THAT A FUND HAS SIGNIFICANT HOLDINGS OF SMALL CAP STOCKS OR FOREIGN SECURITIES, THE RISKS OF MARKET TIMING MAY BE GREATER FOR THE FUND THAN FOR OTHER FUNDS. SEE "PRINCIPAL INVESTMENT STRATEGIES" FOR A DISCUSSION OF THE TYPES OF SECURITIES IN WHICH YOUR FUND INVESTS. SEE "VALUING FUND SHARES" FOR A DISCUSSION OF THE RIVERSOURCE FUNDS' POLICY ON FAIR VALUE PRICING, WHICH IS INTENDED, IN PART, TO REDUCE THE FREQUENCY AND EFFECT OF MARKET TIMING. THE RIVERSOURCE FUNDS' BOARDS HAVE ADOPTED A POLICY THAT IS DESIGNED TO DETECT AND DETER MARKET TIMING THAT MAY BE HARMFUL TO THE FUNDS. EACH FUND SEEKS TO ENFORCE THIS POLICY THROUGH ITS SERVICE PROVIDERS AS FOLLOWS: - - The fund tries to distinguish market timing from trading that it believes is not harmful, such as periodic rebalancing for purposes of asset allocation or dollar cost averaging. Under the fund's procedures, there is no set number of transactions in the fund that constitutes market timing. Even one purchase and subsequent sale by related accounts may be market timing. Generally, the fund seeks to restrict the exchange privilege of an investor who makes more than three exchanges into or out of the fund in any 90-day period. Accounts held by a retirement plan or a financial institution for the benefit of its participants or clients, which typically engage in daily transactions, are not subject to this limit, although the fund seeks the assistance of financial institutions in applying similar restrictions on the sub-accounts of their participants or clients. - - If an investor's trading activity is determined to be market timing or otherwise harmful to existing shareholders, the fund reserves the right to modify or discontinue the investor's exchange privilege or reject the investor's purchases or exchanges, including purchases or exchanges accepted by a financial institution. The fund may treat accounts it believes to be under common control as a single account for these purposes, although it may not be able to identify all such accounts. - - Although the fund does not knowingly permit market timing, it cannot guarantee that it will be able to identify and restrict all short-term trading activity. The fund receives purchase and sale orders through financial institutions where market timing activity may not always be successfully detected. Other exchange policies: - - Exchanges must be made into the same class of shares of the new fund. - -------------------------------------------------------------------------------- S.16 - - Exchanges into RiverSource Tax-Exempt Money Market Fund may be made only from Class A shares. - - If your exchange creates a new account, it must satisfy the minimum investment amount for new purchases. - - Once the fund receives your exchange request, you cannot cancel it. - - Shares of the new fund may not be used on the same day for another exchange or sale. - - Shares of Class W originally purchased, but no longer held in a discretionary managed account, may not be exchanged for Class W shares of another fund. You may continue to hold these shares in the fund. Changing your investment to a different fund will be treated as a sale and purchase, and you will be subject to applicable taxes on the sale and sales charges on the purchase of the new fund. SELLING SHARES You may sell your shares at any time. The payment will be sent within seven days after your request is received in good order. When you sell shares, the amount you receive may be more or less than the amount you invested. Your sale price will be the next NAV calculated after your request is received in good order, minus any applicable CDSC. REPURCHASES. You can change your mind after requesting a sale and use all or part of the sale proceeds to purchase new shares in the same account, fund and class from which you sold. If you reinvest in Class A, you will purchase the new shares at NAV, up to the amount of the sale proceeds, instead of paying a sales charge on the date of a new purchase. If you reinvest in Class B or Class C, any CDSC you paid on the amount you are reinvesting also will be reinvested. In order for you to take advantage of this repurchase waiver, you must notify your financial institution within 90 days of the date your sale request was processed. Contact your financial institution for information on required documentation. The repurchase privilege may be modified or discontinued at any time and use of this option may have tax consequences. Each fund reserves the right to redeem in kind. For more details and a description of other sales policies, please see the SAI. VALUING FUND SHARES For classes of shares sold with an initial sales charge, the public offering or purchase price is the net asset value plus the sales charge. For funds or classes of shares sold without an initial sales charge, the public offering price is the NAV. - -------------------------------------------------------------------------------- S.17 Orders in good form are priced at the NAV next determined after you place your order. Good form or good order means that your instructions have been received in the form required by the fund. This may include, for example, providing the fund name and account number, the amount of the transaction and all required signatures. For more information, contact your financial institution. The NAV is the value of a single share of a fund. The NAV is determined by dividing the value of a fund's assets, minus any liabilities, by the number of shares outstanding. The NAV is calculated as of the close of business on the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time, on each day that the NYSE is open. Securities are valued primarily on the basis of market quotations. Market quotations are obtained from outside pricing services approved and monitored under procedures adopted by the Board. Certain short-term securities with maturities of 60 days or less are valued at amortized cost. When reliable market quotations are not readily available, investments are priced at fair value based on procedures adopted by the Board. These procedures are also used when the value of an investment held by a fund is materially affected by events that occur after the close of a securities market but prior to the time as of which the fund's NAV is determined. Valuing investments at fair value involves reliance on judgment. The fair value of an investment is likely to differ from any available quoted or published price. To the extent that a fund has significant holdings of foreign securities or small cap stocks that may trade infrequently, fair valuation may be used more frequently than for other funds. The funds use an unaffiliated service provider to assist in determining fair values for foreign securities. Foreign investments are valued in U.S. dollars. Some of a fund's securities may be listed on foreign exchanges that trade on weekends or other days when the fund does not price its shares. In that event, the NAV of the fund's shares may change on days when shareholders will not be able to purchase or sell the fund's shares. DISTRIBUTIONS AND TAXES As a shareholder you are entitled to your share of your fund's net income and net gains. Each fund distributes dividends and capital gains to qualify as a regulated investment company and to avoid paying corporate income and excise taxes. - -------------------------------------------------------------------------------- S.18 DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS Your fund's net investment income is distributed to you as dividends. Dividends may be composed of qualifying dividend income, which is eligible for preferential tax rates under current tax law, as well as other ordinary dividend income, which may include non-qualifying dividends, interest income and short-term capital gains. Capital gains are realized when a security is sold for a higher price than was paid for it. Each realized capital gain or loss is long-term or short-term depending on the length of time the fund held the security. Realized capital gains and losses offset each other. The fund offsets any net realized capital gains by any available capital loss carryovers. Net short-term capital gains are included in net investment income. Net realized long-term capital gains, if any, are distributed by the end of the calendar year as capital gain distributions. REINVESTMENTS Dividends and capital gain distributions are automatically reinvested in additional shares in the same class of the fund, unless you request distributions in cash. The financial institution through which you purchased shares may have different policies. Distributions are reinvested at the next calculated NAV after the distribution is paid. If you choose cash distributions, you will receive cash only for distributions declared after your request has been processed. TAXES If you buy shares shortly before the record date of a distribution, you may pay taxes on money earned by the fund before you were a shareholder. You will pay the full pre-distribution price for the shares, then receive a portion of your investment back as a distribution, which may be taxable. For tax purposes, an exchange is considered a sale and purchase, and may result in a gain or loss. A sale is a taxable transaction. If you sell shares for less than their cost, the difference is a capital loss. If you sell shares for more than their cost, the difference is a capital gain. Your gain may be short term (for shares held for one year or less) or long term (for shares held for more than one year). You may not create a tax loss, based on paying a sales charge, by exchanging shares within 91 days of purchase. If you buy Class A shares and within 91 days exchange into another fund, you may not include the sales charge in your calculation of tax gain or loss on the sale of the first fund you purchased. The sales charge may be included in the calculation of your tax gain or loss on a subsequent sale of the second fund you purchased. For more information, see the SAI. Distributions are subject to federal income tax and may be subject to state and local taxes in the year they are declared. You must report distributions on your tax returns, even if they are reinvested in additional shares. - -------------------------------------------------------------------------------- S.19 Income received by a fund may be subject to foreign tax and withholding. Tax conventions between certain countries and the U.S. may reduce or eliminate these taxes. Selling shares held in an IRA or qualified retirement account may subject you to federal taxes, penalties and reporting requirements upon the withdrawal of the sales proceeds from such accounts. Please consult your tax advisor. REITs often do not provide complete tax information until after the calendar year-end; generally mid to late January and continuing through early February. Consequently, if your fund has significant investments in REITs, you may not receive your Form 1099-DIV until February. Other RiverSource funds tax statements are mailed in January. IMPORTANT: This information is a brief and selective summary of some of the tax rules that apply to an investment in a fund. Because tax matters are highly individual and complex, you should consult a qualified tax advisor. GENERAL INFORMATION AVAILABILITY AND TRANSFERABILITY OF FUND SHARES Please consult your financial institution to determine availability of RiverSource funds. Currently, RiverSource funds may be purchased or sold through affiliated broker-dealers of RiverSource Investments and through certain unaffiliated financial institutions. If you set up an account at a financial institution that does not have, and is unable to obtain, a selling agreement with the distributor of the RiverSource funds, you will not be able to transfer RiverSource fund holdings to that account. In that event, you must either maintain your RiverSource fund holdings with your current financial institution, find another financial institution with a selling agreement, or sell your shares, paying any applicable CDSC. Please be aware that transactions in taxable accounts are taxable events and may result in income tax liability. ADDITIONAL SERVICES AND COMPENSATION In addition to acting as the fund's investment manager, RiverSource Investments and its affiliates also receive compensation for providing other services to the funds. Administration Services. Ameriprise Financial, 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474, provides or compensates others to provide administrative services to the RiverSource funds. These services include administrative, accounting, treasury, and other services. Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." - -------------------------------------------------------------------------------- S.20 Custody Services. Ameriprise Trust Company, 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (the custodian or Ameriprise Trust Company), provides custody services to all but a limited number of the RiverSource funds, for which U.S. Bank National Association provides custody services. In addition, Ameriprise Trust Company is paid for certain transaction fees and out-of-pocket expenses incurred while providing services to the funds. Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." Distribution and Shareholder Services. RiverSource Distributors, Inc., 50611 Ameriprise Financial Center, Minneapolis, Minnesota 55474, and Ameriprise Financial Services, 70100 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (collectively, the distributor), provide underwriting and distribution services to the RiverSource funds. Under the Distribution Agreement and related distribution and shareholder servicing plans, the distributor receives distribution and shareholder servicing fees. The distributor may retain a portion of these fees to support its distribution and shareholder servicing activity. The distributor re-allows the remainder of these fees (or the full fee) to the financial institutions that sell fund shares and provide services to shareholders. Fees paid by a fund for these services are set forth under "Distribution (12b-1) fees" in the expense table under "Fees and Expenses." More information on how these fees are used is set forth under "Investment Options -- Classes of Shares" and in the SAI. The distributor also administers any sales charges paid by an investor at the time of purchase or at the time of sale. See "Shareholder Fees (fees paid directly from your investment)" under "Fees and Expenses" for the scheduled sales charge of each share class. See "Buying and Selling Shares: Sales Charges" for variations in the scheduled sales charges, and for how these sales charges are used by the distributor. See "Other Investment Strategies and Risks" for the RiverSource funds' policy regarding directed brokerage. Plan Administration Services. Under a Plan Administration Services Agreement the fund pays for plan administration services, including services such as implementation and conversion services, account set-up and maintenance, reconciliation and account recordkeeping, education services and administration to various plan types, including 529 plans, retirement plans and Health Savings Accounts (HSAs). Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." - -------------------------------------------------------------------------------- S.21 Transfer Agency Services. RiverSource Service Corporation, 734 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (the transfer agent or RiverSource Service Corporation), provides or compensates others to provide transfer agency services to the RiverSource funds. The RiverSource funds pay the transfer agent a fee that varies by class, as set forth in the SAI, and reimburses the transfer agent for its out-of-pocket expenses incurred while providing these transfer agency services to the funds. Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." RiverSource Service Corporation pays a portion of these fees to financial institutions that provide sub-recordkeeping and other services to fund shareholders. The SAI provides additional information about the services provided and the fee schedules for the transfer agent agreements. PAYMENTS TO FINANCIAL INSTITUTIONS RiverSource Investments and its affiliates may make or support additional cash payments out of their own resources to financial institutions, including inter- company allocation of resources to affiliated broker-dealers such as Ameriprise Financial Services (and its licensed representatives), in connection with selling fund shares or providing services to the fund or its shareholders. These inter-company allocations may include payment as compensation to employees of RiverSource Investments who are licensed by Ameriprise Financial Services, in respect of certain sales and solicitation activity on behalf of the funds. These payments and inter-company allocations are in addition to any 12b-1 distribution and/or shareholder service fees or other amounts paid by the fund to the distributor under distribution and shareholder servicing plans, or paid by the fund to the transfer agent under its transfer agency agreement or plan administration agreement, which fees may be used by these entities to support shareholder account maintenance, sub-accounting, recordkeeping or other services provided directly by the financial institution to shareholders or 529 and retirement plans and the plan participants. In exchange for these payments and inter-company allocations, RiverSource Investments and its affiliates may receive preferred access to registered representatives of a financial institution (for example, the ability to make presentations in branch offices or at conferences) or preferred access to customers of the financial institution (for example, the ability to advertise or directly interact with the financial institution's customers in order to sell the fund). These arrangements are sometimes referred to as "revenue sharing payments." In some cases, these arrangements may create an incentive for a financial institution or its representatives to recommend or sell shares of a fund and may create a conflict of interest between a financial institution's financial interest and its duties to its customers. Please contact the financial institution through which you are purchasing shares of the fund for details about any payments it may receive in connection with the solicitation and sale of fund shares or providing services to the fund or its shareholders. These payments and inter-company allocations are usually calculated based on a percentage of fund sales and/or as a percentage of - -------------------------------------------------------------------------------- S.22 fund assets attributable to a particular financial institution. These payments may also be negotiated based on other criteria or factors including, but not limited to, the financial institution's affiliation with the investment manager, its reputation in the industry, its ability to attract and retain assets, its access to target markets, its customer relationships and the scope and quality of services it provides. The amount of payment or inter-company allocation may vary by financial institution and by type of sale (e.g., purchases of different share classes or purchases of the fund through a qualified plan or through a wrap program), and may be significant. From time to time, RiverSource Investments and its affiliates may make other reimbursements or payments to financial institutions or their representatives including non-cash compensation, in the form of gifts of nominal value, occasional meals, tickets, or other entertainment, support for due diligence trips, training and educational meetings or conference sponsorships, support for recognition programs, and other forms of non-cash compensation permissible under regulations to which these financial institutions and their representatives are subject. ADDITIONAL MANAGEMENT INFORMATION MANAGER OF MANAGERS EXEMPTION. The RiverSource funds have received an order from the Securities and Exchange Commission that permits RiverSource Investments, subject to the approval of the Board, to appoint a subadviser or change the terms of a subadvisory agreement for a fund without first obtaining shareholder approval. The order permits the fund to add or change unaffiliated subadvisers or change the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. RiverSource Investments or its affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create a conflict of interest. In making recommendations to the Board to appoint or to change a subadviser, or to change the terms of a subadvisory agreement, RiverSource Investments does not consider any other relationship it or its affiliates may have with a subadviser, and RiverSource Investments discloses the nature of any material relationships it has with a subadviser to the Board. - -------------------------------------------------------------------------------- S.23 AFFILIATED PRODUCTS. RiverSource Investments also serves as investment manager to RiverSource funds that provide asset-allocation services to shareholders by investing in shares of other RiverSource funds (Funds of Funds) and to discretionary managed accounts (collectively referred to as "affiliated products"). A fund may experience relatively large purchases or redemptions from the affiliated products. Although RiverSource Investments seeks to minimize the impact of these transactions by structuring them over a reasonable period of time or through other measures, a fund may experience increased expenses as it buys and sells securities to manage transactions for the affiliated products. In addition, because the affiliated products may own a substantial portion of a fund, a redemption by one or more affiliated product could cause a fund's expense ratio to increase as the fund's fixed costs would be spread over a smaller asset base. RiverSource Investments monitors expense levels and is committed to offering funds that are competitively priced. RiverSource Investments will report to the Board on the steps it has taken to manage any potential conflicts. CASH RESERVES. A fund may invest its daily cash balance in RiverSource Short- Term Cash Fund (Short-Term Cash Fund), a money market fund established for the exclusive use of the RiverSource funds and other institutional clients of RiverSource Investments. While Short-Term Cash Fund does not pay an advisory fee to RiverSource Investments, it does incur other expenses, and is expected to operate at a very low expense ratio. A fund will invest in Short-Term Cash Fund only to the extent it is consistent with the fund's investment objectives and policies. Short-Term Cash Fund is not insured or guaranteed by the FDIC or any other government agency. FUND HOLDINGS DISCLOSURE. The Board has adopted policies and procedures that govern the timing and circumstances of disclosure to shareholders and third parties of information regarding the securities owned by a fund. A description of these policies and procedures is included in the SAI. LEGAL PROCEEDINGS. Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the fund is not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the fund or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the fund. Information regarding certain pending and settled legal proceedings may be found in the Fund's shareholder reports and in the SAI. Additionally, Ameriprise Financial is required to make 10-Q, 10-K and, as necessary, 8-K filings with the Securities and Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov. - -------------------------------------------------------------------------------- S.24 This fund can be purchased from Ameriprise Financial Services or from a limited number of other authorized financial institutions. The fund can be found under the "RiverSource" banner in most mutual fund quotations. Additional information about the fund and its investments is available in the fund's SAI, and annual and semiannual reports to shareholders. In the fund's annual report, you will find a discussion of market conditions and investment strategies that significantly affected the fund's performance during its most recent fiscal year. The SAI is incorporated by reference in this prospectus. For a free copy of the SAI, the annual report, or the semiannual report, or to request other information about the fund, contact RiverSource Funds or your financial institution. To make a shareholder inquiry, contact the financial institution through whom you purchased the fund. RiverSource Funds 734 Ameriprise Financial Center Minneapolis, MN 55474 (888) 791-3380 RiverSource Funds information available at RiverSource Investments website address: riversource.com/funds You may review and copy information about the fund, including the SAI, at the Securities and Exchange Commission's (Commission) Public Reference Room in Washington, D.C. (for information about the public reference room call 1-202-551-8090). Reports and other information about the fund are available on the EDGAR Database on the Commission's Internet site at www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing to the Public Reference Section of the Commission, 100 F Street, N.E., Washington, D.C. 20549-0102. Investment Company Act File #811-2111 TICKER SYMBOL Class A: INIDX Class B: IGRBX Class C: AXGCX Class I: AGWIX Class R2: -- Class R3: RSCGX Class R4: IGRYX Class R5: RSWHX Class W: --
(RIVERSOURCE INVESTMENTS LOGO) S-6455-99 AC (9/07) Prospectus (RIVERSOURCE INVESTMENTS LOGO) RIVERSOURCE(R) LARGE CAP EQUITY FUND PROSPECTUS SEPT. 28, 2007 RIVERSOURCE LARGE CAP EQUITY FUND SEEKS TO PROVIDE SHAREHOLDERS WITH LONG-TERM GROWTH OF CAPITAL. Classes A, B, C, I, R2, R3, R4 and R5 As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. You may qualify for sales charge discounts on purchases of Class A shares. Please notify your financial institution if you have other accounts holding shares of RiverSource funds to determine whether you qualify for a sales charge discount. See "Buying and Selling Shares" for more information. NOT FDIC INSURED - MAY LOSE VALUE - NO BANK GUARANTEE TABLE OF CONTENTS THE FUND.................................................... 3P Objective................................................... 3p Principal Investment Strategies............................. 3p Principal Risks............................................. 4p Past Performance............................................ 7p Fees and Expenses........................................... 11p Other Investment Strategies and Risks....................... 14p Fund Management and Compensation............................ 16p FINANCIAL HIGHLIGHTS........................................ 18P BUYING AND SELLING SHARES................................... S.1 Description of Share Classes................................ S.1 Investment Options -- Classes of Shares ................. S.1 Sales Charges............................................ S.5 Opening an Account....................................... S.10 Exchanging or Selling Shares................................ S.13 Exchanges................................................ S.15 Selling Shares........................................... S.17 VALUING FUND SHARES......................................... S.17 DISTRIBUTIONS AND TAXES..................................... S.18 Dividends and Capital Gain Distributions.................... S.19 Reinvestments............................................... S.19 Taxes....................................................... S.19 GENERAL INFORMATION......................................... S.20
- -------------------------------------------------------------------------------- 2P RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS THE FUND OBJECTIVE RiverSource Large Cap Equity Fund (the Fund) seeks to provide shareholders with long-term growth of capital. Because any investment involves risk, achieving this objective cannot be guaranteed. Only shareholders can change the Fund's objective. PRINCIPAL INVESTMENT STRATEGIES Under normal market conditions, at least 80% of the Fund's net assets are invested in equity securities of companies with a market capitalization greater than $5 billion at the time of purchase. The Fund may invest in income-producing equity securities, such as dividend paying stocks, convertible securities and preferred stocks. Up to 25% of the Fund's net assets may be invested in foreign investments. The Fund will provide shareholders with at least 60 days' notice of any change in the 80% policy. In pursuit of the Fund's objective, the investment manager (RiverSource Investments, LLC) will hold both growth and value companies and at times may favor one more than the other based on available opportunities. When optimizing for growth, the investment manager invests in companies it believes to have above-average long-term growth potential, or technological superiority, and it selects investments based, among other factors, on: - Effective management. - Financial strength. - Competitive market or product position. - Technological advantage relative to other companies. When optimizing for value, the investment manager invests in companies that appear to be undervalued by various measures or that may be temporarily out of favor, but have good prospects for capital appreciation, and it selects investments based, among other factors, on: - - Identifying a variety of large, well-established companies whose underlying fundamentals are stable, or are anticipated to become stable, or whose fundamentals are improving. - - Identifying stocks that are undervalued: - because they have one or more ratios, such as price-to-earnings or price-to- cash flow, that are low relative to the general market, or have a yield that exceeds the market; - because one or more of their valuation ratios are low relative to historical levels for the stock; - because one or more of their valuation ratios or other financial measures make that stock attractive relative to its peers; or - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS 3P - because they are undervalued relative to their intrinsic value, as identified by the investment manager. In evaluating whether to sell a security, the investment manager considers factors including, among others, whether: - - The security is overvalued relative to other potential investments. - - The security has reached the investment manager's price objective. - - The company has met the investment manager's earnings and/or growth expectations. - - Potential losses, due to factors such as a market down-turn, can be minimized. - - A more attractive opportunity has been identified. The investment manager may use derivatives such as futures, options, forward contracts and structured investments, to produce incremental earnings, to hedge existing positions, or to increase flexibility. PRINCIPAL RISKS Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include: ACTIVE MANAGEMENT RISK. The Fund is actively managed and its performance therefore will reflect in part the ability of the portfolio managers to select securities and to make investment decisions that are suited to achieving the Fund's investment objective. Due to its active management, the Fund could underperform other mutual funds with similar investment objectives. DERIVATIVES RISK. Derivatives are financial instruments that have a value which depends upon, or is derived from, the value of something else, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. Gains or losses involving derivative instruments may be substantial, because a relatively small price movement in the underlying security(ies), instrument, currency or index may result in a substantial gain or loss for the Fund. Derivative instruments in which the Fund invests will typically increase the Fund's exposure to Principal Risks to which it is otherwise exposed, and may expose the Fund to additional risks, including counterparty credit risk, leverage risk, hedging risk, correlation risk, and liquidity risk. Counterparty credit risk is the risk that a counterparty to the derivative instrument becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, and the Fund may obtain no recovery of its investment or may only obtain a limited recovery, and any recovery may be delayed. Hedging risk is the risk that derivative instruments used to hedge against an opposite position may offset losses, but they may also offset gains. - -------------------------------------------------------------------------------- 4P RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS Correlation risk is related to hedging risk and is the risk that there may be an incomplete correlation between the hedge and the opposite position, which may result in increased or unanticipated losses. Liquidity risk is the risk that the derivative instrument may be difficult or impossible to sell or terminate, which may cause the Fund to be in a position to do something the investment manager would not otherwise choose, including accepting a lower price for the derivative instrument, selling other investments or foregoing another, more appealing investment opportunity. Leverage risk is the risk that losses from the derivative instrument may be greater than the amount invested in the derivative instrument. Certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment. See the SAI for more information on derivative instruments and related risks. FOREIGN RISK. The following are all components of foreign risk: Country risk includes the political, economic, and other conditions of the country. These conditions include lack of publicly available information, less government oversight (including lack of accounting, auditing, and financial reporting standards), the possibility of government-imposed restrictions, and even the nationalization of assets. The liquidity of foreign investments may be more limited than for most U.S. investments, which means that, at times it may be difficult to sell foreign securities at desirable prices. Currency risk results from the constantly changing exchange rate between local currency and the U.S. dollar. Whenever the Fund holds securities valued in a foreign currency or holds the currency, changes in the exchange rate add to or subtract from the value of the investment. Custody risk refers to the process of clearing and settling trades. It also covers holding securities with local agents and depositories. Low trading volumes and volatile prices in less developed markets make trades harder to complete and settle. Local agents are held only to the standard of care of the local market. Governments or trade groups may compel local agents to hold securities in designated depositories that are not subject to independent evaluation. The less developed a country's securities market is, the greater the likelihood of problems occurring. ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline. Poor performance may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures or other factors. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS 5P MARKET RISK. The market value of securities may fall or fail to rise. Market risk may affect a single issuer, sector of the economy, industry, or the market as a whole. The market value of securities may fluctuate, sometimes rapidly and unpredictably. This risk is generally greater for small and mid-sized companies, which tend to be more vulnerable to adverse developments. In addition, focus on a particular style, for example, investment in growth or value securities, may cause the Fund to underperform other mutual funds if that style falls out of favor with the market. - -------------------------------------------------------------------------------- 6P RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS PAST PERFORMANCE The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively: - - how the Fund's performance has varied for each full calendar year shown on the bar chart; and - - how the Fund's average annual total returns compare to recognized indexes shown on the table. Both the bar chart and the table assume that all distributions have been reinvested. The performance of different classes varies because of differences in sales charges and other fees and expenses. How the Fund has performed in the past (before and after taxes) does not indicate how the Fund will perform in the future. Performance reflects any fee waivers/expense caps in effect for the periods reported. In the absence of such fee waivers/expense caps, performance would have been lower. See "Fees and Expenses" for any current fee waivers/expense caps. Bar Chart. Class A share information is shown in the bar chart; the sales charge for Class A shares is not reflected in the bar chart. Table. The table shows total returns from hypothetical investments in Class A, Class B, Class C, Class I and Class R4 shares of the Fund. These returns are compared to the indexes shown for the same periods. For purposes of the performance calculation in the table we assumed: - - the maximum sales charge for Class A shares; - - sales at the end of the period and deduction of the applicable contingent deferred sales charge (CDSC) for Class B and Class C shares; - - no sales charge for Class I and Class R4 shares; and - - with the exception of Class A shares, no adjustments for taxes paid by an investor on the reinvested income and capital gains. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS 7P AFTER-TAX RETURNS After-tax returns are shown only for Class A shares. After-tax returns for the other classes will vary. After-tax returns are calculated using the highest historical individual federal marginal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns will depend on your tax situation and most likely will differ from the returns shown in the table. If you hold your shares in a tax-deferred account, such as a 401(k) plan or an IRA, the after-tax returns do not apply to you since you will not incur taxes until you begin to withdraw from your account. The return after taxes on distributions for a period may be the same as the return before taxes for the same period if there were no distributions or if the distributions were small. The return after taxes on distributions and sale of Fund shares for a period may be greater than the return before taxes for the same period if there was a tax loss realized on sale of Fund shares. The benefit of the tax loss (since it can be used to offset other gains) may result in a higher return. - -------------------------------------------------------------------------------- CLASS A SHARE PERFORMANCE (BASED ON CALENDAR YEARS) (BAR CHART) +27.57% +5.52% +5.76% +14.95% 2003 2004 2005 2006
During the periods shown in the bar chart, the highest return for a calendar quarter was +16.15% (quarter ended June 30, 2003) and the lowest return for a calendar quarter was -4.93% (quarter ended Sept. 30, 2004). The 5.75% sales charge applicable to Class A shares of the Fund is not reflected in the bar chart; if reflected, returns would be lower than those shown. The performance of other classes may vary from that shown because of differences in expenses. The Fund's Class A year-to-date return at June 30, 2007 was +6.12%. - -------------------------------------------------------------------------------- 8P RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS AVERAGE ANNUAL TOTAL RETURNS (FOR PERIODS ENDED DEC. 31, 2006)
SINCE INCEPTION SINCE (CLASSES A, INCEPTION 1 YEAR B, C & R4) (CLASS I) RiverSource Large Cap Equity Fund: Class A Return before taxes +8.34% +4.20%(a) N/A Return after taxes on distributions +7.20% +3.59%(a) N/A Return after taxes on distributions and sale of fund shares +5.66% +3.27%(a) N/A Class B Return before taxes +8.93% +4.29%(a) N/A Class C Return before taxes +13.02% +4.70%(a) N/A Class I Return before taxes +15.35% N/A +8.71%(b) Class R4* Return before taxes +15.12% +5.70%(a) N/A Russell 1000(R) Index (reflects no deduction for fees, expenses or taxes) +15.46% +7.03%(c) +10.39%(d) S&P 500 Index (reflects no deduction for fees, expenses or taxes) +15.79% +6.47%(c) +9.84%(d) Lipper Large-Cap Core Funds Index +13.39% +5.25%(c) +8.65%(d)
* Effective Dec. 11, 2006, Class Y was renamed Class R4. (a) Inception date is March 28, 2002. (b) Inception date is March 4, 2004. (c) Measurement period started April 1, 2002. (d) Measurement period started March 1, 2004. The Russell 1000 Index, an unmanaged index, measures the performance of the 1,000 largest companies in the Russell 3000(R) Index, which represents approximately 90% of the total market capitalization of the Russell 3000 Index. The index reflects reinvestment of all distributions and changes in market prices. The Standard & Poor's 500 Index (S&P 500 Index), an unmanaged index of common stocks, is frequently used as a general measure of market performance. The index reflects reinvestment of all distributions and changes in market prices. The Lipper Large-Cap Core Funds Index includes the 30 largest large-cap core funds tracked by Lipper Inc. The index's returns include net reinvested dividends. The Fund's performance is currently measured against this index for purposes of determining the performance incentive adjustment. See "Fund Management and Compensation" for more information. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS 9P Classes R2, R3 and R5 have not been in existence for a full calendar year and therefore performance information for these classes is not shown. Past performance for Class R2 for the period prior to the beginning of operations for that class may be calculated based on the performance of Class B. Past performance for Class R3 for the period prior to the beginning of operations for that class may be calculated based on the performance of Class A. Past performance for Class R5 for the period prior to the beginning of operations for that class may be calculated based on the performance of Class R4. In each case, the blended class performance will be adjusted to reflect differences in sales charges, but not differences in annual Fund operating expenses (for example, 12b-1 fees). The use of blended performance generally results in higher performance for classes with higher operating expenses than those of the class with which they are blended, and lower performance for classes with lower operating expenses than those of the class with which they are blended. - -------------------------------------------------------------------------------- 10P RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS FEES AND EXPENSES Fund investors pay various expenses. The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Expenses are based on the Fund's most recent fiscal year, adjusted to reflect current fees. SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS I CLASS R2 CLASS R3 CLASS R4(b) CLASS A CLASS B CLASS C CLASS R5 Maximum sales charge (load) imposed on purchases (as a percentage of offering price) 5.75%(a) None None None Maximum deferred sales charge (load) imposed on sales (as a percentage of offering price at time of purchase) None 5% 1% None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS: CLASS A CLASS B CLASS C Management fees(c) 0.55% 0.55% 0.55% Distribution (12b-1) fees 0.25% 1.00% 1.00% Other expenses(d) 0.29% 0.31% 0.31% Total annual fund operating expenses 1.09% 1.86% 1.86% Fee waiver/expense reimbursement 0.03% 0.04% 0.04% Total annual (net) fund operating expenses(e) 1.06% 1.82% 1.82%
CLASS CLASS I CLASS R2 CLASS R3 R4(b) CLASS R5 Management fees(c) 0.55% 0.55% 0.55% 0.55% 0.55% Distribution (12b-1) fees 0.00% 0.50% 0.25% 0.00% 0.00% Other expenses(d) 0.08% 0.39% 0.39% 0.37% 0.15% Total annual fund operating expenses 0.63% 1.44% 1.19% 0.92% 0.70% Fee waiver/expense reimbursement 0.00% 0.00% 0.00% 0.01% 0.00% Total annual (net) fund operating expenses(e) 0.63% 1.44% 1.19% 0.91% 0.70%
(a) This charge may be reduced depending on the value of your total investments in RiverSource Funds. See "Sales Charges." (b) Effective Dec. 11, 2006, the following changes were implemented: renaming Class Y as Class R4, terminating the shareholder servicing agreement, revising the fee structure under the transfer agent agreement from account-based to asset-based, and adopting a plan administration services agreement. (c) Includes the impact of a performance incentive adjustment fee that increased the management fee by 0.01% for the most recent fiscal year. The index against which the Fund's performance is measured for purposes of determining the performance incentive adjustment is the Lipper Large-Cap Core Funds Index. See "Fund Management and Compensation" for more information. (d) Other expenses include an administrative services fee, a transfer agency fee, a custody fee, other nonadvisory expenses and, for Class R2, Class R3 and Class R4, a plan administration services fee. Other expenses may also include fees and expenses of affiliated and unaffiliated funds (acquired funds) which the Fund indirectly bears when it invests in the acquired funds. Because acquired funds will have varied expense and fee levels and the Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred by the Fund with respect to such investments will vary. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS 11P (e) The investment manager and its affiliates have contractually agreed to waive certain fees and to absorb certain expenses until July 31, 2008, unless sooner terminated at the discretion of the Fund's Board. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment, will not exceed 1.05% for Class A, 1.81% for Class B, 1.81% for Class C, 0.67% for Class I, 1.47% for Class R2, 1.22% for Class R3, 0.90% for Class R4 and 0.72% for Class R5. - -------------------------------------------------------------------------------- 12P RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS EXAMPLES These examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. These examples assume that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. These examples also assume that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS Class A(a) $677 $899 $1,139 $1,829 Class B $685(b) $981(b) $1,203(b) $1,979(c) Class C $285(b) $581 $1,003 $2,182 Class I $ 64 $202 $ 352 $ 790 Class R2 $147 $456 $ 788 $1,729 Class R3 $121 $378 $ 655 $1,448 Class R4 $ 93 $293 $ 509 $1,135 Class R5 $ 72 $224 $ 390 $ 874
(a) Includes a 5.75% sales charge. (b) Includes the applicable CDSC. (c) Based on conversion of Class B shares to Class A shares in the ninth year of ownership. You would pay the following expenses if you did not redeem your shares:
1 YEAR 3 YEARS 5 YEARS 10 YEARS Class A(a) $677 $899 $1,139 $1,829 Class B $185 $581 $1,003 $1,979(b) Class C $185 $581 $1,003 $2,182 Class I $ 64 $202 $ 352 $ 790 Class R2 $147 $456 $ 788 $1,729 Class R3 $121 $378 $ 655 $1,448 Class R4 $ 93 $293 $ 509 $1,135 Class R5 $ 72 $224 $ 390 $ 874
(a) Includes a 5.75% sales charge. (b) Based on conversion of Class B shares to Class A shares in the ninth year of ownership. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS 13P OTHER INVESTMENT STRATEGIES AND RISKS Other Investment Strategies. In addition to the principal investment strategies previously described, the Fund may utilize investment strategies that are not principal investment strategies, including investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange traded funds(ETFs), also referred to as "acquired funds") ownership of which results in the Fund bearing its proportionate share of the acquired funds' fees and expenses. Although ETFs are designed to replicate the price and yield of a specified market index, there is no guarantee that an ETF will track its specified market index, which may result in a loss. For more information on strategies and holdings, and the risks of such strategies, including derivative instruments that the Fund may use, see the Fund's Statement of Additional Information (SAI) and its annual and semiannual reports. Unusual Market Conditions. During unusual market conditions, the Fund may temporarily invest more of its assets in money market securities than during normal market conditions. Although investing in these securities would serve primarily to attempt to avoid losses, this type of investing also could prevent the Fund from achieving its investment objective. During these times, the portfolio managers may make frequent securities trades that could result in increased fees, expenses and taxes, and decreased performance. Instead of investing in money market securities directly, the Fund may invest in shares of an affiliated money market fund. See "Cash Reserves" for more information. Securities Transaction Commissions. Securities transactions involve the payment by the Fund of brokerage commissions to broker-dealers, on occasion as compensation for research or brokerage services (commonly referred to as "soft dollars"), as the portfolio managers buy and sell securities for the Fund in pursuit of its objective. A description of the policies governing the Fund's securities transactions and the dollar value of brokerage commissions paid by the Fund are set forth in the SAI. The brokerage commissions set forth in the SAI do not include implied commissions or mark-ups (implied commissions) paid by the Fund for principal transactions (transactions made directly with a dealer or other counterparty), including most fixed income securities (and certain other instruments, including derivatives). Brokerage commissions do not reflect other elements of transaction costs, including the extent to which the Fund's purchase and sale transactions may cause the market to move and change the market price for an investment. Although brokerage commissions and implied commissions are not reflected in the expense table under "Fees and Expenses," they are reflected in the total return of the Fund. - -------------------------------------------------------------------------------- 14P RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS Portfolio Turnover. Trading of securities may produce capital gains, which are taxable to shareholders when distributed. Active trading may also increase the amount of brokerage commissions paid or mark-ups to broker-dealers that the Fund pays when it buys and sells securities. Capital gains and increased brokerage commissions or mark-ups paid to broker-dealers may adversely affect a fund's performance. The Fund's historical portfolio turnover rate, which measures how frequently the Fund buys and sells investments, is shown in the "Financial Highlights." Directed Brokerage. The Fund's Board of Directors (Board) has adopted a policy prohibiting the investment manager, or any subadviser, from considering sales of shares of the Fund as a factor in the selection of broker-dealers through which to execute securities transactions. Additional information regarding securities transactions can be found in the SAI. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS 15P FUND MANAGEMENT AND COMPENSATION INVESTMENT MANAGER RiverSource Investments, LLC (the investment manager or RiverSource Investments), 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474, is the investment manager to the RiverSource funds, and is a wholly-owned subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial). Ameriprise Financial is a financial planning and financial services company that has been offering solutions for clients' asset accumulation, income management and protection needs for more than 110 years. In addition to managing investments for all of the RiverSource funds, RiverSource Investments manages investments for itself and its affiliates. For institutional clients, RiverSource Investments and its affiliates provide investment management and related services, such as separate account asset management, and institutional trust and custody, as well as other investment products. For all of its clients, RiverSource Investments seeks to allocate investment opportunities in an equitable manner over time. See the SAI for more information. The Fund pays RiverSource Investments a fee for managing its assets. Under the Investment Management Services Agreement (Agreement), the fee for the most recent fiscal year was 0.55% of the Fund's average daily net assets, including an adjustment under the terms of a performance incentive arrangement. The adjustment is computed by comparing the Fund's performance to the performance of an index of comparable funds published by Lipper Inc. The index against which the Fund's performance is currently measured for purposes of the performance incentive adjustment is the Lipper Large-Cap Core Funds Index. In certain circumstances, the Fund's Board may approve a change in the index. The maximum adjustment (increase or decrease) is 0.12% of the Fund's average net assets on an annual basis. Under the Agreement, the Fund also pays taxes, brokerage commissions, and nonadvisory expenses. A discussion regarding the basis for the Board approving the Agreement is available in the Fund's most recent annual or semiannual shareholder report. Portfolio Manager(s). The portfolio managers responsible for the day-to-day management of the Fund are: Robert Ewing, CFA, Portfolio Manager - - Managed the Fund since 2004. - - Joined RiverSource Investments in 2002. - - Prior to that, Analyst and Portfolio Manager at Fidelity Investments from 1990 to 2002. - - Began investment career in 1988. - - BS, Boston College Carroll School of Management. - -------------------------------------------------------------------------------- 16P RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS Nick Thakore, Portfolio Manager - - Managed the Fund since 2004. - - Joined RiverSource Investments in 2002. - - Prior to that, Analyst and Portfolio Manager at Fidelity Investments from 1993 to 2002. - - Began investment career in 1993. - - MBA, Wharton School at University of Pennsylvania. Mr. Thakore provides direct day-to-day management for approximately one-third of the portfolio optimizing for growth. Mr. Ewing provides direct day-to-day management for approximately one-third of the portfolio optimizing for value. Messrs. Ewing and Thakore coordinate day-to-day management of the remainder of the portfolio, allocating approximately one-third of the portfolio among a team of research analysts who select investments in their allocations based on the sectors that they cover. These allocations are generally consistent with the sector weighting of the S&P 500 Index, an unmanaged index of common stocks, but allocations may vary. The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS 17P FINANCIAL HIGHLIGHTS THE FINANCIAL HIGHLIGHTS TABLES ARE INTENDED TO HELP YOU UNDERSTAND THE FUND'S FINANCIAL PERFORMANCE. CERTAIN INFORMATION REFLECTS FINANCIAL RESULTS FOR A SINGLE FUND SHARE. THE TOTAL RETURNS IN THE TABLES REPRESENT THE RATE THAT AN INVESTOR WOULD HAVE EARNED OR LOST ON AN INVESTMENT IN THE FUND (ASSUMING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS). THE INFORMATION FOR THE FISCAL YEAR ENDED JULY 31, 2007 HAS BEEN DERIVED FROM THE FINANCIAL STATEMENTS AUDITED BY ERNST & YOUNG LLP, WHOSE REPORT, ALONG WITH THE FUND'S FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS, IS INCLUDED IN THE ANNUAL REPORT WHICH, IF NOT INCLUDED WITH THIS PROSPECTUS, IS AVAILABLE UPON REQUEST. THE INFORMATION FOR THE PERIODS ENDED ON OR BEFORE JULY 31, 2006 HAS BEEN AUDITED BY KPMG LLP. CLASS A
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.40 $5.26 $4.64 $4.53 $4.11 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .06(b) .06 .04 .01 .01 Net gains (losses) (both realized and unrealized) .79 .12 .61 .32 .41 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .85 .18 .65 .33 .42 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.06) (.04) (.02) -- -- Distributions from realized gains (.14) -- (.01) (.22) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.20) (.04) (.03) (.22) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $6.05 $5.40 $5.26 $4.64 $4.53 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $5,039 $5,461 $1,030 $1,248 $83 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.09% 1.06% 1.11%(e) 1.20%(e) 1.25%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .99% 1.08% .79% .36% .24% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% 116% 128% 99% 135% - ----------------------------------------------------------------------------------------------------------- Total return(f) 15.79% 3.51% 13.99% 7.19% 10.22% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class A would have been 1.16%, 1.23% and 1.84% for the years ended July 31, 2005, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- 18P RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS CLASS B
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.29 $5.15 $4.56 $4.48 $4.10 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .01(b) .02 -- (.01) (.01) Net gains (losses) (both realized and unrealized) .76 .12 .60 .31 .39 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .77 .14 .60 .30 .38 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.01) -- -- -- -- Distributions from realized gains (.14) -- (.01) (.22) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.15) (.01) (.22) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.91 $5.29 $5.15 $4.56 $4.48 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $833 $1,169 $472 $572 $36 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.86% 1.84% 1.88%(e) 1.95%(e) 2.01%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .23% .28% .02% (.46%) (.52%) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% 116% 128% 99% 135% - ----------------------------------------------------------------------------------------------------------- Total return(f) 14.71% 2.72% 13.09% 6.48% 9.27% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class B would have been 1.93%, 1.98% and 2.60% for the years ended July 31, 2005, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS 19P CLASS C
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.30 $5.16 $4.57 $4.49 $4.10 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .01(b) .02 -- (.01) (.01) Net gains (losses) (both realized and unrealized) .77 .12 .60 .31 .40 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .78 .14 .60 .30 .39 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.02) -- -- -- -- Distributions from realized gains (.14) -- (.01) (.22) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.16) -- (.01) (.22) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.92 $5.30 $5.16 $4.57 $4.49 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $32 $35 $9 $11 $2 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.86% 1.84% 1.88%(e) 1.98%(e) 2.01%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .23% .28% .02% (.43%) (.53%) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% 116% 128% 99% 135% - ----------------------------------------------------------------------------------------------------------- Total return(f) 14.80% 2.71% 13.06% 6.46% 9.51% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class C would have been 1.93%, 2.01% and 2.60% for the years ended July 31, 2005, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- 20P RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS CLASS I
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004(B) Net asset value, beginning of period $5.44 $5.31 $4.67 $5.08 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .09(c) .10 .05 -- Net gains (losses) (both realized and unrealized) .78 .12 .63 (.28) - ----------------------------------------------------------------------------------------------------------- Total from investment operations .87 .22 .68 (.28) - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) (.09) (.03) -- Distributions from realized gains (.14) -- (.01) (.13) - ----------------------------------------------------------------------------------------------------------- Total distributions (.22) (.09) (.04) (.13) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $6.09 $5.44 $5.31 $4.67 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $68 $105 $43 $14 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) .63% .59% .65%(f) .71%(f),(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.44% 1.53% 1.24% .74%(g) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% 116% 128% 99% - ----------------------------------------------------------------------------------------------------------- Total return(h) 16.13% 4.06% 14.64% (5.65%)(i) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from March 4, 2004 (inception date) to July 31, 2004. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class I would have been 0.70% and 0.72% for the periods ended July 31, 2005 and 2004, respectively. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS 21P CLASS R2
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $6.08 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .03(c) Net gains (losses) (both realized and unrealized) .19 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .22 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) Distributions from realized gains (.14) - ----------------------------------------------------------------------------------------------------------- Total distributions (.22) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $6.08 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) 1.44%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .67%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% - ----------------------------------------------------------------------------------------------------------- Total return(g) 3.71%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- 22P RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS CLASS R3
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $6.08 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .04(c) Net gains (losses) (both realized and unrealized) .19 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .23 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) Distributions from realized gains (.14) - ----------------------------------------------------------------------------------------------------------- Total distributions (.22) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $6.09 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) 1.19%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .92%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% - ----------------------------------------------------------------------------------------------------------- Total return(g) 3.88%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS 23P CLASS R4*
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.47 $5.28 $4.66 $4.54 $4.11 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .07(b) .09 .04 .01 .01 Net gains (losses) (both realized and unrealized) .79 .12 .61 .34 .42 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .86 .21 .65 .35 .43 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.06) (.02) (.02) (.01) -- Distributions from realized gains (.14) -- (.01) (.22) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.20) (.02) (.03) (.23) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $6.13 $5.47 $5.28 $4.66 $4.54 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $330 $1,069 $-- $8 $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) .89%(e) .81% .90%(e) 1.00%(e) 1.07%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.14% 1.41% 1.08% .50% .45% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% 116% 128% 99% 135% - ----------------------------------------------------------------------------------------------------------- Total return(f) 15.80% 4.03% 14.06% 7.44% 10.46% - -----------------------------------------------------------------------------------------------------------
* Effective Dec. 11, 2006, Class Y was renamed Class R4. (a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class R4 would have been 0.90%, 0.95%, 1.03% and 1.66% for the years ended July 31, 2007, 2005, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- 24P RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS CLASS R5
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $6.08 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .06(c) Net gains (losses) (both realized and unrealized) .19 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .25 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) Distributions from realized gains (.14) - ----------------------------------------------------------------------------------------------------------- Total distributions (.22) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $6.11 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $25 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) .70%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.44%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% - ----------------------------------------------------------------------------------------------------------- Total return(g) 4.24%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 PROSPECTUS 25P BUYING AND SELLING SHARES The RiverSource funds are available through broker-dealers, certain 401(k) or other qualified and nonqualified plans, banks, or other financial intermediaries or institutions (financial institutions). THESE FINANCIAL INSTITUTIONS MAY CHARGE YOU ADDITIONAL FEES FOR THE SERVICES THEY PROVIDE AND THEY MAY HAVE DIFFERENT POLICIES NOT DESCRIBED IN THIS PROSPECTUS. Some policy differences may include different minimum investment amounts, exchange privileges, fund choices and cutoff times for investments. Additionally, recordkeeping, transaction processing and payments of distributions relating to your account may be performed by the financial institutions through which shares are held. Since the fund may not have a record of your transactions, you should always contact the financial institution through which you purchased the fund to make changes to or give instructions concerning your account or to obtain information about your account. The fund, the distributor and the transfer agent are not responsible for the failure of one of these financial institutions to carry out its obligations to its customers. DESCRIPTION OF SHARE CLASSES INVESTMENT OPTIONS -- CLASSES OF SHARES The RiverSource funds offer different classes of shares. There are differences among the fees and expenses for each class. See the "Fees and Expenses" table for more information. Not everyone is eligible to buy every class. After determining which classes you are eligible to buy, decide which class best suits your needs. Your financial institution can help you with this decision. The following table shows the key features of each class. (The cover of this prospectus indicates which classes are currently offered for this Fund.) INVESTMENT OPTIONS SUMMARY See the "Fees and Expenses" table to determine which classes are offered by this fund.
CONTINGENT PLAN INITIAL DEFERRED SALES DISTRIBUTION AND ADMINISTRATION AVAILABILITY SALES CHARGE CHARGE (CDSC) SERVICE FEE(A) FEE - ------------------------------------------------------------------------------------------------------------- Class A Available to Yes. Payable at No. Yes. No. all investors. time of purchase. 0.25% Lower sales charge for larger investments. - ------------------------------------------------------------------------------------------------------------- Class Available to No. Entire Maximum 5% CDSC during Yes. No. B(b) all investors. purchase price is the first year decreasing 1.00% invested in to 0% after six years. shares of the fund. - -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- S.1 S-6400-4
INVESTMENT OPTIONS SUMMARY (CONTINUED) CONTINGENT PLAN INITIAL DEFERRED SALES DISTRIBUTION AND ADMINISTRATION AVAILABILITY SALES CHARGE CHARGE (CDSC) SERVICE FEE(A) FEE - ------------------------------------------------------------------------------------------------------------- Class C Available to No. Entire 1% CDSC may apply if you Yes. No. all investors. purchase price is sell shares within one 1.00% invested in year after purchase. shares of the fund. - ------------------------------------------------------------------------------------------------------------- Class I Limited to No. No. No. No. qualifying institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R2 Limited to No. No. Yes. Yes. qualifying 0.50% 0.25% institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R3 Limited to No. No. Yes. Yes. qualifying 0.25% 0.25% institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R4 Limited to No. No. No. Yes. qualifying 0.25% institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R5 Limited to No. No. No. No. qualifying institutional investors. - ------------------------------------------------------------------------------------------------------------- Class W Limited to No. No. Yes. No. qualifying 0.25% discretionary managed accounts. - -------------------------------------------------------------------------------------------------------------
(a) For Class A, Class B, Class C, Class R2, Class R3 and Class W shares, each fund has adopted a plan under Rule 12b-1 of the Investment Company Act of 1940, as amended, that allows it to pay distribution and shareholder servicing-related expenses for the sale of shares. Because these fees are paid out of a fund's assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of distribution (sales) or servicing charges. (b) See "Buying and Selling Shares, Sales Charges, Class B and Class C -- contingent deferred sales charge alternative" for more information on the timing of conversion of Class B shares to Class A shares. Timing will vary depending on the date of your original purchase of the Class B shares. DISTRIBUTION AND SERVICE FEES The distribution and shareholder servicing fees for Class A, Class B, Class C, Class R2, Class R3 and Class W are subject to the requirements of Rule 12b-1 under the Investment Company Act of 1940, as amended, and are used to reimburse the distributor for certain expenses it incurs in connection with distributing a fund's shares and providing services to fund shareholders. These expenses include payment of distribution and shareholder servicing fees to financial institutions that sell shares of the fund, up to 0.50% of the average daily net assets of Class R2 shares sold and held through them and up to 0.25% of the average daily net assets of Class A, Class B, Class C, Class R3 and Class W shares sold and held through them. For Class A, Class B, Class R2, Class R3 and Class W shares, the distributor begins to pay these fees immediately after purchase. For Class C shares, the distributor begins to pay these fees one year after - -------------------------------------------------------------------------------- S.2 purchase. Financial institutions also receive distribution fees up to 0.75% of the average daily net assets of Class C shares sold and held through them, which the distributor begins to pay one year after purchase. For Class B shares, and, for the first year after sale only, for Class C shares, the fund's distributor retains the distribution fee of up to 0.75% in order to finance the payment of sales commissions to financial institutions that sell Class B shares, and to pay for other distribution related expenses. Financial institutions may compensate their financial advisors with the shareholder servicing and distribution fees paid to them by the distributor. PLAN ADMINISTRATION FEE Class R2, Class R3 and Class R4 pay an annual plan administration services fee for the provision of various administrative, recordkeeping, communication and educational services. The fee for Class R2, Class R3 and Class R4 is equal on an annual basis to 0.25% of assets attributable to the respective class. DETERMINING WHICH CLASS OF SHARES TO PURCHASE CLASS A, CLASS B AND CLASS C SHARES If your investments in RiverSource funds total $100,000 or more, Class A shares may be the better option because the sales charge is reduced for larger purchases. If you invest less than $100,000, consider how long you plan to hold your shares. Class B shares have a higher annual distribution fee than Class A shares and a CDSC for six years. Class B shares convert to Class A shares in the ninth year of ownership. Class B shares purchased through reinvested dividends and distributions also will convert to Class A shares in the same proportion as the other Class B shares. Class C shares also have a higher annual distribution fee than Class A shares. Class C shares have no sales charge if you hold the shares for longer than one year. Unlike Class B shares, Class C shares do not convert to Class A. As a result, you will pay a distribution fee for as long as you hold Class C shares. If you choose a deferred sales charge option (Class B or Class C), you should consider the length of time you intend to hold your shares. To help you determine which investment is best for you, consult your financial institution. CLASS I SHARES. The following eligible investors may purchase Class I shares: - - Any fund distributed by RiverSource Distributors, Inc. and Ameriprise Financial Services, if the fund seeks to achieve its investment objective by investing primarily in shares of the fund and other RiverSource funds. Class I shares may be purchased, sold or exchanged only through the distributor or an authorized financial institution. - -------------------------------------------------------------------------------- S.3 CLASS R SHARES. The following eligible institutional investors may purchase Class R2, Class R3, Class R4 and Class R5 shares: - - Qualified employee benefit plans. - - Trust companies or similar institutions, and charitable organizations that meet the definition in Section 501(c)(3) of the Internal Revenue Code. - - Non-qualified deferred compensation plans whose participants are included in a qualified employee benefit plan described above. - - State sponsored college savings plans established under Section 529 of the Internal Revenue Code. - - Health Savings Accounts (HSAs) created pursuant to public law 108-173. Additionally, if approved by the distributor, the following eligible institutional investors may purchase Class R5 shares: - - Institutional or corporate accounts above a threshold established by the distributor (currently $1 million per fund or $10 million in all RiverSource funds). - - Bank Trusts departments. Class R shares generally are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Educational Savings Accounts, SEPs, SAR- SEPs, SIMPLE IRAs and individual 403(b) plans. Class R shares may be purchased, sold or exchanged only through the distributor or an authorized financial institution. CLASS W SHARES. The following eligible investors may purchase Class W shares: - - Investors purchasing through authorized investment programs managed by investment professionals, including discretionary managed account programs. Class W shares may be purchased, sold or exchanged only through the distributor or an authorized financial institution. Shares originally purchased in a discretionary managed account may continue to be held in Class W outside of a discretionary managed account, but no additional Class W purchases may be made and no exchanges to Class W shares of another fund may be made outside of a discretionary managed account. IN ADDITION, FOR CLASS I, CLASS R AND CLASS W SHARES, THE DISTRIBUTOR, IN ITS SOLE DISCRETION, MAY ACCEPT INVESTMENTS FROM OTHER PURCHASERS NOT LISTED ABOVE. For more information, see the SAI. - -------------------------------------------------------------------------------- S.4 SALES CHARGES CLASS A -- INITIAL SALES CHARGE ALTERNATIVE Your purchase price for Class A shares is generally the net asset value (NAV) plus a front-end sales charge. The distributor receives the sales charge and re-allows a portion of the sales charge to the financial institution through which you purchased the shares. The distributor retains the balance of the sales charge. Sales charges vary depending on the amount of your purchase. SALES CHARGE* FOR CLASS A SHARES:
MAXIMUM AS A % OF AS A % OF NET RE-ALLOWANCE AS A % TOTAL MARKET VALUE PURCHASE PRICE** AMOUNT INVESTED OF PURCHASE PRICE - ---------------------------------------------------------------------------------------- Up to $49,999 5.75% 6.10% 5.00% $50,000 -- $99,999 4.75 4.99 4.00 $100,000 -- $249,999 3.50 3.63 3.00 $250,000 -- $499,999 2.50 2.56 2.15 $500,000 -- $999,999 2.00 2.04 1.75 $1,000,000 or more 0.00 0.00 0.00***
* Because of rounding in the calculation of the offering price, the portion of the sales charge retained by the distributor may vary and the actual sales charge you pay may be more or less than the sales charge calculated using these percentages. ** Purchase price includes the sales charge. ***Although there is no sales charge for purchases with a total market value over $1,000,000, and therefore no re-allowance, the distributor may pay a financial institution the following: a sales commission of up to 1.00% for a sale with a total market value of $1,000,000 to $2,999,999; a sales commission up to 0.50% for a sale of $3,000,000 to $9,999,999; and a sales commission up to 0.25% for a sale of $10,000,000 or more. INITIAL SALES CHARGE -- RIGHTS OF ACCUMULATION. You may be able to reduce the sales charge on Class A shares, based on the combined market value of your accounts. The current market values of the following investments are eligible to be added together for purposes of determining the sales charge on your purchase: - - Your current investment in a fund; and - - Previous investments you and members of your primary household group have made in Class A, Class B or Class C shares in the fund and other RiverSource funds, provided your investment was subject to a sales charge. Your primary household group consists of you, your spouse or domestic partner and your unmarried children under age 21 sharing a mailing address. The following accounts are eligible to be included in determining the sales charge on your purchase: - - Individual or joint accounts; - -------------------------------------------------------------------------------- S.5 - - Roth and traditional IRAs, SEPs, SIMPLEs and TSCAs, provided they are invested in Class A, Class B or Class C shares that were subject to a sales charge; - - UGMA/UTMA accounts for which you, your spouse, or your domestic partner is parent or guardian of the minor child; - - Revocable trust accounts for which you or a member of your primary household group, individually, is the beneficiary; - - Accounts held in the name of your, your spouse's, or your domestic partner's sole proprietorship or single owner limited liability company or S corporation; and - - Qualified retirement plan assets, provided that you are the sole owner of the business sponsoring the plan, are the sole participant (other than a spouse) in the plan, and have no intention of adding participants to the plan. The following accounts are NOT eligible to be included in determining the sales charge on your purchase: - - Accounts of pension and retirement plans with multiple participants, such as 401(k) plans (which are combined to reduce the sales charge for the entire pension or retirement plan and therefore are not used to reduce the sales charge for your individual accounts); - - Investments in Class A shares where the sales charge is waived, for example, purchases through wrap accounts; - - Investments in Class D, Class E, Class I, Class R2, Class R3, Class R4, Class R5, Class W or Class Y shares; - - Investments in 529 plans, donor advised funds, variable annuities, variable life insurance products, wrap accounts or managed separate accounts; and - - Charitable and irrevocable trust accounts. If you purchase RiverSource fund shares through different financial institutions, and you want to include those assets toward a reduced sales charge, you must inform your financial institution in writing about the other accounts when placing your purchase order. Contact your financial institution to determine what information is required. Unless you provide your financial institution in writing with information about all of the accounts that may count toward a sales charge reduction, there can be no assurance that you will receive all of the reductions for which you may be eligible. You should request that your financial institution provide this information to the fund when placing your purchase order. For more information on rights of accumulation, please see the SAI. - -------------------------------------------------------------------------------- S.6 INITIAL SALES CHARGE -- LETTER OF INTENT (LOI). Generally, if you intend to invest $50,000 or more over a period of 13 months or less, you may be able to reduce the front-end sales charges for investments in Class A shares by completing and filing a LOI form. The LOI becomes effective only after the form is processed in good order by the fund. An LOI can be backdated up to a maximum of 90 days. If the LOI is backdated, you may include prior investments in Class A shares that were charged a front-end sales load toward the LOI commitment amount. If the LOI is backdated, the 13-month period begins on the date of the earliest purchase included in the LOI. Holdings More than 90 Days Old. Purchases made more than 90 days before your LOI is processed by the fund will not be counted toward the commitment amount of the LOI and cannot be used as the starting point for the LOI. While these purchases cannot be included in an LOI, they may help you obtain a reduced sales charge on future purchases as described in "Initial Sales Charge -- Rights of Accumulation." Notification Obligation. You must request the reduced sales charge when you buy shares. If you do not complete and file the LOI form, or do not request the reduced sales charge at the time of purchase, you will not be eligible for the reduced sales charge. You should request that your financial institution provide this information to the fund when placing your purchase order. For more details on LOIs, please contact your financial institution or see the SAI. INITIAL SALES CHARGE -- WAIVERS OF THE SALES CHARGE FOR CLASS A SHARES. Sales charges do not apply to: - - current or retired Board members, officers or employees of RiverSource funds or RiverSource Investments or its affiliates, their spouses or domestic partners, children, parents and their spouse's or domestic partner's parents. - - current or retired Ameriprise Financial Services, Inc. (Ameriprise Financial Services) financial advisors, employees of financial advisors, their spouses or domestic partners, children, parents and their spouse's or domestic partner's parents. - - registered representatives and other employees of financial institutions having a selling agreement with the distributor, including their spouses, domestic partners, children, parents and their spouse's or domestic partner's parents. - - portfolio managers employed by subadvisers of the RiverSource funds, including their spouses or domestic partners, children, parents and their spouse's or domestic partner's parents. - - qualified employee benefit plans offering participants daily access to RiverSource funds. Eligibility must be determined in advance. For assistance, please contact your financial institution. - - direct rollovers from qualified employee benefit plans, provided that the rollover involves a transfer of Class R or Class Y shares in a fund to Class A shares in the same fund. - -------------------------------------------------------------------------------- S.7 - - purchases made: - with dividend or capital gain distributions from a fund or from the same class of another RiverSource fund; - through or under a wrap fee product or other investment product sponsored by a financial institution having a selling agreement with the distributor; - through state sponsored college savings plans established under Section 529 of the Internal Revenue Code; - through bank trust departments. - - shareholders whose original purchase was in a Strategist fund merged into a RiverSource fund in 2000. The distributor may, in its sole discretion, authorize the waiver of sales charges for additional purchases or categories of purchases. Policies related to reducing or waiving the sales charge may be modified or withdrawn at any time. Unless you provide your financial institution with information in writing about all of the factors that may count toward a waiver of the sales charge, there can be no assurance that you will receive all of the waivers for which you may be eligible. You should request that your financial institution provide this information to the fund when placing your purchase order. Because the current prospectus is available on RiverSource Investment's website free of charge, RiverSource Investments does not disclose this information separately on the website. CLASS B AND CLASS C -- CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE FOR CLASS B, the CDSC is based on the sale amount and the number of years between purchase and sale. The following table shows how CDSC percentages on sales decline:
IF THE SALE IS MADE DURING THE: THE CDSC PERCENTAGE RATE IS:* First year 5% Second year 4% Third year 4% Fourth year 3% Fifth year 2% Sixth year 1% Seventh or eighth year 0%
* Because of rounding in the calculation, the portion of the CDSC retained by the distributor may vary and the actual CDSC you pay may be more or less than the CDSC calculated using these percentages. - -------------------------------------------------------------------------------- S.8 Although there is no front-end sales charge when you buy Class B shares, the distributor pays a sales commission of 4% to financial institutions that sell Class B shares. A portion of this commission may, in turn, be paid to your financial advisor. The distributor receives any CDSC imposed when you sell your Class B shares. Purchases made prior to May 21, 2005 age on a calendar year basis. Purchases made beginning May 21, 2005 age on a daily basis. For example, a purchase made on Nov. 12, 2004 completed its first year on Dec. 31, 2004 under calendar year aging. However, a purchase made on Nov. 12, 2005 completed its first year on Nov. 11, 2006 under daily aging. Class B shares purchased prior to May 21, 2005 will convert to Class A shares in the ninth calendar year of ownership. Class B shares purchased beginning May 21, 2005 will convert to Class A shares one month after the completion of the eighth year of ownership. FOR CLASS C, a 1% CDSC may be charged if you sell your shares within one year after purchase. Although there is no front-end sales charge when you buy Class C shares, the distributor pays a sales commission of 1% to financial institutions that sell Class C shares. A portion of this commission may, in turn, be paid to your financial advisor. The distributor receives any CDSC imposed when you sell your Class C shares. For both Class B and Class C, if the amount you sell causes the value of your investment to fall below the cost of the shares you have purchased, the CDSC will be based on the lower of the cost of those shares purchased or market value. Because the CDSC is imposed only on sales that reduce your total purchase payments, you do not have to pay a CDSC on any amount that represents appreciation in the value of your shares, income earned by your shares, or capital gains. In addition, the CDSC on your sale, if any, will be based on your oldest purchase payment. The CDSC on the next amount sold will be based on the next oldest purchase payment. EXAMPLE Assume you had invested $10,000 in Class B shares and that your investment had appreciated in value to $12,000 after 3 1/2 years, including reinvested dividends and capital gain distributions. You could sell up to $2,000 worth of shares without paying a CDSC ($12,000 current value less $10,000 purchase amount). If you sold $2,500 worth of shares, the CDSC would apply to the $500 representing part of your original purchase price. The CDSC rate would be 3% because the sale was made during the fourth year after the purchase. CDSC -- WAIVERS OF THE CDSC FOR CLASS B SHARES. The CDSC will be waived on sales of shares: - - in the event of the shareholder's death; - - held in trust for an employee benefit plan; or - -------------------------------------------------------------------------------- S.9 - - held in IRAs or certain qualified plans, such as Keogh plans, tax-sheltered custodial accounts or corporate pension plans, provided that the shareholder is: - at least 59 1/2 years old AND - taking a retirement distribution (if the sale is part of a transfer to an IRA or qualified plan, or a custodian-to-custodian transfer, the CDSC will not be waived) OR - selling under an approved substantially equal periodic payment arrangement. CDSC -- WAIVERS OF THE CDSC FOR CLASS C SHARES. The CDSC will be waived on sales of shares in the event of the shareholder's death. CLASS I, CLASS R2, CLASS R3, CLASS R4, CLASS R5 AND CLASS W -- NO SALES CHARGE. For Class I, Class R2, Class R3, Class R4, Class R5 and Class W, there is no initial sales charge or CDSC. OPENING AN ACCOUNT Financial institutions are required by law to obtain certain personal information from each person who opens an account in order to verify the identity of the person. As a result, when you open an account you will be asked to provide your name, permanent street address, date of birth, and Social Security or Employer Identification number. You may also be asked for other identifying documents or information. If you do not provide this information, the financial institution through which you are investing in the fund may not be able to open an account for you. If the financial institution through which you are investing in the fund is unable to verify your identity, your account may be closed, or other steps may be taken, as deemed appropriate. When you buy shares, your order will be priced at the next NAV calculated after your order is accepted by the fund or an authorized financial institution. Your financial institution may establish and maintain your account directly or it may establish and maintain your account with the distributor. The distributor may appoint servicing agents to accept purchase orders and to accept exchange (and sale) orders on its behalf. Accounts maintained by the distributor will be supported by the fund's transfer agent. METHODS OF PURCHASING SHARES These methods of purchasing shares apply to Class A, Class B, and Class C shares. THROUGH AN ACCOUNT ESTABLISHED WITH YOUR FINANCIAL INSTITUTION ALL REQUESTS The financial institution through which you buy shares may have different policies not described in this prospectus, including different minimum investment amounts and minimum account balances. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.10 METHODS OF PURCHASING SHARES (CONTINUED) THROUGH AN ACCOUNT ESTABLISHED WITH THE FUND BY MAIL The financial institution through which you buy shares may establish an account directly with the fund. To establish an account in this fashion, complete a RiverSource funds account application with your financial advisor or investment professional, and mail the account application to the address below. Account applications may be requested by calling (888) 791-3380. Make your check payable to the fund. The fund does not accept cash, credit card convenience checks, money orders, traveler's checks, starter checks, third or fourth party checks, or other cash equivalents. Mail your check and completed application to: REGULAR MAIL RIVERSOURCE INVESTMENTS (FUNDS) P.O. BOX 8041 BOSTON, MA 02266-8041 EXPRESS MAIL RIVERSOURCE INVESTMENTS (FUNDS) C/O BFDS 30 DAN ROAD CANTON, MA 02021-2809 If you already have an account, include your name, account number and the name of the fund and class of shares along with your check. You can make scheduled investments in the fund by moving money from your checking account or savings account. See the Minimum Investment and Account Balance chart below for more information regarding scheduled investment plans. - -------------------------------------------------------------------------------- BY WIRE OR ACH Fund shares purchased through the distributor may be paid for by federal funds wire. Before sending a wire, call (888) 791-3380 to notify the distributor of the wire and to receive further instructions. If you are establishing an account with a wire purchase, you are required to send a signed account application to the address above. Please include the wire control number or your new account number on the application. Your bank or financial institution may charge additional fees for wire transactions. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.11 METHODS OF PURCHASING SHARES (CONTINUED) BY EXCHANGE Call (888) 791-3380 or send signed written instructions to the address above. - -------------------------------------------------------------------------------- MINIMUM INVESTMENT AND ACCOUNT BALANCE
FOR ALL FUNDS, CLASSES AND ACCOUNTS EXCEPT THOSE LISTED TO THE TAX QUALIFIED RIVERSOURCE DISCIPLINED RIGHT (NONQUALIFIED) ACCOUNTS SMALL CAP VALUE FUND CLASS W - ---------------------------------------------------------------------------------------------- INITIAL INVESTMENT $2,000 $1,000 $5,000 $500 - ---------------------------------------------------------------------------------------------- ADDITIONAL INVESTMENTS $100 $100 $100 None - ---------------------------------------------------------------------------------------------- ACCOUNT BALANCE* $300 None $2,500 $500
* If your fund account balance falls below the minimum account balance for any reason, including a market decline, you may be asked to increase it to the minimum account balance or establish a scheduled investment plan. If you do not do so within 30 days, your shares may be automatically redeemed and the proceeds mailed to you. - -------------------------------------------------------------------------------- MINIMUM INVESTMENT AND ACCOUNT BALANCE -- SCHEDULED INVESTMENT PLANS
FOR ALL FUNDS, CLASSES AND ACCOUNTS EXCEPT THOSE LISTED TO THE TAX QUALIFIED RIVERSOURCE DISCIPLINED RIGHT (NONQUALIFIED) ACCOUNTS SMALL CAP VALUE FUND CLASS W - ---------------------------------------------------------------------------------------------- INITIAL INVESTMENT $100 $100 $5,000 $500 - ---------------------------------------------------------------------------------------------- ADDITIONAL INVESTMENTS $100 $50 $100 None - ---------------------------------------------------------------------------------------------- ACCOUNT BALANCE** None None $2,500 $500
** If your fund account balance is below the minimum initial investment described above, you must make payments at least monthly. - -------------------------------------------------------------------------------- These minimums may be waived for accounts that are managed by an investment professional, for accounts held in approved discretionary or non-discretionary wrap programs, for accounts that are a part of an employer-sponsored retirement plan, or for other account types if approved by the distributor. The fund reserves the right to modify its minimum account requirements at any time, with or without prior notice. Please contact your financial institution for information regarding wire or electronic funds transfer. - -------------------------------------------------------------------------------- S.12 EXCHANGING OR SELLING SHARES You may exchange or sell shares by having your financial institution process your transaction. If your account is maintained directly with your financial institution, you must contact that financial institution to exchange or sell shares of the fund. If your account was established with the distributor, there are a variety of methods you may use to exchange or sell shares of the fund. WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES ACCOUNT ESTABLISHED WITH YOUR FINANCIAL INSTITUTION ALL REQUESTS You can exchange or sell shares by having your financial institution process your transaction. The financial institution through which you purchased shares may have different policies not described in this prospectus, including different transaction limits, exchange policies and sale procedures. - -------------------------------------------------------------------------------- ACCOUNT ESTABLISHED WITH THE FUND BY MAIL Mail your exchange or sale request to: REGULAR MAIL RIVERSOURCE INVESTMENTS (FUNDS) P.O. BOX 8041 BOSTON, MA 02266-8041 EXPRESS MAIL RIVERSOURCE INVESTMENTS (FUNDS) C/O BFDS 30 DAN ROAD CANTON, MA 02021-2809 Include in your letter: - your name - the name of the fund(s) - your account number - the class of shares to be exchanged or sold - your Social Security number or Employer Identification number - the dollar amount or number of shares you want to exchange or sell - specific instructions regarding delivery or exchange destination - signature(s) of registered account owner(s) - any special documents the transfer agent may require in order to process your order - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.13 WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES (CONTINUED) ACCOUNT ESTABLISHED WITH THE FUND (CONT.) BY MAIL (CONT.) Corporate, trust or partnership accounts may need to send additional documents. Payment will be mailed to the address of record and made payable to the names listed on the account, unless your request specifies differently and is signed by all owners. A Medallion Signature Guarantee is required if: - Amount is over $50,000. - You want your check made payable to someone other than yourself. - Your address has changed within the last 30 days. - You want the check mailed to an address other than the address of record. - You want the proceeds sent to a bank account not on file. - You are the beneficiary of the account and the account owner is deceased (additional documents may be required). A Medallion Signature Guarantee assures that a signature is genuine and not a forgery. The financial institution providing the Guarantee is financially liable for the transaction if the signature is a forgery. Eligible guarantors include commercial banks, trust companies, savings associations, and credit unions as defined by the Federal Deposit Insurance Act. Note: A guarantee from a notary public is not acceptable. NOTE: Any express mail delivery charges you pay will vary depending on domestic or international delivery instructions. - -------------------------------------------------------------------------------- BY TELEPHONE Call (888) 791-3380. Unless you elect not to have telephone exchange and sale privileges, they will automatically be available to you. Reasonable procedures will be used to confirm authenticity of telephone exchange or sale requests. Telephone privileges may be modified or discontinued at any time. Telephone exchange and sale privileges automatically apply to all accounts except custodial, corporate or qualified retirement accounts. You may request that these privileges NOT apply by writing to the address above. Payment will be mailed to the address of record and made payable to the names listed on the account. Telephone sale requests are limited to $100,000 per day. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.14 WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES (CONTINUED) ACCOUNT ESTABLISHED WITH THE FUND (CONT.) BY WIRE OR ACH You can wire money from your fund account to your bank account. Make sure we have your bank account information on file. If we do not have this information, you will need to send written instructions with your bank's name and a voided check or savings account deposit slip. Call (888) 791-3380 or send a letter of instruction, with a Medallion Signature Guarantee if required, to the address above. A service fee may be charged against your account for each wire sent. Minimum amount: $100 Your bank or financial institution may charge additional fees for wire transactions. - -------------------------------------------------------------------------------- BY SCHEDULED PAYOUT PLAN You may elect to receive regular periodic payments through an automatic sale of shares. See the SAI for more information. - -------------------------------------------------------------------------------- IMPORTANT: Payments sent by a bank authorization or check that are not guaranteed may take up to ten days to clear. This may cause your sale request to fail to process if the requested amount includes unguaranteed funds. EXCHANGES Generally, you may exchange your fund shares for shares of the same class of any other publicly offered RiverSource fund without a sales charge. For complete information on the fund you are exchanging into, including fees and expenses, read that fund's prospectus carefully. Your exchange will be priced at the next NAV calculated after your transaction request is received in good order. MARKET TIMING IS FREQUENT OR SHORT-TERM TRADING BY CERTAIN SHAREHOLDERS INTENDED TO PROFIT AT THE EXPENSE OF OTHER SHAREHOLDERS BY SELLING SHARES OF A FUND SHORTLY AFTER PURCHASE. MARKET TIMING MAY ADVERSELY IMPACT A FUND'S PERFORMANCE BY PREVENTING THE INVESTMENT MANAGER FROM FULLY INVESTING THE ASSETS OF THE FUND, DILUTING THE VALUE OF SHARES HELD BY LONG-TERM SHAREHOLDERS, OR INCREASING THE FUND'S TRANSACTION COSTS. - -------------------------------------------------------------------------------- S.15 FUNDS THAT INVEST IN SECURITIES THAT TRADE INFREQUENTLY MAY BE VULNERABLE TO MARKET TIMERS WHO SEEK TO TAKE ADVANTAGE OF INEFFICIENCIES IN THE SECURITIES MARKETS. FUNDS THAT INVEST IN SECURITIES THAT TRADE ON OVERSEAS SECURITIES MARKETS MAY BE VULNERABLE TO MARKET TIMERS WHO SEEK TO TAKE ADVANTAGE OF CHANGES IN THE VALUES OF SECURITIES BETWEEN THE CLOSE OF OVERSEAS MARKETS AND THE CLOSE OF U.S. MARKETS, WHICH IS GENERALLY THE TIME AT WHICH A FUND'S NAV IS CALCULATED. TO THE EXTENT THAT A FUND HAS SIGNIFICANT HOLDINGS OF SMALL CAP STOCKS OR FOREIGN SECURITIES, THE RISKS OF MARKET TIMING MAY BE GREATER FOR THE FUND THAN FOR OTHER FUNDS. SEE "PRINCIPAL INVESTMENT STRATEGIES" FOR A DISCUSSION OF THE TYPES OF SECURITIES IN WHICH YOUR FUND INVESTS. SEE "VALUING FUND SHARES" FOR A DISCUSSION OF THE RIVERSOURCE FUNDS' POLICY ON FAIR VALUE PRICING, WHICH IS INTENDED, IN PART, TO REDUCE THE FREQUENCY AND EFFECT OF MARKET TIMING. THE RIVERSOURCE FUNDS' BOARDS HAVE ADOPTED A POLICY THAT IS DESIGNED TO DETECT AND DETER MARKET TIMING THAT MAY BE HARMFUL TO THE FUNDS. EACH FUND SEEKS TO ENFORCE THIS POLICY THROUGH ITS SERVICE PROVIDERS AS FOLLOWS: - - The fund tries to distinguish market timing from trading that it believes is not harmful, such as periodic rebalancing for purposes of asset allocation or dollar cost averaging. Under the fund's procedures, there is no set number of transactions in the fund that constitutes market timing. Even one purchase and subsequent sale by related accounts may be market timing. Generally, the fund seeks to restrict the exchange privilege of an investor who makes more than three exchanges into or out of the fund in any 90-day period. Accounts held by a retirement plan or a financial institution for the benefit of its participants or clients, which typically engage in daily transactions, are not subject to this limit, although the fund seeks the assistance of financial institutions in applying similar restrictions on the sub-accounts of their participants or clients. - - If an investor's trading activity is determined to be market timing or otherwise harmful to existing shareholders, the fund reserves the right to modify or discontinue the investor's exchange privilege or reject the investor's purchases or exchanges, including purchases or exchanges accepted by a financial institution. The fund may treat accounts it believes to be under common control as a single account for these purposes, although it may not be able to identify all such accounts. - - Although the fund does not knowingly permit market timing, it cannot guarantee that it will be able to identify and restrict all short-term trading activity. The fund receives purchase and sale orders through financial institutions where market timing activity may not always be successfully detected. Other exchange policies: - - Exchanges must be made into the same class of shares of the new fund. - -------------------------------------------------------------------------------- S.16 - - Exchanges into RiverSource Tax-Exempt Money Market Fund may be made only from Class A shares. - - If your exchange creates a new account, it must satisfy the minimum investment amount for new purchases. - - Once the fund receives your exchange request, you cannot cancel it. - - Shares of the new fund may not be used on the same day for another exchange or sale. - - Shares of Class W originally purchased, but no longer held in a discretionary managed account, may not be exchanged for Class W shares of another fund. You may continue to hold these shares in the fund. Changing your investment to a different fund will be treated as a sale and purchase, and you will be subject to applicable taxes on the sale and sales charges on the purchase of the new fund. SELLING SHARES You may sell your shares at any time. The payment will be sent within seven days after your request is received in good order. When you sell shares, the amount you receive may be more or less than the amount you invested. Your sale price will be the next NAV calculated after your request is received in good order, minus any applicable CDSC. REPURCHASES. You can change your mind after requesting a sale and use all or part of the sale proceeds to purchase new shares in the same account, fund and class from which you sold. If you reinvest in Class A, you will purchase the new shares at NAV, up to the amount of the sale proceeds, instead of paying a sales charge on the date of a new purchase. If you reinvest in Class B or Class C, any CDSC you paid on the amount you are reinvesting also will be reinvested. In order for you to take advantage of this repurchase waiver, you must notify your financial institution within 90 days of the date your sale request was processed. Contact your financial institution for information on required documentation. The repurchase privilege may be modified or discontinued at any time and use of this option may have tax consequences. Each fund reserves the right to redeem in kind. For more details and a description of other sales policies, please see the SAI. VALUING FUND SHARES For classes of shares sold with an initial sales charge, the public offering or purchase price is the net asset value plus the sales charge. For funds or classes of shares sold without an initial sales charge, the public offering price is the NAV. - -------------------------------------------------------------------------------- S.17 Orders in good form are priced at the NAV next determined after you place your order. Good form or good order means that your instructions have been received in the form required by the fund. This may include, for example, providing the fund name and account number, the amount of the transaction and all required signatures. For more information, contact your financial institution. The NAV is the value of a single share of a fund. The NAV is determined by dividing the value of a fund's assets, minus any liabilities, by the number of shares outstanding. The NAV is calculated as of the close of business on the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time, on each day that the NYSE is open. Securities are valued primarily on the basis of market quotations. Market quotations are obtained from outside pricing services approved and monitored under procedures adopted by the Board. Certain short-term securities with maturities of 60 days or less are valued at amortized cost. When reliable market quotations are not readily available, investments are priced at fair value based on procedures adopted by the Board. These procedures are also used when the value of an investment held by a fund is materially affected by events that occur after the close of a securities market but prior to the time as of which the fund's NAV is determined. Valuing investments at fair value involves reliance on judgment. The fair value of an investment is likely to differ from any available quoted or published price. To the extent that a fund has significant holdings of foreign securities or small cap stocks that may trade infrequently, fair valuation may be used more frequently than for other funds. The funds use an unaffiliated service provider to assist in determining fair values for foreign securities. Foreign investments are valued in U.S. dollars. Some of a fund's securities may be listed on foreign exchanges that trade on weekends or other days when the fund does not price its shares. In that event, the NAV of the fund's shares may change on days when shareholders will not be able to purchase or sell the fund's shares. DISTRIBUTIONS AND TAXES As a shareholder you are entitled to your share of your fund's net income and net gains. Each fund distributes dividends and capital gains to qualify as a regulated investment company and to avoid paying corporate income and excise taxes. - -------------------------------------------------------------------------------- S.18 DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS Your fund's net investment income is distributed to you as dividends. Dividends may be composed of qualifying dividend income, which is eligible for preferential tax rates under current tax law, as well as other ordinary dividend income, which may include non-qualifying dividends, interest income and short-term capital gains. Capital gains are realized when a security is sold for a higher price than was paid for it. Each realized capital gain or loss is long-term or short-term depending on the length of time the fund held the security. Realized capital gains and losses offset each other. The fund offsets any net realized capital gains by any available capital loss carryovers. Net short-term capital gains are included in net investment income. Net realized long-term capital gains, if any, are distributed by the end of the calendar year as capital gain distributions. REINVESTMENTS Dividends and capital gain distributions are automatically reinvested in additional shares in the same class of the fund, unless you request distributions in cash. The financial institution through which you purchased shares may have different policies. Distributions are reinvested at the next calculated NAV after the distribution is paid. If you choose cash distributions, you will receive cash only for distributions declared after your request has been processed. TAXES If you buy shares shortly before the record date of a distribution, you may pay taxes on money earned by the fund before you were a shareholder. You will pay the full pre-distribution price for the shares, then receive a portion of your investment back as a distribution, which may be taxable. For tax purposes, an exchange is considered a sale and purchase, and may result in a gain or loss. A sale is a taxable transaction. If you sell shares for less than their cost, the difference is a capital loss. If you sell shares for more than their cost, the difference is a capital gain. Your gain may be short term (for shares held for one year or less) or long term (for shares held for more than one year). You may not create a tax loss, based on paying a sales charge, by exchanging shares within 91 days of purchase. If you buy Class A shares and within 91 days exchange into another fund, you may not include the sales charge in your calculation of tax gain or loss on the sale of the first fund you purchased. The sales charge may be included in the calculation of your tax gain or loss on a subsequent sale of the second fund you purchased. For more information, see the SAI. Distributions are subject to federal income tax and may be subject to state and local taxes in the year they are declared. You must report distributions on your tax returns, even if they are reinvested in additional shares. - -------------------------------------------------------------------------------- S.19 Income received by a fund may be subject to foreign tax and withholding. Tax conventions between certain countries and the U.S. may reduce or eliminate these taxes. Selling shares held in an IRA or qualified retirement account may subject you to federal taxes, penalties and reporting requirements upon the withdrawal of the sales proceeds from such accounts. Please consult your tax advisor. REITs often do not provide complete tax information until after the calendar year-end; generally mid to late January and continuing through early February. Consequently, if your fund has significant investments in REITs, you may not receive your Form 1099-DIV until February. Other RiverSource funds tax statements are mailed in January. IMPORTANT: This information is a brief and selective summary of some of the tax rules that apply to an investment in a fund. Because tax matters are highly individual and complex, you should consult a qualified tax advisor. GENERAL INFORMATION AVAILABILITY AND TRANSFERABILITY OF FUND SHARES Please consult your financial institution to determine availability of RiverSource funds. Currently, RiverSource funds may be purchased or sold through affiliated broker-dealers of RiverSource Investments and through certain unaffiliated financial institutions. If you set up an account at a financial institution that does not have, and is unable to obtain, a selling agreement with the distributor of the RiverSource funds, you will not be able to transfer RiverSource fund holdings to that account. In that event, you must either maintain your RiverSource fund holdings with your current financial institution, find another financial institution with a selling agreement, or sell your shares, paying any applicable CDSC. Please be aware that transactions in taxable accounts are taxable events and may result in income tax liability. ADDITIONAL SERVICES AND COMPENSATION In addition to acting as the fund's investment manager, RiverSource Investments and its affiliates also receive compensation for providing other services to the funds. Administration Services. Ameriprise Financial, 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474, provides or compensates others to provide administrative services to the RiverSource funds. These services include administrative, accounting, treasury, and other services. Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." - -------------------------------------------------------------------------------- S.20 Custody Services. Ameriprise Trust Company, 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (the custodian or Ameriprise Trust Company), provides custody services to all but a limited number of the RiverSource funds, for which U.S. Bank National Association provides custody services. In addition, Ameriprise Trust Company is paid for certain transaction fees and out-of-pocket expenses incurred while providing services to the funds. Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." Distribution and Shareholder Services. RiverSource Distributors, Inc., 50611 Ameriprise Financial Center, Minneapolis, Minnesota 55474, and Ameriprise Financial Services, 70100 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (collectively, the distributor), provide underwriting and distribution services to the RiverSource funds. Under the Distribution Agreement and related distribution and shareholder servicing plans, the distributor receives distribution and shareholder servicing fees. The distributor may retain a portion of these fees to support its distribution and shareholder servicing activity. The distributor re-allows the remainder of these fees (or the full fee) to the financial institutions that sell fund shares and provide services to shareholders. Fees paid by a fund for these services are set forth under "Distribution (12b-1) fees" in the expense table under "Fees and Expenses." More information on how these fees are used is set forth under "Investment Options -- Classes of Shares" and in the SAI. The distributor also administers any sales charges paid by an investor at the time of purchase or at the time of sale. See "Shareholder Fees (fees paid directly from your investment)" under "Fees and Expenses" for the scheduled sales charge of each share class. See "Buying and Selling Shares: Sales Charges" for variations in the scheduled sales charges, and for how these sales charges are used by the distributor. See "Other Investment Strategies and Risks" for the RiverSource funds' policy regarding directed brokerage. Plan Administration Services. Under a Plan Administration Services Agreement the fund pays for plan administration services, including services such as implementation and conversion services, account set-up and maintenance, reconciliation and account recordkeeping, education services and administration to various plan types, including 529 plans, retirement plans and Health Savings Accounts (HSAs). Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." - -------------------------------------------------------------------------------- S.21 Transfer Agency Services. RiverSource Service Corporation, 734 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (the transfer agent or RiverSource Service Corporation), provides or compensates others to provide transfer agency services to the RiverSource funds. The RiverSource funds pay the transfer agent a fee that varies by class, as set forth in the SAI, and reimburses the transfer agent for its out-of-pocket expenses incurred while providing these transfer agency services to the funds. Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." RiverSource Service Corporation pays a portion of these fees to financial institutions that provide sub-recordkeeping and other services to fund shareholders. The SAI provides additional information about the services provided and the fee schedules for the transfer agent agreements. PAYMENTS TO FINANCIAL INSTITUTIONS RiverSource Investments and its affiliates may make or support additional cash payments out of their own resources to financial institutions, including inter- company allocation of resources to affiliated broker-dealers such as Ameriprise Financial Services (and its licensed representatives), in connection with selling fund shares or providing services to the fund or its shareholders. These inter-company allocations may include payment as compensation to employees of RiverSource Investments who are licensed by Ameriprise Financial Services, in respect of certain sales and solicitation activity on behalf of the funds. These payments and inter-company allocations are in addition to any 12b-1 distribution and/or shareholder service fees or other amounts paid by the fund to the distributor under distribution and shareholder servicing plans, or paid by the fund to the transfer agent under its transfer agency agreement or plan administration agreement, which fees may be used by these entities to support shareholder account maintenance, sub-accounting, recordkeeping or other services provided directly by the financial institution to shareholders or 529 and retirement plans and the plan participants. In exchange for these payments and inter-company allocations, RiverSource Investments and its affiliates may receive preferred access to registered representatives of a financial institution (for example, the ability to make presentations in branch offices or at conferences) or preferred access to customers of the financial institution (for example, the ability to advertise or directly interact with the financial institution's customers in order to sell the fund). These arrangements are sometimes referred to as "revenue sharing payments." In some cases, these arrangements may create an incentive for a financial institution or its representatives to recommend or sell shares of a fund and may create a conflict of interest between a financial institution's financial interest and its duties to its customers. Please contact the financial institution through which you are purchasing shares of the fund for details about any payments it may receive in connection with the solicitation and sale of fund shares or providing services to the fund or its shareholders. These payments and inter-company allocations are usually calculated based on a percentage of fund sales and/or as a percentage of - -------------------------------------------------------------------------------- S.22 fund assets attributable to a particular financial institution. These payments may also be negotiated based on other criteria or factors including, but not limited to, the financial institution's affiliation with the investment manager, its reputation in the industry, its ability to attract and retain assets, its access to target markets, its customer relationships and the scope and quality of services it provides. The amount of payment or inter-company allocation may vary by financial institution and by type of sale (e.g., purchases of different share classes or purchases of the fund through a qualified plan or through a wrap program), and may be significant. From time to time, RiverSource Investments and its affiliates may make other reimbursements or payments to financial institutions or their representatives including non-cash compensation, in the form of gifts of nominal value, occasional meals, tickets, or other entertainment, support for due diligence trips, training and educational meetings or conference sponsorships, support for recognition programs, and other forms of non-cash compensation permissible under regulations to which these financial institutions and their representatives are subject. ADDITIONAL MANAGEMENT INFORMATION MANAGER OF MANAGERS EXEMPTION. The RiverSource funds have received an order from the Securities and Exchange Commission that permits RiverSource Investments, subject to the approval of the Board, to appoint a subadviser or change the terms of a subadvisory agreement for a fund without first obtaining shareholder approval. The order permits the fund to add or change unaffiliated subadvisers or change the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. RiverSource Investments or its affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create a conflict of interest. In making recommendations to the Board to appoint or to change a subadviser, or to change the terms of a subadvisory agreement, RiverSource Investments does not consider any other relationship it or its affiliates may have with a subadviser, and RiverSource Investments discloses the nature of any material relationships it has with a subadviser to the Board. - -------------------------------------------------------------------------------- S.23 AFFILIATED PRODUCTS. RiverSource Investments also serves as investment manager to RiverSource funds that provide asset-allocation services to shareholders by investing in shares of other RiverSource funds (Funds of Funds) and to discretionary managed accounts (collectively referred to as "affiliated products"). A fund may experience relatively large purchases or redemptions from the affiliated products. Although RiverSource Investments seeks to minimize the impact of these transactions by structuring them over a reasonable period of time or through other measures, a fund may experience increased expenses as it buys and sells securities to manage transactions for the affiliated products. In addition, because the affiliated products may own a substantial portion of a fund, a redemption by one or more affiliated product could cause a fund's expense ratio to increase as the fund's fixed costs would be spread over a smaller asset base. RiverSource Investments monitors expense levels and is committed to offering funds that are competitively priced. RiverSource Investments will report to the Board on the steps it has taken to manage any potential conflicts. CASH RESERVES. A fund may invest its daily cash balance in RiverSource Short- Term Cash Fund (Short-Term Cash Fund), a money market fund established for the exclusive use of the RiverSource funds and other institutional clients of RiverSource Investments. While Short-Term Cash Fund does not pay an advisory fee to RiverSource Investments, it does incur other expenses, and is expected to operate at a very low expense ratio. A fund will invest in Short-Term Cash Fund only to the extent it is consistent with the fund's investment objectives and policies. Short-Term Cash Fund is not insured or guaranteed by the FDIC or any other government agency. FUND HOLDINGS DISCLOSURE. The Board has adopted policies and procedures that govern the timing and circumstances of disclosure to shareholders and third parties of information regarding the securities owned by a fund. A description of these policies and procedures is included in the SAI. LEGAL PROCEEDINGS. Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the fund is not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the fund or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the fund. Information regarding certain pending and settled legal proceedings may be found in the Fund's shareholder reports and in the SAI. Additionally, Ameriprise Financial is required to make 10-Q, 10-K and, as necessary, 8-K filings with the Securities and Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov. - -------------------------------------------------------------------------------- S.24 This fund can be purchased from Ameriprise Financial Services or from a limited number of other authorized financial institutions. The fund can be found under the "RiverSource" banner in most mutual fund quotations. Additional information about the fund and its investments is available in the fund's SAI, and annual and semiannual reports to shareholders. In the fund's annual report, you will find a discussion of market conditions and investment strategies that significantly affected the fund's performance during its most recent fiscal year. The SAI is incorporated by reference in this prospectus. For a free copy of the SAI, the annual report, or the semiannual report, or to request other information about the fund, contact RiverSource Funds or your financial institution. To make a shareholder inquiry, contact the financial institution through whom you purchased the fund. RiverSource Funds 734 Ameriprise Financial Center Minneapolis, MN 55474 (888) 791-3380 RiverSource Funds information available at RiverSource Investments website address: riversource.com/funds You may review and copy information about the fund, including the SAI, at the Securities and Exchange Commission's (Commission) Public Reference Room in Washington, D.C. (for information about the public reference room call 1-202-551-8090). Reports and other information about the fund are available on the EDGAR Database on the Commission's Internet site at www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing to the Public Reference Section of the Commission, 100 F Street, N.E., Washington, D.C. 20549-0102. Investment Company Act File #811-2111 TICKER SYMBOL Class A: ALEAX Class B: ALEBX Class C: ARQCX Class I: ALRIX Class R2: -- Class R3: -- Class R4: ALEYX Class R5: --
(RIVERSOURCE INVESTMENTS LOGO) S-6244-99 H (9/07) Prospectus (RIVERSOURCE INVESTMENTS LOGO) RIVERSOURCE(R) LARGE CAP VALUE FUND PROSPECTUS SEPT. 28, 2007 RIVERSOURCE LARGE CAP VALUE FUND SEEKS TO PROVIDE SHAREHOLDERS WITH LONG-TERM GROWTH OF CAPITAL. Classes A, B, C, I, R2, R3, R4 and R5 As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. You may qualify for sales charge discounts on purchases of Class A shares. Please notify your financial institution if you have other accounts holding shares of RiverSource funds to determine whether you qualify for a sales charge discount. See "Buying and Selling Shares" for more information. NOT FDIC INSURED - MAY LOSE VALUE - NO BANK GUARANTEE TABLE OF CONTENTS THE FUND.................................................... 3P Objective................................................... 3p Principal Investment Strategies............................. 3p Principal Risks............................................. 4p Past Performance............................................ 6p Fees and Expenses........................................... 10p Other Investment Strategies and Risks....................... 13p Fund Management and Compensation............................ 15p FINANCIAL HIGHLIGHTS........................................ 16P BUYING AND SELLING SHARES................................... S.1 Description of Share Classes................................ S.1 Investment Options -- Classes of Shares ................. S.1 Sales Charges............................................ S.5 Opening an Account....................................... S.10 Exchanging or Selling Shares................................ S.13 Exchanges................................................ S.15 Selling Shares........................................... S.17 VALUING FUND SHARES......................................... S.17 DISTRIBUTIONS AND TAXES..................................... S.18 Dividends and Capital Gain Distributions.................... S.19 Reinvestments............................................... S.19 Taxes....................................................... S.19 GENERAL INFORMATION......................................... S.20
- -------------------------------------------------------------------------------- 2P RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS THE FUND OBJECTIVE RiverSource Large Cap Value Fund (the Fund) seeks to provide shareholders with long-term growth of capital. Because any investment involves risk, achieving this objective cannot be guaranteed. Only shareholders can change the Fund's objective. PRINCIPAL INVESTMENT STRATEGIES Under normal market conditions, at least 80% of the Fund's net assets are invested in equity securities of companies with a market capitalization greater than $5 billion. The Fund may also invest in income-producing equity securities, such as preferred stocks. Up to 25% of the Fund's net assets may be invested in foreign investments. The Fund will provide shareholders with at least 60 days' notice of any change in the 80% policy. In pursuit of the Fund's objective, the investment manager (RiverSource Investments, LLC) seeks to identify companies that appear to be undervalued by various measures or that may be temporarily out of favor, but have good prospects for capital appreciation. The investment manager selects investments for the Fund by: - - Seeking out a variety of large, well-established companies whose underlying fundamentals are stable, or are anticipated to become stable, or whose fundamentals are improving. - - Identifying stocks that are undervalued: - because they have one or more ratios, such as price-to-earnings or price-to- cash flow, that are low relative to the general market, or have a yield that exceeds the market; - because one or more of their valuation ratios are low relative to historical levels for the stock; - because one or more of their valuation ratios or other financial measures make that stock attractive relative to its peers; or - because they are undervalued relative to their intrinsic value, as identified by the Fund's manager. In deciding whether to sell a security, the investment manager considers whether: - - The security has reached the investment manager's price objective. - - The company has met the investment manager's earnings and/or growth expectations. - - The security is overvalued relative to other potential investments. - - A more attractive opportunity has been identified. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS 3P The investment manager may use derivatives such as futures, options, forward contracts and structured investments, to produce incremental earnings, to hedge existing positions, or to increase flexibility. PRINCIPAL RISKS Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include: ACTIVE MANAGEMENT RISK. The Fund is actively managed and its performance therefore will reflect in part the ability of the portfolio managers to select securities and to make investment decisions that are suited to achieving the Fund's investment objective. Due to its active management, the Fund could underperform other mutual funds with similar investment objectives. DERIVATIVES RISK. Derivatives are financial instruments that have a value which depends upon, or is derived from, the value of something else, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. Gains or losses involving derivative instruments may be substantial, because a relatively small price movement in the underlying security(ies), instrument, currency or index may result in a substantial gain or loss for the Fund. Derivative instruments in which the Fund invests will typically increase the Fund's exposure to Principal Risks to which it is otherwise exposed, and may expose the Fund to additional risks, including counterparty credit risk, leverage risk, hedging risk, correlation risk, and liquidity risk. Counterparty credit risk is the risk that a counterparty to the derivative instrument becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, and the Fund may obtain no recovery of its investment or may only obtain a limited recovery, and any recovery may be delayed. Hedging risk is the risk that derivative instruments used to hedge against an opposite position, may offset losses, but they may also offset gains. Correlation risk is related to hedging risk and is the risk that there may be an incomplete correlation between the hedge and the opposite position, which may result in increased or unanticipated losses. Liquidity risk is the risk that the derivative instrument may be difficult or impossible to sell or terminate, which may cause the Fund to be in a position to do something the investment manager would not otherwise choose, including accepting a lower price for the derivative instrument, selling other investments or foregoing another, more appealing investment opportunity. Leverage risk is the risk that losses from the derivative instrument may be greater than the amount invested in the derivative instrument. Certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment. See the SAI for more information on derivative instruments and related risks. - -------------------------------------------------------------------------------- 4P RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS FOREIGN RISK. The following are all components of foreign risk: Country risk includes the political, economic, and other conditions of the country. These conditions include lack of publicly available information, less government oversight (including lack of accounting, auditing, and financial reporting standards), the possibility of government-imposed restrictions, and even the nationalization of assets. The liquidity of foreign investments may be more limited than for most U.S. investments, which means that, at times it may be difficult to sell foreign securities at desirable prices. Currency risk results from the constantly changing exchange rate between local currency and the U.S. dollar. Whenever the Fund holds securities valued in a foreign currency or holds the currency, changes in the exchange rate add to or subtract from the value of the investment. Custody risk refers to the process of clearing and settling trades. It also covers holding securities with local agents and depositories. Low trading volumes and volatile prices in less developed markets make trades harder to complete and settle. Local agents are held only to the standard of care of the local market. Governments or trade groups may compel local agents to hold securities in designated depositories that are not subject to independent evaluation. The less developed a country's securities market is, the greater the likelihood of problems occurring. ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline. Poor performance may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures or other factors. MARKET RISK. The market value of securities may fall or fail to rise. Market risk may affect a single issuer, sector of the economy, industry, or the market as a whole. The market value of securities may fluctuate, sometimes rapidly and unpredictably. This risk is generally greater for small and mid-sized companies, which tend to be more vulnerable to adverse developments. In addition, focus on a particular style, for example, investment in growth or value securities, may cause the Fund to underperform other mutual funds if that style falls out of favor with the market. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS 5P PAST PERFORMANCE The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively: - - how the Fund's performance has varied for each full calendar year shown on the bar chart; and - - how the Fund's average annual total returns compare to recognized indexes shown on the table. Both the bar chart and the table assume that all distributions have been reinvested. The performance of different classes varies because of differences in sales charges and other fees and expenses. How the Fund has performed in the past (before and after taxes) does not indicate how the Fund will perform in the future. Performance reflects any fee waivers/expense caps in effect for the periods reported. In the absence of such fee waivers/expense caps, performance would have been lower. See "Fees and Expenses" for any current fee waivers/expense caps. Bar Chart. Class A share information is shown in the bar chart; the sales charge for Class A shares is not reflected in the bar chart. Table. The table shows total returns from hypothetical investments in Class A, Class B, Class C, Class I and Class R4 shares of the Fund. These returns are compared to the indexes shown for the same periods. For purposes of the performance calculation in the table we assumed: - - the maximum sales charge for Class A shares; - - sales at the end of the period and deduction of the applicable contingent deferred sales charge (CDSC) for Class B and Class C shares; - - no sales charge for Class I and Class R4 shares; and - - with the exception of Class A shares, no adjustments for taxes paid by an investor on the reinvested income and capital gains. - -------------------------------------------------------------------------------- 6P RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS AFTER-TAX RETURNS After-tax returns are shown only for Class A shares. After-tax returns for the other classes will vary. After-tax returns are calculated using the highest historical individual federal marginal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns will depend on your tax situation and most likely will differ from the returns shown in the table. If you hold your shares in a tax-deferred account, such as a 401(k) plan or an IRA, the after-tax returns do not apply to you since you will not incur taxes until you begin to withdraw from your account. The return after taxes on distributions for a period may be the same as the return before taxes for the same period if there were no distributions or if the distributions were small. The return after taxes on distributions and sale of Fund shares for a period may be greater than the return before taxes for the same period if there was a tax loss realized on sale of Fund shares. The benefit of the tax loss (since it can be used to offset other gains) may result in a higher return. - -------------------------------------------------------------------------------- CLASS A SHARE PERFORMANCE (BASED ON CALENDAR YEARS) (BAR CHART) +28.01% +11.37% +4.22% +19.15% 2003 2004 2005 2006
During the periods shown in the bar chart, the highest return for a calendar quarter was +17.42% (quarter ended June 30, 2003) and the lowest return for a calendar quarter was -4.56% (quarter ended March 31, 2003). The 5.75% sales charge applicable to Class A shares of the Fund is not reflected in the bar chart; if reflected, returns would be lower than those shown. The performance of other classes may vary from that shown because of differences in expenses. The Fund's Class A year-to-date return at June 30, 2007 was +5.88%. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS 7P AVERAGE ANNUAL TOTAL RETURNS (FOR PERIODS ENDED DEC. 31, 2006)
SINCE INCEPTION SINCE (CLASSES A, INCEPTION 1 YEAR B, C & R4) (CLASS I) RiverSource Large Cap Value Fund: Class A Return before taxes +12.30% +9.40%(a) N/A Return after taxes on distributions +8.90% +7.66%(a) N/A Return after taxes on distributions and sale of fund shares +10.56% +7.45%(a) N/A Class B Return before taxes +13.24%% +9.69%(a) N/A Class C Return before taxes +17.19% +10.01%(a) N/A Class I Return before taxes +19.58% N/A +11.05%(b) Class R4* Return before taxes +19.35% +11.08%(a) N/A Russell 1000(R) Value Index (reflects no deduction for fees, expenses or taxes) +22.25% +13.37%(c) +14.48%(d) Lipper Large-Cap Value Funds Index +18.28% +10.89%(c) +11.41%(d)
* Effective Dec. 11, 2006, Class Y was renamed Class R4. (a) Inception date is June 27, 2002. (b) Inception date is March 4, 2004. (c) Measurement period started July 1, 2002. (d) Measurement period started March 1, 2004. The Russell 1000 Value Index, an unmanaged index, measures the performance of those stocks in the Russell 1000 Index with lower price-to-book ratios and lower forecasted growth values. The index reflects reinvestment of all distributions and changes in market prices. The Lipper Large-Cap Value Funds Index includes the 30 largest large-cap value funds tracked by Lipper Inc. The index's returns include net reinvested dividends. The Fund's performance is currently measured against this index for purposes of determining the performance incentive adjustment. See "Fund Management and Compensation" for more information. Classes R2, R3 and R5 have not been in existence for a full calendar year and therefore performance information for these classes is not shown. - -------------------------------------------------------------------------------- 8P RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS Past performance for Class R2 for the period prior to the beginning of operations for that class may be calculated based on the performance of Class B. Past performance for Class R3 for the period prior to the beginning of operations for that class may be calculated based on the performance of Class A. Past performance for Class R5 for the period prior to the beginning of operations for that class may be calculated based on the performance of Class R4. In each case, the blended class performance will be adjusted to reflect differences in sales charges, but not differences in annual Fund operating expenses (for example, 12b-1 fees). The use of blended performance generally results in higher performance for classes with higher operating expenses than those of the class with which they are blended, and lower performance for classes with lower operating expenses than those of the class with which they are blended. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS 9P FEES AND EXPENSES Fund investors pay various expenses. The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Expenses are based on the Fund's most recent fiscal year, adjusted to reflect current fees. SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS I CLASS R2 CLASS R3 CLASS R4(b) CLASS A CLASS B CLASS C CLASS R5 Maximum sales charge (load) imposed on purchases (as a percentage of offering price) 5.75%(a) None None None Maximum deferred sales charge (load) imposed on sales (as a percentage of offering price at time of purchase) None 5% 1% None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS: CLASS A CLASS B CLASS C Management fees(c) 0.60% 0.60% 0.60% Distribution (12b-1) fees 0.25% 1.00% 1.00% Other expenses(d) 0.43% 0.45% 0.44% Total annual fund operating expenses 1.28% 2.05% 2.04% Fee waiver/expense reimbursement 0.00% 0.00% 0.00% Total annual (net) fund operating expenses(e) 1.28% 2.05% 2.04%
CLASS CLASS I CLASS R2 CLASS R3 R4(b) CLASS R5 Management fees(c) 0.60% 0.60% 0.60% 0.60% 0.60% Distribution (12b-1) fees 0.00% 0.50% 0.25% 0.00% 0.00% Other expenses(d) 0.25% 0.53% 0.53% 0.55% 0.23% Total annual fund operating expenses 0.85% 1.63% 1.38% 1.15% 0.83% Fee waiver/expense reimbursement 0.00% 0.00% 0.00% 0.02% 0.00% Total annual (net) fund operating expenses(e) 0.85% 1.63% 1.38% 1.13% 0.83%
(a) This charge may be reduced depending on the value of your total investments in RiverSource Funds. See "Sales Charges." (b) Effective Dec. 11, 2006, the following changes were implemented: renaming Class Y as Class R4, terminating the shareholder servicing agreement, revising the fee structure under the transfer agent agreement from account-based to asset-based, and adopting a plan administration services agreement. (c) Includes the impact of a performance incentive adjustment fee that decreased the management fee by 0.003% for the most recent fiscal year. The index against which the Fund's performance is measured for purposes of determining the performance incentive adjustment is the Lipper Large-Cap Value Funds Index. See "Fund Management and Compensation" for more information. (d) Other expenses include an administrative services fee, a transfer agency fee, a custody fee, other nonadvisory expenses and, for Class R2, Class R3 and Class R4, a plan administration services fee. Other expenses may also include fees and expenses of affiliated and unaffiliated funds (acquired funds) which the Fund indirectly bears when it invests in the acquired funds. Because acquired funds will have varied expense and fee levels - -------------------------------------------------------------------------------- 10P RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS and the Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred by the Fund with respect to such investments will vary. (e) The investment manager and its affiliates have contractually agreed to waive certain fees and to absorb certain expenses until July 31, 2008, unless sooner terminated at the discretion of the Fund's Board. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment, will not exceed 1.13% for Class R4. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS 11P EXAMPLES These examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. These examples assume that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. These examples also assume that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS Class A(a) $698 $ 958 $1,238 $2,036 Class B $708(b) $1,043(b) $1,304(b) $2,186(c) Class C $307(b) $ 640 $1,099 $2,374 Class I $ 87 $ 271 $ 472 $1,053 Class R2 $166 $ 514 $ 888 $1,938 Class R3 $140 $ 437 $ 756 $1,662 Class R4 $115 $ 364 $ 632 $1,401 Class R5 $ 85 $ 265 $ 461 $1,029
(a) Includes a 5.75% sales charge. (b) Includes the applicable CDSC. (c) Based on conversion of Class B shares to Class A shares in the ninth year of ownership. You would pay the following expenses if you did not redeem your shares:
1 YEAR 3 YEARS 5 YEARS 10 YEARS Class A(a) $698 $958 $1,238 $2,036 Class B $208 $643 $1,104 $2,186(b) Class C $207 $640 $1,099 $2,374 Class I $ 87 $271 $ 472 $1,053 Class R2 $166 $514 $ 888 $1,938 Class R3 $140 $437 $ 756 $1,662 Class R4 $115 $364 $ 632 $1,401 Class R5 $ 85 $265 $ 461 $1,029
(a) Includes a 5.75% sales charge. (b) Based on conversion of Class B shares to Class A shares in the ninth year of ownership. - -------------------------------------------------------------------------------- 12P RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS OTHER INVESTMENT STRATEGIES AND RISKS Other Investment Strategies. In addition to the principal investment strategies previously described, the Fund may utilize investment strategies that are not principal investment strategies, including investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange traded funds (ETFs), also referred to as "acquired funds") ownership of which results in the Fund bearing its proportionate share of the acquired funds' fees and expenses. Although ETFs are designed to replicate the price and yield of a specified market index, there is no guarantee that an ETF will track its specified market index, which may result in a loss. For more information on strategies and holdings, and the risks of such strategies, including derivative instruments that the Fund may use, see the Fund's Statement of Additional Information (SAI) and its annual and semiannual reports. Unusual Market Conditions. During unusual market conditions, the Fund may temporarily invest more of its assets in money market securities than during normal market conditions. Although investing in these securities would serve primarily to attempt to avoid losses, this type of investing also could prevent the Fund from achieving its investment objective. During these times, the portfolio managers may make frequent securities trades that could result in increased fees, expenses and taxes, and decreased performance. Instead of investing in money market securities directly, the Fund may invest in shares of an affiliated money market fund. See "Cash Reserves" for more information. Securities Transaction Commissions. Securities transactions involve the payment by the Fund of brokerage commissions to broker-dealers, on occasion as compensation for research or brokerage services (commonly referred to as "soft dollars"), as the portfolio managers buy and sell securities for the Fund in pursuit of its objective. A description of the policies governing the Fund's securities transactions and the dollar value of brokerage commissions paid by the Fund are set forth in the SAI. The brokerage commissions set forth in the SAI do not include implied commissions or mark-ups (implied commissions) paid by the Fund for principal transactions (transactions made directly with a dealer or other counterparty), including most fixed income securities (and certain other instruments, including derivatives). Brokerage commissions do not reflect other elements of transaction costs, including the extent to which the Fund's purchase and sale transactions may cause the market to move and change the market price for an investment. Although brokerage commissions and implied commissions are not reflected in the expense table under "Fees and Expenses," they are reflected in the total return of the Fund. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS 13P Portfolio Turnover. Trading of securities may produce capital gains, which are taxable to shareholders when distributed. Active trading may also increase the amount of brokerage commissions paid or mark-ups to broker-dealers that the Fund pays when it buys and sells securities. Capital gains and increased brokerage commissions or mark-ups paid to broker-dealers may adversely affect a fund's performance. The Fund's historical portfolio turnover rate, which measures how frequently the Fund buys and sells investments, is shown in the "Financial Highlights." Directed Brokerage. The Fund's Board of Directors (Board) has adopted a policy prohibiting the investment manager, or any subadviser, from considering sales of shares of the Fund as a factor in the selection of broker-dealers through which to execute securities transactions. Additional information regarding securities transactions can be found in the SAI. - -------------------------------------------------------------------------------- 14P RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS FUND MANAGEMENT AND COMPENSATION INVESTMENT MANAGER RiverSource Investments, LLC (the investment manager or RiverSource Investments), 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474, is the investment manager to the RiverSource funds, and is a wholly-owned subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial). Ameriprise Financial is a financial planning and financial services company that has been offering solutions for clients' asset accumulation, income management and protection needs for more than 110 years. In addition to managing investments for all of the RiverSource funds, RiverSource Investments manages investments for itself and its affiliates. For institutional clients, RiverSource Investments and its affiliates provide investment management and related services, such as separate account asset management, and institutional trust and custody, as well as other investment products. For all of its clients, RiverSource Investments seeks to allocate investment opportunities in an equitable manner over time. See the SAI for more information. The Fund pays RiverSource Investments a fee for managing its assets. Under the Investment Management Services Agreement (Agreement), the fee for the most recent fiscal year was 0.60% of the Fund's average daily net assets, including an adjustment under the terms of a performance incentive arrangement. The adjustment is computed by comparing the Fund's performance to the performance of an index of comparable funds published by Lipper Inc. The index against which the Fund's performance is currently measured for purposes of the performance incentive adjustment is the Lipper Large-Cap Value Funds Index. In certain circumstances, the Fund's Board may approve a change in the index. The maximum adjustment (increase or decrease) is 0.12% of the Fund's average net assets on an annual basis. Under the Agreement, the Fund also pays taxes, brokerage commissions, and nonadvisory expenses. A discussion regarding the basis for the Board approving the Agreement is available in the Fund's most recent annual or semiannual shareholder report. Portfolio Manager(s). The portfolio manager responsible for the day-to-day management of the Fund is: Robert Ewing, CFA, Portfolio Manager - - Managed the Fund since 2002. - - Joined RiverSource Investments in 2002. - - Analyst and Portfolio Manager, Fidelity Investments, 1990 to 2002. - - Began investment career in 1988. - - BS, Boston College Carroll School of Management. The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS 15P FINANCIAL HIGHLIGHTS THE FINANCIAL HIGHLIGHTS TABLES ARE INTENDED TO HELP YOU UNDERSTAND THE FUND'S FINANCIAL PERFORMANCE. CERTAIN INFORMATION REFLECTS FINANCIAL RESULTS FOR A SINGLE FUND SHARE. THE TOTAL RETURNS IN THE TABLES REPRESENT THE RATE THAT AN INVESTOR WOULD HAVE EARNED OR LOST ON AN INVESTMENT IN THE FUND (ASSUMING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS). THE INFORMATION FOR THE FISCAL YEAR ENDED JULY 31, 2007 HAS BEEN DERIVED FROM THE FINANCIAL STATEMENTS AUDITED BY ERNST & YOUNG LLP, WHOSE REPORT, ALONG WITH THE FUND'S FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS, IS INCLUDED IN THE ANNUAL REPORT WHICH, IF NOT INCLUDED WITH THIS PROSPECTUS, IS AVAILABLE UPON REQUEST. THE INFORMATION FOR THE PERIODS ENDED ON OR BEFORE JULY 31, 2006 HAS BEEN AUDITED BY KPMG LLP. - -------------------------------------------------------------------------------- 16P RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS CLASS A
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.88 $5.83 $5.34 $4.98 $4.52 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .06(b) .09 .06 .04 .03 Net gains (losses) (both realized and unrealized) .77 .32 .70 .59 .44 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .83 .41 .76 .63 .47 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.07) (.07) (.04) (.03) (.01) Distributions from realized gains (.93) (.29) (.23) (.24) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (1.00) (.36) (.27) (.27) (.01) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.71 $5.88 $5.83 $5.34 $4.98 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $62 $63 $74 $67 $31 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.28% 1.21% 1.29% 1.24%(e) 1.25%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .99% 1.35% 1.07% .95% 1.01% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% 46% 57% 59% 77% - ----------------------------------------------------------------------------------------------------------- Total return(f) 14.47% 7.39% 14.52% 12.85% 10.52% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class A would have been 1.54% and 2.64% for the years ended July 31, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS 17P CLASS B
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.82 $5.77 $5.29 $4.95 $4.52 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .01(b) .04 .01 -- .01 Net gains (losses) (both realized and unrealized) .78 .32 .70 .59 .43 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .79 .36 .71 .59 .44 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.02) (.02) -- (.01) (.01) Distributions from realized gains (.93) (.29) (.23) (.24) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.95) (.31) (.23) (.25) (.01) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.66 $5.82 $5.77 $5.29 $4.95 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $15 $19 $28 $25 $13 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 2.05% 1.97% 2.05% 2.00%(e) 2.00%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .23% .59% .30% .16% .25% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% 46% 57% 59% 77% - ----------------------------------------------------------------------------------------------------------- Total return(f) 13.75% 6.51% 13.66% 12.00% 9.66% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class B would have been 2.30% and 3.40% for the years ended July 31, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- 18P RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS CLASS C
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.82 $5.77 $5.29 $4.94 $4.52 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .01(b) .04 .01 -- .01 Net gains (losses) (both realized and unrealized) .76 .32 .70 .60 .42 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .77 .36 .71 .60 .43 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.02) (.02) -- (.01) (.01) Distributions from realized gains (.93) (.29) (.23) (.24) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.95) (.31) (.23) (.25) (.01) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.64 $5.82 $5.77 $5.29 $4.94 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $1 $1 $1 $1 $1 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 2.04% 1.98% 2.06% 2.00%(e) 2.00%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .23% .58% .30% .19% .26% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% 46% 57% 59% 77% - ----------------------------------------------------------------------------------------------------------- Total return(f) 13.50% 6.56% 13.62% 12.19% 9.50% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class C would have been 2.30% and 3.40% for the years ended July 31, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS 19P CLASS I
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004(B) Net asset value, beginning of period $5.91 $5.86 $5.36 $5.57 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .08(c) .12 .07 .03 Net gains (losses) (both realized and unrealized) .79 .32 .72 (.24) - ----------------------------------------------------------------------------------------------------------- Total from investment operations .87 .44 .79 (.21) - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.10) (.10) (.06) -- Distributions from realized gains (.93) (.29) (.23) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (1.03) (.39) (.29) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.75 $5.91 $5.86 $5.36 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $17 $13 $38 $16 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) .85% .75% .86% .93%(f),(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.41% 1.85% 1.50% 1.33%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% 46% 57% 59% - ----------------------------------------------------------------------------------------------------------- Total return(h) 15.10% 7.86% 14.97% (3.77%)(i) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from March 4, 2004 (inception date) to July 31, 2004. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratio of expenses for Class I would have been 1.02% for the period ended July 31, 2004. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- 20P RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS CLASS R2
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $6.55 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .02(c) Net gains (losses) (both realized and unrealized) .15 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .17 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.10) Distributions from realized gains (.93) - ----------------------------------------------------------------------------------------------------------- Total distributions (1.03) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.69 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) 1.63%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .55%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% - ----------------------------------------------------------------------------------------------------------- Total return(g) 2.84%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratio. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS 21P CLASS R3
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $6.55 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .03(c) Net gains (losses) (both realized and unrealized) .15 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .18 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.10) Distributions from realized gains (.93) - ----------------------------------------------------------------------------------------------------------- Total distributions (1.03) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.70 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) 1.38%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .80%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% - ----------------------------------------------------------------------------------------------------------- Total return(g) 3.03%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratio. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- 22P RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS CLASS R4*
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.90 $5.85 $5.36 $4.99 $4.52 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .07(b) .10 .07 .04 .03 Net gains (losses) (both realized and unrealized) .78 .32 .70 .61 .45 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .85 .42 .77 .65 .48 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) (.08) (.05) (.04) (.01) Distributions from realized gains (.93) (.29) (.23) (.24) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (1.01) (.37) (.28) (.28) (.01) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.74 $5.90 $5.85 $5.36 $4.99 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- $-- $-- $-- $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.12%(e) 1.00% 1.11% 1.06%(e) .95%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.14% 1.69% 1.25% 1.12% 1.30% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% 46% 57% 59% 77% - ----------------------------------------------------------------------------------------------------------- Total return(f) 14.67% 7.55% 14.67% 13.14% 10.76% - -----------------------------------------------------------------------------------------------------------
* Effective Dec. 11, 2006, Class Y was renamed Class R4. (a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class R4 would have been 1.13%, 1.36%, and 2.46% for the years ended July 31, 2007, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS 23P CLASS R5
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $6.55 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .05(c) Net gains (losses) (both realized and unrealized) .15 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .20 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.10) Distributions from realized gains (.93) - ----------------------------------------------------------------------------------------------------------- Total distributions (1.03) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.72 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) .83%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.45%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% - ----------------------------------------------------------------------------------------------------------- Total return(g) 3.40%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratio. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- 24P RIVERSOURCE LARGE CAP VALUE FUND -- 2007 PROSPECTUS BUYING AND SELLING SHARES The RiverSource funds are available through broker-dealers, certain 401(k) or other qualified and nonqualified plans, banks, or other financial intermediaries or institutions (financial institutions). THESE FINANCIAL INSTITUTIONS MAY CHARGE YOU ADDITIONAL FEES FOR THE SERVICES THEY PROVIDE AND THEY MAY HAVE DIFFERENT POLICIES NOT DESCRIBED IN THIS PROSPECTUS. Some policy differences may include different minimum investment amounts, exchange privileges, fund choices and cutoff times for investments. Additionally, recordkeeping, transaction processing and payments of distributions relating to your account may be performed by the financial institutions through which shares are held. Since the fund may not have a record of your transactions, you should always contact the financial institution through which you purchased the fund to make changes to or give instructions concerning your account or to obtain information about your account. The fund, the distributor and the transfer agent are not responsible for the failure of one of these financial institutions to carry out its obligations to its customers. DESCRIPTION OF SHARE CLASSES INVESTMENT OPTIONS -- CLASSES OF SHARES The RiverSource funds offer different classes of shares. There are differences among the fees and expenses for each class. See the "Fees and Expenses" table for more information. Not everyone is eligible to buy every class. After determining which classes you are eligible to buy, decide which class best suits your needs. Your financial institution can help you with this decision. The following table shows the key features of each class. (The cover of this prospectus indicates which classes are currently offered for this Fund.) INVESTMENT OPTIONS SUMMARY See the "Fees and Expenses" table to determine which classes are offered by this fund.
CONTINGENT PLAN INITIAL DEFERRED SALES DISTRIBUTION AND ADMINISTRATION AVAILABILITY SALES CHARGE CHARGE (CDSC) SERVICE FEE(A) FEE - ------------------------------------------------------------------------------------------------------------- Class A Available to Yes. Payable at No. Yes. No. all investors. time of purchase. 0.25% Lower sales charge for larger investments. - ------------------------------------------------------------------------------------------------------------- Class Available to No. Entire Maximum 5% CDSC during Yes. No. B(b) all investors. purchase price is the first year decreasing 1.00% invested in to 0% after six years. shares of the fund. - -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- S-6400-4 S.1
INVESTMENT OPTIONS SUMMARY (CONTINUED) CONTINGENT PLAN INITIAL DEFERRED SALES DISTRIBUTION AND ADMINISTRATION AVAILABILITY SALES CHARGE CHARGE (CDSC) SERVICE FEE(A) FEE - ------------------------------------------------------------------------------------------------------------- Class C Available to No. Entire 1% CDSC may apply if you Yes. No. all investors. purchase price is sell shares within one 1.00% invested in year after purchase. shares of the fund. - ------------------------------------------------------------------------------------------------------------- Class I Limited to No. No. No. No. qualifying institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R2 Limited to No. No. Yes. Yes. qualifying 0.50% 0.25% institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R3 Limited to No. No. Yes. Yes. qualifying 0.25% 0.25% institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R4 Limited to No. No. No. Yes. qualifying 0.25% institutional investors. - ------------------------------------------------------------------------------------------------------------- Class R5 Limited to No. No. No. No. qualifying institutional investors. - ------------------------------------------------------------------------------------------------------------- Class W Limited to No. No. Yes. No. qualifying 0.25% discretionary managed accounts. - -------------------------------------------------------------------------------------------------------------
(a) For Class A, Class B, Class C, Class R2, Class R3 and Class W shares, each fund has adopted a plan under Rule 12b-1 of the Investment Company Act of 1940, as amended, that allows it to pay distribution and shareholder servicing-related expenses for the sale of shares. Because these fees are paid out of a fund's assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of distribution (sales) or servicing charges. (b) See "Buying and Selling Shares, Sales Charges, Class B and Class C -- contingent deferred sales charge alternative" for more information on the timing of conversion of Class B shares to Class A shares. Timing will vary depending on the date of your original purchase of the Class B shares. DISTRIBUTION AND SERVICE FEES The distribution and shareholder servicing fees for Class A, Class B, Class C, Class R2, Class R3 and Class W are subject to the requirements of Rule 12b-1 under the Investment Company Act of 1940, as amended, and are used to reimburse the distributor for certain expenses it incurs in connection with distributing a fund's shares and providing services to fund shareholders. These expenses include payment of distribution and shareholder servicing fees to financial institutions that sell shares of the fund, up to 0.50% of the average daily net assets of Class R2 shares sold and held through them and up to 0.25% of the average daily net assets of Class A, Class B, Class C, Class R3 and Class W shares sold and held through them. For Class A, Class B, Class R2, Class R3 and Class W shares, the distributor begins to pay these fees immediately after purchase. For Class C shares, the distributor begins to pay these fees one year after - -------------------------------------------------------------------------------- S.2 purchase. Financial institutions also receive distribution fees up to 0.75% of the average daily net assets of Class C shares sold and held through them, which the distributor begins to pay one year after purchase. For Class B shares, and, for the first year after sale only, for Class C shares, the fund's distributor retains the distribution fee of up to 0.75% in order to finance the payment of sales commissions to financial institutions that sell Class B shares, and to pay for other distribution related expenses. Financial institutions may compensate their financial advisors with the shareholder servicing and distribution fees paid to them by the distributor. PLAN ADMINISTRATION FEE Class R2, Class R3 and Class R4 pay an annual plan administration services fee for the provision of various administrative, recordkeeping, communication and educational services. The fee for Class R2, Class R3 and Class R4 is equal on an annual basis to 0.25% of assets attributable to the respective class. DETERMINING WHICH CLASS OF SHARES TO PURCHASE CLASS A, CLASS B AND CLASS C SHARES If your investments in RiverSource funds total $100,000 or more, Class A shares may be the better option because the sales charge is reduced for larger purchases. If you invest less than $100,000, consider how long you plan to hold your shares. Class B shares have a higher annual distribution fee than Class A shares and a CDSC for six years. Class B shares convert to Class A shares in the ninth year of ownership. Class B shares purchased through reinvested dividends and distributions also will convert to Class A shares in the same proportion as the other Class B shares. Class C shares also have a higher annual distribution fee than Class A shares. Class C shares have no sales charge if you hold the shares for longer than one year. Unlike Class B shares, Class C shares do not convert to Class A. As a result, you will pay a distribution fee for as long as you hold Class C shares. If you choose a deferred sales charge option (Class B or Class C), you should consider the length of time you intend to hold your shares. To help you determine which investment is best for you, consult your financial institution. CLASS I SHARES. The following eligible investors may purchase Class I shares: - - Any fund distributed by RiverSource Distributors, Inc. and Ameriprise Financial Services, if the fund seeks to achieve its investment objective by investing primarily in shares of the fund and other RiverSource funds. Class I shares may be purchased, sold or exchanged only through the distributor or an authorized financial institution. - -------------------------------------------------------------------------------- S.3 CLASS R SHARES. The following eligible institutional investors may purchase Class R2, Class R3, Class R4 and Class R5 shares: - - Qualified employee benefit plans. - - Trust companies or similar institutions, and charitable organizations that meet the definition in Section 501(c)(3) of the Internal Revenue Code. - - Non-qualified deferred compensation plans whose participants are included in a qualified employee benefit plan described above. - - State sponsored college savings plans established under Section 529 of the Internal Revenue Code. - - Health Savings Accounts (HSAs) created pursuant to public law 108-173. Additionally, if approved by the distributor, the following eligible institutional investors may purchase Class R5 shares: - - Institutional or corporate accounts above a threshold established by the distributor (currently $1 million per fund or $10 million in all RiverSource funds). - - Bank Trusts departments. Class R shares generally are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Educational Savings Accounts, SEPs, SAR- SEPs, SIMPLE IRAs and individual 403(b) plans. Class R shares may be purchased, sold or exchanged only through the distributor or an authorized financial institution. CLASS W SHARES. The following eligible investors may purchase Class W shares: - - Investors purchasing through authorized investment programs managed by investment professionals, including discretionary managed account programs. Class W shares may be purchased, sold or exchanged only through the distributor or an authorized financial institution. Shares originally purchased in a discretionary managed account may continue to be held in Class W outside of a discretionary managed account, but no additional Class W purchases may be made and no exchanges to Class W shares of another fund may be made outside of a discretionary managed account. IN ADDITION, FOR CLASS I, CLASS R AND CLASS W SHARES, THE DISTRIBUTOR, IN ITS SOLE DISCRETION, MAY ACCEPT INVESTMENTS FROM OTHER PURCHASERS NOT LISTED ABOVE. For more information, see the SAI. - -------------------------------------------------------------------------------- S.4 SALES CHARGES CLASS A -- INITIAL SALES CHARGE ALTERNATIVE Your purchase price for Class A shares is generally the net asset value (NAV) plus a front-end sales charge. The distributor receives the sales charge and re-allows a portion of the sales charge to the financial institution through which you purchased the shares. The distributor retains the balance of the sales charge. Sales charges vary depending on the amount of your purchase. SALES CHARGE* FOR CLASS A SHARES:
MAXIMUM AS A % OF AS A % OF NET RE-ALLOWANCE AS A % TOTAL MARKET VALUE PURCHASE PRICE** AMOUNT INVESTED OF PURCHASE PRICE - ---------------------------------------------------------------------------------------- Up to $49,999 5.75% 6.10% 5.00% $50,000 -- $99,999 4.75 4.99 4.00 $100,000 -- $249,999 3.50 3.63 3.00 $250,000 -- $499,999 2.50 2.56 2.15 $500,000 -- $999,999 2.00 2.04 1.75 $1,000,000 or more 0.00 0.00 0.00***
* Because of rounding in the calculation of the offering price, the portion of the sales charge retained by the distributor may vary and the actual sales charge you pay may be more or less than the sales charge calculated using these percentages. ** Purchase price includes the sales charge. ***Although there is no sales charge for purchases with a total market value over $1,000,000, and therefore no re-allowance, the distributor may pay a financial institution the following: a sales commission of up to 1.00% for a sale with a total market value of $1,000,000 to $2,999,999; a sales commission up to 0.50% for a sale of $3,000,000 to $9,999,999; and a sales commission up to 0.25% for a sale of $10,000,000 or more. INITIAL SALES CHARGE -- RIGHTS OF ACCUMULATION. You may be able to reduce the sales charge on Class A shares, based on the combined market value of your accounts. The current market values of the following investments are eligible to be added together for purposes of determining the sales charge on your purchase: - - Your current investment in a fund; and - - Previous investments you and members of your primary household group have made in Class A, Class B or Class C shares in the fund and other RiverSource funds, provided your investment was subject to a sales charge. Your primary household group consists of you, your spouse or domestic partner and your unmarried children under age 21 sharing a mailing address. The following accounts are eligible to be included in determining the sales charge on your purchase: - - Individual or joint accounts; - -------------------------------------------------------------------------------- S.5 - - Roth and traditional IRAs, SEPs, SIMPLEs and TSCAs, provided they are invested in Class A, Class B or Class C shares that were subject to a sales charge; - - UGMA/UTMA accounts for which you, your spouse, or your domestic partner is parent or guardian of the minor child; - - Revocable trust accounts for which you or a member of your primary household group, individually, is the beneficiary; - - Accounts held in the name of your, your spouse's, or your domestic partner's sole proprietorship or single owner limited liability company or S corporation; and - - Qualified retirement plan assets, provided that you are the sole owner of the business sponsoring the plan, are the sole participant (other than a spouse) in the plan, and have no intention of adding participants to the plan. The following accounts are NOT eligible to be included in determining the sales charge on your purchase: - - Accounts of pension and retirement plans with multiple participants, such as 401(k) plans (which are combined to reduce the sales charge for the entire pension or retirement plan and therefore are not used to reduce the sales charge for your individual accounts); - - Investments in Class A shares where the sales charge is waived, for example, purchases through wrap accounts; - - Investments in Class D, Class E, Class I, Class R2, Class R3, Class R4, Class R5, Class W or Class Y shares; - - Investments in 529 plans, donor advised funds, variable annuities, variable life insurance products, wrap accounts or managed separate accounts; and - - Charitable and irrevocable trust accounts. If you purchase RiverSource fund shares through different financial institutions, and you want to include those assets toward a reduced sales charge, you must inform your financial institution in writing about the other accounts when placing your purchase order. Contact your financial institution to determine what information is required. Unless you provide your financial institution in writing with information about all of the accounts that may count toward a sales charge reduction, there can be no assurance that you will receive all of the reductions for which you may be eligible. You should request that your financial institution provide this information to the fund when placing your purchase order. For more information on rights of accumulation, please see the SAI. - -------------------------------------------------------------------------------- S.6 INITIAL SALES CHARGE -- LETTER OF INTENT (LOI). Generally, if you intend to invest $50,000 or more over a period of 13 months or less, you may be able to reduce the front-end sales charges for investments in Class A shares by completing and filing a LOI form. The LOI becomes effective only after the form is processed in good order by the fund. An LOI can be backdated up to a maximum of 90 days. If the LOI is backdated, you may include prior investments in Class A shares that were charged a front-end sales load toward the LOI commitment amount. If the LOI is backdated, the 13-month period begins on the date of the earliest purchase included in the LOI. Holdings More than 90 Days Old. Purchases made more than 90 days before your LOI is processed by the fund will not be counted toward the commitment amount of the LOI and cannot be used as the starting point for the LOI. While these purchases cannot be included in an LOI, they may help you obtain a reduced sales charge on future purchases as described in "Initial Sales Charge -- Rights of Accumulation." Notification Obligation. You must request the reduced sales charge when you buy shares. If you do not complete and file the LOI form, or do not request the reduced sales charge at the time of purchase, you will not be eligible for the reduced sales charge. You should request that your financial institution provide this information to the fund when placing your purchase order. For more details on LOIs, please contact your financial institution or see the SAI. INITIAL SALES CHARGE -- WAIVERS OF THE SALES CHARGE FOR CLASS A SHARES. Sales charges do not apply to: - - current or retired Board members, officers or employees of RiverSource funds or RiverSource Investments or its affiliates, their spouses or domestic partners, children, parents and their spouse's or domestic partner's parents. - - current or retired Ameriprise Financial Services, Inc. (Ameriprise Financial Services) financial advisors, employees of financial advisors, their spouses or domestic partners, children, parents and their spouse's or domestic partner's parents. - - registered representatives and other employees of financial institutions having a selling agreement with the distributor, including their spouses, domestic partners, children, parents and their spouse's or domestic partner's parents. - - portfolio managers employed by subadvisers of the RiverSource funds, including their spouses or domestic partners, children, parents and their spouse's or domestic partner's parents. - - qualified employee benefit plans offering participants daily access to RiverSource funds. Eligibility must be determined in advance. For assistance, please contact your financial institution. - - direct rollovers from qualified employee benefit plans, provided that the rollover involves a transfer of Class R or Class Y shares in a fund to Class A shares in the same fund. - -------------------------------------------------------------------------------- S.7 - - purchases made: - with dividend or capital gain distributions from a fund or from the same class of another RiverSource fund; - through or under a wrap fee product or other investment product sponsored by a financial institution having a selling agreement with the distributor; - through state sponsored college savings plans established under Section 529 of the Internal Revenue Code; - through bank trust departments. - - shareholders whose original purchase was in a Strategist fund merged into a RiverSource fund in 2000. The distributor may, in its sole discretion, authorize the waiver of sales charges for additional purchases or categories of purchases. Policies related to reducing or waiving the sales charge may be modified or withdrawn at any time. Unless you provide your financial institution with information in writing about all of the factors that may count toward a waiver of the sales charge, there can be no assurance that you will receive all of the waivers for which you may be eligible. You should request that your financial institution provide this information to the fund when placing your purchase order. Because the current prospectus is available on RiverSource Investment's website free of charge, RiverSource Investments does not disclose this information separately on the website. CLASS B AND CLASS C -- CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE FOR CLASS B, the CDSC is based on the sale amount and the number of years between purchase and sale. The following table shows how CDSC percentages on sales decline:
IF THE SALE IS MADE DURING THE: THE CDSC PERCENTAGE RATE IS:* First year 5% Second year 4% Third year 4% Fourth year 3% Fifth year 2% Sixth year 1% Seventh or eighth year 0%
* Because of rounding in the calculation, the portion of the CDSC retained by the distributor may vary and the actual CDSC you pay may be more or less than the CDSC calculated using these percentages. - -------------------------------------------------------------------------------- S.8 Although there is no front-end sales charge when you buy Class B shares, the distributor pays a sales commission of 4% to financial institutions that sell Class B shares. A portion of this commission may, in turn, be paid to your financial advisor. The distributor receives any CDSC imposed when you sell your Class B shares. Purchases made prior to May 21, 2005 age on a calendar year basis. Purchases made beginning May 21, 2005 age on a daily basis. For example, a purchase made on Nov. 12, 2004 completed its first year on Dec. 31, 2004 under calendar year aging. However, a purchase made on Nov. 12, 2005 completed its first year on Nov. 11, 2006 under daily aging. Class B shares purchased prior to May 21, 2005 will convert to Class A shares in the ninth calendar year of ownership. Class B shares purchased beginning May 21, 2005 will convert to Class A shares one month after the completion of the eighth year of ownership. FOR CLASS C, a 1% CDSC may be charged if you sell your shares within one year after purchase. Although there is no front-end sales charge when you buy Class C shares, the distributor pays a sales commission of 1% to financial institutions that sell Class C shares. A portion of this commission may, in turn, be paid to your financial advisor. The distributor receives any CDSC imposed when you sell your Class C shares. For both Class B and Class C, if the amount you sell causes the value of your investment to fall below the cost of the shares you have purchased, the CDSC will be based on the lower of the cost of those shares purchased or market value. Because the CDSC is imposed only on sales that reduce your total purchase payments, you do not have to pay a CDSC on any amount that represents appreciation in the value of your shares, income earned by your shares, or capital gains. In addition, the CDSC on your sale, if any, will be based on your oldest purchase payment. The CDSC on the next amount sold will be based on the next oldest purchase payment. EXAMPLE Assume you had invested $10,000 in Class B shares and that your investment had appreciated in value to $12,000 after 3 1/2 years, including reinvested dividends and capital gain distributions. You could sell up to $2,000 worth of shares without paying a CDSC ($12,000 current value less $10,000 purchase amount). If you sold $2,500 worth of shares, the CDSC would apply to the $500 representing part of your original purchase price. The CDSC rate would be 3% because the sale was made during the fourth year after the purchase. CDSC -- WAIVERS OF THE CDSC FOR CLASS B SHARES. The CDSC will be waived on sales of shares: - - in the event of the shareholder's death; - - held in trust for an employee benefit plan; or - -------------------------------------------------------------------------------- S.9 - - held in IRAs or certain qualified plans, such as Keogh plans, tax-sheltered custodial accounts or corporate pension plans, provided that the shareholder is: - at least 59 1/2 years old AND - taking a retirement distribution (if the sale is part of a transfer to an IRA or qualified plan, or a custodian-to-custodian transfer, the CDSC will not be waived) OR - selling under an approved substantially equal periodic payment arrangement. CDSC -- WAIVERS OF THE CDSC FOR CLASS C SHARES. The CDSC will be waived on sales of shares in the event of the shareholder's death. CLASS I, CLASS R2, CLASS R3, CLASS R4, CLASS R5 AND CLASS W -- NO SALES CHARGE. For Class I, Class R2, Class R3, Class R4, Class R5 and Class W, there is no initial sales charge or CDSC. OPENING AN ACCOUNT Financial institutions are required by law to obtain certain personal information from each person who opens an account in order to verify the identity of the person. As a result, when you open an account you will be asked to provide your name, permanent street address, date of birth, and Social Security or Employer Identification number. You may also be asked for other identifying documents or information. If you do not provide this information, the financial institution through which you are investing in the fund may not be able to open an account for you. If the financial institution through which you are investing in the fund is unable to verify your identity, your account may be closed, or other steps may be taken, as deemed appropriate. When you buy shares, your order will be priced at the next NAV calculated after your order is accepted by the fund or an authorized financial institution. Your financial institution may establish and maintain your account directly or it may establish and maintain your account with the distributor. The distributor may appoint servicing agents to accept purchase orders and to accept exchange (and sale) orders on its behalf. Accounts maintained by the distributor will be supported by the fund's transfer agent. METHODS OF PURCHASING SHARES These methods of purchasing shares apply to Class A, Class B, and Class C shares. THROUGH AN ACCOUNT ESTABLISHED WITH YOUR FINANCIAL INSTITUTION ALL REQUESTS The financial institution through which you buy shares may have different policies not described in this prospectus, including different minimum investment amounts and minimum account balances. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.10 METHODS OF PURCHASING SHARES (CONTINUED) THROUGH AN ACCOUNT ESTABLISHED WITH THE FUND BY MAIL The financial institution through which you buy shares may establish an account directly with the fund. To establish an account in this fashion, complete a RiverSource funds account application with your financial advisor or investment professional, and mail the account application to the address below. Account applications may be requested by calling (888) 791-3380. Make your check payable to the fund. The fund does not accept cash, credit card convenience checks, money orders, traveler's checks, starter checks, third or fourth party checks, or other cash equivalents. Mail your check and completed application to: REGULAR MAIL RIVERSOURCE INVESTMENTS (FUNDS) P.O. BOX 8041 BOSTON, MA 02266-8041 EXPRESS MAIL RIVERSOURCE INVESTMENTS (FUNDS) C/O BFDS 30 DAN ROAD CANTON, MA 02021-2809 If you already have an account, include your name, account number and the name of the fund and class of shares along with your check. You can make scheduled investments in the fund by moving money from your checking account or savings account. See the Minimum Investment and Account Balance chart below for more information regarding scheduled investment plans. - -------------------------------------------------------------------------------- BY WIRE OR ACH Fund shares purchased through the distributor may be paid for by federal funds wire. Before sending a wire, call (888) 791-3380 to notify the distributor of the wire and to receive further instructions. If you are establishing an account with a wire purchase, you are required to send a signed account application to the address above. Please include the wire control number or your new account number on the application. Your bank or financial institution may charge additional fees for wire transactions. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.11 METHODS OF PURCHASING SHARES (CONTINUED) BY EXCHANGE Call (888) 791-3380 or send signed written instructions to the address above. - -------------------------------------------------------------------------------- MINIMUM INVESTMENT AND ACCOUNT BALANCE
FOR ALL FUNDS, CLASSES AND ACCOUNTS EXCEPT THOSE LISTED TO THE TAX QUALIFIED RIVERSOURCE DISCIPLINED RIGHT (NONQUALIFIED) ACCOUNTS SMALL CAP VALUE FUND CLASS W - ---------------------------------------------------------------------------------------------- INITIAL INVESTMENT $2,000 $1,000 $5,000 $500 - ---------------------------------------------------------------------------------------------- ADDITIONAL INVESTMENTS $100 $100 $100 None - ---------------------------------------------------------------------------------------------- ACCOUNT BALANCE* $300 None $2,500 $500
* If your fund account balance falls below the minimum account balance for any reason, including a market decline, you may be asked to increase it to the minimum account balance or establish a scheduled investment plan. If you do not do so within 30 days, your shares may be automatically redeemed and the proceeds mailed to you. - -------------------------------------------------------------------------------- MINIMUM INVESTMENT AND ACCOUNT BALANCE -- SCHEDULED INVESTMENT PLANS
FOR ALL FUNDS, CLASSES AND ACCOUNTS EXCEPT THOSE LISTED TO THE TAX QUALIFIED RIVERSOURCE DISCIPLINED RIGHT (NONQUALIFIED) ACCOUNTS SMALL CAP VALUE FUND CLASS W - ---------------------------------------------------------------------------------------------- INITIAL INVESTMENT $100 $100 $5,000 $500 - ---------------------------------------------------------------------------------------------- ADDITIONAL INVESTMENTS $100 $50 $100 None - ---------------------------------------------------------------------------------------------- ACCOUNT BALANCE** None None $2,500 $500
** If your fund account balance is below the minimum initial investment described above, you must make payments at least monthly. - -------------------------------------------------------------------------------- These minimums may be waived for accounts that are managed by an investment professional, for accounts held in approved discretionary or non-discretionary wrap programs, for accounts that are a part of an employer-sponsored retirement plan, or for other account types if approved by the distributor. The fund reserves the right to modify its minimum account requirements at any time, with or without prior notice. Please contact your financial institution for information regarding wire or electronic funds transfer. - -------------------------------------------------------------------------------- S.12 EXCHANGING OR SELLING SHARES You may exchange or sell shares by having your financial institution process your transaction. If your account is maintained directly with your financial institution, you must contact that financial institution to exchange or sell shares of the fund. If your account was established with the distributor, there are a variety of methods you may use to exchange or sell shares of the fund. WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES ACCOUNT ESTABLISHED WITH YOUR FINANCIAL INSTITUTION ALL REQUESTS You can exchange or sell shares by having your financial institution process your transaction. The financial institution through which you purchased shares may have different policies not described in this prospectus, including different transaction limits, exchange policies and sale procedures. - -------------------------------------------------------------------------------- ACCOUNT ESTABLISHED WITH THE FUND BY MAIL Mail your exchange or sale request to: REGULAR MAIL RIVERSOURCE INVESTMENTS (FUNDS) P.O. BOX 8041 BOSTON, MA 02266-8041 EXPRESS MAIL RIVERSOURCE INVESTMENTS (FUNDS) C/O BFDS 30 DAN ROAD CANTON, MA 02021-2809 Include in your letter: - your name - the name of the fund(s) - your account number - the class of shares to be exchanged or sold - your Social Security number or Employer Identification number - the dollar amount or number of shares you want to exchange or sell - specific instructions regarding delivery or exchange destination - signature(s) of registered account owner(s) - any special documents the transfer agent may require in order to process your order - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.13 WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES (CONTINUED) ACCOUNT ESTABLISHED WITH THE FUND (CONT.) BY MAIL (CONT.) Corporate, trust or partnership accounts may need to send additional documents. Payment will be mailed to the address of record and made payable to the names listed on the account, unless your request specifies differently and is signed by all owners. A Medallion Signature Guarantee is required if: - Amount is over $50,000. - You want your check made payable to someone other than yourself. - Your address has changed within the last 30 days. - You want the check mailed to an address other than the address of record. - You want the proceeds sent to a bank account not on file. - You are the beneficiary of the account and the account owner is deceased (additional documents may be required). A Medallion Signature Guarantee assures that a signature is genuine and not a forgery. The financial institution providing the Guarantee is financially liable for the transaction if the signature is a forgery. Eligible guarantors include commercial banks, trust companies, savings associations, and credit unions as defined by the Federal Deposit Insurance Act. Note: A guarantee from a notary public is not acceptable. NOTE: Any express mail delivery charges you pay will vary depending on domestic or international delivery instructions. - -------------------------------------------------------------------------------- BY TELEPHONE Call (888) 791-3380. Unless you elect not to have telephone exchange and sale privileges, they will automatically be available to you. Reasonable procedures will be used to confirm authenticity of telephone exchange or sale requests. Telephone privileges may be modified or discontinued at any time. Telephone exchange and sale privileges automatically apply to all accounts except custodial, corporate or qualified retirement accounts. You may request that these privileges NOT apply by writing to the address above. Payment will be mailed to the address of record and made payable to the names listed on the account. Telephone sale requests are limited to $100,000 per day. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- S.14 WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES (CONTINUED) ACCOUNT ESTABLISHED WITH THE FUND (CONT.) BY WIRE OR ACH You can wire money from your fund account to your bank account. Make sure we have your bank account information on file. If we do not have this information, you will need to send written instructions with your bank's name and a voided check or savings account deposit slip. Call (888) 791-3380 or send a letter of instruction, with a Medallion Signature Guarantee if required, to the address above. A service fee may be charged against your account for each wire sent. Minimum amount: $100 Your bank or financial institution may charge additional fees for wire transactions. - -------------------------------------------------------------------------------- BY SCHEDULED PAYOUT PLAN You may elect to receive regular periodic payments through an automatic sale of shares. See the SAI for more information. - -------------------------------------------------------------------------------- IMPORTANT: Payments sent by a bank authorization or check that are not guaranteed may take up to ten days to clear. This may cause your sale request to fail to process if the requested amount includes unguaranteed funds. EXCHANGES Generally, you may exchange your fund shares for shares of the same class of any other publicly offered RiverSource fund without a sales charge. For complete information on the fund you are exchanging into, including fees and expenses, read that fund's prospectus carefully. Your exchange will be priced at the next NAV calculated after your transaction request is received in good order. MARKET TIMING IS FREQUENT OR SHORT-TERM TRADING BY CERTAIN SHAREHOLDERS INTENDED TO PROFIT AT THE EXPENSE OF OTHER SHAREHOLDERS BY SELLING SHARES OF A FUND SHORTLY AFTER PURCHASE. MARKET TIMING MAY ADVERSELY IMPACT A FUND'S PERFORMANCE BY PREVENTING THE INVESTMENT MANAGER FROM FULLY INVESTING THE ASSETS OF THE FUND, DILUTING THE VALUE OF SHARES HELD BY LONG-TERM SHAREHOLDERS, OR INCREASING THE FUND'S TRANSACTION COSTS. - -------------------------------------------------------------------------------- S.15 FUNDS THAT INVEST IN SECURITIES THAT TRADE INFREQUENTLY MAY BE VULNERABLE TO MARKET TIMERS WHO SEEK TO TAKE ADVANTAGE OF INEFFICIENCIES IN THE SECURITIES MARKETS. FUNDS THAT INVEST IN SECURITIES THAT TRADE ON OVERSEAS SECURITIES MARKETS MAY BE VULNERABLE TO MARKET TIMERS WHO SEEK TO TAKE ADVANTAGE OF CHANGES IN THE VALUES OF SECURITIES BETWEEN THE CLOSE OF OVERSEAS MARKETS AND THE CLOSE OF U.S. MARKETS, WHICH IS GENERALLY THE TIME AT WHICH A FUND'S NAV IS CALCULATED. TO THE EXTENT THAT A FUND HAS SIGNIFICANT HOLDINGS OF SMALL CAP STOCKS OR FOREIGN SECURITIES, THE RISKS OF MARKET TIMING MAY BE GREATER FOR THE FUND THAN FOR OTHER FUNDS. SEE "PRINCIPAL INVESTMENT STRATEGIES" FOR A DISCUSSION OF THE TYPES OF SECURITIES IN WHICH YOUR FUND INVESTS. SEE "VALUING FUND SHARES" FOR A DISCUSSION OF THE RIVERSOURCE FUNDS' POLICY ON FAIR VALUE PRICING, WHICH IS INTENDED, IN PART, TO REDUCE THE FREQUENCY AND EFFECT OF MARKET TIMING. THE RIVERSOURCE FUNDS' BOARDS HAVE ADOPTED A POLICY THAT IS DESIGNED TO DETECT AND DETER MARKET TIMING THAT MAY BE HARMFUL TO THE FUNDS. EACH FUND SEEKS TO ENFORCE THIS POLICY THROUGH ITS SERVICE PROVIDERS AS FOLLOWS: - - The fund tries to distinguish market timing from trading that it believes is not harmful, such as periodic rebalancing for purposes of asset allocation or dollar cost averaging. Under the fund's procedures, there is no set number of transactions in the fund that constitutes market timing. Even one purchase and subsequent sale by related accounts may be market timing. Generally, the fund seeks to restrict the exchange privilege of an investor who makes more than three exchanges into or out of the fund in any 90-day period. Accounts held by a retirement plan or a financial institution for the benefit of its participants or clients, which typically engage in daily transactions, are not subject to this limit, although the fund seeks the assistance of financial institutions in applying similar restrictions on the sub-accounts of their participants or clients. - - If an investor's trading activity is determined to be market timing or otherwise harmful to existing shareholders, the fund reserves the right to modify or discontinue the investor's exchange privilege or reject the investor's purchases or exchanges, including purchases or exchanges accepted by a financial institution. The fund may treat accounts it believes to be under common control as a single account for these purposes, although it may not be able to identify all such accounts. - - Although the fund does not knowingly permit market timing, it cannot guarantee that it will be able to identify and restrict all short-term trading activity. The fund receives purchase and sale orders through financial institutions where market timing activity may not always be successfully detected. Other exchange policies: - - Exchanges must be made into the same class of shares of the new fund. - -------------------------------------------------------------------------------- S.16 - - Exchanges into RiverSource Tax-Exempt Money Market Fund may be made only from Class A shares. - - If your exchange creates a new account, it must satisfy the minimum investment amount for new purchases. - - Once the fund receives your exchange request, you cannot cancel it. - - Shares of the new fund may not be used on the same day for another exchange or sale. - - Shares of Class W originally purchased, but no longer held in a discretionary managed account, may not be exchanged for Class W shares of another fund. You may continue to hold these shares in the fund. Changing your investment to a different fund will be treated as a sale and purchase, and you will be subject to applicable taxes on the sale and sales charges on the purchase of the new fund. SELLING SHARES You may sell your shares at any time. The payment will be sent within seven days after your request is received in good order. When you sell shares, the amount you receive may be more or less than the amount you invested. Your sale price will be the next NAV calculated after your request is received in good order, minus any applicable CDSC. REPURCHASES. You can change your mind after requesting a sale and use all or part of the sale proceeds to purchase new shares in the same account, fund and class from which you sold. If you reinvest in Class A, you will purchase the new shares at NAV, up to the amount of the sale proceeds, instead of paying a sales charge on the date of a new purchase. If you reinvest in Class B or Class C, any CDSC you paid on the amount you are reinvesting also will be reinvested. In order for you to take advantage of this repurchase waiver, you must notify your financial institution within 90 days of the date your sale request was processed. Contact your financial institution for information on required documentation. The repurchase privilege may be modified or discontinued at any time and use of this option may have tax consequences. Each fund reserves the right to redeem in kind. For more details and a description of other sales policies, please see the SAI. VALUING FUND SHARES For classes of shares sold with an initial sales charge, the public offering or purchase price is the net asset value plus the sales charge. For funds or classes of shares sold without an initial sales charge, the public offering price is the NAV. - -------------------------------------------------------------------------------- S.17 Orders in good form are priced at the NAV next determined after you place your order. Good form or good order means that your instructions have been received in the form required by the fund. This may include, for example, providing the fund name and account number, the amount of the transaction and all required signatures. For more information, contact your financial institution. The NAV is the value of a single share of a fund. The NAV is determined by dividing the value of a fund's assets, minus any liabilities, by the number of shares outstanding. The NAV is calculated as of the close of business on the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time, on each day that the NYSE is open. Securities are valued primarily on the basis of market quotations. Market quotations are obtained from outside pricing services approved and monitored under procedures adopted by the Board. Certain short-term securities with maturities of 60 days or less are valued at amortized cost. When reliable market quotations are not readily available, investments are priced at fair value based on procedures adopted by the Board. These procedures are also used when the value of an investment held by a fund is materially affected by events that occur after the close of a securities market but prior to the time as of which the fund's NAV is determined. Valuing investments at fair value involves reliance on judgment. The fair value of an investment is likely to differ from any available quoted or published price. To the extent that a fund has significant holdings of foreign securities or small cap stocks that may trade infrequently, fair valuation may be used more frequently than for other funds. The funds use an unaffiliated service provider to assist in determining fair values for foreign securities. Foreign investments are valued in U.S. dollars. Some of a fund's securities may be listed on foreign exchanges that trade on weekends or other days when the fund does not price its shares. In that event, the NAV of the fund's shares may change on days when shareholders will not be able to purchase or sell the fund's shares. DISTRIBUTIONS AND TAXES As a shareholder you are entitled to your share of your fund's net income and net gains. Each fund distributes dividends and capital gains to qualify as a regulated investment company and to avoid paying corporate income and excise taxes. - -------------------------------------------------------------------------------- S.18 DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS Your fund's net investment income is distributed to you as dividends. Dividends may be composed of qualifying dividend income, which is eligible for preferential tax rates under current tax law, as well as other ordinary dividend income, which may include non-qualifying dividends, interest income and short-term capital gains. Capital gains are realized when a security is sold for a higher price than was paid for it. Each realized capital gain or loss is long-term or short-term depending on the length of time the fund held the security. Realized capital gains and losses offset each other. The fund offsets any net realized capital gains by any available capital loss carryovers. Net short-term capital gains are included in net investment income. Net realized long-term capital gains, if any, are distributed by the end of the calendar year as capital gain distributions. REINVESTMENTS Dividends and capital gain distributions are automatically reinvested in additional shares in the same class of the fund, unless you request distributions in cash. The financial institution through which you purchased shares may have different policies. Distributions are reinvested at the next calculated NAV after the distribution is paid. If you choose cash distributions, you will receive cash only for distributions declared after your request has been processed. TAXES If you buy shares shortly before the record date of a distribution, you may pay taxes on money earned by the fund before you were a shareholder. You will pay the full pre-distribution price for the shares, then receive a portion of your investment back as a distribution, which may be taxable. For tax purposes, an exchange is considered a sale and purchase, and may result in a gain or loss. A sale is a taxable transaction. If you sell shares for less than their cost, the difference is a capital loss. If you sell shares for more than their cost, the difference is a capital gain. Your gain may be short term (for shares held for one year or less) or long term (for shares held for more than one year). You may not create a tax loss, based on paying a sales charge, by exchanging shares within 91 days of purchase. If you buy Class A shares and within 91 days exchange into another fund, you may not include the sales charge in your calculation of tax gain or loss on the sale of the first fund you purchased. The sales charge may be included in the calculation of your tax gain or loss on a subsequent sale of the second fund you purchased. For more information, see the SAI. Distributions are subject to federal income tax and may be subject to state and local taxes in the year they are declared. You must report distributions on your tax returns, even if they are reinvested in additional shares. - -------------------------------------------------------------------------------- S.19 Income received by a fund may be subject to foreign tax and withholding. Tax conventions between certain countries and the U.S. may reduce or eliminate these taxes. Selling shares held in an IRA or qualified retirement account may subject you to federal taxes, penalties and reporting requirements upon the withdrawal of the sales proceeds from such accounts. Please consult your tax advisor. REITs often do not provide complete tax information until after the calendar year-end; generally mid to late January and continuing through early February. Consequently, if your fund has significant investments in REITs, you may not receive your Form 1099-DIV until February. Other RiverSource funds tax statements are mailed in January. IMPORTANT: This information is a brief and selective summary of some of the tax rules that apply to an investment in a fund. Because tax matters are highly individual and complex, you should consult a qualified tax advisor. GENERAL INFORMATION AVAILABILITY AND TRANSFERABILITY OF FUND SHARES Please consult your financial institution to determine availability of RiverSource funds. Currently, RiverSource funds may be purchased or sold through affiliated broker-dealers of RiverSource Investments and through certain unaffiliated financial institutions. If you set up an account at a financial institution that does not have, and is unable to obtain, a selling agreement with the distributor of the RiverSource funds, you will not be able to transfer RiverSource fund holdings to that account. In that event, you must either maintain your RiverSource fund holdings with your current financial institution, find another financial institution with a selling agreement, or sell your shares, paying any applicable CDSC. Please be aware that transactions in taxable accounts are taxable events and may result in income tax liability. ADDITIONAL SERVICES AND COMPENSATION In addition to acting as the fund's investment manager, RiverSource Investments and its affiliates also receive compensation for providing other services to the funds. Administration Services. Ameriprise Financial, 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474, provides or compensates others to provide administrative services to the RiverSource funds. These services include administrative, accounting, treasury, and other services. Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." - -------------------------------------------------------------------------------- S.20 Custody Services. Ameriprise Trust Company, 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (the custodian or Ameriprise Trust Company), provides custody services to all but a limited number of the RiverSource funds, for which U.S. Bank National Association provides custody services. In addition, Ameriprise Trust Company is paid for certain transaction fees and out-of-pocket expenses incurred while providing services to the funds. Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." Distribution and Shareholder Services. RiverSource Distributors, Inc., 50611 Ameriprise Financial Center, Minneapolis, Minnesota 55474, and Ameriprise Financial Services, 70100 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (collectively, the distributor), provide underwriting and distribution services to the RiverSource funds. Under the Distribution Agreement and related distribution and shareholder servicing plans, the distributor receives distribution and shareholder servicing fees. The distributor may retain a portion of these fees to support its distribution and shareholder servicing activity. The distributor re-allows the remainder of these fees (or the full fee) to the financial institutions that sell fund shares and provide services to shareholders. Fees paid by a fund for these services are set forth under "Distribution (12b-1) fees" in the expense table under "Fees and Expenses." More information on how these fees are used is set forth under "Investment Options -- Classes of Shares" and in the SAI. The distributor also administers any sales charges paid by an investor at the time of purchase or at the time of sale. See "Shareholder Fees (fees paid directly from your investment)" under "Fees and Expenses" for the scheduled sales charge of each share class. See "Buying and Selling Shares: Sales Charges" for variations in the scheduled sales charges, and for how these sales charges are used by the distributor. See "Other Investment Strategies and Risks" for the RiverSource funds' policy regarding directed brokerage. Plan Administration Services. Under a Plan Administration Services Agreement the fund pays for plan administration services, including services such as implementation and conversion services, account set-up and maintenance, reconciliation and account recordkeeping, education services and administration to various plan types, including 529 plans, retirement plans and Health Savings Accounts (HSAs). Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." - -------------------------------------------------------------------------------- S.21 Transfer Agency Services. RiverSource Service Corporation, 734 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (the transfer agent or RiverSource Service Corporation), provides or compensates others to provide transfer agency services to the RiverSource funds. The RiverSource funds pay the transfer agent a fee that varies by class, as set forth in the SAI, and reimburses the transfer agent for its out-of-pocket expenses incurred while providing these transfer agency services to the funds. Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." RiverSource Service Corporation pays a portion of these fees to financial institutions that provide sub-recordkeeping and other services to fund shareholders. The SAI provides additional information about the services provided and the fee schedules for the transfer agent agreements. PAYMENTS TO FINANCIAL INSTITUTIONS RiverSource Investments and its affiliates may make or support additional cash payments out of their own resources to financial institutions, including inter- company allocation of resources to affiliated broker-dealers such as Ameriprise Financial Services (and its licensed representatives), in connection with selling fund shares or providing services to the fund or its shareholders. These inter-company allocations may include payment as compensation to employees of RiverSource Investments who are licensed by Ameriprise Financial Services, in respect of certain sales and solicitation activity on behalf of the funds. These payments and inter-company allocations are in addition to any 12b-1 distribution and/or shareholder service fees or other amounts paid by the fund to the distributor under distribution and shareholder servicing plans, or paid by the fund to the transfer agent under its transfer agency agreement or plan administration agreement, which fees may be used by these entities to support shareholder account maintenance, sub-accounting, recordkeeping or other services provided directly by the financial institution to shareholders or 529 and retirement plans and the plan participants. In exchange for these payments and inter-company allocations, RiverSource Investments and its affiliates may receive preferred access to registered representatives of a financial institution (for example, the ability to make presentations in branch offices or at conferences) or preferred access to customers of the financial institution (for example, the ability to advertise or directly interact with the financial institution's customers in order to sell the fund). These arrangements are sometimes referred to as "revenue sharing payments." In some cases, these arrangements may create an incentive for a financial institution or its representatives to recommend or sell shares of a fund and may create a conflict of interest between a financial institution's financial interest and its duties to its customers. Please contact the financial institution through which you are purchasing shares of the fund for details about any payments it may receive in connection with the solicitation and sale of fund shares or providing services to the fund or its shareholders. These payments and inter-company allocations are usually calculated based on a percentage of fund sales and/or as a percentage of - -------------------------------------------------------------------------------- S.22 fund assets attributable to a particular financial institution. These payments may also be negotiated based on other criteria or factors including, but not limited to, the financial institution's affiliation with the investment manager, its reputation in the industry, its ability to attract and retain assets, its access to target markets, its customer relationships and the scope and quality of services it provides. The amount of payment or inter-company allocation may vary by financial institution and by type of sale (e.g., purchases of different share classes or purchases of the fund through a qualified plan or through a wrap program), and may be significant. From time to time, RiverSource Investments and its affiliates may make other reimbursements or payments to financial institutions or their representatives including non-cash compensation, in the form of gifts of nominal value, occasional meals, tickets, or other entertainment, support for due diligence trips, training and educational meetings or conference sponsorships, support for recognition programs, and other forms of non-cash compensation permissible under regulations to which these financial institutions and their representatives are subject. ADDITIONAL MANAGEMENT INFORMATION MANAGER OF MANAGERS EXEMPTION. The RiverSource funds have received an order from the Securities and Exchange Commission that permits RiverSource Investments, subject to the approval of the Board, to appoint a subadviser or change the terms of a subadvisory agreement for a fund without first obtaining shareholder approval. The order permits the fund to add or change unaffiliated subadvisers or change the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. RiverSource Investments or its affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create a conflict of interest. In making recommendations to the Board to appoint or to change a subadviser, or to change the terms of a subadvisory agreement, RiverSource Investments does not consider any other relationship it or its affiliates may have with a subadviser, and RiverSource Investments discloses the nature of any material relationships it has with a subadviser to the Board. - -------------------------------------------------------------------------------- S.23 AFFILIATED PRODUCTS. RiverSource Investments also serves as investment manager to RiverSource funds that provide asset-allocation services to shareholders by investing in shares of other RiverSource funds (Funds of Funds) and to discretionary managed accounts (collectively referred to as "affiliated products"). A fund may experience relatively large purchases or redemptions from the affiliated products. Although RiverSource Investments seeks to minimize the impact of these transactions by structuring them over a reasonable period of time or through other measures, a fund may experience increased expenses as it buys and sells securities to manage transactions for the affiliated products. In addition, because the affiliated products may own a substantial portion of a fund, a redemption by one or more affiliated product could cause a fund's expense ratio to increase as the fund's fixed costs would be spread over a smaller asset base. RiverSource Investments monitors expense levels and is committed to offering funds that are competitively priced. RiverSource Investments will report to the Board on the steps it has taken to manage any potential conflicts. CASH RESERVES. A fund may invest its daily cash balance in RiverSource Short- Term Cash Fund (Short-Term Cash Fund), a money market fund established for the exclusive use of the RiverSource funds and other institutional clients of RiverSource Investments. While Short-Term Cash Fund does not pay an advisory fee to RiverSource Investments, it does incur other expenses, and is expected to operate at a very low expense ratio. A fund will invest in Short-Term Cash Fund only to the extent it is consistent with the fund's investment objectives and policies. Short-Term Cash Fund is not insured or guaranteed by the FDIC or any other government agency. FUND HOLDINGS DISCLOSURE. The Board has adopted policies and procedures that govern the timing and circumstances of disclosure to shareholders and third parties of information regarding the securities owned by a fund. A description of these policies and procedures is included in the SAI. LEGAL PROCEEDINGS. Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the fund is not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the fund or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the fund. Information regarding certain pending and settled legal proceedings may be found in the Fund's shareholder reports and in the SAI. Additionally, Ameriprise Financial is required to make 10-Q, 10-K and, as necessary, 8-K filings with the Securities and Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov. - -------------------------------------------------------------------------------- S.24 This fund can be purchased from Ameriprise Financial Services or from a limited number of other authorized financial institutions. The fund can be found under the "RiverSource" banner in most mutual fund quotations. Additional information about the fund and its investments is available in the fund's SAI, and annual and semiannual reports to shareholders. In the fund's annual report, you will find a discussion of market conditions and investment strategies that significantly affected the fund's performance during its most recent fiscal year. The SAI is incorporated by reference in this prospectus. For a free copy of the SAI, the annual report, or the semiannual report, or to request other information about the fund, contact RiverSource Funds or your financial institution. To make a shareholder inquiry, contact the financial institution through whom you purchased the fund. RiverSource Funds 734 Ameriprise Financial Center Minneapolis, MN 55474 (888) 791-3380 RiverSource Funds information available at RiverSource Investments website address: riversource.com/funds You may review and copy information about the fund, including the SAI, at the Securities and Exchange Commission's (Commission) Public Reference Room in Washington, D.C. (for information about the public reference room call 1-202-551-8090). Reports and other information about the fund are available on the EDGAR Database on the Commission's Internet site at www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing to the Public Reference Section of the Commission, 100 F Street, N.E., Washington, D.C. 20549-0102. Investment Company Act File #811-2111 TICKER SYMBOL Class A: ALVAX Class B: ALVBX Class C: -- Class I: ALCIX Class R2: -- Class R3: -- Class R4: RSLVX Class R5: --
(RIVERSOURCE INVESTMENTS LOGO) S-6246-99 H (9/07) STATEMENT OF ADDITIONAL INFORMATION SEPT. 28, 2007 RIVERSOURCE(R) BOND SERIES, INC. RiverSource Core Bond Fund RiverSource Floating Rate Fund RiverSource Income Opportunities Fund RiverSource Inflation Protected Securities Fund RiverSource Limited Duration Bond Fund RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST RiverSource California Tax-Exempt Fund RIVERSOURCE DIMENSIONS SERIES, INC. RiverSource Disciplined Small and Mid Cap Equity Fund RiverSource Disciplined Small Cap Value Fund RIVERSOURCE DIVERSIFIED INCOME SERIES, INC. RiverSource Diversified Bond Fund RIVERSOURCE EQUITY SERIES, INC. RiverSource Mid Cap Growth Fund RIVERSOURCE GLOBAL SERIES, INC. RiverSource Absolute Return Currency and Income Fund RiverSource Emerging Markets Bond Fund RiverSource Emerging Markets Fund RiverSource Global Bond Fund RiverSource Global Equity Fund RiverSource Global Technology Fund RIVERSOURCE GOVERNMENT INCOME SERIES, INC. RiverSource Short Duration U.S. Government Fund RiverSource U.S. Government Mortgage Fund RIVERSOURCE HIGH YIELD INCOME SERIES, INC. RiverSource High Yield Bond Fund RIVERSOURCE INCOME SERIES, INC. RiverSource Income Builder Basic Income Fund RiverSource Income Builder Enhanced Income Fund RiverSource Income Builder Moderate Income Fund RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC. RiverSource International Aggressive Growth Fund RiverSource International Equity Fund RiverSource International Select Value Fund RiverSource International Small Cap Fund RIVERSOURCE INTERNATIONAL SERIES, INC. RiverSource Disciplined International Equity Fund RiverSource European Equity Fund RiverSource International Opportunity Fund RIVERSOURCE INVESTMENT SERIES, INC. RiverSource Balanced Fund RiverSource Disciplined Large Cap Growth Fund RiverSource Diversified Equity Income Fund RiverSource Mid Cap Value Fund RIVERSOURCE LARGE CAP SERIES, INC. RiverSource Disciplined Equity Fund RiverSource Growth Fund RiverSource Large Cap Equity Fund RiverSource Large Cap Value Fund RIVERSOURCE MANAGERS SERIES, INC. RiverSource Aggressive Growth Fund RiverSource Fundamental Growth Fund RiverSource Fundamental Value Fund RiverSource Select Value Fund RiverSource Small Cap Equity Fund RiverSource Small Cap Value Fund RiverSource Value Fund RIVERSOURCE MARKET ADVANTAGE SERIES, INC. RiverSource Portfolio Builder Aggressive Fund RiverSource Portfolio Builder Conservative Fund RiverSource Portfolio Builder Moderate Aggressive Fund RiverSource Portfolio Builder Moderate Conservative Fund RiverSource Portfolio Builder Moderate Fund RiverSource Portfolio Builder Total Equity Fund RiverSource S&P 500 Index Fund RiverSource Small Company Index Fund RIVERSOURCE MONEY MARKET SERIES, INC. RiverSource Cash Management Fund RIVERSOURCE RETIREMENT SERIES TRUST RiverSource Retirement Plus(SM) 2010 Fund RiverSource Retirement Plus 2015 Fund RiverSource Retirement Plus 2020 Fund RiverSource Retirement Plus 2025 Fund RiverSource Retirement Plus 2030 Fund RiverSource Retirement Plus 2035 Fund RiverSource Retirement Plus 2040 Fund RiverSource Retirement Plus 2045 Fund RIVERSOURCE SECTOR SERIES, INC. RiverSource Dividend Opportunity Fund RiverSource Real Estate Fund RIVERSOURCE SELECTED SERIES, INC. RiverSource Precious Metals and Mining Fund RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST RiverSource Massachusetts Tax-Exempt Fund RiverSource Michigan Tax-Exempt Fund RiverSource Minnesota Tax-Exempt Fund RiverSource New York Tax-Exempt Fund RiverSource Ohio Tax-Exempt Fund RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC. RiverSource Strategic Allocation Fund RiverSource Strategic Income Allocation Fund RIVERSOURCE STRATEGY SERIES, INC. RiverSource Equity Value Fund RiverSource Small Cap Advantage Fund RiverSource Small Cap Growth Fund RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC. RiverSource Tax-Exempt High Income Fund RIVERSOURCE TAX-EXEMPT MONEY MARKET SERIES, INC. RiverSource Tax-Exempt Money Market Fund RIVERSOURCE TAX-EXEMPT SERIES, INC. RiverSource Intermediate Tax-Exempt Fund RiverSource Tax-Exempt Bond Fund
This is the Statement of Additional Information (SAI) for each of the funds listed on the previous page. This SAI is not a prospectus. It should be read together with the appropriate current fund prospectus, the date of which can be found in Table 1 of this SAI. Each fund's financial statements for its most recent fiscal period are contained in the fund's Annual or Semiannual Report to shareholders. The Independent Registered Public Accounting Firm's Report and the Financial Statements, including Notes to the Financial Statements and the Schedule of Investments in Securities and any applicable Schedule of Affiliated Funds, contained in the Annual Report, are incorporated in this SAI by reference. No other portion of the Annual Report is incorporated by reference. For a free copy of a fund prospectus, annual or semiannual report, contact your financial institution or write to RiverSource Funds, 734 Ameriprise Financial Center, Minneapolis, MN 55474, call (888) 791-3380 or visit riversource.com/funds. Each fund is governed by a Board of Directors/Trustees ("Board") that meets regularly to review a wide variety of matters affecting the funds. Detailed information about fund governance, the funds' investment manager, RiverSource Investments, LLC (the "investment manager" or "RiverSource Investments"), a wholly-owned subsidiary of Ameriprise Financial, Inc. ("Ameriprise Financial"), and other aspects of fund management can be found by referencing the Table of Contents below. TABLE OF CONTENTS Fundamental and Nonfundamental Investment Policies.......... 6 Investment Strategies and Types of Investments.............. 12 Information Regarding Risks and Investment Strategies....... 14 Securities Transactions..................................... 41 Brokerage Commissions Paid to Brokers Affiliated with the Investment Manager........................................ 56 Valuing Fund Shares......................................... 59 Portfolio Holdings Disclosure............................... 70 Proxy Voting................................................ 72 Investing in a Fund......................................... 74 Selling Shares.............................................. 80 Pay-out Plans............................................... 80 Capital Loss Carryover...................................... 81 Taxes....................................................... 84 Service Providers........................................... 89 Organizational Information.................................. 160 Board Members and Officers.................................. 164 Control Persons and Principal Holders of Securities......... 178 Information Regarding Pending and Settled Legal Proceedings............................................... 196 Independent Registered Public Accounting Firm............... 197 Appendix A: Description of Ratings.......................... A-1 Appendix B: State Risk Factors.............................. B-1 Appendix C: Additional Information about the S&P 500 Index..................................................... C-1
Statement of Additional Information - Sept. 28, 2007 Page 2 LIST OF TABLES 1. Fund Fiscal Year Ends, Prospectus Date and Investment Categories.................................................. 4 2. Fundamental Policies........................................ 6 3. Investment Strategies and Types of Investments.............. 12 4. Total Brokerage Commissions................................. 43 5. Brokerage Directed for Research and Turnover Rates.......... 46 6. Securities of Regular Brokers or Dealers.................... 49 7. Brokerage Commissions Paid to Investment Manager or Affiliates.................................................. 56 8. Valuing Fund Shares......................................... 59 9A. Class A Sales Charge........................................ 75 9B. Class A Sales Charge - Absolute Return Currency and Income Fund........................................................ 75 10. Public Offering Price....................................... 76 11. Capital Loss Carryover...................................... 81 12. Corporate Deduction and Qualified Dividend Income........... 86 13. Investment Management Services Agreement Fee Schedule....... 89 14. Lipper Indexes.............................................. 98 15. Performance Incentive Adjustment Calculation................ 99 16. Management Fees and Nonadvisory Expenses.................... 100 17. Subadvisers and Subadvisory Agreement Fee Schedules......... 103 18. Subadvisory Fees............................................ 106 19. Portfolio Managers.......................................... 108 20. Administrative Services Agreement Fee Schedule.............. 147 21. Administrative Fees......................................... 149 22. Sales Charges Paid to Distributor........................... 153 23. 12b-1 Fees.................................................. 157 24. Fund History Table for RiverSource Funds.................... 161 25. Board Members............................................... 164 26. Fund Officers............................................... 165 27. Committee Meetings.......................................... 167 28. Board Member Holdings....................................... 167 29. Board Member Holdings - Individual Holdings as of Quarter End......................................................... 170 30. Board Member Compensation - All Funds....................... 172 31. Supplemental Board Member Retirement Benefits - All Funds... 173 32. Board Member Compensation - Individual Funds................ 173 33. Control Persons and Principal Holders of Securities......... 178
Statement of Additional Information - Sept. 28, 2007 Page 3 TABLE 1. FUND FISCAL YEAR ENDS, PROSPECTUS DATE AND INVESTMENT CATEGORIES
- ----------------------------------------------------------------------------------------------------------------------- FUND FISCAL YEAR END PROSPECTUS DATE FUND INVESTMENT CATEGORY* - ----------------------------------------------------------------------------------------------------------------------- Absolute Return Currency and Income October 31 Dec. 29, 2006 Taxable fixed income - ----------------------------------------------------------------------------------------------------------------------- Aggressive Growth May 31 July 30, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Balanced September 30 Nov. 29, 2006 Balanced - ----------------------------------------------------------------------------------------------------------------------- California Tax-Exempt*** August 31 Feb. 28, 2007 State tax-exempt fixed income - ----------------------------------------------------------------------------------------------------------------------- Cash Management July 31 Sept. 28, 2007 Taxable money market - ----------------------------------------------------------------------------------------------------------------------- Core Bond July 31 Sept. 28, 2007 Taxable fixed income - ----------------------------------------------------------------------------------------------------------------------- Disciplined Equity July 31 Sept. 28, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Disciplined International Equity October 31 Dec. 29, 2006 Equity - ----------------------------------------------------------------------------------------------------------------------- Disciplined Large Cap Growth** September 30 April 25, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Disciplined Small and Mid Cap Equity July 31 Sept. 28, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Disciplined Small Cap Value July 31 Sept. 28, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Diversified Bond August 31 Oct. 30, 2006 Taxable fixed income - ----------------------------------------------------------------------------------------------------------------------- Diversified Equity Income September 30 Nov. 29, 2006 Equity - ----------------------------------------------------------------------------------------------------------------------- Dividend Opportunity June 30 Aug. 29, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Emerging Markets October 31 Dec. 29, 2006 Equity - ----------------------------------------------------------------------------------------------------------------------- Emerging Markets Bond October 31 Dec. 29, 2006 Taxable fixed income - ----------------------------------------------------------------------------------------------------------------------- Equity Value March 31 May 30, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- European Equity October 31 Dec. 29, 2006 Equity - ----------------------------------------------------------------------------------------------------------------------- Floating Rate July 31 Sept. 28, 2007 Taxable fixed income - ----------------------------------------------------------------------------------------------------------------------- Fundamental Growth May 31 July 30, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Fundamental Value May 31 July 30, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Global Bond October 31 Dec. 29, 2006 Taxable fixed income - ----------------------------------------------------------------------------------------------------------------------- Global Equity October 31 Dec. 29, 2006 Equity - ----------------------------------------------------------------------------------------------------------------------- Global Technology October 31 Dec. 29, 2006 Equity - ----------------------------------------------------------------------------------------------------------------------- Growth July 31 Sept. 28, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- High Yield Bond May 31 July 30, 2007 Taxable fixed income - ----------------------------------------------------------------------------------------------------------------------- Income Builder Basic Income May 31 July 30, 2007 Funds-of-funds - fixed income - ----------------------------------------------------------------------------------------------------------------------- Income Builder Enhanced Income May 31 July 30, 2007 Funds-of-funds - fixed income - ----------------------------------------------------------------------------------------------------------------------- Income Builder Moderate Income May 31 July 30, 2007 Funds-of-funds - fixed income - ----------------------------------------------------------------------------------------------------------------------- Income Opportunities July 31 Sept. 28, 2007 Taxable fixed income - ----------------------------------------------------------------------------------------------------------------------- Inflation Protected Securities July 31 Sept. 28, 2007 Taxable fixed income - ----------------------------------------------------------------------------------------------------------------------- Intermediate Tax-Exempt November 30 Jan. 29, 2007 Tax-exempt fixed income - ----------------------------------------------------------------------------------------------------------------------- International Aggressive Growth October 31 Dec. 29, 2006 Equity - ----------------------------------------------------------------------------------------------------------------------- International Equity October 31 Dec. 29, 2006 Equity - ----------------------------------------------------------------------------------------------------------------------- International Opportunity October 31 Dec. 29, 2006 Equity - ----------------------------------------------------------------------------------------------------------------------- International Select Value October 31 Dec. 29, 2006 Equity - ----------------------------------------------------------------------------------------------------------------------- International Small Cap October 31 Dec. 29, 2006 Equity - ----------------------------------------------------------------------------------------------------------------------- Large Cap Equity July 31 Sept. 28, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Large Cap Value July 31 Sept. 28, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Limited Duration Bond July 31 Sept. 28, 2007 Taxable fixed income - ----------------------------------------------------------------------------------------------------------------------- Massachusetts Tax-Exempt*** August 31 Feb. 28, 2007 State tax-exempt fixed income - ----------------------------------------------------------------------------------------------------------------------- Michigan Tax-Exempt*** August 31 Feb. 28, 2007 State tax-exempt fixed income - ----------------------------------------------------------------------------------------------------------------------- Mid Cap Growth November 30 Jan. 29, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Mid Cap Value September 30 Nov. 29, 2006 Equity - ----------------------------------------------------------------------------------------------------------------------- Minnesota Tax-Exempt*** August 31 Feb. 28, 2007 State tax-exempt fixed income - ----------------------------------------------------------------------------------------------------------------------- New York Tax-Exempt*** August 31 Feb. 28, 2007 State tax-exempt fixed income - -----------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 4
- ----------------------------------------------------------------------------------------------------------------------- FUND FISCAL YEAR END PROSPECTUS DATE FUND INVESTMENT CATEGORY* - ----------------------------------------------------------------------------------------------------------------------- Ohio Tax-Exempt*** August 31 Feb. 28, 2007 State tax-exempt fixed income - ----------------------------------------------------------------------------------------------------------------------- Portfolio Builder Aggressive January 31 March 30, 2007 Funds-of-funds - equity - ----------------------------------------------------------------------------------------------------------------------- Portfolio Builder Conservative January 31 March 30, 2007 Funds-of-funds - fixed income - ----------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate January 31 March 30, 2007 Funds-of-funds - equity - ----------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Aggressive January 31 March 30, 2007 Funds-of-funds - equity - ----------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Conservative January 31 March 30, 2007 Funds-of-funds - fixed income - ----------------------------------------------------------------------------------------------------------------------- Portfolio Builder Total Equity January 31 March 30, 2007 Funds-of-funds - equity - ----------------------------------------------------------------------------------------------------------------------- Precious Metals and Mining March 31 May 30, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Real Estate June 30 Aug. 29, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Retirement Plus 2010 April 30 June 29, 2007 Funds-of-funds - equity - ----------------------------------------------------------------------------------------------------------------------- Retirement Plus 2015 April 30 June 29, 2007 Funds-of-funds - equity - ----------------------------------------------------------------------------------------------------------------------- Retirement Plus 2020 April 30 June 29, 2007 Funds-of-funds - equity - ----------------------------------------------------------------------------------------------------------------------- Retirement Plus 2025 April 30 June 29, 2007 Funds-of-funds - equity - ----------------------------------------------------------------------------------------------------------------------- Retirement Plus 2030 April 30 June 29, 2007 Funds-of-funds - equity - ----------------------------------------------------------------------------------------------------------------------- Retirement Plus 2035 April 30 June 29, 2007 Funds-of-funds - equity - ----------------------------------------------------------------------------------------------------------------------- Retirement Plus 2040 April 30 June 29, 2007 Funds-of-funds - equity - ----------------------------------------------------------------------------------------------------------------------- Retirement Plus 2045 April 30 June 29, 2007 Funds-of-funds - equity - ----------------------------------------------------------------------------------------------------------------------- S&P 500 Index January 31 March 30, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Select Value May 31 July 30, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Short Duration U.S. Government May 31 July 30, 2007 Taxable fixed income - ----------------------------------------------------------------------------------------------------------------------- Small Cap Advantage March 31 May 30, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Small Cap Equity May 31 July 30, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Small Cap Growth March 31 May 30, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Small Cap Value May 31 July 30, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Small Company Index January 31 March 30, 2007 Equity - ----------------------------------------------------------------------------------------------------------------------- Strategic Allocation September 30 Nov. 29, 2006 Balanced - ----------------------------------------------------------------------------------------------------------------------- Strategic Income Allocation** September 30 April 25, 2007 Taxable fixed income - ----------------------------------------------------------------------------------------------------------------------- Tax-Exempt Bond November 30 Jan. 29, 2007 Tax-exempt fixed income - ----------------------------------------------------------------------------------------------------------------------- Tax-Exempt High Income November 30 Jan. 29, 2007 Tax-exempt fixed income - ----------------------------------------------------------------------------------------------------------------------- Tax-Exempt Money Market December 31 March 1, 2007 Tax-exempt money market - ----------------------------------------------------------------------------------------------------------------------- U.S. Government Mortgage May 31 July 30, 2007 Taxable fixed income - ----------------------------------------------------------------------------------------------------------------------- Value May 31 July 30, 2007 Equity - -----------------------------------------------------------------------------------------------------------------------
* The taxable fixed income fund investment category includes Absolute Return Currency and Income Fund, which is an alternative investment strategy. Although Strategic Income Allocation Fund is a taxable fixed income fund, it employs an equity strategy for a portion of its portfolio. ** As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. *** The fund changed its fiscal period end in 2006 from June 30 to Aug. 31. For 2006, the information shown is for the period from July 1, 2005 through Aug. 31, 2006. For years prior to 2006, the fiscal period ended June 30. FUNDS-OF-FUNDS Funds-of-funds invest in a combination of underlying funds. These underlying funds have their own investment policies that may be more or less restrictive than the policies of the funds-of-funds. The policies of the underlying funds may permit funds-of-funds to engage in investment strategies indirectly that would otherwise be prohibited under the investment restrictions of the funds-of-funds. Statement of Additional Information - Sept. 28, 2007 Page 5 FUNDAMENTAL AND NONFUNDAMENTAL INVESTMENT POLICIES Fundamental investment policies adopted by a fund cannot be changed without the approval of a majority of the outstanding voting securities of the fund as defined in the Investment Company Act of 1940, as amended (the 1940 Act). Nonfundamental investment policies may be changed by the Board at any time. Notwithstanding any of a fund's other investment policies, each fund may invest its assets in an open-end management investment company having substantially the same investment objectives, policies, and restrictions as the fund for the purpose of having those assets managed as part of a combined pool. FUNDAMENTAL POLICIES Fundamental policies are policies that can be changed only with shareholder approval. FOR EACH FUND: The fund will not: - Act as an underwriter (sell securities for others). However, under the securities laws, the fund may be deemed to be an underwriter when it purchases securities directly from the issuer and later resells them. - Lend securities or participate in an interfund lending program if the total of all such loans would exceed 33 1/3% of the fund's total assets except this fundamental investment policy shall not prohibit the fund from purchasing money market securities, loans, loan participation or other debt securities, or from entering into repurchase agreements. For funds-of-funds - equity, under current Board policy, the fund has no current intention to lend to a material extent. - Borrow money, except for temporary purposes (not for leveraging or investment) in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings) immediately after the borrowings. For funds-of-funds - equity, under current Board policy, the fund has no current intention to borrow to a material extent. ADDITIONALLY FOR CASH MANAGEMENT THE FUND WILL NOT: - Buy on margin or sell short or deal in options to buy or sell securities. - Purchase common stocks, preferred stocks, warrants, other equity securities, corporate bonds or debentures, state bonds, municipal bonds, or industrial revenue bonds. ADDITIONALLY FOR TAX-EXEMPT MONEY MARKET THE FUND WILL NOT: - Buy on margin or sell short. In addition to the policies described above and any fundamental policy described in the prospectus, the chart below shows fund-specific policies that may be changed only with shareholder approval. The chart indicates whether or not the fund has a policy on a particular topic. A shaded box indicates that the fund does not have a policy on a particular topic. The specific policy is stated in the paragraphs that follow the table. TABLE 2. FUNDAMENTAL POLICIES The fund will not:
- -------------------------------------------------------------------------------------------------------------------------- A B C D E F G BUY OR SELL BUY OR SELL ISSUE SENIOR BUY MORE THAN INVEST MORE THAN CONCENTRATE IN INVEST LESS FUND REAL ESTATE COMMODITIES SECURITIES 10% OF AN ISSUER 5% IN AN ISSUER ANY ONE INDUSTRY THAN 80% - -------------------------------------------------------------------------------------------------------------------------- Absolute A1 B1 C1 F7 Return Currency and Income - -------------------------------------------------------------------------------------------------------------------------- Aggressive A1 B1 C1 D1 E1 F1 Growth - -------------------------------------------------------------------------------------------------------------------------- Balanced A1 B1 D1 E1 F1 - -------------------------------------------------------------------------------------------------------------------------- California A1 B1 G1 Tax-Exempt - -------------------------------------------------------------------------------------------------------------------------- Cash A3 A3 D1 E1 Management - -------------------------------------------------------------------------------------------------------------------------- Core Bond A1 B1 C1 D1 E1 F1 - -------------------------------------------------------------------------------------------------------------------------- Disciplined A1 B1 C1 D1 E1 F1 Equity - --------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 6
- -------------------------------------------------------------------------------------------------------------------------- A B C D E F G BUY OR SELL BUY OR SELL ISSUE SENIOR BUY MORE THAN INVEST MORE THAN CONCENTRATE IN INVEST LESS FUND REAL ESTATE COMMODITIES SECURITIES 10% OF AN ISSUER 5% IN AN ISSUER ANY ONE INDUSTRY THAN 80% - -------------------------------------------------------------------------------------------------------------------------- Disciplined A1 B4 C1 D1 E1 F1 International Equity - -------------------------------------------------------------------------------------------------------------------------- Disciplined A1 B3 C1 D1 E1 F1 Large Cap Growth - -------------------------------------------------------------------------------------------------------------------------- Disciplined A1 B4 C1 D1 E1 F1 Small and Mid Cap Equity - -------------------------------------------------------------------------------------------------------------------------- Disciplined A1 B4 C1 D1 E1 F1 Small Cap Value - -------------------------------------------------------------------------------------------------------------------------- Diversified A1 B1 D1 E1 F1 Bond - -------------------------------------------------------------------------------------------------------------------------- Diversified A1 B1 D1 E1 F1 Equity Income - -------------------------------------------------------------------------------------------------------------------------- Dividend A1 B1 D1 E1 Opportunity - -------------------------------------------------------------------------------------------------------------------------- Emerging A1 B1 C1 D1 E1 F1 Markets - -------------------------------------------------------------------------------------------------------------------------- Emerging A1 B4 C1 F5 Markets Bond - -------------------------------------------------------------------------------------------------------------------------- Equity Value A1 B1 C1 D1 E1 F1 - -------------------------------------------------------------------------------------------------------------------------- European A1 B1 C1 F1 Equity - -------------------------------------------------------------------------------------------------------------------------- Floating Rate A1 B4 C1 D1 E1 F6 - -------------------------------------------------------------------------------------------------------------------------- Fundamental A1 B1 C1 D1 E1 F1 Growth - -------------------------------------------------------------------------------------------------------------------------- Fundamental A1 B3 C1 D1 E1 F1 Value - -------------------------------------------------------------------------------------------------------------------------- Global Bond A1 B1 C1 D1 F1 - -------------------------------------------------------------------------------------------------------------------------- Global Equity A1 B1 C1 D1 E1 F1 - -------------------------------------------------------------------------------------------------------------------------- Global A1 B1 C1 Technology - -------------------------------------------------------------------------------------------------------------------------- Growth A1 B1 D1 E1 F1 - -------------------------------------------------------------------------------------------------------------------------- High Yield A1 B1 C1 D1 E1 F1 Bond - -------------------------------------------------------------------------------------------------------------------------- Income Builder A1 B4 C1 F2 Basic Income* - -------------------------------------------------------------------------------------------------------------------------- Income Builder A1 B4 C1 F2 Enhanced Income* - -------------------------------------------------------------------------------------------------------------------------- Income Builder A1 B4 C1 F2 Moderate Income* - -------------------------------------------------------------------------------------------------------------------------- Income A1 B1 C1 D1 E1 F1 Opportunities - -------------------------------------------------------------------------------------------------------------------------- Inflation A1 B1 C1 F1 Protected Securities - -------------------------------------------------------------------------------------------------------------------------- Intermediate A1 B1 D1 E1 G3(i) Tax-Exempt - -------------------------------------------------------------------------------------------------------------------------- International A1 B3 C1 D1 E1 F1 Aggressive Growth - -------------------------------------------------------------------------------------------------------------------------- International A1 B3 C1 D1 E1 F1 Equity - -------------------------------------------------------------------------------------------------------------------------- International A1 B1 C1 D1 E1 F1 Opportunity - -------------------------------------------------------------------------------------------------------------------------- International A1 B3 C1 D1 E1 F1 Select Value - -------------------------------------------------------------------------------------------------------------------------- International A1 B3 C1 D1 E1 F1 Small Cap - -------------------------------------------------------------------------------------------------------------------------- Large Cap A1 B1 C1 D1 E1 F1 Equity - -------------------------------------------------------------------------------------------------------------------------- Large Cap A1 B3 C1 D1 E1 F1 Value - -------------------------------------------------------------------------------------------------------------------------- Limited A1 B1 C1 D1 E1 F1 Duration Bond - -------------------------------------------------------------------------------------------------------------------------- Massachusetts A1 B1 G1 Tax-Exempt - -------------------------------------------------------------------------------------------------------------------------- Michigan A1 B1 G1 Tax-Exempt - -------------------------------------------------------------------------------------------------------------------------- Mid Cap Growth A1 B1 D1 E1 F1 - -------------------------------------------------------------------------------------------------------------------------- Mid Cap Value A1 B1 C1 D1 E1 F1 - -------------------------------------------------------------------------------------------------------------------------- Minnesota A1 B1 G1 Tax-Exempt - -------------------------------------------------------------------------------------------------------------------------- New York A1 B1 G1 Tax-Exempt - -------------------------------------------------------------------------------------------------------------------------- Ohio A1 B1 G1 Tax-Exempt - -------------------------------------------------------------------------------------------------------------------------- Portfolio A1 B1 C1 F2 Builder Aggressive* - --------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 7
- -------------------------------------------------------------------------------------------------------------------------- A B C D E F G BUY OR SELL BUY OR SELL ISSUE SENIOR BUY MORE THAN INVEST MORE THAN CONCENTRATE IN INVEST LESS FUND REAL ESTATE COMMODITIES SECURITIES 10% OF AN ISSUER 5% IN AN ISSUER ANY ONE INDUSTRY THAN 80% - -------------------------------------------------------------------------------------------------------------------------- Portfolio A1 B1 C1 F2 Builder Conservative* - -------------------------------------------------------------------------------------------------------------------------- Portfolio A1 B1 C1 F2 Builder Moderate* - -------------------------------------------------------------------------------------------------------------------------- Portfolio A1 B1 C1 F2 Builder Moderate Aggressive* - -------------------------------------------------------------------------------------------------------------------------- Portfolio A1 B1 C1 F2 Builder Moderate Conservative* - -------------------------------------------------------------------------------------------------------------------------- Portfolio A1 B1 C1 F2 Builder Total Equity* - -------------------------------------------------------------------------------------------------------------------------- Precious A1 B1(ii) C1 F3 Metals and Mining - -------------------------------------------------------------------------------------------------------------------------- Real Estate A1 B1 C1 - -------------------------------------------------------------------------------------------------------------------------- Retirement A1 B4 C1 F2 Plus 2010* - -------------------------------------------------------------------------------------------------------------------------- Retirement A1 B4 C1 F2 Plus 2015* - -------------------------------------------------------------------------------------------------------------------------- Retirement A1 B4 C1 F2 Plus 2020* - -------------------------------------------------------------------------------------------------------------------------- Retirement A1 B4 C1 F2 Plus 2025* - -------------------------------------------------------------------------------------------------------------------------- Retirement A1 B4 C1 F2 Plus 2030* - -------------------------------------------------------------------------------------------------------------------------- Retirement A1 B4 C1 F2 Plus 2035* - -------------------------------------------------------------------------------------------------------------------------- Retirement A1 B4 C1 F2 Plus 2040* - -------------------------------------------------------------------------------------------------------------------------- Retirement A1 B4 C1 F2 Plus 2045* - -------------------------------------------------------------------------------------------------------------------------- S&P 500 Index A1 B1 C1 F4 - -------------------------------------------------------------------------------------------------------------------------- Select Value A1 B3 C1 D1 E1 F1 - -------------------------------------------------------------------------------------------------------------------------- Short Duration A1 B1 C1 D1 E1 F1 U.S. Government - -------------------------------------------------------------------------------------------------------------------------- Small Cap A1 B1 C1 D1 E1 F1 Advantage - -------------------------------------------------------------------------------------------------------------------------- Small Cap A1 B3 C1 D1 E1 F1 Equity - -------------------------------------------------------------------------------------------------------------------------- Small Cap A1 B1 C1 D1 E1 F1 Growth - -------------------------------------------------------------------------------------------------------------------------- Small Cap A1 B3 C1 F1 Value - -------------------------------------------------------------------------------------------------------------------------- Small Company A1 B1 D1 E1 F1 Index - -------------------------------------------------------------------------------------------------------------------------- Strategic A1 B1 C1 D1 E1 F1 Allocation - -------------------------------------------------------------------------------------------------------------------------- Strategic A1 B3 C1 D1 E1 F1 Income Allocation - -------------------------------------------------------------------------------------------------------------------------- Tax-Exempt A1 B1 D1 E1 G3(iii) Bond - -------------------------------------------------------------------------------------------------------------------------- Tax-Exempt A1 B1 D1 E1 G2 High Income - -------------------------------------------------------------------------------------------------------------------------- Tax-Exempt A2 B2 D1 E1 G3 Money Market - -------------------------------------------------------------------------------------------------------------------------- U.S. A1 B1 C1 D1 E1 F1 Government Mortgage - -------------------------------------------------------------------------------------------------------------------------- Value A1 B3 C1 D1 E1 F1 - --------------------------------------------------------------------------------------------------------------------------
* The fund invests in a combination of underlying funds. These underlying funds have adopted their own investment policies that may be more or less restrictive than those of the fund. The policies of the underlying funds may permit a fund to engage in investment strategies indirectly that would otherwise be prohibited under the fund's investment restrictions. (i) For purposes of this policy, the fund will not include any investments subject to the alternative minimum tax. (ii) Additionally, the fund may purchase gold, silver, or other precious metals, strategic metals or other metals occurring naturally with such metals. (iii) The fund does not intend to purchase bonds or other debt securities the interest from which is subject to the alternative minimum tax. Statement of Additional Information - Sept. 28, 2007 Page 8 A. BUY OR SELL REAL ESTATE A1 - The fund will not buy or sell real estate, unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business or real estate investment trusts. For purposes of this policy, real estate includes real estate limited partnerships. A2 - The fund will not invest in real estate, but the fund can invest in municipal bonds and notes secured by real estate or interest therein. For purposes of this policy, real estate includes real estate limited partnerships. A3 - The fund will not buy or sell real estate, commodities or commodity contracts. For purposes of this policy, real estate includes real estate limited partnerships. B. BUY OR SELL PHYSICAL COMMODITIES B1 - The fund will not buy or sell physical commodities unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the fund from buying or selling options and futures contracts or from investing in securities or other instruments backed by, or whose value is derived from, physical commodities. B2 - The fund will not invest in commodities or commodity contracts. B3 - The fund will not buy or sell physical commodities unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the fund from buying or selling options, futures contracts and foreign currency or from investing in securities or other instruments backed by, or whose value is derived from, physical commodities. B4 - The fund will not buy or sell physical commodities unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the fund from buying or selling options, futures contracts and foreign currency or from entering into forward currency contracts or from investing in securities or other instruments backed by, or whose value is derived from, physical commodities. C. ISSUE SENIOR SECURITIES C1 - The fund will not issue senior securities, except as permitted under the 1940 Act. D. BUY MORE THAN 10% OF AN ISSUER D1 - The fund will not purchase more than 10% of the outstanding voting securities of an issuer, except that up to 25% of the fund's assets may be invested without regard to this 10% limitation. For tax-exempt funds, for purposes of this policy, the terms of a municipal security determine the issuer. E. INVEST MORE THAN 5% IN AN ISSUER E1 - The fund will not invest more than 5% of its total assets in securities of any company, government, or political subdivision thereof, except the limitation will not apply to investments in securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities, or other investment companies, and except that up to 25% of the fund's total assets may be invested without regard to this 5% limitation. For tax-exempt funds, for purposes of this policy, the terms of a municipal security determine the issuer. F. CONCENTRATE F1 - The fund will not concentrate in any one industry. According to the present interpretation by the Securities and Exchange Commission (SEC), this means that up to 25% of the fund's total assets, based on current market value at time of purchase, can be invested in any one industry. F2 - The fund will not concentrate in any one industry. According to the present interpretation by the SEC, this means that up to 25% of the fund's total assets, based on current market value at time of purchase, can be invested in any one industry. The fund itself does not intend to concentrate, however the aggregation of holdings of the underlying funds may result in the fund indirectly investing more than 25% of its assets in a particular industry. The fund does not control the investments of the underlying Statement of Additional Information - Sept. 28, 2007 Page 9 funds and any indirect concentration will occur only as a result of the fund following its investment objectives by investing in the underlying funds. F3 - The fund will not invest less than 25% of its total assets in the precious metals industry, based on current market value at the time of purchase, unless market conditions temporarily require a defensive investment strategy. F4 - The fund will not concentrate in any one industry unless that industry represents more than 25% of the index tracked by the fund. For all other industries, in accordance with the current interpretation by the SEC, this means that up to 25% of the fund's total assets, based on current market value at time of purchase, can be invested in any one industry. F5 - While the fund may invest 25% or more of its total assets in the securities of foreign governmental and corporate entities located in the same country, it will not invest 25% or more of its total assets in any single foreign governmental issuer. F6 - The fund will not concentrate in any one industry. According to the present interpretation by the SEC, this means that up to 25% of the fund's total assets, based on current market value at time of purchase, can be invested in any one industry. For purposes of this restriction, loans will be considered investments in the industry of the underlying borrower, rather than that of the seller of the loan. F7 - Concentrate in any one industry, provided however, that this restriction shall not apply to securities or obligations issued or guaranteed by the U.S. Government, banks or bank holding companies or finance companies. For all other industries, this means that up to 25% of the fund's total assets, based on current market value at the time of purchase, can be invested in any one industry. G. INVEST LESS THAN 80% G1 - The fund will not under normal market conditions, invest less than 80% of its net assets in municipal obligations that are generally exempt from federal income tax as well as respective state and local income tax. G2 - The fund will not under normal market conditions, invest less than 80% of its net assets in bonds and notes issued by or on behalf of state and local governmental units whose interest, in the opinion of counsel for the issuer, is exempt from federal income tax and is not subject to the alternative minimum tax. G3 - The fund will not under normal market conditions, invest less than 80% of its net assets in bonds and other debt securities issued by or on behalf of state or local governmental units whose interest, in the opinion of counsel for the issuer, is exempt from federal income tax. Statement of Additional Information - Sept. 28, 2007 Page 10 NONFUNDAMENTAL POLICIES Nonfundamental policies are policies that can be changed by the Board without shareholder approval. The following nonfundamental policies are in addition to those described in the prospectus. FOR FUNDS OTHER THAN MONEY MARKET FUNDS: - No more than 15% of the fund's net assets will be held in securities and other instruments that are illiquid. FOR MONEY MARKET FUNDS: - No more than 10% of the fund's net assets will be held in securities and other instruments that are illiquid. ADDITIONALLY, REGARDING LIMITING INVESTMENTS IN FOREIGN SECURITIES: FOR AGGRESSIVE GROWTH, BALANCED, CORE BOND, DISCIPLINED EQUITY, DISCIPLINED LARGE CAP GROWTH, DISCIPLINED SMALL AND MID CAP EQUITY, DISCIPLINED SMALL CAP VALUE, DIVERSIFIED BOND, DIVERSIFIED EQUITY INCOME, DIVIDEND OPPORTUNITY, EQUITY VALUE, FLOATING RATE, FUNDAMENTAL GROWTH, FUNDAMENTAL VALUE, GROWTH, HIGH YIELD BOND, INCOME OPPORTUNITIES, INFLATION PROTECTED SECURITIES, LARGE CAP EQUITY, LARGE CAP VALUE, LIMITED DURATION BOND, MID CAP GROWTH, MID CAP VALUE, REAL ESTATE, SELECT VALUE, SMALL CAP ADVANTAGE, SMALL CAP EQUITY, SMALL CAP GROWTH, SMALL CAP VALUE, AND VALUE: - Up to 25% of the fund's net assets may be invested in foreign investments. FOR PRECIOUS METALS AND MINING: - Under normal market conditions, the fund intends to invest at least 50% of its total assets in foreign investments. FOR SHORT DURATION U.S. GOVERNMENT AND U.S. GOVERNMENT MORTGAGE: - Up to 20% of the fund's net assets may be invested in foreign investments. FOR STRATEGIC ALLOCATION: - The fund may invest its total assets, up to 50%, in foreign investments. Fund-of-fund's invest in a combination of underlying funds. These underlying funds have adopted their own investment policies that may be more or less restrictive than those of the fund. The policies of the underlying funds may permit a fund to engage in investment strategies indirectly that would otherwise be prohibited under the funds investment structure. Statement of Additional Information - Sept. 28, 2007 Page 11 INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS This table shows many of the various investment strategies and investments that many funds are allowed to engage in and purchase. It is intended to show the breadth of investments that the investment manager or subadviser (individually and collectively, the "investment manager") may make on behalf of a fund. For a description of principal risks for an individual fund, please see the applicable prospectus for that fund. Notwithstanding a fund's ability to utilize these strategies and techniques, the investment manager is not obligated to use them at any particular time. For example, even though the investment manager is authorized to adopt temporary defensive positions and is authorized to attempt to hedge against certain types of risk, these practices are left to the investment manager's sole discretion. INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS: A black circle indicates that the investment strategy or type of investment generally is authorized for a category of funds. Exceptions are noted in the footnotes to the table. See Table 1 for fund categories. TABLE 3. INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS
- --------------------------------------------------------------------------------------------------------------------------------- FUNDS-OF-FUNDS - TAXABLE TAXABLE TAX-EXEMPT TAX-EXEMPT STATE EQUITY AND FIXED MONEY MONEY FIXED TAX-EXEMPT INVESTMENT STRATEGY BALANCED EQUITY FIXED INCOME INCOME MARKET MARKET INCOME FIXED INCOME - --------------------------------------------------------------------------------------------------------------------------------- Agency and government securities -- -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Borrowing -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Cash/money market instruments -- -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Collateralized bond obligations -- -- A -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Commercial paper -- -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Common stock -- -- -- B - --------------------------------------------------------------------------------------------------------------------------------- Convertible securities -- -- -- C -- -- - --------------------------------------------------------------------------------------------------------------------------------- Corporate bonds -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Debt obligations -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Depositary receipts -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Derivative instruments (including options and futures) -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Exchange-traded funds -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Floating rate loans -- -- - --------------------------------------------------------------------------------------------------------------------------------- Foreign currency transactions -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Foreign securities -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Funding agreements -- -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- High yield debt securities (junk bonds) -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Illiquid and restricted securities -- -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Indexed securities -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Inflation protected securities -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Inverse floaters -- D -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Investment companies -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Lending of portfolio securities -- -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Loan participations -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Mortgage- and asset-backed securities -- -- E -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Mortgage dollar rolls -- F -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Municipal obligations -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Preferred stock -- -- -- G -- G -- - --------------------------------------------------------------------------------------------------------------------------------- Real estate investment trusts -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Repurchase agreements -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Reverse repurchase agreements -- -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 12
- --------------------------------------------------------------------------------------------------------------------------------- FUNDS-OF-FUNDS - TAXABLE TAXABLE TAX-EXEMPT TAX-EXEMPT STATE EQUITY AND FIXED MONEY MONEY FIXED TAX-EXEMPT INVESTMENT STRATEGY BALANCED EQUITY FIXED INCOME INCOME MARKET MARKET INCOME FIXED INCOME - --------------------------------------------------------------------------------------------------------------------------------- Short sales H H H H H H - --------------------------------------------------------------------------------------------------------------------------------- Sovereign debt -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Structured investments -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Swap agreements -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Variable- or floating-rate securities -- -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Warrants -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- When-issued securities and forward commitments -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Zero-coupon, step-coupon and pay-in-kind securities -- -- -- -- -- - ---------------------------------------------------------------------------------------------------------------------------------
A. The following funds are not authorized to invest in collateralized bond obligations: International Aggressive Growth, International Equity, International Select Value, International Small Cap, Select Value, Small Cap Equity, Small Cap Growth, Small Cap Value, and Small Cap Advantage. B. The following funds are not authorized to invest in common stock: Short Duration U.S. Government, U.S. Government Mortgage. C. The following funds are not authorized to invest in convertible securities: Short Duration U.S. Government, U.S. Government Mortgage. D. The following funds are authorized to invest in inverse floaters: Real Estate. E. The following funds are not authorized to invest in mortgage- and asset-backed securities: Small Cap Growth, Value, S&P 500 Index, Small Cap Advantage, Small Company Index. F. The following funds are authorized to invest in mortgage dollar rolls: Real Estate. G. The following funds are not authorized to invest in preferred stock: Tax-Exempt High Income, Intermediate Tax-Exempt, Tax-Exempt Bond, Short Duration U.S. Government, U.S. Government Mortgage. H. The funds are not prohibited from engaging in short sales, however, each fund will seek Board approval prior to utilizing short sales as an active part of its investment strategy. Statement of Additional Information - Sept. 28, 2007 Page 13 INFORMATION REGARDING RISKS AND INVESTMENT STRATEGIES RISKS The following is a summary of common risk characteristics. Following this summary is a description of certain investments and investment strategies and the risks most commonly associated with them (including certain risks not described below and, in some cases, a more comprehensive discussion of how the risks apply to a particular investment or investment strategy). A mutual fund's risk profile is largely defined by the fund's primary securities and investment strategies. However, most mutual funds are allowed to use certain other strategies and investments that may have different risk characteristics. Accordingly, one or more of the following types of risk may be associated with a fund at any time (for a description of principal risks for an individual fund, please see that fund's prospectus): ACTIVE MANAGEMENT RISK. For a fund that is actively managed, its performance will reflect in part the ability of the portfolio managers to select securities and to make investment decisions that are suited to achieving the fund's investment objective. Due to its active management, a fund could underperform other mutual funds with similar investment objectives. AFFILIATED FUND RISK. For funds-of-funds, the risk that the investment manager may have potential conflicts of interest in selecting underlying funds because the fees paid to it by some underlying funds are higher than the fees paid by other underlying funds. However, the investment manager is a fiduciary to the funds and is legally obligated to act in their best interests when selecting underlying funds, without taking fees into consideration. ALLOCATION RISK. For funds-of-funds, the risk that the investment manager's evaluations regarding asset classes or underlying funds may be incorrect. There is no guarantee that the underlying funds will achieve their investment objectives. There is also a risk that the selected underlying funds' performance may be lower than the performance of the asset class they were selected to represent or may be lower than the performance of alternative underlying funds that could have been selected to represent the asset class. CREDIT RISK. Credit risk is the risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable or unwilling to honor a financial obligation, such as payments due on a bond or a note. If the fund purchases unrated securities, or if the rating of a security is reduced after purchase, the fund will depend on the investment manager's analysis of credit risk more heavily than usual. CONFIDENTIAL INFORMATION ACCESS RISK. For funds investing in floating rate loans, the investment manager normally will seek to avoid the receipt of material, non-public information (Confidential Information) about the issuers of floating rate loans being considered for acquisition by the fund, or held in the fund. In many instances, issuers of floating rate loans offer to furnish Confidential Information to prospective purchasers or holders of the issuer's floating rate loans to help potential investors assess the value of the loan. The investment manager's decision not to receive Confidential Information from these issuers may disadvantage the fund as compared to other floating rate loan investors, and may adversely affect the price the fund pays for the loans it purchases, or the price at which the fund sells the loans. Further, in situations when holders of floating rate loans are asked, for example, to grant consents, waivers or amendments, the investment manager's ability to assess the desirability of such consents, waivers or amendments may be compromised. For these and other reasons, it is possible that the investment manager's decision under normal circumstances not to receive Confidential Information could adversely affect the fund's performance. COUNTERPARTY RISK. Counterparty risk is the risk that a counterparty to a financial instrument entered into by the fund or held by a special purpose or structured vehicle becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The fund may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The fund may obtain only limited recovery or may obtain no recovery in such circumstances. The fund will typically enter into financial instrument transactions with counterparties whose credit rating is investment grade, or, if unrated, determined to be of comparable quality by the investment manager. DERIVATIVES RISK. Derivatives are financial instruments that have a value which depends upon, or is derived from, the value of something else, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. Gains or losses involving derivative instruments may be substantial, because a relatively small price Statement of Additional Information - Sept. 28, 2007 Page 14 movement in the underlying security(ies), instrument, currency or index may result in a substantial gain or loss for the Fund. Derivative instruments in which the Fund invests will typically increase the Fund's exposure to Principal Risks to which it is otherwise exposed, and may expose the Fund to additional risks, including counterparty credit risk, leverage risk, hedging risk, correlation risk, and liquidity risk. Counterparty credit risk is the risk that a counterparty to the derivative instrument becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, and the Fund may obtain no recovery of its investment or may only obtain a limited recovery, and any recovery may be delayed. Hedging risk is the risk that derivative instruments used to hedge against an opposite position may offset losses, but they may also offset gains. Correlation risk is related to hedging risk and is the risk that there may be an incomplete correlation between the hedge and the opposite position, which may result in increased or unanticipated losses. Liquidity risk is the risk that the derivative instrument may be difficult or impossible to sell or terminate, which may cause the Fund to be in a position to do something the investment manager would not otherwise choose, including accepting a lower price for the derivative instrument, selling other investments or foregoing another, more appealing investment opportunity. Leverage risk is the risk that losses from the derivative instrument may be greater than the amount invested in the derivative instrument. Certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment. DIVERSIFICATION RISK. A non-diversified fund may invest more of its assets in fewer companies than if it were a diversified fund. Because each investment has a greater effect on the fund's performance, the fund may be more exposed to the risks of loss and volatility than a fund that invests more broadly. For funds-of-funds, although most of the underlying funds are diversified funds, because the fund invests in a limited number of underlying funds, it is considered a non-diversified fund. FOREIGN/EMERGING MARKETS RISK. The following are all components of foreign/emerging markets risk: Country risk includes the political, economic, and other conditions of the country. These conditions include lack of publicly available information, less government oversight (including lack of accounting, auditing, and financial reporting standards), the possibility of government-imposed restrictions, and even the nationalization of assets. The liquidity of foreign investments may be more limited than for most U.S. investments, which means that, at times it may be difficult to sell foreign securities at desirable prices. Currency risk results from the constantly changing exchange rates between local currency and the U.S. dollar. Whenever the fund holds securities valued in a foreign currency or holds the currency, changes in the exchange rate add to or subtract from the value of the investment. Custody risk refers to the process of clearing and settling trades. It also covers holding securities with local agents and depositories. Low trading volumes and volatile prices in less developed markets make trades harder to complete and settle. Local agents are held only to the standard of care of the local market. Governments or trade groups may compel local agents to hold securities in designated depositories that are not subject to independent evaluation. The less developed a country's securities market is, the greater the likelihood of problems occurring. Emerging markets risk includes the dramatic pace of change (economic, social, and political) in these countries as well as the other considerations listed above. These markets are in early stages of development and are extremely volatile. They can be marked by extreme inflation, devaluation of currencies, dependence on trade partners, and hostile relations with neighboring countries. GEOGRAPHIC CONCENTRATION RISK. The fund may be particularly susceptible to economic, political or regulatory events affecting companies and countries within the specific geographic region in which the fund focuses its investments. Currency devaluations could occur in countries that have not yet experienced currency devaluation to date, or could continue to occur in countries that have already experienced such devaluations. As a result, the fund may be more volatile than a more geographically diversified fund. Statement of Additional Information - Sept. 28, 2007 Page 15 For state-specific funds. Because state-specific tax-exempt funds invest primarily in the municipal securities issued by the state and political sub-divisions of the state, each fund will be particularly affected by political and economic conditions and developments in the state in which it invests. This vulnerability to factors affecting the state's tax-exempt investments will be significantly greater than that of a more geographically diversified fund, which may result in greater losses and volatility. See Appendix B for details. The value of municipal securities owned by a fund also may be adversely affected by future changes in federal or state income tax laws. In addition, because of the relatively small number of issuers of tax-exempt securities, the fund may invest a higher percentage of its assets in a single issuer and, therefore, be more exposed to the risk of loss by investing in a few issuers than a fund that invests more broadly. At times, the fund and other accounts managed by the investment manager may own all or most of the debt of a particular issuer. This concentration of ownership may make it more difficult to sell, or to determine the fair value of, these investments. HIGHLY LEVERAGED TRANSACTIONS RISK. Certain corporate loans and corporate debt securities involve refinancings, recapitalizations, mergers and acquisitions, and other financings for general corporate purposes. These investments also may include senior obligations of a borrower issued in connection with a restructuring pursuant to Chapter 11 of the U.S. Bankruptcy Code (commonly known as "debtor-in-possession" financings), provided that such senior obligations are determined by the fund's investment manager upon its credit analysis to be a suitable investment by the fund. In such highly leveraged transactions, the borrower assumes large amounts of debt in order to have the financial resources to attempt to achieve its business objectives. Such business objectives may include but are not limited to: management's taking over control of a company (leveraged buy-out); reorganizing the assets and liabilities of a company (leveraged recapitalization); or acquiring another company. Loans or securities that are part of highly leveraged transactions involve a greater risk (including default and bankruptcy) than other investments. IMPAIRMENT OF COLLATERAL RISK. The value of collateral, if any, securing a floating rate loan can decline, and may be insufficient to meet the borrower's obligations or difficult to liquidate. In addition, the fund's access to collateral may be limited by bankruptcy or other insolvency laws. Further, certain floating rate loans may not be fully collateralized and may decline in value. INDEXING RISK. For funds that are managed to an index, the fund's performance will rise and fall as the performance of the index rises and falls. INFLATION PROTECTED SECURITIES RISK. Inflation-protected debt securities tend to react to change in real interest rates. Real interest rates can be described as nominal interest rates minus the expected impact of inflation. In general, the price of an inflation-protected debt security falls when real interest rates rise, and rises when real interest rates fall. Interest payments on inflation-protected debt securities will vary as the principal and/or interest is adjusted for inflation and may be more volatile than interest paid on ordinary bonds. In periods of deflation, the fund may have no income at all. Income earned by a shareholder depends on the amount of principal invested and that principal will not grow with inflation unless the investor reinvests the portion of fund distributions that comes from inflation adjustments. INTEREST RATE RISK. The securities in the portfolio are subject to the risk of losses attributable to changes in interest rates. Interest rate risk is generally associated with bond prices: when interest rates rise, bond prices fall. In general, the longer the maturity or duration of a bond, the greater its sensitivity to changes in interest rates. INITIAL PUBLIC OFFERING (IPO) RISK. IPOs are subject to many of the same risks as investing in companies with smaller market capitalizations. To the extent a fund determines to invest in IPOs it may not be able to invest to the extent desired, because, for example, only a small portion (if any) of the securities being offered in an IPO may be made available. The investment performance of a fund during periods when it is unable to invest significantly or at all in IPOs may be lower than during periods when the fund is able to do so. In addition, as a fund increases in size, the impact of IPOs on the fund's performance will generally decrease. IPOs will frequently be sold within 12 months of purchase. This may result in increased short-term capital gains, which will be taxable to shareholders as ordinary income. ISSUER RISK. An issuer, or the value of its stocks or bonds, may perform poorly. Poor performance may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, or other factors. Statement of Additional Information - Sept. 28, 2007 Page 16 LIQUIDITY RISK. The risk associated from a lack of marketability of securities which may make it difficult or impossible to sell at desirable prices in order to minimize loss. The Fund may have to lower the selling price, sell other investments, or forego another, more appealing investment opportunity. MARKET RISK. The market value of securities may fall or fail to rise. Market risk may affect a single issuer, sector of the economy, industry, or the market as a whole. The market value of securities may fluctuate, sometimes rapidly and unpredictably. This risk is generally greater for small and mid-sized companies, which tend to be more vulnerable to adverse developments. In addition, focus on a particular style, for example, investment in growth or value securities, may cause the Fund to underperform other mutual funds if that style falls out of favor with the market. PREPAYMENT AND EXTENSION RISK. The risk that a bond or other security might be called, or otherwise converted, prepaid, or redeemed, before maturity. This risk is primarily associated with asset-backed securities, including mortgage backed securities. If a security is converted, prepaid, or redeemed, before maturity, particularly during a time of declining interest rates, the portfolio managers may not be able to reinvest in securities providing as high a level of income, resulting in a reduced yield to the fund. Conversely, as interest rates rise, the likelihood of prepayment decreases. The portfolio managers may be unable to capitalize on securities with higher interest rates because the Fund's investments are locked in at a lower rate for a longer period of time. QUANTITATIVE MODEL RISK. Securities selected using quantitative methods may perform differently from the market as a whole as a result of the factors used in the quantitative method, the weight placed on each factor, and changes in the factors' historical trends. The quantitative methodology employed by the investment manager has been extensively tested using historical securities market data, but has only recently begun to be used to manage open-end mutual funds. There can be no assurance that the methodology will enable the fund to achieve its objective. REINVESTMENT RISK. The risk that an investor will not be able to reinvest income or principal at the same rate it currently is earning. SECTOR RISK. Investments that are concentrated in a particular issuer, geographic region, or sector will be more susceptible to changes in price. The more a fund diversifies, the more it spreads risk and potentially reduces the risks of loss and volatility. SMALL AND MID-SIZED COMPANY RISK. Investments in small and medium companies often involve greater risks than investments in larger, more established companies because small and medium companies may lack the management experience, financial resources, product diversification, experience, and competitive strengths of larger companies. Additionally, in many instances the securities of small and medium companies are traded only over-the-counter or on regional securities exchanges and the frequency and volume of their trading is substantially less and may be more volatile than is typical of larger companies. TAX RISK. As a regulated investment company, a fund must derive at least 90% of its gross income for each taxable year from sources treated as "qualifying income" under the Internal Revenue Code of 1986, as amended. The Fund currently intends to take positions in forward currency contracts with notional value up to the Fund's total net assets. Although foreign currency gains currently constitute "qualifying income" the Treasury Department has the authority to issue regulations excluding from the definition of "qualifying incomes" a fund's foreign currency gains not "directly related" to its "principal business" of investing in stocks or securities (or options and futures with respect thereto). Such regulations might treat gains from some of the Fund's foreign currency-denominated positions as not "qualifying income" and there is a remote possibility that such regulations might be applied retroactively, in which case, the Fund might not qualify as a regulated investment company for one or more years. In the event the Treasury Department issues such regulations, the Fund's Board of Directors may authorize a significant change in investment strategy or Fund liquidation. TRACKING ERROR RISK. For funds that are managed to an index, the fund may not track the index perfectly because differences between the index and the fund's portfolio can cause differences in performance. The investment manager purchases securities and other instruments in an attempt to replicate the performance of the index. However, the tools that the investment manager uses to replicate the index are not perfect and the fund's performance is affected by factors such as the size of the fund's portfolio, transaction costs, management fees and expenses, brokerage commissions and fees, the extent and timing of cash flows in and out of the fund and changes in the index. Statement of Additional Information - Sept. 28, 2007 Page 17 In addition, the returns from a specific type of security (for example, mid-cap stocks) may trail returns from other asset classes or the overall market. Each type of security will go through cycles of doing better or worse than stocks or bonds in general. These periods may last for several years. UNDERLYING FUND SELECTION RISK. For funds-of-funds, the risk that the selected underlying funds' performance may be lower than the performance of the asset class they were selected to represent or may be lower than the performance of alternative underlying funds that could have been selected to represent the investment category. Statement of Additional Information - Sept. 28, 2007 Page 18 INVESTMENT STRATEGIES The following information supplements the discussion of each fund's investment objectives, policies, and strategies that are described in the prospectus and in this SAI. The following describes strategies that many mutual funds use and types of securities that they purchase. Please refer to the table titled Investment Strategies and Types of Investments to see which are applicable to various categories of funds. AGENCY AND GOVERNMENT SECURITIES The U.S. government and its agencies issue many different types of securities. U.S. Treasury bonds, notes, and bills and securities, including mortgage pass through certificates of the Government National Mortgage Association (GNMA), are guaranteed by the U.S. government. Other U.S. government securities are issued or guaranteed by federal agencies or government-sponsored enterprises but are not guaranteed by the U.S. government. This may increase the credit risk associated with these investments. Government-sponsored entities issuing securities include privately owned, publicly chartered entities created to reduce borrowing costs for certain sectors of the economy, such as farmers, homeowners, and students. They include the Federal Farm Credit Bank System, Farm Credit Financial Assistance Corporation, Federal Home Loan Bank, Federal Home Loan Mortgage Corporation (FHLMC), Federal National Mortgage Association (FNMA), Student Loan Marketing Association (SLMA), and Resolution Trust Corporation (RTC). Government-sponsored entities may issue discount notes (with maturities ranging from overnight to 360 days) and bonds. Agency and government securities are subject to the same concerns as other debt obligations. (See also Debt Obligations and Mortgage- and Asset-Backed Securities.) Although one or more of the other risks described in this SAI may apply, the largest risks associated with agency and government securities include: Inflation Risk, Interest Rate Risk, Prepayment and Extension Risk, and Reinvestment Risk. BORROWING A fund may borrow money for temporary purposes or to engage in transactions permissible under the 1940 Act that may be considered a borrowing (such as derivative instruments). Borrowings are subject to costs (in addition to any interest that may be paid) and typically reduce a fund's total return. Except as noted in the nonfundamental policies, however, a fund may not buy securities on margin. Although one or more of the other risks described in this SAI may apply, the largest risks associated with borrowing include: Inflation Risk. CASH/MONEY MARKET INSTRUMENTS Cash-equivalent investments include short-term U.S. and Canadian government securities and negotiable certificates of deposit, non-negotiable fixed-time deposits, bankers' acceptances, and letters of credit of banks or savings and loan associations having capital, surplus, and undivided profits (as of the date of its most recently published annual financial statements) in excess of $100 million (or the equivalent in the instance of a foreign branch of a U.S. bank) at the date of investment. A fund also may purchase short-term notes and obligations of U.S. and foreign banks and corporations and may use repurchase agreements with broker-dealers registered under the Securities Exchange Act of 1934 and with commercial banks. (See also Commercial Paper, Debt Obligations, Repurchase Agreements, and Variable- or Floating-Rate Securities.) These types of instruments generally offer low rates of return and subject a fund to certain costs and expenses. See Appendix A for a discussion of securities ratings. Bankers' acceptances are marketable short-term credit instruments used to finance the import, export, transfer or storage of goods. They are termed "accepted" when a bank guarantees their payment at maturity. Bank certificates of deposit are certificates issued against funds deposited in a bank (including eligible foreign branches of U.S. banks), are for a definite period of time, earn a specified rate of return and are normally negotiable. A fund may invest its daily cash balance in RiverSource Short-Term Cash Fund, a money market fund established for the exclusive use of the RiverSource funds and other institutional clients of RiverSource Investments. Although one or more of the other risks described in this SAI may apply, the largest risks associated with cash/money market instruments include: Credit Risk and Inflation Risk. Statement of Additional Information - Sept. 28, 2007 Page 19 COLLATERALIZED BOND OBLIGATIONS Collateralized bond obligations (CBOs) are investment grade bonds backed by a pool of bonds, which may include junk bonds. CBOs are similar in concept to collateralized mortgage obligations (CMOs), but differ in that CBOs represent different degrees of credit quality rather than different maturities. (See also Mortgage- and Asset-Backed Securities.) Underwriters of CBOs package a large and diversified pool of high-risk, high-yield junk bonds, which is then separated into "tiers." Typically, the first tier represents the higher quality collateral and pays the lowest interest rate; the second tier is backed by riskier bonds and pays a higher rate; the third tier represents the lowest credit quality and instead of receiving a fixed interest rate receives the residual interest payments -- money that is left over after the higher tiers have been paid. CBOs, like CMOs, are substantially overcollateralized and this, plus the diversification of the pool backing them, may earn certain of the tiers investment-grade bond ratings. Holders of third-tier CBOs stand to earn high yields or less money depending on the rate of defaults in the collateral pool. (See also High-Yield Debt Securities (Junk Bonds).) Although one or more of the other risks described in this SAI may apply, the largest risks associated with CBOs include: Credit Risk, Interest Rate Risk and Prepayment and Extension Risk. COMMERCIAL PAPER Commercial paper is a short-term debt obligation with a maturity ranging from 2 to 270 days issued by banks, corporations, and other borrowers. It is sold to investors with temporary idle cash as a way to increase returns on a short-term basis. These instruments are generally unsecured, which increases the credit risk associated with this type of investment. (See also Debt Obligations and Illiquid and Restricted Securities.) Although one or more of the other risks described in this SAI may apply, the largest risks associated with commercial paper include: Credit Risk and Liquidity Risk. COMMON STOCK Common stock represents units of ownership in a corporation. Owners typically are entitled to vote on the selection of directors and other important matters as well as to receive dividends on their holdings. In the event that a corporation is liquidated, the claims of secured and unsecured creditors and owners of bonds and preferred stock take precedence over the claims of those who own common stock. The price of common stock is generally determined by corporate earnings, type of products or services offered, projected growth rates, experience of management, liquidity, and general market conditions for the markets on which the stock trades. Although one or more of the other risks described in this SAI may apply, the largest risks associated with common stock include: Issuer Risk, Market Risk, and Small and Mid-Sized Company Risk. CONVERTIBLE SECURITIES Convertible securities are bonds, debentures, notes, preferred stocks, or other securities that may be converted into common, preferred or other securities of the same or a different issuer within a particular period of time at a specified price. Some convertible securities, such as preferred equity-redemption cumulative stock (PERCs), have mandatory conversion features. Others are voluntary. A convertible security entitles the holder to receive interest normally paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted, or exchanged. Convertible securities have unique investment characteristics in that they generally (i) have higher yields than common stocks but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying stock since they have fixed income characteristics, and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases. The value of a convertible security is a function of its "investment value" (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its "conversion value" (the security's worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security's investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the Statement of Additional Information - Sept. 28, 2007 Page 20 investment value, the price of the convertible security is governed principally by its investment value. Generally, the conversion value decreases as the convertible security approaches maturity. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed income security. Although one or more of the other risks described in this SAI may apply, the largest risks associated with convertible securities include: Interest Rate Risk, Issuer Risk, Market Risk, Prepayment and Extension Risk, and Reinvestment Risk. CORPORATE BONDS Corporate bonds are debt obligations issued by private corporations, as distinct from bonds issued by a government agency or a municipality. Corporate bonds typically have four distinguishing features: (1) they are taxable; (2) they have a par value of $1,000; (3) they have a term maturity, which means they come due all at once; and (4) many are traded on major exchanges. Corporate bonds are subject to the same concerns as other debt obligations. (See also Debt Obligations and High-Yield Debt Securities (Junk Bonds).) Corporate bonds may be either secured or unsecured. Unsecured corporate bonds are generally referred to as "debentures." See Appendix A for a discussion of securities ratings. Although one or more of the other risks described in this SAI may apply, the largest risks associated with corporate bonds include: Credit Risk, Interest Rate Risk, Issuer Risk, Prepayment and Extension Risk, and Reinvestment Risk. DEBT OBLIGATIONS Many different types of debt obligations exist (for example, bills, bonds, or notes). Issuers of debt obligations have a contractual obligation to pay interest at a fixed, variable or floating rate on specified dates and to repay principal on a specified maturity date. Certain debt obligations (usually intermediate- and long-term bonds) have provisions that allow the issuer to redeem or "call" a bond before its maturity. Issuers are most likely to call these securities during periods of falling interest rates. When this happens, an investor may have to replace these securities with lower yielding securities, which could result in a lower return. The market value of debt obligations is affected primarily by changes in prevailing interest rates and the issuers perceived ability to repay the debt. The market value of a debt obligation generally reacts inversely to interest rate changes. When prevailing interest rates decline, the price usually rises, and when prevailing interest rates rise, the price usually declines. In general, the longer the maturity of a debt obligation, the higher its yield and the greater the sensitivity to changes in interest rates. Conversely, the shorter the maturity, the lower the yield but the greater the price stability. As noted, the values of debt obligations also may be affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the quality rating of a security, the higher the degree of risk as to the payment of interest and return of principal. To compensate investors for taking on such increased risk, those issuers deemed to be less creditworthy generally must offer their investors higher interest rates than do issuers with better credit ratings. (See also Agency and Government Securities, Corporate Bonds, and High-Yield Debt Securities (Junk Bonds).) Generally, debt obligations that are investment grade are those that have been rated in one of the top four credit quality categories by two out of the three independent rating agencies. In the event that a debt obligation has been rated by only two agencies, the most conservative, or lower, rating must be in one of the top four credit quality categories in order for the security to be considered investment grade. If only one agency has rated the debt obligation, that rating must be in one of the top four credit quality categories for the security to be considered investment grade. See Appendix A for a discussion of securities ratings. All ratings limitations are applied at the time of purchase. Subsequent to purchase, a debt security may cease to be rated or its rating may be reduced below the minimum required for purchase by a fund. Neither event will require the sale of such a security, but it will be a factor in considering whether to continue to hold the security. To the extent Statement of Additional Information - Sept. 28, 2007 Page 21 that ratings change as a result of changes in a rating agency or its rating system, a fund will attempt to use comparable ratings as standards for selecting investments. Although one or more of the other risks described in this SAI may apply, the largest risks associated with debt obligations include: Credit Risk, Interest Rate Risk, Issuer Risk, Prepayment and Extension Risk, and Reinvestment Risk. DEPOSITARY RECEIPTS Some foreign securities are traded in the form of American Depositary Receipts (ADRs). ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership of the underlying securities of foreign issuers. European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) are receipts typically issued by foreign banks or trust companies, evidencing ownership of underlying securities issued by either a foreign or U.S. issuer. Generally, depositary receipts in registered form are designed for use in the U.S. and depositary receipts in bearer form are designed for use in securities markets outside the U.S. Depositary receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. Depositary receipts involve the risks of other investments in foreign securities. In addition, ADR holders may not have all the legal rights of shareholders and may experience difficulty in receiving shareholder communications. (See also Common Stock and Foreign Securities.) Although one or more of the other risks described in this SAI may apply, the largest risks associated with depositary receipts include: Foreign/Emerging Markets Risk, Issuer Risk, and Market Risk. DERIVATIVE INSTRUMENTS Derivative instruments are commonly defined to include securities or contracts whose values depend, in whole or in part, on (or "derive" from) the value of one or more other assets, such as securities, currencies, or commodities. A derivative instrument generally consists of, is based upon, or exhibits characteristics similar to options or forward contracts. Such instruments may be used to maintain cash reserves while remaining fully invested, to offset anticipated declines in values of investments, to facilitate trading, to reduce transaction costs, or to pursue higher investment returns. Derivative instruments are characterized by requiring little or no initial payment. Their value changes daily based on a security, a currency, a group of securities or currencies, or an index. A small change in the value of the underlying security, currency, or index can cause a sizable percentage gain or loss in the price of the derivative instrument. Options and forward contracts are considered to be the basic "building blocks" of derivatives. For example, forward-based derivatives include forward contracts, swap contracts, and exchange-traded futures. Forward-based derivatives are sometimes referred to generically as "futures contracts." Option-based derivatives include privately negotiated, over-the-counter (OTC) options (including caps, floors, collars, and options on futures) and exchange-traded options on futures. Diverse types of derivatives may be created by combining options or futures in different ways, and by applying these structures to a wide range of underlying assets. Options. An option is a contract. A person who buys a call option for a security has the right to buy the security at a set price for the length of the contract. A person who sells a call option is called a writer. The writer of a call option agrees for the length of the contract to sell the security at the set price when the buyer wants to exercise the option, no matter what the market price of the security is at that time. A person who buys a put option has the right to sell a security at a set price for the length of the contract. A person who writes a put option agrees to buy the security at the set price if the purchaser wants to exercise the option during the length of the contract, no matter what the market price of the security is at that time. An option is covered if the writer owns the security (in the case of a call) or sets aside the cash or securities of equivalent value (in the case of a put) that would be required upon exercise. The price paid by the buyer for an option is called a premium. In addition to the premium, the buyer generally pays a broker a commission. The writer receives a premium, less another commission, at the time the option is written. The premium received by the writer is retained whether or not the option is exercised. A writer of a call option may have to sell the security for a below-market price if the market price rises above the exercise price. A writer of a put option may have to pay an above-market price for the security if its market price decreases below the exercise price. Statement of Additional Information - Sept. 28, 2007 Page 22 When an option is purchased, the buyer pays a premium and a commission. It then pays a second commission on the purchase or sale of the underlying security when the option is exercised. For record keeping and tax purposes, the price obtained on the sale of the underlying security is the combination of the exercise price, the premium, and both commissions. One of the risks an investor assumes when it buys an option is the loss of the premium. To be beneficial to the investor, the price of the underlying security must change within the time set by the option contract. Furthermore, the change must be sufficient to cover the premium paid, the commissions paid both in the acquisition of the option and in a closing transaction or in the exercise of the option and sale (in the case of a call) or purchase (in the case of a put) of the underlying security. Even then, the price change in the underlying security does not ensure a profit since prices in the option market may not reflect such a change. Options on many securities are listed on options exchanges. If a fund writes listed options, it will follow the rules of the options exchange. Options are valued at the close of the New York Stock Exchange. An option listed on a national exchange, Chicago Board Options Exchange, or NASDAQ will be valued at the last quoted sales price or, if such a price is not readily available, at the mean of the last bid and ask prices. Options on certain securities are not actively traded on any exchange, but may be entered into directly with a dealer. These options may be more difficult to close. If an investor is unable to effect a closing purchase transaction, it will not be able to sell the underlying security until the call written by the investor expires or is exercised. Futures Contracts. A futures contract is a sales contract between a buyer (holding the "long" position) and a seller (holding the "short" position) for an asset with delivery deferred until a future date. The buyer agrees to pay a fixed price at the agreed future date and the seller agrees to deliver the asset. The seller hopes that the market price on the delivery date is less than the agreed upon price, while the buyer hopes for the contrary. Many futures contracts trade in a manner similar to the way a stock trades on a stock exchange and the commodity exchanges. Generally, a futures contract is terminated by entering into an offsetting transaction. An offsetting transaction is effected by an investor taking an opposite position. At the time a futures contract is made, a good faith deposit called initial margin is set up. Daily thereafter, the futures contract is valued and the payment of variation margin is required so that each day a buyer would pay out cash in an amount equal to any decline in the contract's value or receive cash equal to any increase. At the time a futures contract is closed out, a nominal commission is paid, which is generally lower than the commission on a comparable transaction in the cash market. Futures contracts may be based on various securities, securities indexes (such as the S&P 500 Index), foreign currencies and other financial instruments and indexes. A fund may engage in futures and related options transactions to produce incremental earnings, to hedge existing positions, and to increase flexibility. The fund intends to comply with Rule 4.5 of the Commodity Futures Trading Commission (CFTC), under which a mutual fund is exempt from the definition of a "commodity pool operator." The fund, therefore, is not subject to registration or regulation as a pool operator, meaning that the fund may invest in futures contracts without registering with the CFTC. Options on Futures Contracts. Options on futures contracts give the holder a right to buy or sell futures contracts in the future. Unlike a futures contract, which requires the parties to the contract to buy and sell a security on a set date (some futures are settled in cash), an option on a futures contract merely entitles its holder to decide on or before a future date (within nine months of the date of issue) whether to enter into a contract. If the holder decides not to enter into the contract, all that is lost is the amount (premium) paid for the option. Further, because the value of the option is fixed at the point of sale, there are no daily payments of cash to reflect the change in the value of the underlying contract. However, since an option gives the buyer the right to enter into a contract at a set price for a fixed period of time, its value does change daily. One of the risks in buying an option on a futures contract is the loss of the premium paid for the option. The risk involved in writing options on futures contracts an investor owns, or on securities held in its portfolio, is that there could be an increase in the market value of these contracts or securities. If that occurred, the option would be exercised and the asset sold at a lower price than the cash market price. To some extent, the risk of not realizing a gain could be reduced by entering into a closing transaction. An investor could enter into a closing transaction by Statement of Additional Information - Sept. 28, 2007 Page 23 purchasing an option with the same terms as the one previously sold. The cost to close the option and terminate the investor's obligation, however, might still result in a loss. Further, the investor might not be able to close the option because of insufficient activity in the options market. Purchasing options also limits the use of monies that might otherwise be available for long-term investments. Options on Stock Indexes. Options on stock indexes are securities traded on national securities exchanges. An option on a stock index is similar to an option on a futures contract except all settlements are in cash. A fund exercising a put, for example, would receive the difference between the exercise price and the current index level. Tax and Accounting Treatment. As permitted under federal income tax laws and to the extent a fund is allowed to invest in futures contracts, a fund would intend to identify futures contracts as part of a mixed straddle and not mark them to market, that is, not treat them as having been sold at the end of the year at market value. If a fund is using short futures contracts for hedging purposes, the fund may be required to defer recognizing losses incurred on short futures contracts and on underlying securities. Any losses incurred on securities that are part of a straddle may be deferred to the extent there is unrealized appreciation on the offsetting position until the offsetting position is sold. Federal income tax treatment of gains or losses from transactions in options, options on futures contracts and indexes will depend on whether the option is a section 1256 contract. If the option is a non-equity option, a fund would either make a 1256(d) election and treat the option as a mixed straddle or mark to market the option at fiscal year end and treat the gain/loss as 40% short-term and 60% long-term. The IRS has ruled publicly that an exchange-traded call option is a security for purposes of the 50%-of-assets test and that its issuer is the issuer of the underlying security, not the writer of the option, for purposes of the diversification requirements. Accounting for futures contracts will be according to generally accepted accounting principles. Initial margin deposits will be recognized as assets due from a broker (a fund's agent in acquiring the futures position). During the period the futures contract is open, changes in value of the contract will be recognized as unrealized gains or losses by marking to market on a daily basis to reflect the market value of the contract at the end of each day's trading. Variation margin payments will be made or received depending upon whether gains or losses are incurred. All contracts and options will be valued at the last-quoted sales price on their primary exchange. Other Risks of Derivatives. The primary risk of derivatives is the same as the risk of the underlying asset, namely that the value of the underlying asset may go up or down. Adverse movements in the value of an underlying asset can expose an investor to losses. Derivative instruments may include elements of leverage and, accordingly, the fluctuation of the value of the derivative instrument in relation to the underlying asset may be magnified. The successful use of derivative instruments depends upon a variety of factors, particularly the investment manager's ability to predict movements of the securities, currencies, and commodity markets, which requires different skills than predicting changes in the prices of individual securities. There can be no assurance that any particular strategy will succeed. Another risk is the risk that a loss may be sustained as a result of the failure of a counterparty to comply with the terms of a derivative instrument. The counterparty risk for exchange-traded derivative instruments is generally less than for privately-negotiated or OTC derivative instruments, since generally a clearing agency, which is the issuer or counterparty to each exchange-traded instrument, provides a guarantee of performance. For privately-negotiated instruments, there is no similar clearing agency guarantee. In all transactions, an investor will bear the risk that the counterparty will default, and this could result in a loss of the expected benefit of the derivative transaction and possibly other losses. When a derivative transaction is used to completely hedge another position, changes in the market value of the combined position (the derivative instrument plus the position being hedged) result from an imperfect correlation between the price movements of the two instruments. With a perfect hedge, the value of the combined position remains unchanged for any change in the price of the underlying asset. With an imperfect hedge, the values of the derivative instrument and its hedge are not perfectly correlated. For example, if the value of a derivative instrument used in a short hedge (such as writing a call option, buying a put option, or selling a futures contract) increased by less than the decline in value of the hedged investment, the hedge would not be perfectly correlated. Such a lack of Statement of Additional Information - Sept. 28, 2007 Page 24 correlation might occur due to factors unrelated to the value of the investments being hedged, such as speculative or other pressures on the markets in which these instruments are traded. Derivatives also are subject to the risk that they cannot be sold, closed out, or replaced quickly at or very close to their fundamental value. Generally, exchange contracts are very liquid because the exchange clearinghouse is the counterparty of every contract. OTC transactions are less liquid than exchange-traded derivatives since they often can only be closed out with the other party to the transaction. Another risk is caused by the legal unenforcibility of a party's obligations under the derivative. A counterparty that has lost money in a derivative transaction may try to avoid payment by exploiting various legal uncertainties about certain derivative products. (See also Foreign Currency Transactions.) Although one or more of the other risks described in this SAI may apply, the largest risks associated with derivative instruments include: Derivatives Risk and Liquidity Risk. EXCHANGE-TRADED FUNDS Exchange-traded funds (ETFs) represent shares of ownership in mutual funds, unit investment trusts or depositary receipts. ETFs hold portfolios of securities that are designed to replicate, as closely as possible before expenses, the price and yield of a specified market index. The performance results of ETFs will not replicate exactly the performance of the pertinent index due to transaction and other expenses, including fees to service providers, borne by ETFs. ETF shares are sold and redeemed at net asset value only in large blocks called creation units and redemption units, respectively. ETF shares also may be purchased and sold in secondary market trading on national securities exchanges, which allows investors to purchase and sell ETF shares at their market price throughout the day. Although one or more of the other risks described in this SAI may apply, investments in ETFs involve the same risks associated with a direct investment in the types of securities included in the indices the ETFs are designed to replicate, including Market Risk. Shares of an ETF may trade at a market price that is less than their net asset value and an active trading market in such shares may not develop or continue. Finally, there can be no assurance that the portfolio of securities purchased by an ETF to replicate a particular index will replicate such index. FLOATING RATE LOANS Most floating rate loans are acquired directly from the agent bank or from another holder of the loan by assignment. Most such loans are secured, and most impose restrictive covenants which must be met by the borrower. These loans are typically made by a syndicate of banks and institutional investors, represented by an agent bank which has negotiated and structured the loan and which is responsible generally for collecting interest, principal, and other amounts from the borrower on its own behalf and on behalf of the other lending institutions in the syndicate, and for enforcing its and their other rights against the borrower. Each of the lending institutions, including the agent bank, lends to the borrower a portion of the total amount of the loan, and retains the corresponding interest in the loan. Floating rate loans may include delayed draw term loans and prefunded or synthetic letters of credit. A fund's ability to receive payments of principal and interest and other amounts in connection with loans held by it will depend primarily on the financial condition of the borrower. The failure by the fund to receive scheduled interest or principal payments on a loan would adversely affect the income of the fund and would likely reduce the value of its assets, which would be reflected in a reduction in the fund's net asset value. Banks and other lending institutions generally perform a credit analysis of the borrower before originating a loan or purchasing an assignment in a loan. In selecting the loans in which the fund will invest, however, the investment manager will not rely on that credit analysis of the agent bank, but will perform its own investment analysis of the borrowers. The investment manager's analysis may include consideration of the borrower's financial strength and managerial experience, debt coverage, additional borrowing requirements or debt maturity schedules, changing financial conditions, and responsiveness to changes in business conditions and interest rates. The majority of loans the fund will invest in will be rated by one or more of the nationally recognized rating agencies. Investments in loans may be of any quality, including "distressed" loans, and will be subject to the fund's credit quality policy. Loans may be structured in different forms, including assignments and participations. In an assignment, a fund purchases an assignment of a portion of a lender's interest in a loan. In this case, the fund may be required generally Statement of Additional Information - Sept. 28, 2007 Page 25 to rely upon the assigning bank to demand payment and enforce its rights against the borrower, but would otherwise be entitled to all of such bank's rights in the loan. The borrower of a loan may, either at its own election or pursuant to terms of the loan documentation, prepay amounts of the loan from time to time. There is no assurance that a fund will be able to reinvest the proceeds of any loan prepayment at the same interest rate or on the same terms as those of the original loan. Corporate loans in which a fund may purchase a loan assignment are made generally to finance internal growth, mergers, acquisitions, recapitalizations, stock repurchases, leveraged buy-outs, dividend payments to sponsors and other corporate activities. Under current market conditions, most of the corporate loans purchased by the fund will represent loans made to highly leveraged corporate borrowers. The highly leveraged capital structure of the borrowers in such transactions may make such loans especially vulnerable to adverse changes in economic or market conditions. The fund may hold investments in loans for a very short period of time when opportunities to resell the investments that the investment manager believes are attractive arise. Certain of the loans acquired by a fund may involve revolving credit facilities under which a borrower may from time to time borrow and repay amounts up to the maximum amount of the facility. In such cases, the fund would have an obligation to advance its portion of such additional borrowings upon the terms specified in the loan assignment. To the extent that the fund is committed to make additional loans under such an assignment, it will at all times designate cash or securities in an amount sufficient to meet such commitments. Notwithstanding its intention in certain situations to not receive material, non-public information with respect to its management of investments in floating rate loans, the investment manager may from time to time come into possession of material, non-public information about the issuers of loans that may be held in a fund's portfolio. Possession of such information may in some instances occur despite the investment manager's efforts to avoid such possession, but in other instances the investment manager may choose to receive such information (for example, in connection with participation in a creditors' committee with respect to a financially distressed issuer). As, and to the extent, required by applicable law, the investment manager's ability to trade in these loans for the account of the fund could potentially be limited by its possession of such information. Such limitations on the investment manager's ability to trade could have an adverse effect on the fund by, for example, preventing the fund from selling a loan that is experiencing a material decline in value. In some instances, these trading restrictions could continue in effect for a substantial period of time. In some instances, other accounts managed by the investment manager may hold other securities issued by borrowers whose floating rate loans may be held in a fund's portfolio. These other securities may include, for example, debt securities that are subordinate to the floating rate loans held in the fund's portfolio, convertible debt or common or preferred equity securities. In certain circumstances, such as if the credit quality of the issuer deteriorates, the interests of holders of these other securities may conflict with the interests of the holders of the issuer's floating rate loans. In such cases, the investment manager may owe conflicting fiduciary duties to the fund and other client accounts. The investment manager will endeavor to carry out its obligations to all of its clients to the fullest extent possible, recognizing that in some cases certain clients may achieve a lower economic return, as a result of these conflicting client interests, than if the investment manager's client accounts collectively held only a single category of the issuer's securities. Although one or more of the other risks described in this SAI may apply, the largest risks associated with floating rate loans include: Credit Risk and Prepayment and Extension Risk. FOREIGN CURRENCY TRANSACTIONS Investments in foreign countries usually involve currencies of foreign countries. In addition, a fund may hold cash and cash equivalent investments in foreign currencies. As a result, the value of a fund's assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in currency exchange rates and exchange control regulations. Also, a fund may incur costs in connection with conversions between various currencies. Currency exchange rates may fluctuate significantly over short periods of time causing a fund's NAV (Net Asset Value) to fluctuate. Currency exchange rates are generally determined by the forces of supply and demand in the foreign exchange markets, actual or anticipated changes in interest rates, and other complex factors. Currency exchange rates Statement of Additional Information - Sept. 28, 2007 Page 26 also can be affected by the intervention of U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments. Spot Rates and Derivative Instruments. A fund may conduct its foreign currency exchange transactions either at the spot (cash) rate prevailing in the foreign currency exchange market or by entering into forward currency exchange contracts (forward contracts). (See also Derivative Instruments.) These contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. Because foreign currency transactions occurring in the interbank market might involve substantially larger amounts than those involved in the use of such derivative instruments, a fund could be disadvantaged by having to deal in the odd lot market for the underlying foreign currencies at prices that are less favorable than for round lots. A fund may enter into forward contracts for a variety of reasons, but primarily it will enter into such contracts for risk management (hedging) or for investment purposes. A fund may enter into forward contracts to settle a security transaction or handle dividend and interest collection. When a fund enters into a contract for the purchase or sale of a security denominated in a foreign currency or has been notified of a dividend or interest payment, it may desire to lock in the price of the security or the amount of the payment, usually in U.S. dollars, although it could desire to lock in the price of the security in another currency. By entering into a forward contract, a fund would be able to protect itself against a possible loss resulting from an adverse change in the relationship between different currencies from the date the security is purchased or sold to the date on which payment is made or received or when the dividend or interest is actually received. A fund may enter into forward contracts when management of the fund believes the currency of a particular foreign country may decline in value relative to another currency. When selling currencies forward in this fashion, a fund may seek to hedge the value of foreign securities it holds against an adverse move in exchange rates. The precise matching of forward contract amounts and the value of securities involved generally will not be possible since the future value of securities in foreign currencies more than likely will change between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movements is extremely difficult and successful execution of a short-term hedging strategy is highly uncertain. Unless specifically permitted, a fund would not enter into such forward contracts or maintain a net exposure to such contracts when consummating the contracts would obligate it to deliver an amount of foreign currency in excess of the value of its securities or other assets denominated in that currency. This method of protecting the value of the fund's securities against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange that can be achieved at some point in time. Although forward contracts tend to minimize the risk of loss due to a decline in value of hedged currency, they tend to limit any potential gain that might result should the value of such currency increase. A fund may also enter into forward contracts when its management believes the currency of a particular country will increase in value relative to another currency. A fund may buy currencies forward to gain exposure to a currency without incurring the additional costs of purchasing securities denominated in that currency. Absolute Return Currency and Income Fund is designed to invest in a combination of forward currency contracts and U.S. dollar-denominated market instruments in an attempt to obtain an investment result that is substantially the same as a direct investment in a foreign currency-denominated instrument. For example, the combination of U.S. dollar-denominated instruments with long forward currency exchange contracts creates a position economically equivalent to a position in the foreign currency, in anticipation of an increase in the value of the foreign currency against the U.S. dollar. Conversely, the combination of U.S. dollar-denominated instruments with short forward currency exchange contracts is economically equivalent to borrowing the foreign currency for delivery at a specified date in the future, in anticipation of a decrease in the value of the foreign currency against the U.S. dollar. This strategy may also be employed by other funds. Unanticipated changes in the currency exchange results could result in poorer performance for funds that enter into these types of transactions. A fund may designate cash or securities in an amount equal to the value of the fund's total assets committed to consummating forward contracts entered into under the circumstance set forth above. If the value of the securities declines, additional cash or securities will be designated on a daily basis so that the value of the cash or securities will equal the amount of the fund's commitments on such contracts. Statement of Additional Information - Sept. 28, 2007 Page 27 At maturity of a forward contract, a fund may either deliver (if a contract to sell) or take delivery of (if a contract to buy) the foreign currency or terminate its contractual obligation by entering into an offsetting contract with the same currency trader, the same maturity date, and covering the same amount of foreign currency. If a fund engages in an offsetting transaction, it would incur a gain or loss to the extent there has been movement in forward contract prices. If a fund engages in an offsetting transaction, it may subsequently enter into a new forward contract to buy or sell the foreign currency. Although a fund values its assets each business day in terms of U.S. dollars, it may not intend to convert its foreign currencies into U.S. dollars on a daily basis. It would do so from time to time, and shareholders should be aware of currency conversion costs. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (spread) between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to a fund at one rate, while offering a lesser rate of exchange should a fund desire to resell that currency to the dealer. For Absolute Return Currency and Income Fund, it is possible, under certain circumstances, including entering into forward currency contracts for investment purposes, that the fund may have to limit or restructure its forward contract currency transactions to qualify as a "regulated investment company" under the Internal Revenue Code. Options on Foreign Currencies. A fund may buy put and call options and write covered call and cash-secured put options on foreign currencies for hedging purposes and to gain exposure to foreign currencies. For example, a decline in the dollar value of a foreign currency in which securities are denominated will reduce the dollar value of such securities, even if their value in the foreign currency remains constant. In order to protect against the diminutions in the value of securities, a fund may buy put options on the foreign currency. If the value of the currency does decline, a fund would have the right to sell the currency for a fixed amount in dollars and would offset, in whole or in part, the adverse effect on its portfolio that otherwise would have resulted. Conversely, where a change in the dollar value of a currency would increase the cost of securities a fund plans to buy, or where a fund would benefit from increased exposure to the currency, a fund may buy call options on the foreign currency. The purchase of the options could offset, at least partially, the changes in exchange rates. As in the case of other types of options, however, the benefit to a fund derived from purchases of foreign currency options would be reduced by the amount of the premium and related transaction costs. In addition, where currency exchange rates do not move in the direction or to the extent anticipated, a fund could sustain losses on transactions in foreign currency options that would require it to forego a portion or all of the benefits of advantageous changes in rates. A fund may write options on foreign currencies for the same types of purposes. For example, when a fund anticipates a decline in the dollar value of foreign-denominated securities due to adverse fluctuations in exchange rates it could, instead of purchasing a put option, write a call option on the relevant currency. If the expected decline occurs, the option would most likely not be exercised and the diminution in value of securities would be fully or partially offset by the amount of the premium received. Similarly, instead of purchasing a call option when a foreign currency is expected to appreciate, a fund could write a put option on the relevant currency. If rates move in the manner projected, the put option would expire unexercised and allow the fund to hedge increased cost up to the amount of the premium. As in the case of other types of options, however, the writing of a foreign currency option will constitute only a partial hedge up to the amount of the premium, and only if rates move in the expected direction. If this does not occur, the option may be exercised and the fund would be required to buy or sell the underlying currency at a loss that may not be offset by the amount of the premium. Through the writing of options on foreign currencies, the fund also may be required to forego all or a portion of the benefits that might otherwise have been obtained from favorable movements on exchange rates. All options written on foreign currencies will be covered. An option written on foreign currencies is covered if a fund holds currency sufficient to cover the option or has an absolute and immediate right to acquire that currency without additional cash consideration upon conversion of assets denominated in that currency or exchange of other Statement of Additional Information - Sept. 28, 2007 Page 28 currency held in its portfolio. An option writer could lose amounts substantially in excess of its initial investments, due to the margin and collateral requirements associated with such positions. Options on foreign currencies are traded through financial institutions acting as market-makers, although foreign currency options also are traded on certain national securities exchanges, such as the Philadelphia Stock Exchange and the Chicago Board Options Exchange, subject to SEC regulation. In an over-the-counter trading environment, many of the protections afforded to exchange participants will not be available. For example, there are no daily price fluctuation limits, and adverse market movements could therefore continue to an unlimited extent over a period of time. Although the purchaser of an option cannot lose more than the amount of the premium plus related transaction costs, this entire amount could be lost. Foreign currency option positions entered into on a national securities exchange are cleared and guaranteed by the Options Clearing Corporation (OCC), thereby reducing the risk of counterparty default. Further, a liquid secondary market in options traded on a national securities exchange may be more readily available than in the over-the-counter market, potentially permitting a fund to liquidate open positions at a profit prior to exercise or expiration, or to limit losses in the event of adverse market movements. The purchase and sale of exchange-traded foreign currency options, however, is subject to the risks of availability of a liquid secondary market described above, as well as the risks regarding adverse market movements, margining of options written, the nature of the foreign currency market, possible intervention by governmental authorities and the effects of other political and economic events. In addition, exchange-traded options on foreign currencies involve certain risks not presented by the over-the-counter market. For example, exercise and settlement of such options must be made exclusively through the OCC, which has established banking relationships in certain foreign countries for that purpose. As a result, the OCC may, if it determines that foreign governmental restrictions or taxes would prevent the orderly settlement of foreign currency option exercises, or would result in undue burdens on OCC or its clearing member, impose special procedures on exercise and settlement, such as technical changes in the mechanics of delivery of currency, the fixing of dollar settlement prices or prohibitions on exercise. Foreign Currency Futures and Related Options. A fund may enter into currency futures contracts to buy or sell currencies. It also may buy put and call options and write covered call and cash-secured put options on currency futures. Currency futures contracts are similar to currency forward contracts, except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date. Most currency futures call for payment of delivery in U.S. dollars. A fund may use currency futures for the same purposes as currency forward contracts, subject to CFTC limitations. Currency futures and options on futures values can be expected to correlate with exchange rates, but will not reflect other factors that may affect the value of the fund's investments. A currency hedge, for example, should protect a Yen-denominated bond against a decline in the Yen, but will not protect a fund against price decline if the issuer's creditworthiness deteriorates. Because the value of a fund's investments denominated in foreign currency will change in response to many factors other than exchange rates, it may not be possible to match the amount of a forward contract to the value of a fund's investments denominated in that currency over time. A fund will hold securities or other options or futures positions whose values are expected to offset its obligations. The fund would not enter into an option or futures position that exposes the fund to an obligation to another party unless it owns either (i) an offsetting position in securities or (ii) cash, receivables and short-term debt securities with a value sufficient to cover its potential obligations. (See also Derivative Instruments and Foreign Securities.) Although one or more of the other risks described in this SAI may apply, the largest risks associated with foreign currency transactions include: Derivatives Risk, Interest Rate Risk, and Liquidity Risk. FOREIGN SECURITIES Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations involve special risks, including those set forth below, which are not typically associated with investing in U.S. securities. Foreign companies are not generally subject to uniform accounting, auditing, and financial reporting standards comparable to those applicable to domestic companies. Additionally, many foreign stock markets, while growing in volume of trading activity, have substantially less volume than the New York Stock Exchange, and Statement of Additional Information - Sept. 28, 2007 Page 29 securities of some foreign companies are less liquid and more volatile than securities of domestic companies. Similarly, volume and liquidity in most foreign bond markets are less than the volume and liquidity in the U.S. and, at times, volatility of price can be greater than in the U.S. Further, foreign markets have different clearance, settlement, registration, and communication procedures and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions making it difficult to conduct such transactions. Delays in such procedures could result in temporary periods when assets are uninvested and no return is earned on them. The inability of an investor to make intended security purchases due to such problems could cause the investor to miss attractive investment opportunities. Payment for securities without delivery may be required in certain foreign markets and, when participating in new issues, some foreign countries require payment to be made in advance of issuance (at the time of issuance, the market value of the security may be more or less than the purchase price). Some foreign markets also have compulsory depositories (i.e., an investor does not have a choice as to where the securities are held). Fixed commissions on some foreign stock exchanges are generally higher than negotiated commissions on U.S. exchanges. Further, an investor may encounter difficulties or be unable to pursue legal remedies and obtain judgments in foreign courts. There is generally less government supervision and regulation of business and industry practices, stock exchanges, brokers, and listed companies than in the U.S. It may be more difficult for an investor's agents to keep currently informed about corporate actions such as stock dividends or other matters that may affect the prices of portfolio securities. Communications between the U.S. and foreign countries may be less reliable than within the U.S., thus increasing the risk of delays or loss of certificates for portfolio securities. In addition, with respect to certain foreign countries, there is the possibility of nationalization, expropriation, the imposition of additional withholding or confiscatory taxes, political, social, or economic instability, diplomatic developments that could affect investments in those countries, or other unforeseen actions by regulatory bodies (such as changes to settlement or custody procedures). The risks of foreign investing may be magnified for investments in emerging markets, which may have relatively unstable governments, economies based on only a few industries, and securities markets that trade a small number of securities. The introduction of a single currency, the euro, on Jan. 1, 1999 for participating European nations in the Economic and Monetary Union (EU) presents unique uncertainties, including the legal treatment of certain outstanding financial contracts after Jan. 1, 1999 that refer to existing currencies rather than the euro; the establishment and maintenance of exchange rates; the fluctuation of the euro relative to non-euro currencies; whether the interest rate, tax or labor regimes of European countries participating in the euro will converge over time; and whether the admission of other countries such as Poland, Latvia, and Lithuania as members of the EU may have an impact on the euro. Although one or more of the other risks described in this SAI may apply, the largest risks associated with foreign securities include: Foreign/Emerging Markets Risk and Issuer Risk. FUNDING AGREEMENTS A fund may invest in funding agreements issued by domestic insurance companies. Funding agreements are short-term, privately placed, debt obligations of insurance companies that offer a fixed- or floating-rate of interest. These investments are not readily marketable and therefore are considered to be illiquid securities. (See also Illiquid and Restricted Securities.) Although one or more of the other risks described in this SAI may apply, the largest risks associated with funding agreements include: Credit Risk and Liquidity Risk. HIGH-YIELD DEBT SECURITIES (JUNK BONDS) High yield (high-risk) debt securities are sometimes referred to as junk bonds. They are non-investment grade (lower quality) securities that have speculative characteristics. Lower quality securities, while generally offering higher yields than investment grade securities with similar maturities, involve greater risks, including the possibility of default or bankruptcy. They are regarded as predominantly speculative with respect to the issuer's capacity to pay Statement of Additional Information - Sept. 28, 2007 Page 30 interest and repay principal. The special risk considerations in connection with investments in these securities are discussed below. See Appendix A for a discussion of securities ratings. (See also Debt Obligations.) All fixed rate interest-bearing securities typically experience appreciation when interest rates decline and depreciation when interest rates rise. The market values of lower-quality and comparable unrated securities tend to reflect individual corporate developments to a greater extent than do higher rated securities, which react primarily to fluctuations in the general level of interest rates. Lower-quality and comparable unrated securities also tend to be more sensitive to economic conditions than are higher-rated securities. As a result, they generally involve more credit risks than securities in the higher-rated categories. During an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of lower-quality securities may experience financial stress and may not have sufficient revenues to meet their payment obligations. The issuer's ability to service its debt obligations also may be adversely affected by specific corporate developments, the issuer's inability to meet specific projected business forecasts, or the unavailability of additional financing. The risk of loss due to default by an issuer of these securities is significantly greater than a default by issuers of higher-rated securities because such securities are generally unsecured and are often subordinated to other creditors. Further, if the issuer of a lower quality security defaulted, an investor might incur additional expenses to seek recovery. Credit ratings issued by credit rating agencies are designed to evaluate the safety of principal and interest payments of rated securities. They do not, however, evaluate the market value risk of lower-quality securities and, therefore, may not fully reflect the true risks of an investment. In addition, credit rating agencies may or may not make timely changes in a rating to reflect changes in the economy or in the condition of the issuer that affect the market value of the securities. Consequently, credit ratings are used only as a preliminary indicator of investment quality. An investor may have difficulty disposing of certain lower-quality and comparable unrated securities because there may be a thin trading market for such securities. Because not all dealers maintain markets in all lower quality and comparable unrated securities, there is no established retail secondary market for many of these securities. To the extent a secondary trading market does exist, it is generally not as liquid as the secondary market for higher-rated securities. The lack of a liquid secondary market may have an adverse impact on the market price of the security. The lack of a liquid secondary market for certain securities also may make it more difficult for an investor to obtain accurate market quotations. Market quotations are generally available on many lower-quality and comparable unrated issues only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales. Legislation may be adopted from time to time designed to limit the use of certain lower quality and comparable unrated securities by certain issuers. Although one or more of the other risks described in this SAI may apply, the largest risks associated with high-yield debt securities include: Credit Risk, Interest Rate Risk, and Prepayment and Extension Risk. ILLIQUID AND RESTRICTED SECURITIES Illiquid securities are securities that are not readily marketable. These securities may include, but are not limited to, certain securities that are subject to legal or contractual restrictions on resale, certain repurchase agreements, and derivative instruments. To the extent a fund invests in illiquid or restricted securities, it may encounter difficulty in determining a market value for the securities. Disposing of illiquid or restricted securities may involve time-consuming negotiations and legal expense, and it may be difficult or impossible for a fund to sell the investment promptly and at an acceptable price. In determining the liquidity of all securities and derivatives, such as Rule 144A securities, which are unregistered securities offered to qualified institutional buyers, and interest-only and principal-only fixed mortgage-backed securities (IOs and POs) issued by the U.S. government or its agencies and instrumentalities the investment manager, under guidelines established by the Board, will consider any relevant factors including the frequency of trades, the number of dealers willing to purchase or sell the security and the nature of marketplace trades. Although one or more of the other risks described in this SAI may apply, the largest risks associated with illiquid and restricted securities include: Liquidity Risk. Statement of Additional Information - Sept. 28, 2007 Page 31 INDEXED SECURITIES The value of indexed securities is linked to currencies, interest rates, commodities, indexes, or other financial indicators. Most indexed securities are short- to intermediate-term fixed income securities whose values at maturity or interest rates rise or fall according to the change in one or more specified underlying instruments. Indexed securities may be more volatile than the underlying instrument itself and they may be less liquid than the securities represented by the index. (See also Derivative Instruments.) Although one or more of the other risks described in this SAI may apply, the largest risks associated with indexed securities include: Liquidity Risk and Market Risk. INFLATION PROTECTED SECURITIES Inflation is a general rise in prices of goods and services. Inflation erodes the purchasing power of an investor's assets. For example, if an investment provides a total return of 7% in a given year and inflation is 3% during that period, the inflation-adjusted, or real, return is 4%. Inflation-protected securities are debt securities whose principal and/or interest payments are adjusted for inflation, unlike debt securities that make fixed principal and interest payments. One type of inflation-protected debt security is issued by the U.S. Treasury. The principal of these securities is adjusted for inflation as indicated by the Consumer Price Index for Urban Consumers (CPI) and interest is paid on the adjusted amount. The CPI is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. If the CPI falls, the principal value of inflation-protected securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Conversely, if the CPI rises, the principal value of inflation-protected securities will be adjusted upward, and consequently the interest payable on these securities will be increased. Repayment of the original bond principal upon maturity is guaranteed in the case of U.S. Treasury inflation-protected securities, even during a period of deflation. However, the current market value of the inflation-protected securities is not guaranteed and will fluctuate. Other inflation-indexed securities include inflation-related bonds, which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal. Other issuers of inflation-protected debt securities include other U.S. government agencies or instrumentalities, corporations and foreign governments. There can be no assurance that the CPI or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond's inflation measure. Any increase in principal for an inflation-protected security resulting from inflation adjustments is considered by IRS regulations to be taxable income in the year it occurs. For direct holders of an inflation-protected security, this means that taxes must be paid on principal adjustments even though these amounts are not received until the bond matures. By contrast, a fund holding these securities distributes both interest income and the income attributable to principal adjustments in the form of cash or reinvested shares, which are taxable to shareholders. Although one or more of the other risks described in this SAI may apply, the largest risks associated with inflation-protected securities include: Interest Rate Risk and Market Risk. INITIAL PUBLIC OFFERINGS (IPOS) Companies issuing IPOs generally have limited operating histories, and their prospects for future profitability are uncertain. These companies often are engaged in new and evolving businesses and are particularly vulnerable to competition and to changes in technology, markets and economic conditions. They may be dependent on certain key managers and third parties, need more personnel and other resources to manage growth and require significant additional capital. They may also be dependent on limited product lines and uncertain property rights and need regulatory approvals. Funds that invest in IPOs can be affected by sales of additional shares and by concentration of control in existing management and principal shareholders. Stock prices of IPOs can also be highly unstable, due to Statement of Additional Information - Sept. 28, 2007 Page 32 the absence of a prior public market, the small number of shares available for trading and limited investor information. Most IPOs involve a high degree of risk not normally associated with offerings of more seasoned companies. Although one or more risks described in this SAI may apply, the largest risks associated with IPOs include: Small and Mid-Sized Company Risk and Initial Public Offering (IPO) Risk. INVERSE FLOATERS Inverse floaters or inverse floating rate securities are a type of derivative long-term fixed income obligation with a floating or variable interest rate that moves in the opposite direction of short-term interest rates. As short-term interest rates go down, the holders of the inverse floaters receive more income and, as short-term interest rates go up, the holders of the inverse floaters receive less income. As with all long-term fixed income securities, the price of the inverse floater moves inversely with long-term interest rates; as long-term interest rates go down, the price of the inverse floater moves up and, when long-term interest rates go up, the price of the inverse floater moves down. While inverse floater securities tend to provide more income than similar term and credit quality fixed-rate bonds, they also exhibit greater volatility in price movement (both up and down). In the municipal market an inverse floater is typically created when the owner of a municipal fixed rate bond transfers that bond to a trust in exchange for cash and a residual interest in the trust's assets and cash flows (inverse floater certificates). The trust funds the purchase of the bond by issuing two classes of certificates: short-term floating rate notes (typically sold to third parties) and the inverse floaters (also known as residual certificates). No additional income beyond that provided by the trust's underlying bond is created; rather, that income is merely divided-up between the two classes of certificates. The holder of the inverse floating rate securities typically has the right to (1) cause the holders of the short-term floating rate notes to tender their notes at par ($100) and (2) to return the inverse floaters and withdraw the underlying bonds, thereby collapsing the trust. (See also Derivative Instruments.) Although one or more of the other risks described in this SAI may apply, the largest risks associated with transactions in inverse floaters include: Interest Rate Risk, Credit Risk, Liquidity Risk and Market Risk. INVESTMENT COMPANIES Investing in securities issued by registered and unregistered investment companies may involve the duplication of advisory fees and certain other expenses. Although one or more of the other risks described in this SAI may apply, the largest risks associated with the securities of other investment companies include: Market Risk. LENDING OF PORTFOLIO SECURITIES A fund may lend certain of its portfolio securities. The current policy of the Board is to make these loans, either long- or short-term, to broker-dealers. Loans will be structured in a manner that will enable a fund to call the loan in order to vote in a proxy solicitation if the fund has knowledge of a material event to be voted on that would affect the fund's investment in the loaned security. In making loans, the lender receives the market price in cash, U.S. government securities, letters of credit, or such other collateral as may be permitted by regulatory agencies and approved by the Board. If the market price of the loaned securities goes up, the lender will get additional collateral on a daily basis. If the market price of the loaned securities goes down, the borrower may request that some collateral be returned. The risks are that the borrower may not provide additional collateral when required or return the securities when due. During the existence of the loan, the lender receives cash payments equivalent to all interest or other distributions paid on the loaned securities. The lender may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or money market instruments held as collateral to the borrower or placing broker. The lender will receive reasonable interest on the loan or a flat fee from the borrower and amounts equivalent to any dividends, interest, or other distributions on the securities loaned. Although one or more of the other risks described in this SAI may apply, the largest risks associated with the lending of portfolio securities include: Credit Risk. Statement of Additional Information - Sept. 28, 2007 Page 33 LOAN PARTICIPATIONS Loans, loan participations, and interests in securitized loan pools are interests in amounts owed by a corporate, governmental, or other borrower to a lender or consortium of lenders (typically banks, insurance companies, investment banks, government agencies, or international agencies). Loans involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to an investor in the event of fraud or misrepresentation. Although one or more of the other risks described in this SAI may apply, the largest risks associated with loan participations include: Credit Risk. MORTGAGE- AND ASSET-BACKED SECURITIES Mortgage-backed securities represent direct or indirect participations in, or are secured by and payable from, mortgage loans secured by real property, and include single- and multi-class pass-through securities and Collateralized Mortgage Obligations (CMOs). These securities may be issued or guaranteed by U.S. government agencies or instrumentalities (see also Agency and Government Securities), or by private issuers, generally originators and investors in mortgage loans, including savings associations, mortgage bankers, commercial banks, investment bankers, and special purpose entities. Mortgage-backed securities issued by private lenders may be supported by pools of mortgage loans or other mortgage-backed securities that are guaranteed, directly or indirectly, by the U.S. government or one of its agencies or instrumentalities, or they may be issued without any governmental guarantee of the underlying mortgage assets but with some form of non-governmental credit enhancement. Commercial mortgage-backed securities (CMBS) are a specific type of mortgage-backed security collateralized by a pool of mortgages on commercial real estate. Stripped mortgage-backed securities are a type of mortgage-backed security that receive differing proportions of the interest and principal payments from the underlying assets. Generally, there are two classes of stripped mortgage-backed securities: Interest Only (IO) and Principal Only (PO). IOs entitle the holder to receive distributions consisting of all or a portion of the interest on the underlying pool of mortgage loans or mortgage-backed securities. POs entitle the holder to receive distributions consisting of all or a portion of the principal of the underlying pool of mortgage loans or mortgage-backed securities. The cash flows and yields on IOs and POs are extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage loans or mortgage-backed securities. A rapid rate of principal payments may adversely affect the yield to maturity of IOs. A slow rate of principal payments may adversely affect the yield to maturity of POs. If prepayments of principal are greater than anticipated, an investor in IOs may incur substantial losses. If prepayments of principal are slower than anticipated, the yield on a PO will be affected more severely than would be the case with a traditional mortgage-backed security. CMOs are hybrid mortgage-related instruments secured by pools of mortgage loans or other mortgage-related securities, such as mortgage pass through securities or stripped mortgage-backed securities. CMOs may be structured into multiple classes, often referred to as "tranches," with each class bearing a different stated maturity and entitled to a different schedule for payments of principal and interest, including prepayments. Principal prepayments on collateral underlying a CMO may cause it to be retired substantially earlier than its stated maturity. The yield characteristics of mortgage-backed securities differ from those of other debt securities. Among the differences are that interest and principal payments are made more frequently on mortgage-backed securities, usually monthly, and principal may be repaid at any time. These factors may reduce the expected yield. Asset-backed securities have structural characteristics similar to mortgage-backed securities. Asset-backed debt obligations represent direct or indirect participation in, or secured by and payable from, assets such as motor vehicle installment sales contracts, other installment loan contracts, home equity loans, leases of various types of property, and receivables from credit card or other revolving credit arrangements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities. Payments or distributions of principal and interest on asset-backed debt obligations may be supported by non-governmental credit enhancements including letters of credit, reserve funds, overcollateralization, and guarantees by third parties. The market for privately issued asset-backed debt obligations is smaller and less liquid than the market for government sponsored mortgage-backed securities. (See also Derivative Instruments.) Statement of Additional Information - Sept. 28, 2007 Page 34 Although one or more of the other risks described in this SAI may apply, the largest risks associated with mortgage and asset-backed securities include: Credit Risk, Interest Rate Risk, Liquidity Risk, and Prepayment and Extension Risk. MORTGAGE DOLLAR ROLLS Mortgage dollar rolls are investments in which an investor sells mortgage-backed securities for delivery in the current month and simultaneously contracts to purchase substantially similar securities on a specified future date. While an investor foregoes principal and interest paid on the mortgage-backed securities during the roll period, the investor is compensated by the difference between the current sales price and the lower price for the future purchase as well as by any interest earned on the proceeds of the initial sale. The investor also could be compensated through the receipt of fee income equivalent to a lower forward price. Although one or more of the other risks described in this SAI may apply, the largest risks associated with mortgage dollar rolls include: Credit Risk and Interest Rate Risk. MUNICIPAL OBLIGATIONS Municipal obligations include debt obligations issued by or on behalf of states, territories, possessions, or sovereign nations within the territorial boundaries of the United States (including the District of Columbia and Puerto Rico). The interest on these obligations is generally exempt from federal income tax. Municipal obligations are generally classified as either "general obligations" or "revenue obligations." General obligation bonds are secured by the issuer's pledge of its full faith, credit, and taxing power for the payment of interest and principal. Revenue bonds are payable only from the revenues derived from a project or facility or from the proceeds of a specified revenue source. Industrial development bonds are generally revenue bonds secured by payments from and the credit of private users. Municipal notes are issued to meet the short-term funding requirements of state, regional, and local governments. Municipal notes include tax anticipation notes, bond anticipation notes, revenue anticipation notes, tax and revenue anticipation notes, construction loan notes, short-term discount notes, tax-exempt commercial paper, demand notes, and similar instruments. Municipal lease obligations may take the form of a lease, an installment purchase, or a conditional sales contract. They are issued by state and local governments and authorities to acquire land, equipment, and facilities. An investor may purchase these obligations directly, or it may purchase participation interests in such obligations. Municipal leases may be subject to greater risks than general obligation or revenue bonds. State constitutions and statutes set forth requirements that states or municipalities must meet in order to issue municipal obligations. Municipal leases may contain a covenant by the state or municipality to budget for and make payments due under the obligation. Certain municipal leases may, however, provide that the issuer is not obligated to make payments on the obligation in future years unless funds have been appropriated for this purpose each year. Yields on municipal bonds and notes depend on a variety of factors, including money market conditions, municipal bond market conditions, the size of a particular offering, the maturity of the obligation, and the rating of the issue. The municipal bond market has a large number of different issuers, many having smaller sized bond issues, and a wide choice of different maturities within each issue. For these reasons, most municipal bonds do not trade on a daily basis and many trade only rarely. Because many of these bonds trade infrequently, the spread between the bid and offer may be wider and the time needed to develop a bid or an offer may be longer than other security markets. See Appendix A for a discussion of securities ratings. (See also Debt Obligations.) Taxable Municipal Obligations. There is another type of municipal obligation that is subject to federal income tax for a variety of reasons. These municipal obligations do not qualify for the federal income exemption because (a) they did not receive necessary authorization for tax-exempt treatment from state or local government authorities, (b) they exceed certain regulatory limitations on the cost of issuance for tax-exempt financing or (c) they finance public or private activities that do not qualify for the federal income tax exemption. These non-qualifying activities might include, for example, certain types of multi-family housing, certain professional and local sports facilities, refinancing of certain municipal debt, and borrowing to replenish a municipality's underfunded pension plan. Although one or more of the other risks described in this SAI may apply, the largest risks associated with municipal obligations include: Credit Risk, Inflation Risk, Interest Rate Risk, and Market Risk. Statement of Additional Information - Sept. 28, 2007 Page 35 PREFERRED STOCK Preferred stock is a type of stock that pays dividends at a specified rate and that has preference over common stock in the payment of dividends and the liquidation of assets. Preferred stock does not ordinarily carry voting rights. The price of a preferred stock is generally determined by earnings, type of products or services, projected growth rates, experience of management, liquidity, and general market conditions of the markets on which the stock trades. Although one or more of the other risks described in this SAI may apply, the largest risks associated with preferred stock include: Issuer Risk and Market Risk. REAL ESTATE INVESTMENT TRUSTS Real estate investment trusts (REITs) are pooled investment vehicles that manage a portfolio of real estate or real estate related loans to earn profits for their shareholders. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property, such as shopping centers, nursing homes, office buildings, apartment complexes, and hotels, and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. REITs can be subject to extreme volatility due to fluctuations in the demand for real estate, changes in interest rates, and adverse economic conditions. Similar to investment companies, REITs are not taxed on income distributed to shareholders provided they comply with certain requirements under the tax law. The failure of a REIT to continue to qualify as a REIT for tax purposes can materially affect its value. A fund will indirectly bear its proportionate share of any expenses paid by a REIT in which it invests. REITs often do not provide complete tax information until after the calendar year-end. Consequently, because of the delay, it may be necessary for a fund investing in REITs to request permission to extend the deadline for issuance of Forms 1099-DIV beyond January 31. In the alternative, amended Forms 1099-DIV may be sent. Although one or more of the other risks described in this SAI may apply, the largest risks associated with REITs include: Interest Rate Risk, Issuer Risk and Market Risk. REPURCHASE AGREEMENTS Repurchase agreements may be entered into with certain banks or non-bank dealers. In a repurchase agreement, the purchaser buys a security at one price, and at the time of sale, the seller agrees to repurchase the obligation at a mutually agreed upon time and price (usually within seven days). The repurchase agreement determines the yield during the purchaser's holding period, while the seller's obligation to repurchase is secured by the value of the underlying security. Repurchase agreements could involve certain risks in the event of a default or insolvency of the other party to the agreement, including possible delays or restrictions upon the purchaser's ability to dispose of the underlying securities. Although one or more of the other risks described in this SAI may apply, the largest risks associated with repurchase agreements include: Credit Risk. REVERSE REPURCHASE AGREEMENTS In a reverse repurchase agreement, an investor sells a security and enters into an agreement to repurchase the security at a specified future date and price. The investor generally retains the right to interest and principal payments on the security. Since the investor receives cash upon entering into a reverse repurchase agreement, it may be considered a borrowing. (See also Derivative Instruments.) Although one or more of the other risks described in this SAI may apply, the largest risks associated with reverse repurchase agreements include: Credit Risk and Interest Rate Risk. SHORT SALES With short sales, an investor sells a security that it does not own in anticipation of a decline in the market value of the security. To complete the transaction, the investor must borrow the security to make delivery to the buyer. The investor is obligated to replace the security that was borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the investor sold the security. A Statement of Additional Information - Sept. 28, 2007 Page 36 fund that is allowed to engage in short sales will designate cash or liquid securities to cover its open short positions. Those funds also may engage in "short sales against the box," a form of short-selling that involves selling a security that an investor owns (or has an unconditioned right to purchase) for delivery at a specified date in the future. This technique allows an investor to hedge protectively against anticipated declines in the market of its securities. If the value of the securities sold short increased between the date of the short sale and the date on which the borrowed security is replaced, the investor loses the opportunity to participate in the gain. A "short sale against the box" will result in a constructive sale of appreciated securities thereby generating capital gains to a fund. Although one or more of the other risks described in this SAI may apply, the largest risks associated with short sales include: Market Risk. SOVEREIGN DEBT A sovereign debtor's willingness or ability to repay principal and pay interest in a timely manner may be affected by a variety of factors, including its cash flow situation, the extent of its reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor's policy toward international lenders, and the political constraints to which a sovereign debtor may be subject. (See also Foreign Securities.) With respect to sovereign debt of emerging market issuers, investors should be aware that certain emerging market countries are among the largest debtors to commercial banks and foreign governments. At times, certain emerging market countries have declared moratoria on the payment of principal and interest on external debt. Certain emerging market countries have experienced difficulty in servicing their sovereign debt on a timely basis that led to defaults and the restructuring of certain indebtedness. Sovereign debt includes Brady Bonds, which are securities issued under the framework of the Brady Plan, an initiative announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external commercial bank indebtedness. Although one or more of the other risks described in this SAI may apply, the largest risks associated with sovereign debt include: Credit Risk and Foreign/Emerging Markets Risk. STRUCTURED INVESTMENTS A structured investment is a security whose return is tied to an underlying index or to some other security or pool of assets. Structured investments generally are individually negotiated agreements and may be traded over-the-counter. Structured investments are created and operated to restructure the investment characteristics of the underlying security. This restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, of specified instruments, such as commercial bank loans, and the issuance by that entity of one or more classes of debt obligations ("structured securities") backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured securities to create securities with different investment characteristics, such as varying maturities, payment priorities, and interest rate provisions. The extent of the payments made with respect to structured securities is dependent on the extent of the cash flow on the underlying instruments. Because structured securities typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. Structured securities are often offered in different classes. As a result a given class of a structured security may be either subordinated or unsubordinated to the right of payment of another class. Subordinated structured securities typically have higher yields and present greater risks than unsubordinated structured securities. Structured securities are typically sold in private placement transactions, and at any given time there may be no active trading market for a particular structured security. Although one or more of the other risks described in this SAI may apply, the largest risks associated with structured investments include: Credit Risk and Liquidity Risk. SWAP AGREEMENTS Swap agreements are typically individually negotiated agreements that obligate two parties to exchange payments based on a reference to a specified asset, reference rate or index. Swap agreements will tend to shift a party's Statement of Additional Information - Sept. 28, 2007 Page 37 investment exposure from one type of investment to another. A swap agreement can increase or decrease the volatility of a fund's investments and its net asset value. Swap agreements are traded in the over-the-counter market and may be considered to be illiquid. Swap agreements entail the risk that a party will default on its payment obligations. A fund will enter into a swap agreement only if the claims-paying ability of the other party or its guarantor is considered to be investment grade by the investment manager. Generally, the unsecured senior debt or the claims-paying ability of the other party or its guarantor must be rated in one of the three highest rating categories of at least one Nationally Recognized Statistical Rating Organization (NRSRO) at the time of entering into the transaction. If there is a default by the other party to such a transaction, a fund will have to rely on its contractual remedies (which may be limited by bankruptcy, insolvency or similar laws) pursuant to the agreements related to the transaction. In certain circumstances, a fund may seek to minimize counterparty risk by requiring the counterparty to post collateral. Swap agreements are usually entered into without an upfront payment because the value of each party's position is the same. The market values of the underlying commitments will change over time resulting in one of the commitments being worth more than the other and the net market value creating a risk exposure for one counterparty or the other. Interest Rate Swaps. Interest rate swap agreements are often used to obtain or preserve a desired return or spread at a lower cost than through a direct investment in an instrument that yields the desired return or spread. They are financial instruments that involve the exchange of one type of interest rate for another type of interest rate cash flow on specified dates in the future. In a standard interest rate swap transaction, two parties agree to exchange their respective commitments to pay fixed or floating rates on a predetermined specified (notional) amount. The swap agreement notional amount is the predetermined basis for calculating the obligations that the swap counterparties have agreed to exchange. Under most swap agreements, the obligations of the parties are exchanged on a net basis. The two payment streams are netted out, with each party receiving or paying, as the case may be, only the net amount of the two payments. Interest rate swaps can be based on various measures of interest rates, including LIBOR, swap rates, treasury rates and other foreign interest rates. Cross Currency Swaps. Cross currency swaps are similar to interest rate swaps, except that they involve multiple currencies. A fund may enter into a currency swap when it has exposure to one currency and desires exposure to a different currency. Typically the interest rates that determine the currency swap payments are fixed, although occasionally one or both parties may pay a floating rate of interest. Unlike an interest rate swap, however, the principal amounts are exchanged at the beginning of the contract and returned at the end of the contract. In addition to paying and receiving amounts at the beginning and termination of the agreements, both sides will also have to pay in full periodically based upon the currency they have borrowed. Change in foreign exchange rates and changes in interest rates, as described above, may negatively affect currency swaps. Total Return Swaps. Total return swaps are contracts in which one party agrees to make periodic payments based on the change in market value of the underlying assets, which may include a specified security, basket of securities or security indexes during the specified period, in return for periodic payments based on a fixed or variable interest rate of the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or market. For example, CMBS total return swaps are bilateral financial contracts designed to replicate synthetically the total returns of collateralized mortgage-backed securities. In a typical total return equity swap, payments made by the fund or the counterparty are based on the total return of a particular reference asset or assets (such as an equity security, a combination of such securities, or an index). That is, one party agrees to pay another party the return on a stock, basket of stocks, or stock index in return for a specified interest rate. By entering into an equity index swap, for example, the index receiver can gain exposure to stocks making up the index of securities without actually purchasing those stocks. Total return swaps involve not only the risk associated with the investment in the underlying securities, but also the risk of the counterparty not fulfilling its obligations under the agreement. Swaption Transaction. A swaption is an option on a swap agreement and a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms, in return for payment of the purchase price (the "premium") of the option. The fund may write (sell) and purchase put and call swaptions to the same Statement of Additional Information - Sept. 28, 2007 Page 38 extent it may make use of standard options on securities or other instruments. The writer of the contract receives the premium and bears the risk of unfavorable changes in the market value on the underlying swap agreement. Swaptions can be bundled and sold as a package. These are commonly called interest rate caps, floors and collars. In interest rate cap transactions, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or cap. Interest rate floor transactions require one party, in exchange for a premium to agree to make payments to the other to the extent that interest rates fall below a specified level, or floor. In interest rate collar transactions, one party sells a cap and purchases a floor, or vice versa, in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels or collar amounts. Credit Default Swaps. Credit default swaps are contracts in which third party credit risk is transferred from one party to another party by one party, the protection buyer, making payments to the other party, the protection seller, in return for the ability of the protection buyer to deliver a reference obligation, or portfolio of reference obligations, to the protection seller upon the occurrence of certain credit events relating to the issuer of the reference obligation and receive the notional amount of the reference obligation from the protection seller. A fund may use credit default swaps for various purposes including to increase or decrease its credit exposure to various issuers. For example, as a seller in a transaction, a fund could use credit default swaps as a way of increasing investment exposure to a particular issuer's bonds in lieu of purchasing such bonds directly. Similarly, as a buyer in a transaction, a fund may use credit default swaps to hedge its exposure on bonds that it owns or in lieu of selling such bonds. A credit default swap agreement may have as reference obligations one or more securities that are not currently held by the fund. The fund may be either the buyer or seller in the transaction. Credit default swaps may also be structured based on the debt of a basket of issuers, rather than a single issuer, and may be customized with respect to the default event that triggers purchase or other factors. As a seller, the fund generally receives an up front payment or a fixed rate of income throughout the term of the swap, which typically is between six months and three years, provided that there is no credit event. If a credit event occurs, generally the seller must pay the buyer the full face amount of deliverable obligations of the reference obligations that may have little or no value. If the fund is a buyer and no credit event occurs, the fund recovers nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference obligation that may have little or no value. Credit default swap agreements can involve greater risks than if a fund had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to counterparty credit risk, leverage risk, hedging risk, correlation risk and liquidity risk. A fund will enter into credit default swap agreements only with counterparties that meet certain standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. A fund's obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the fund). In connection with credit default swaps in which a fund is the buyer, the fund will segregate or "earmark" cash or other liquid assets, or enter into certain offsetting positions, with a value at least equal to the fund's exposure (any accrued but unpaid net amounts owed by the fund to any counterparty), on a marked-to-market basis. In connection with credit default swaps in which a fund is the seller, the fund will segregate or "earmark" cash or other liquid assets, or enter into offsetting positions, with a value at least equal to the full notional amount of the swap (minus any amounts owed to the fund). Such segregation or "earmarking" will ensure that the fund has assets available to satisfy its obligations with respect to the transaction. Such segregation or "earmarking" will not limit the fund's exposure to loss. The use of swap agreements by a fund entails certain risks, which may be different from, or possibly greater than, the risks associated with investing directly in the securities and other investments that are the referenced asset for the swap agreement. Swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with stocks, bonds, and other traditional investments. The use of a swap requires an understanding not only of the referenced asset, reference rate, or index, but also of the swap itself, without the benefit of observing the performance of the swap under all the possible market conditions. Because some swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference Statement of Additional Information - Sept. 28, 2007 Page 39 rate, or index can result in a loss substantially greater than the amount invested in the swap itself. Certain swaps have the potential for unlimited loss, regardless of the size of the initial investment. Although one or more of the other risks described in this SAI may apply, the largest risks associated with swaps include: Credit Risk, Liquidity Risk and Market Risk. VARIABLE- OR FLOATING-RATE SECURITIES Variable-rate securities provide for automatic establishment of a new interest rate at fixed intervals (daily, monthly, semiannually, etc.). Floating-rate securities generally provide for automatic adjustment of the interest rate whenever some specified interest rate index changes. Variable- or floating-rate securities frequently include a demand feature enabling the holder to sell the securities to the issuer at par. In many cases, the demand feature can be exercised at any time. Some securities that do not have variable or floating interest rates may be accompanied by puts producing similar results and price characteristics. Variable-rate demand notes include master demand notes that are obligations that permit the investor to invest fluctuating amounts, which may change daily without penalty, pursuant to direct arrangements between the investor as lender, and the borrower. The interest rates on these notes fluctuate from time to time. The issuer of such obligations normally has a corresponding right, after a given period, to prepay in its discretion the outstanding principal amount of the obligations plus accrued interest upon a specified number of days' notice to the holders of such obligations. Because these obligations are direct lending arrangements between the lender and borrower, it is not contemplated that such instruments generally will be traded. There generally is not an established secondary market for these obligations. Accordingly, where these obligations are not secured by letters of credit or other credit support arrangements, the lender's right to redeem is dependent on the ability of the borrower to pay principal and interest on demand. Such obligations frequently are not rated by credit rating agencies and may involve heightened risk of default by the issuer. Although one or more of the other risks described in this SAI may apply, the largest risks associated with variable-or floating-rate securities include: Credit Risk. WARRANTS Warrants are securities giving the holder the right, but not the obligation, to buy the stock of an issuer at a given price (generally higher than the value of the stock at the time of issuance) during a specified period or perpetually. Warrants may be acquired separately or in connection with the acquisition of securities. Warrants do not carry with them the right to dividends or voting rights and they do not represent any rights in the assets of the issuer. Warrants may be considered to have more speculative characteristics than certain other types of investments. In addition, the value of a warrant does not necessarily change with the value of the underlying securities, and a warrant ceases to have value if it is not exercised prior to its expiration date. Although one or more of the other risks described in this SAI may apply, the largest risks associated with warrants include: Market Risk. WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS When-issued securities and forward commitments involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Normally, the settlement date occurs within 45 days of the purchase although in some cases settlement may take longer. The investor does not pay for the securities or receive dividends or interest on them until the contractual settlement date. Such instruments involve the risk of loss if the value of the security to be purchased declines prior to the settlement date and the risk that the security will not be issued as anticipated. If the security is not issued as anticipated, a fund may lose the opportunity to obtain a price and yield considered to be advantageous. Although one or more of the other risks described in this SAI may apply, the largest risks associated with when-issued securities and forward commitments include: Credit Risk. ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES These securities are debt obligations that do not make regular cash interest payments (see also Debt Obligations). Zero-coupon and step-coupon securities are sold at a deep discount to their face value because they do not pay interest until maturity. Pay-in-kind securities pay interest through the issuance of additional securities. Because these Statement of Additional Information - Sept. 28, 2007 Page 40 securities do not pay current cash income, the price of these securities can be extremely volatile when interest rates fluctuate. See Appendix A for a discussion of securities ratings. Although one or more of the other risks described in this SAI may apply, the largest risks associated with zero-coupon, step-coupon, and pay-in-kind securities include: Credit Risk and Interest Rate Risk. A fund cannot issue senior securities but this does not prohibit certain investment activities for which assets of the fund are set aside, or margin, collateral or escrow arrangements are established, to cover the related obligations. Examples of those activities include borrowing money, delayed-delivery and when-issued securities transactions, and contracts to buy or sell options, derivatives, and hedging instruments. SECURITIES TRANSACTIONS Except as otherwise noted, the description of policies and procedures in this section also applies to any fund subadviser. Subject to policies set by the Board, as well as the terms of the investment management agreements, the investment manager or subadviser is authorized to determine, consistent with a fund's investment objective and policies, which securities will be purchased, held, or sold. In determining where the buy and sell orders are to be placed, the investment manager has been directed to use its best efforts to obtain the best available price and the most favorable execution except where otherwise authorized by the Board. Each fund, the investment manager, any subadviser and Ameriprise Financial Services, Inc. and RiverSource Distributors, Inc. (each a principal underwriter and distributor of the Funds) has a strict Code of Ethics that prohibits affiliated personnel from engaging in personal investment activities that compete with or attempt to take advantage of planned portfolio transactions for the fund. A fund's securities may be traded on an agency basis with brokers or dealers or on a principal basis with dealers. In an agency trade, the broker-dealer generally is paid a commission. In a principal trade, the investment manager will trade directly with the issuer or with a dealer who buys or sells for its own account, rather than acting on behalf of another client. The investment manager generally does not pay the dealer a commission. Instead, the dealer's profit, if any, is the difference, or spread, between the dealer's purchase and sale price for the security. BROKER-DEALER SELECTION In selecting broker-dealers to execute transactions, the investment manager and each subadviser will consider from among such factors as the ability to minimize trading costs, trading expertise, infrastructure, ability to provide information or services, financial condition, confidentiality, competitiveness of commission rates, evaluations of execution quality, promptness of execution, past history, ability to prospect for and find liquidity, difficulty of trade, security's trading characteristics, size of order, liquidity of market, block trading capabilities, quality of settlement, specialized expertise, overall responsiveness, willingness to commit capital and research services provided. The Board has adopted a policy prohibiting the investment manager, or any subadviser, from considering sales of shares of the funds as a factor in the selection of broker-dealers through which to execute securities transactions. On a periodic basis, the investment manager makes a comprehensive review of the broker-dealers and the overall reasonableness of their commissions, including review by an independent third-party evaluator. The review evaluates execution, operational efficiency, and research services. COMMISSION DOLLARS Broker-dealers typically provide a bundle of services including research and execution of transactions. The research provided can be either proprietary (created and provided by the broker-dealer) or third party (created by a third party but provided by the broker-dealer). Consistent with the interests of the fund, the investment manager and each subadviser may use broker-dealers who provide both types of research products and services in exchange for commissions, known as "soft dollars," generated by transactions in fund accounts. The receipt of research and brokerage products and services is used by the investment manager, and by each subadviser, to the extent it engages in such transactions, to supplement its own research and analysis activities, by receiving the views and information of individuals and research staffs of other securities firms, and by gaining access Statement of Additional Information - Sept. 28, 2007 Page 41 to specialized expertise on individual companies, industries, areas of the economy and market factors. Research and brokerage products and services may include reports on the economy, industries, sectors and individual companies or issuers; statistical information; accounting and tax law interpretations; political analyses; reports on legal developments affecting portfolio securities; information on technical market actions; credit analyses; on-line quotation systems; risk measurement; analyses of corporate responsibility issues; on-line news services; and financial and market database services. Research services may be used by the investment manager in providing advice to all RiverSource funds (or by any subadviser to any other client of the subadviser) even though it is not possible to relate the benefits to any particular fund. On occasion, it may be desirable to compensate a broker for research services or for brokerage services by paying a commission that might not otherwise be charged or a commission in excess of the amount another broker might charge. The Board has adopted a policy authorizing the investment manager to do so, to the extent authorized by law, if the investment manager or subadviser determines, in good faith, that such commission is reasonable in relation to the value of the brokerage or research services provided by a broker or dealer, viewed either in the light of that transaction or the investment manager's or subadviser's overall responsibilities with respect to a fund and the other funds or accounts for which it acts as investment manager (or by any subadviser to any other client of that subadviser). As a result of these arrangements, some portfolio transactions may not be effected at the lowest commission, but overall execution may be better. The investment manager and each subadviser have represented that under its procedures the amount of commission paid will be reasonable and competitive in relation to the value of the brokerage services and research products and services provided. The investment manager or a subadviser may use step-out transactions. A "step-out" is an arrangement in which the investment manager or subadviser executes a trade through one broker-dealer but instructs that broker-dealer to step-out all or a part of the trade to another broker-dealer. The second broker-dealer will clear and settle, and receive commissions for, the stepped-out portion. The investment manager or subadviser may receive research products and services in connection with step-out transactions. Use of fund commissions may create potential conflicts of interest between the investment manager or subadviser and a fund. However, the investment manager and each subadviser has policies and procedures in place intended to mitigate these conflicts and ensure that the use of soft dollars falls within the "safe harbor" of Section 28(e) of the Securities Exchange Act of 1934. Some products and services may be used for both investment decision-making and non-investment decision-making purposes ("mixed use" items). The investment manager and each subadviser, to the extent it has mixed use items, has procedures in place to assure that soft dollars pay only for the investment decision-making portion of a mixed-use item. TRADE AGGREGATION AND ALLOCATION Generally, orders are processed and executed in the order received. When a fund buys or sells the same security as another portfolio, fund, or account, the investment manager or subadviser carries out the purchase or sale pursuant to policies and procedures designed in such a way believed to be fair to the fund. Purchase and sale orders may be combined or aggregated for more than one account if it is believed it would be consistent with best execution. Aggregation may reduce commission costs or market impact on a per-share and per-dollar basis, although aggregation may have the opposite effect. There may be times when not enough securities are received to fill an aggregated order, including in an initial public offering, involving multiple accounts. In that event, the investment manager and each subadviser has policies and procedures designed in such a way believed to result in a fair allocation among accounts, including the fund. From time to time, different portfolio managers with the investment manager may make differing investment decisions related to the same security. However, with certain exceptions for funds managed using strictly quantitative methods, a portfolio manager or portfolio management team may not sell a security short if the security is owned in another portfolio managed by that portfolio manager or portfolio management team. On occasion, a fund may purchase and sell a security simultaneously in order to profit from short-term price disparities. The investment manager has portfolio management teams in its Minneapolis and Los Angeles offices that may share research information regarding leveraged loans. The investment manager operates separate and independent trading Statement of Additional Information - Sept. 28, 2007 Page 42 desks in these locations for the purpose of purchasing and selling leveraged loans. As a result, the investment manager does not aggregate orders in leveraged loans across portfolio management teams. For example, funds and other client accounts being managed by these portfolio management teams may purchase and sell the same leveraged loan in the secondary market on the same day at different times and at different prices. There is also the potential for a particular account or group of accounts, including a fund, to forego an opportunity or to receive a different allocation (either larger or smaller) than might otherwise be obtained if the investment manager were to aggregate trades in leveraged loans across the portfolio management teams. Although the investment manager does not aggregate orders in leveraged loans across its portfolio management teams in Minneapolis and Los Angeles, it operates in this structure subject to its duty to seek best execution. The following table shows total brokerage commissions paid in the last three fiscal periods. Substantially all firms through whom transactions were executed provide research services. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 4. TOTAL BROKERAGE COMMISSIONS
- ------------------------------------------------------------------------------------------------------------------ TOTAL BROKERAGE COMMISSIONS - ------------------------------------------------------------------------------------------------------------------ FUND 2007 2006 2005 - ------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - ------------------------------------------------------------------------------------------------------------------ Portfolio Builder Aggressive $0 $0 $0(a) - ------------------------------------------------------------------------------------------------------------------ Portfolio Builder Conservative 0 0 0(a) - ------------------------------------------------------------------------------------------------------------------ Portfolio Builder Moderate 0 0 0(a) - ------------------------------------------------------------------------------------------------------------------ Portfolio Builder Moderate Aggressive 0 0 0(a) - ------------------------------------------------------------------------------------------------------------------ Portfolio Builder Moderate Conservative 0 0 0(a) - ------------------------------------------------------------------------------------------------------------------ Portfolio Builder Total Equity 0 0 0(a) - ------------------------------------------------------------------------------------------------------------------ S&P 500 Index 21,050 22,575 49,048 - ------------------------------------------------------------------------------------------------------------------ Small Company Index 56,843 78,951 37,118 - ------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - ------------------------------------------------------------------------------------------------------------------ Equity Value 773,828 721,284 858,846 - ------------------------------------------------------------------------------------------------------------------ Precious Metals and Mining 494,184 801,550 1,245,421 - ------------------------------------------------------------------------------------------------------------------ Small Cap Advantage 7,171,421 3,938,697 3,294,757 - ------------------------------------------------------------------------------------------------------------------ Small Cap Growth 1,543,208 1,410,791 2,105,168 - ------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - ------------------------------------------------------------------------------------------------------------------ Retirement Plus 2010 0(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------ Retirement Plus 2015 0(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------ Retirement Plus 2020 0(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------ Retirement Plus 2025 0(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------ Retirement Plus 2030 0(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------ Retirement Plus 2035 0(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------ Retirement Plus 2040 0(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------ Retirement Plus 2045 0(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 43
- ------------------------------------------------------------------------------------------------------------------ TOTAL BROKERAGE COMMISSIONS - ------------------------------------------------------------------------------------------------------------------ FUND 2007 2006 2005 - ------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - ------------------------------------------------------------------------------------------------------------------ Aggressive Growth 2,321,264 964,028 181,981 - ------------------------------------------------------------------------------------------------------------------ Fundamental Growth 450,943 178,639 180,023 - ------------------------------------------------------------------------------------------------------------------ Fundamental Value 217,139 346,840 314,501 - ------------------------------------------------------------------------------------------------------------------ High Yield Bond 0 0 0 - ------------------------------------------------------------------------------------------------------------------ Income Builder Basic Income 0 0(c) N/A - ------------------------------------------------------------------------------------------------------------------ Income Builder Enhanced Income 0 0(c) N/A - ------------------------------------------------------------------------------------------------------------------ Income Builder Moderate Income 0 0(c) N/A - ------------------------------------------------------------------------------------------------------------------ Select Value 3,361,507 445,429 310,913 - ------------------------------------------------------------------------------------------------------------------ Short Duration U.S. Government 42,504 24,483 95,868 - ------------------------------------------------------------------------------------------------------------------ Small Cap Equity 910,341 703,172 429,969 - ------------------------------------------------------------------------------------------------------------------ Small Cap Value 2,844,320 2,860,490 2,439,209 - ------------------------------------------------------------------------------------------------------------------ U.S. Government Mortgage 10,386 6,379 10,708 - ------------------------------------------------------------------------------------------------------------------ Value 355,088 297,507 363,273 - ------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - ------------------------------------------------------------------------------------------------------------------ Dividend Opportunity 576,524 456,446 621,168 - ------------------------------------------------------------------------------------------------------------------ Real Estate 187,309 152,782 185,877 - ------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - ------------------------------------------------------------------------------------------------------------------ Cash Management 0 0 0 - ------------------------------------------------------------------------------------------------------------------ Core Bond 7,599 4,241 3,612 - ------------------------------------------------------------------------------------------------------------------ Disciplined Equity 1,577,337 987,624 35,948 - ------------------------------------------------------------------------------------------------------------------ Disciplined Small and Mid Cap Equity 156,759 8,916(d) N/A - ------------------------------------------------------------------------------------------------------------------ Disciplined Small Cap Value 64,928 33,110(e) N/A - ------------------------------------------------------------------------------------------------------------------ Floating Rate 0 0(e) N/A - ------------------------------------------------------------------------------------------------------------------ Growth 12,096,184 10,375,981 15,623,111 - ------------------------------------------------------------------------------------------------------------------ Income Opportunities 0 0 0 - ------------------------------------------------------------------------------------------------------------------ Inflation Protected Securities 0 0 0 - ------------------------------------------------------------------------------------------------------------------ Large Cap Equity 15,040,354 7,940,223 6,832,334 - ------------------------------------------------------------------------------------------------------------------ Large Cap Value 88,935 138,363 189,029 - ------------------------------------------------------------------------------------------------------------------ Limited Duration Bond 5,172 4,006 3,268 - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ FUND 2006 2005 2004 - ------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - ------------------------------------------------------------------------------------------------------------------ California Tax-Exempt(f) 666 0 0 - ------------------------------------------------------------------------------------------------------------------ Diversified Bond 108,055 161,336 160,646 - ------------------------------------------------------------------------------------------------------------------ Massachusetts Tax-Exempt(f) 225 0 0 - ------------------------------------------------------------------------------------------------------------------ Michigan Tax-Exempt(f) 189 0 0 - ------------------------------------------------------------------------------------------------------------------ Minnesota Tax-Exempt(f) 1,254 0 0 - ------------------------------------------------------------------------------------------------------------------ New York Tax-Exempt(f) 255 0 0 - ------------------------------------------------------------------------------------------------------------------ Ohio Tax-Exempt(f) 180 0 0 - ------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 44
- ------------------------------------------------------------------------------------------------------------------ FUND 2006 2005 2004 - ------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - ------------------------------------------------------------------------------------------------------------------ Balanced 1,071,452 1,135,795 1,314,212 - ------------------------------------------------------------------------------------------------------------------ Disciplined Large Cap Growth* N/A N/A N/A - ------------------------------------------------------------------------------------------------------------------ Diversified Equity Income 2,923,490 3,191,513 2,416,265 - ------------------------------------------------------------------------------------------------------------------ Mid Cap Value 1,354,225 919,813 365,435 - ------------------------------------------------------------------------------------------------------------------ Strategic Allocation 1,494,804 502,448 279,233 - ------------------------------------------------------------------------------------------------------------------ Strategic Income Allocation* N/A N/A N/A - ------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - ------------------------------------------------------------------------------------------------------------------ Absolute Return Currency and Income 0(g) N/A N/A - ------------------------------------------------------------------------------------------------------------------ Disciplined International Equity 60,738(h) N/A N/A - ------------------------------------------------------------------------------------------------------------------ Emerging Markets 3,017,380 2,388,169 2,022,969 - ------------------------------------------------------------------------------------------------------------------ Emerging Markets Bond 0(i) N/A N/A - ------------------------------------------------------------------------------------------------------------------ European Equity 160,239 211,729 324,079 - ------------------------------------------------------------------------------------------------------------------ Global Bond 9,664 8,856 7,760 - ------------------------------------------------------------------------------------------------------------------ Global Equity 1,249,847 1,393,982 1,992,985 - ------------------------------------------------------------------------------------------------------------------ Global Technology 1,237,181 1,170,244 4,193,021 - ------------------------------------------------------------------------------------------------------------------ International Aggressive Growth 1,179,455 673,010 598,644 - ------------------------------------------------------------------------------------------------------------------ International Equity 405,405 556,407 315,047 - ------------------------------------------------------------------------------------------------------------------ International Opportunity 989,118 1,320,088 1,303,677 - ------------------------------------------------------------------------------------------------------------------ International Select Value 1,533,794 1,027,065 839,270 - ------------------------------------------------------------------------------------------------------------------ International Small Cap 405,190 241,558 179,076 - ------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - ------------------------------------------------------------------------------------------------------------------ Intermediate Tax-Exempt 438 0 0 - ------------------------------------------------------------------------------------------------------------------ Mid Cap Growth 1,867,241 1,764,250 1,630,670 - ------------------------------------------------------------------------------------------------------------------ Tax-Exempt Bond 4,257 0 0 - ------------------------------------------------------------------------------------------------------------------ Tax-Exempt High Income 17,679 0 0 - ------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING DECEMBER 31 - ------------------------------------------------------------------------------------------------------------------ Tax-Exempt Money Market 0 0 0 - ------------------------------------------------------------------------------------------------------------------
* As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. (a) For the period from March 4, 2004 (when shares became publicly available) to Jan. 31, 2005. (b) For the period from May 18, 2006 (when shares became publicly available) to April 30, 2007. (c) For the period from Feb. 16, 2006 (when shares became publicly available) to May 31, 2006. (d) For the period from May 18, 2006 (when shares became publicly available) to July 31, 2006. (e) For the period from Feb. 16, 2006 (when shares became publicly available) to July 31, 2006. (f) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. For 2006, the information shown is for the period from July 1, 2005 through Aug. 31, 2006. For years prior to 2006, the fiscal period ended on June 30. (g) For the period from June 15, 2006 (when the Fund became available) to Oct. 31, 2006. (h) For the period from May 18, 2006 (when shares became publicly available) to Oct. 31, 2006. (i) For the period from Feb. 16, 2006 (when shares became publicly available) to Oct. 31, 2006. Statement of Additional Information - Sept. 28, 2007 Page 45 For the last fiscal period, transactions were specifically directed to firms in exchange for research services as shown in the following table. The table also shows portfolio turnover rates for the last two fiscal periods. Higher turnover rates may result in higher brokerage expenses and taxes. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 5. BROKERAGE DIRECTED FOR RESEARCH AND TURNOVER RATES
- -------------------------------------------------------------------------------------------------------------------------------- BROKERAGE DIRECTED FOR RESEARCH* ---------------------------------- AMOUNT OF TURNOVER RATES AMOUNT OF COMMISSIONS ---------------------------------- FUND TRANSACTIONS IMPUTED OR PAID 2007 2006 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Aggressive $0 $0 40% 24% - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Conservative 0 0 54 23 - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate 0 0 24 15 - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Aggressive 0 0 29 20 - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Conservative 0 0 24 19 - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Total Equity 0 0 27 17 - -------------------------------------------------------------------------------------------------------------------------------- S&P 500 Index 0 0 20 7 - -------------------------------------------------------------------------------------------------------------------------------- Small Company Index 0 0 11 14 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - -------------------------------------------------------------------------------------------------------------------------------- Equity Value 149,974,876 177,268 37 28 - -------------------------------------------------------------------------------------------------------------------------------- Precious Metals and Mining 50,835,902 81,165 114 111 - -------------------------------------------------------------------------------------------------------------------------------- Small Cap Advantage 101,241,760 195,280 158 110 - -------------------------------------------------------------------------------------------------------------------------------- Small Cap Growth 22,409,122 241,054 119 152 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2010 0(a) 0(a) 80(a) N/A - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2015 0(a) 0(a) 48(a) N/A - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2020 0(a) 0(a) 40(a) N/A - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2025 0(a) 0(a) 37(a) N/A - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2030 0(a) 0(a) 32(a) N/A - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2035 0(a) 0(a) 38(a) N/A - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2040 0(a) 0(a) 33(a) N/A - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2045 0(a) 0(a) 57(a) N/A - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - -------------------------------------------------------------------------------------------------------------------------------- Aggressive Growth 96,699,167 94,353 163 202 - -------------------------------------------------------------------------------------------------------------------------------- Fundamental Growth 6,695,654 5,849 85 62 - -------------------------------------------------------------------------------------------------------------------------------- Fundamental Value 0 0 12 20 - -------------------------------------------------------------------------------------------------------------------------------- High Yield Bond 0 0 95 93 - -------------------------------------------------------------------------------------------------------------------------------- Income Builder Basic Income 0 0 27 1(b) - -------------------------------------------------------------------------------------------------------------------------------- Income Builder Enhanced Income 0 0 27 N/A(b) - -------------------------------------------------------------------------------------------------------------------------------- Income Builder Moderate Income 0 0 29 N/A(b) - -------------------------------------------------------------------------------------------------------------------------------- Select Value 187,860,272 553,344 159(c) 7 - -------------------------------------------------------------------------------------------------------------------------------- Short Duration U.S. Government 0 0 168 194 - -------------------------------------------------------------------------------------------------------------------------------- Small Cap Equity 5,987,119 7,391 70 88 - -------------------------------------------------------------------------------------------------------------------------------- Small Cap Value 61,919,111 69,119 58 77 - -------------------------------------------------------------------------------------------------------------------------------- U.S. Government Mortgage 0 0 306(d) 178 - -------------------------------------------------------------------------------------------------------------------------------- Value 0 0 77 46 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - -------------------------------------------------------------------------------------------------------------------------------- Dividend Opportunity 58,801,149 66,674 17 19 - -------------------------------------------------------------------------------------------------------------------------------- Real Estate 3,614,424 3,275 38 47 - --------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 46
- -------------------------------------------------------------------------------------------------------------------------------- BROKERAGE DIRECTED FOR RESEARCH* ---------------------------------- AMOUNT OF TURNOVER RATES AMOUNT OF COMMISSIONS ---------------------------------- FUND TRANSACTIONS IMPUTED OR PAID 2007 2006 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - -------------------------------------------------------------------------------------------------------------------------------- Cash Management 0 0 N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Core Bond 0 0 347(d) 301(d) - -------------------------------------------------------------------------------------------------------------------------------- Disciplined Equity 0 0 62 137 - -------------------------------------------------------------------------------------------------------------------------------- Disciplined Small and Mid Cap Equity 0 0 84 14(e) - -------------------------------------------------------------------------------------------------------------------------------- Disciplined Small Cap Value 0 0 127 40(f) - -------------------------------------------------------------------------------------------------------------------------------- Floating Rate 0 0 91 49(f) - -------------------------------------------------------------------------------------------------------------------------------- Growth 762,587,614 1,162,241 98 134 - -------------------------------------------------------------------------------------------------------------------------------- Income Opportunities 0 0 122 130 - -------------------------------------------------------------------------------------------------------------------------------- Inflation Protected Securities 0 0 76 58 - -------------------------------------------------------------------------------------------------------------------------------- Large Cap Equity 1,230,239,400 1,509,554 66 116 - -------------------------------------------------------------------------------------------------------------------------------- Large Cap Value 11,935,452 14,090 35 46 - -------------------------------------------------------------------------------------------------------------------------------- Limited Duration Bond 0 0 263 328(d) - -------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- 2006 2005 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - -------------------------------------------------------------------------------------------------------------------------------- California Tax-Exempt(g) 0 0 7 28 - -------------------------------------------------------------------------------------------------------------------------------- Diversified Bond 0 0 281(d) 300(d) - -------------------------------------------------------------------------------------------------------------------------------- Massachusetts Tax-Exempt(g) 0 0 5 9 - -------------------------------------------------------------------------------------------------------------------------------- Michigan Tax-Exempt(g) 0 0 6 9 - -------------------------------------------------------------------------------------------------------------------------------- Minnesota Tax-Exempt(g) 0 0 3 15 - -------------------------------------------------------------------------------------------------------------------------------- New York Tax-Exempt(g) 0 0 7 30 - -------------------------------------------------------------------------------------------------------------------------------- Ohio Tax-Exempt(g) 0 0 7 33 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - -------------------------------------------------------------------------------------------------------------------------------- Balanced 47,340,360 58,659 126 130 - -------------------------------------------------------------------------------------------------------------------------------- Disciplined Large Cap Growth** N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Diversified Equity Income 375,478,473 366,112 28 24 - -------------------------------------------------------------------------------------------------------------------------------- Mid Cap Value 53,037,511 68,303 44 26 - -------------------------------------------------------------------------------------------------------------------------------- Strategic Allocation 1,132,343 1,938 122 134 - -------------------------------------------------------------------------------------------------------------------------------- Strategic Income Allocation** N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - -------------------------------------------------------------------------------------------------------------------------------- Absolute Return Currency and Income 0(h) 0(h) 12%(h) N/A - -------------------------------------------------------------------------------------------------------------------------------- Disciplined International Equity 0(i) 0(i) 10(i) N/A - -------------------------------------------------------------------------------------------------------------------------------- Emerging Markets 0 0 145 124 - -------------------------------------------------------------------------------------------------------------------------------- Emerging Markets Bond 0(j) 0(j) 32(j) N/A - -------------------------------------------------------------------------------------------------------------------------------- European Equity 0 0 64 56 - -------------------------------------------------------------------------------------------------------------------------------- Global Bond 0 0 68 73 - -------------------------------------------------------------------------------------------------------------------------------- Global Equity 0 0 112 93 - -------------------------------------------------------------------------------------------------------------------------------- Global Technology 46,300,781 102,562 196 115 - -------------------------------------------------------------------------------------------------------------------------------- International Aggressive Growth 161,063,936 322,717 124 67 - -------------------------------------------------------------------------------------------------------------------------------- International Equity 10,571,131 11,011 89 110 - -------------------------------------------------------------------------------------------------------------------------------- International Opportunity 0 0 79 93 - -------------------------------------------------------------------------------------------------------------------------------- International Select Value 1,621,115 3,763 31 22 - -------------------------------------------------------------------------------------------------------------------------------- International Small Cap 2,518,662 4,542 157 80 - --------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 47
- -------------------------------------------------------------------------------------------------------------------------------- BROKERAGE DIRECTED FOR RESEARCH* ---------------------------------- AMOUNT OF TURNOVER RATES AMOUNT OF COMMISSIONS ---------------------------------- FUND TRANSACTIONS IMPUTED OR PAID 2006 2005 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - -------------------------------------------------------------------------------------------------------------------------------- Intermediate Tax-Exempt 0 0 35 16 - -------------------------------------------------------------------------------------------------------------------------------- Mid Cap Growth 605,235,287 656,125 45 27 - -------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Bond 0 0 32 29 - -------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt High Income 0 0 30 30 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING DECEMBER 31 - -------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Money Market 0 0 N/A N/A - --------------------------------------------------------------------------------------------------------------------------------
* Reported numbers include third party soft dollar commissions and portfolio manager directed commissions directed for research. RiverSource also receives proprietary research from brokers, but because these are bundled commissions for which the research portion is not distinguishable from the execution portion, their amounts have not been included in the table. ** As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. (a) For the period from May 18, 2006 (when shares became publicly available) to April 30, 2007. (b) For the period from Feb. 16, 2006 (when shares became publicly available) to May 31, 2006. (c) The turnover rate increase from 2006 was the result of a change in subadvisers during the fiscal period. (d) A significant portion of the turnover was the result of "roll" transactions in the liquid derivatives and Treasury securities. In the derivative transactions, positions in expiring contracts are liquidated and simultaneously replaced with positions in new contracts with equivalent characteristics. In the Treasury transactions, existing holdings are sold to purchase newly issued securities with slightly longer maturity dates. Although these transactions affect the turnover rate of the portfolio, they do not change the risk exposure or result in material transaction costs. The remaining turnover resulted from strategic reallocations and relative value trading. After transaction costs, we expect this activity to enhance the returns on the overall fund. (e) For the period from May 18, 2006 (when shares became publicly available) to July 31, 2006. (f) For the period from Feb. 16, 2006 (when shares became publicly available) to July 31, 2006. (g) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. For 2006, the information shown is for the period from July 1, 2005 through Aug. 31, 2006. For years prior to 2006, the fiscal period ended on June 30. (h) For the period from June 15, 2006 (when the Fund became available) to Oct. 31, 2006. (i) For the period from May 18, 2006 (when shares became publicly available) to Oct. 31, 2006. (j) For the period from Feb. 16, 2006 (when shares became publicly available) to Oct. 31, 2006. Statement of Additional Information - Sept. 28, 2007 Page 48 As of the end of the most recent fiscal period, the fund held securities of its regular brokers or dealers or of the parent of those brokers or dealers that derived more than 15% of gross revenue from securities-related activities as presented below. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 6. SECURITIES OF REGULAR BROKERS OR DEALERS
- --------------------------------------------------------------------------------------------------------------------------- VALUE OF SECURITIES OWNED FUND ISSUER AT END OF FISCAL PERIOD - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - --------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Aggressive None N/A - --------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Conservative None N/A - --------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate None N/A - --------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Aggressive None N/A - --------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Conservative None N/A - --------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Total Equity None N/A - --------------------------------------------------------------------------------------------------------------------------- S&P 500 Index Ameriprise Financial $323,985 Bear Stearns Companies 439,490 Charles Schwab 439,549 Citigroup 6,152,453 E*Trade Financial 236,486 Franklin Resources 450,831 Goldman Sachs Group 2,051,800 Legg Mason 312,453 Lehman Brothers Holdings 990,499 JP Morgan Chase & Co. 4,012,826 Merrill Lynch & Co. 1,878,217 Morgan Stanley 1,990,354 PNC Financial Services Group 492,267 - --------------------------------------------------------------------------------------------------------------------------- Small Company Index Investment Technology Group 3,392,515 LaBranche & Co. 884,769 Piper Jaffray Companies 2,287,085 - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - --------------------------------------------------------------------------------------------------------------------------- Equity Value Citigroup 41,244,194 Goldman Sachs Group 4,048,708 Lehman Brothers Holdings 7,011,695 Merrill Lynch & Co. 14,403,403 Morgan Stanley 6,529,834 - --------------------------------------------------------------------------------------------------------------------------- Precious Metals and Mining None N/A - --------------------------------------------------------------------------------------------------------------------------- Small Cap Advantage Knight Capital Group CI A 1,919,159 Piper Jaffray Companies 1,300,740 - --------------------------------------------------------------------------------------------------------------------------- Small Cap Growth None N/A - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2010 None N/A - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2015 None N/A - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2020 None N/A - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2025 None N/A - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2030 None N/A - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2035 None N/A - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2040 None N/A - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2045 None N/A - ---------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 49
- --------------------------------------------------------------------------------------------------------------------------- VALUE OF SECURITIES OWNED FUND ISSUER AT END OF FISCAL PERIOD - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - --------------------------------------------------------------------------------------------------------------------------- Aggressive Growth Affiliated Managers Group $3,679,452 - --------------------------------------------------------------------------------------------------------------------------- Fundamental Growth Charles Schwab 3,187,594 Franklin Resources 2,099,898 Goldman Sachs Group 888,657 Legg Mason 2,427,751 Morgan Stanley 1,225,426 - --------------------------------------------------------------------------------------------------------------------------- Fundamental Value Citigroup 23,790,334 E*TRADE Financial 1,609,440 JP Morgan Chase & Co. 48,483,855 Morgan Stanley 8,342,424 - --------------------------------------------------------------------------------------------------------------------------- High Yield Bond LaBranche & Co. 9,982,753 - --------------------------------------------------------------------------------------------------------------------------- Income Builder Basic Income None N/A - --------------------------------------------------------------------------------------------------------------------------- Income Builder Enhanced Income None N/A - --------------------------------------------------------------------------------------------------------------------------- Income Builder Moderate Income None N/A - --------------------------------------------------------------------------------------------------------------------------- Select Value AG Edwards 5,069,200 - --------------------------------------------------------------------------------------------------------------------------- Short Duration U.S. Government None N/A - --------------------------------------------------------------------------------------------------------------------------- Small Cap Equity optionsXpress Holdings 1,681,680 - --------------------------------------------------------------------------------------------------------------------------- Small Cap Value Knight Capital Group Cl A 2,333,388 - --------------------------------------------------------------------------------------------------------------------------- U.S. Government Mortgage None N/A - --------------------------------------------------------------------------------------------------------------------------- Value Charles Schwab 3,076,143 Citigroup 17,197,044 JP Morgan Chase & Co. 7,665,450 - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - --------------------------------------------------------------------------------------------------------------------------- Dividend Opportunity Citigroup 70,149,025 Goldman Sachs Group 40,014,728 JP Morgan Chase & Co. 30,705,333 PNC Financial Services Group 4,844,463 - --------------------------------------------------------------------------------------------------------------------------- Real Estate None N/A - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - --------------------------------------------------------------------------------------------------------------------------- Cash Management Bear Stearns Companies $100,000,000 Citigroup Funding 201,473,973 Credit Suisse NY 149,000,000 Goldman Sachs Group 25,000,000 Lehman Brothers 40,000,000 Merrill Lynch & Co. 118,000,000 - ---------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 50
- --------------------------------------------------------------------------------------------------------------------------- VALUE OF SECURITIES OWNED FUND ISSUER AT END OF FISCAL PERIOD - --------------------------------------------------------------------------------------------------------------------------- Core Bond Bear Stearns Adjustable Rate Mortgage 432,111 Trust Bear Stearns Commercial Mtg 1,066,250 Securities Citigroup 2,280,910 Citigroup Commercial Mtge Trust 216,042 Citigroup/Deutsche Bank Commercial 171,454 Mtge Trust Credit Suisse Mortgage Capital Ctfs 370,162 CS First Boston Mtge Securities 261,282 Goldman Sachs Group 1,222,356 GS Mtge Securities II 2,711,489 JP Morgan Chase Commercial Mtge 4,093,282 Securities JP Morgan Chase & Co. 2,055,760 LB-UBS Commercial Mtge Trust 3,404,979 Lehman Brothers Holdings 2,683,709 Merrill Lynch & Co. 1,810,546 Merrill Lynch Mtge Trust 1,241,879 Morgan Stanley 2,631,963 Morgan Stanley Capital I 1,795,243 - --------------------------------------------------------------------------------------------------------------------------- Disciplined Equity Bear Stearns Companies 3,879,525 Citigroup 45,535,774 Franklin Resources 19,854,945 Legg Mason 2,387,070 Lehman Brothers Holdings 20,371,030 Merrill Lynch & Co. 31,642,070 Morgan Stanley 18,527,729 - --------------------------------------------------------------------------------------------------------------------------- Disciplined Small Cap Value Knight Capital Group Cl A 89,817 - --------------------------------------------------------------------------------------------------------------------------- Disciplined Small and Mid Cap Equity Eaton Vance 456,022 Knight Capital Group Cl A 328,402 Raymond James Financial 233,061 - --------------------------------------------------------------------------------------------------------------------------- Floating Rate Ameritrade Holding Corp. 738,427 Lehman Brothers Holdings 998,702 - --------------------------------------------------------------------------------------------------------------------------- Growth Goldman Sachs Group 12,504,458 - --------------------------------------------------------------------------------------------------------------------------- Income Opportunities None N/A - --------------------------------------------------------------------------------------------------------------------------- Inflation Protected Securities None N/A - --------------------------------------------------------------------------------------------------------------------------- Large Cap Equity Bear Stearns Companies 2,330,697 Charles Schwab 2,492,859 Citigroup 106,570,927 Franklin Resources 8,476,601 Goldman Sachs Group 26,394,909 JP Morgan Chase & Co. 63,976,941 Lehman Brothers Holdings 25,839,616 Merrill Lynch & Co. 29,621,901 Morgan Stanley 30,252,473 PNC Financial Services Group 10,560,693 - ---------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 51
- --------------------------------------------------------------------------------------------------------------------------- VALUE OF SECURITIES OWNED FUND ISSUER AT END OF FISCAL PERIOD - --------------------------------------------------------------------------------------------------------------------------- Large Cap Value Citigroup 3,230,654 Franklin Resources 97,948 Goldman Sachs Group 277,425 JP Morgan Chase & Co. 1,855,242 Lehman Brothers Holdings 969,617 Merrill Lynch & Co. 896,559 Morgan Stanley 910,020 PNC Financial Services Group 323,119 - --------------------------------------------------------------------------------------------------------------------------- Limited Duration Bond Bear Stearns Adjustable Rate Mortgage 336,086 Trust Bear Stearns Commercial Mtg 657,725 Securities ChaseFlex Trust 298,088 Citigroup 954,800 Citigroup Commercial Mtge Trust 243,047 Citigroup/Deutsche Bank Commercial 171,454 Mtge Trust Credit Suisse Mortgage Capital Ctfs 345,484 CS First Boston Mtge Securities 599,807 Goldman Sachs Group 487,995 JP Morgan Chase Commercial Mtge 2,601,062 Securities JP Morgan Chase & Co. 878,139 LB-UBS Commercial Mtge Trust 1,509,848 Lehman Brothers Holdings 1,376,086 Merrill Lynch & Co. 796,261 Morgan Stanley 1,480,778 Morgan Stanley Capital 1 560,613 - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - --------------------------------------------------------------------------------------------------------------------------- California Tax-Exempt(a) None N/A - --------------------------------------------------------------------------------------------------------------------------- Diversified Bond Bear Stearns Commercial Mtge 12,122,719 Securities Bear Stearns Companies 49,912,332 ChaseFlex Trust 2,456,868 Citigroup Commercial Mtge Trust 8,065,960 Citigroup/Deutsche Bank Commercial 3,031,568 Mtge Trust Credit Suisse Mtge Capital Ctfs 5,088,172 CS First Boston Mtge Securities 34,607,804 GS Mtge Securities II 5,819,451 J.P. Morgan Chase Commercial Mtge 63,426,330 Securities LaBranche & Co. 1,002,788 LB-UBS Commercial Mtge Trust 52,308,115 Merrill Lynch Mtge Trust 11,853,501 Morgan Stanley Capital 1 38,587,394 Morgan Stanley, Dean Witter Capital 1 20,396,007 - --------------------------------------------------------------------------------------------------------------------------- Massachusetts Tax-Exempt(a) None N/A - --------------------------------------------------------------------------------------------------------------------------- Michigan Tax-Exempt(a) None N/A - --------------------------------------------------------------------------------------------------------------------------- Minnesota Tax-Exempt(a) None N/A - --------------------------------------------------------------------------------------------------------------------------- New York Tax-Exempt(a) None N/A - --------------------------------------------------------------------------------------------------------------------------- Ohio Tax-Exempt(a) None N/A - ---------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 52
- --------------------------------------------------------------------------------------------------------------------------- VALUE OF SECURITIES OWNED FUND ISSUER AT END OF FISCAL PERIOD - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - --------------------------------------------------------------------------------------------------------------------------- Balanced Bear Stearns Commercial Mtge 1,816,311 Securities ChaseFlex Trust 1,489,335 Citigroup 26,524,575 Citigroup Commercial Mtge Trust 984,980 Citigroup/Deutsche Bank Commercial 375,215 Mtge Trust Credit Suisse Mortgage Capital Ctfs 1,540,137 CS First Boston Mtge Securities 4,772,358 Franklin Resources 2,553,863 Goldman Sachs Group 1,382,453 JP Morgan Chase & Co. 13,696,776 JP Morgan Chase Commercial Mtge 10,245,115 Securities LaBranche & Co. 149,800 LB-UBS Commercial Mtge Trust 6,314,518 Legg Mason 780,253 Lehman Brothers Holdings 8,032,201 Merrill Lynch & Co. 7,314,665 Merrill Lynch Mtge Trust 2,441,653 Morgan Stanley 8,378,744 Morgan Stanley Capital 1 5,463,304 Morgan Stanley, Dean Witter Capital 1 2,607,047 PNC Financial Services Group 3,576,942 - --------------------------------------------------------------------------------------------------------------------------- Disciplined Large Cap Growth* N/A N/A - --------------------------------------------------------------------------------------------------------------------------- Diversified Equity Income Citigroup 206,383,817 Merrill Lynch & Co. 41,409,668 Morgan Stanley 21,821,963 - --------------------------------------------------------------------------------------------------------------------------- Mid Cap Value None N/A - ---------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 53
- --------------------------------------------------------------------------------------------------------------------------- VALUE OF SECURITIES OWNED FUND ISSUER AT END OF FISCAL PERIOD - --------------------------------------------------------------------------------------------------------------------------- Strategic Allocation Bear Stearns Commercial Mtge 1,226,711 Securities Bear Stearns Companies 3,447,020 Citigroup 13,014,584 Citigroup Commercial Mtge Trust 817,086 Citigroup/Deutsche Bank Commercial 175,100 Mtge Trust Credit Suisse Mortgage Capital Ctfs 462,041 CS First Boston Mtge Securities 3,321,009 E*TRADE Financial 1,720,518 Franklin Resources 1,165,259 Goldman Sachs Group 6,094,688 GS Mtge Securities 537,900 GS Mortgage Securities II 763,446 Investment Technology Group 100,419 JP Morgan Chase & Co. 11,856,883 JP Morgan Chase Commercial Mtge 5,654,975 Securities Knight Capital Group Cl A 146,000 LaBranche & Co. 774,864 LB-UBS Commercial Mtge Trust 4,279,488 Lehman Brothers Holdings 7,843,341 Merrill Lynch & Co. 11,584,383 Merrill Lynch Mtge Trust 308,419 Morgan Stanley 3,160,211 Morgan Stanley Capital 1 2,727,221 Morgan Stanley, Dean Witter Capital 1 982,815 Piper Jaffray Companies 77,654 PNC Financial Services Group 3,780,064 - --------------------------------------------------------------------------------------------------------------------------- Strategic Income Allocation* N/A N/A - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - --------------------------------------------------------------------------------------------------------------------------- Absolute Return Currency and Income Citigroup 641,723 Credit Suisse First Boston USA 641,038 Lehman Brothers Holdings 640,627 JP Morgan Chase & Co. 400,500 JP Morgan Chase Commercial Mtge 208,077 Securities Merrill Lynch & Co. 640,623 Morgan Stanley 640,788 - --------------------------------------------------------------------------------------------------------------------------- Disciplined International Equity None N/A - --------------------------------------------------------------------------------------------------------------------------- Emerging Markets None N/A - --------------------------------------------------------------------------------------------------------------------------- Emerging Markets Bond None N/A - --------------------------------------------------------------------------------------------------------------------------- European Equity Credit Suisse Group 1,561,254 - ---------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 54
- --------------------------------------------------------------------------------------------------------------------------- VALUE OF SECURITIES OWNED FUND ISSUER AT END OF FISCAL PERIOD - --------------------------------------------------------------------------------------------------------------------------- Global Bond Bear Stearns Commercial Mtge 1,928,687 Securities Citigroup 3,072,505 Citigroup Commercial Mtge Trust 1,142,977 Credit Suisse Mortgage Capital Ctfs 927,081 CS First Boston Mtge Securities 580,252 GS Mortgage Securities II 942,552 JP Morgan Chase Commercial Mtge 8,255,847 Securities LaBranche & Co. 172,800 LB-UBS Commercial Mtge Trust 4,108,805 Morgan Stanley 360,721 Morgan Stanley Capital 1 3,233,127 Morgan Stanley, Dean Witter Capital 1 2,279,259 - --------------------------------------------------------------------------------------------------------------------------- Global Equity Bear Stearns Companies 5,957,741 Citigroup 5,305,273 E*TRADE Financial 6,023,397 Goldman Sachs Group 8,934,554 - --------------------------------------------------------------------------------------------------------------------------- Global Technology None N/A - --------------------------------------------------------------------------------------------------------------------------- International Aggressive Growth None N/A - --------------------------------------------------------------------------------------------------------------------------- International Equity Credit Suisse Group 699,960 - --------------------------------------------------------------------------------------------------------------------------- International Opportunity Credit Suisse Group 6,803,658 - --------------------------------------------------------------------------------------------------------------------------- International Select Value Credit Suisse Group 21,282,154 - --------------------------------------------------------------------------------------------------------------------------- International Small Cap None N/A - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - --------------------------------------------------------------------------------------------------------------------------- Intermediate Tax-Exempt None N/A - --------------------------------------------------------------------------------------------------------------------------- Mid Cap Growth Ameritrade Holding 14,356,863 Legg Mason - subsidiary 7,086,678 - --------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Bond None N/A - --------------------------------------------------------------------------------------------------------------------------- Tax-Exempt High Income None N/A - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING DECEMBER 31 - --------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Money Market None N/A - ---------------------------------------------------------------------------------------------------------------------------
* As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. (a) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. The information shown is as of Aug. 31, 2006. Statement of Additional Information - Sept. 28, 2007 Page 55 BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH THE INVESTMENT MANAGER Affiliates of the investment manager may engage in brokerage and other securities transactions on behalf of a fund according to procedures adopted by the Board and to the extent consistent with applicable provisions of the federal securities laws. Subject to approval by the Board, the same conditions apply to transactions with broker-dealer affiliates of any subadviser. The investment manager will use an affiliate only if (i) the investment manager determines that the fund will receive prices and executions at least as favorable as those offered by qualified independent brokers performing similar brokerage and other services for the fund and (ii) the affiliate charges the fund commission rates consistent with those the affiliate charges comparable unaffiliated customers in similar transactions and if such use is consistent with terms of the Investment Management Services Agreement. Information about any brokerage commissions paid by a fund in the last three fiscal periods to brokers affiliated with the fund's investment manager is contained in the following table. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 7. BROKERAGE COMMISSIONS PAID TO INVESTMENT MANAGER OR AFFILIATES
- --------------------------------------------------------------------------------------------------------------------------------- PERCENT OF AGGREGATE AGGREGATE DOLLAR AMOUNT AGGREGATE AGGREGATE DOLLAR PERCENT OF OF TRANSACTIONS DOLLAR DOLLAR AMOUNT OF AGGREGATE INVOLVING AMOUNT OF AMOUNT OF NATURE OF COMMISSIONS BROKERAGE PAYMENT OF COMMISSIONS COMMISSIONS BROKER AFFILIATION PAID TO BROKER COMMISSIONS COMMISSIONS PAID TO BROKER PAID TO BROKER ----------------------------------------------------------------------------------------------------------- FUND 2007 2006 2005 - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder None $0 $0(a) Aggressive - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder None 0 0(a) Conservative - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder None 0 0(a) Moderate - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder None 0 0(a) Moderate Aggressive - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder None 0 0(a) Moderate Conservative - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder None 0 0(a) Total Equity - --------------------------------------------------------------------------------------------------------------------------------- S&P 500 Index None 0 0 - --------------------------------------------------------------------------------------------------------------------------------- Small Company Index None 0 0 - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - --------------------------------------------------------------------------------------------------------------------------------- Equity Value None 0 10,142* - --------------------------------------------------------------------------------------------------------------------------------- Precious Metals and None 0 3,614* Mining - --------------------------------------------------------------------------------------------------------------------------------- Small Cap Advantage None 0 0 - --------------------------------------------------------------------------------------------------------------------------------- Small Cap Growth None 0 0 - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus None(b) N/A N/A 2010 - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus None(b) N/A N/A 2015 - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus None(b) N/A N/A 2020 - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus None(b) N/A N/A 2025 - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus None(b) N/A N/A 2030 - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus None(b) N/A N/A 2035 - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus None(b) N/A N/A 2040 - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus None(b) N/A N/A 2045 - ---------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 56
- --------------------------------------------------------------------------------------------------------------------------------- PERCENT OF AGGREGATE AGGREGATE DOLLAR AMOUNT AGGREGATE AGGREGATE DOLLAR PERCENT OF OF TRANSACTIONS DOLLAR DOLLAR AMOUNT OF AGGREGATE INVOLVING AMOUNT OF AMOUNT OF NATURE OF COMMISSIONS BROKERAGE PAYMENT OF COMMISSIONS COMMISSIONS BROKER AFFILIATION PAID TO BROKER COMMISSIONS COMMISSIONS PAID TO BROKER PAID TO BROKER ----------------------------------------------------------------------------------------------------------- FUND 2007 2006 2005 - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - --------------------------------------------------------------------------------------------------------------------------------- Aggressive Growth JPMorgan 4 $23 0.00% 0.00% $57* 27 Securities, Inc. - --------------------------------------------------------------------------------------------------------------------------------- Fundamental Value None 0 0 - --------------------------------------------------------------------------------------------------------------------------------- Fundamental Growth Goldman 5 0 0 38 Sachs & Co. - --------------------------------------------------------------------------------------------------------------------------------- High Yield Bond None 0 0 - --------------------------------------------------------------------------------------------------------------------------------- Income Builder None 0(c) N/A Basic Income - --------------------------------------------------------------------------------------------------------------------------------- Income Builder None 0(c) N/A Enhanced Income - --------------------------------------------------------------------------------------------------------------------------------- Income Builder None 0(c) N/A Moderate Income - --------------------------------------------------------------------------------------------------------------------------------- Select Value Gabelli & Co. 7 7,352 0.42 0.51 14,216 143,463 - --------------------------------------------------------------------------------------------------------------------------------- Short Duration U.S. None 0 0 Government - --------------------------------------------------------------------------------------------------------------------------------- Small Cap Equity JPMorgan 4 568 0.12 0.03 0 0 Securities, Inc. - --------------------------------------------------------------------------------------------------------------------------------- Small Cap Value Goldman Sachs 5 0 1,821 1,943 & Co. ----------------------------------------------------------------------------------------------------------- Legg Mason 8 0 0 2,700 Wood Walker, Inc. ----------------------------------------------------------------------------------------------------------- M.J. Whitman 9 0 0 0 - --------------------------------------------------------------------------------------------------------------------------------- U.S. Gov't Mortgage None 0 0 - --------------------------------------------------------------------------------------------------------------------------------- Value None 0 0 - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - --------------------------------------------------------------------------------------------------------------------------------- Dividend AEIS 1 0 0 20,898* Opportunity - --------------------------------------------------------------------------------------------------------------------------------- Real Estate None 0 0 - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - --------------------------------------------------------------------------------------------------------------------------------- Cash Management None 0 0 - --------------------------------------------------------------------------------------------------------------------------------- Core Bond None 0 0 - --------------------------------------------------------------------------------------------------------------------------------- Disciplined Equity None 0 0 - --------------------------------------------------------------------------------------------------------------------------------- Disciplined Small None None(d) N/A and Mid Cap Equity - --------------------------------------------------------------------------------------------------------------------------------- Disciplined Small None None(e) N/A Cap Value - --------------------------------------------------------------------------------------------------------------------------------- Floating Rate None None(e) N/A - --------------------------------------------------------------------------------------------------------------------------------- Growth AEIS 1 0 0 13,720* - --------------------------------------------------------------------------------------------------------------------------------- Income None 0 0 Opportunities - --------------------------------------------------------------------------------------------------------------------------------- Inflation Protected None 0 0 Securities - --------------------------------------------------------------------------------------------------------------------------------- Large Cap Equity AEIS 1 0 0 10,214* - ---------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 57
- ------------------------------------------------------------------------------------------------------------------------------- PERCENT OF AGGREGATE DOLLAR AMOUNT AGGREGATE OF AGGREGATE AGGREGATE DOLLAR PERCENT OF TRANSACTIONS DOLLAR DOLLAR AMOUNT OF AGGREGATE INVOLVING AMOUNT OF AMOUNT OF NATURE OF COMMISSIONS BROKERAGE PAYMENT OF COMMISSIONS COMMISSIONS BROKER AFFILIATION PAID TO BROKER COMMISSIONS COMMISSIONS PAID TO BROKER PAID TO BROKER --------------------------------------------------------------------------------------------------------- FUND 2007 2006 2005 - ------------------------------------------------------------------------------------------------------------------------------- Large Cap Value AEIS 1 0 0 276* - ------------------------------------------------------------------------------------------------------------------------------- Limited Duration None 0 0 Bond - ------------------------------------------------------------------------------------------------------------------------------- 2006 2005 2004 - ------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - ------------------------------------------------------------------------------------------------------------------------------- California None 0 0 Tax-Exempt(f) - ------------------------------------------------------------------------------------------------------------------------------- Diversified Bond None 0 0 - ------------------------------------------------------------------------------------------------------------------------------- Massachusetts None 0 0 Tax-Exempt(f) - ------------------------------------------------------------------------------------------------------------------------------- Michigan None 0 0 Tax-Exempt(f) - ------------------------------------------------------------------------------------------------------------------------------- Minnesota None 0 0 Tax-Exempt(f) - ------------------------------------------------------------------------------------------------------------------------------- New York None 0 0 Tax-Exempt(f) - ------------------------------------------------------------------------------------------------------------------------------- Ohio Tax-Exempt(f) None 0 0 - ------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - ------------------------------------------------------------------------------------------------------------------------------- Balanced AEIS 1 0 0 8,440* - ------------------------------------------------------------------------------------------------------------------------------- Disciplined Large N/A N/A N/A Cap Growth** - ------------------------------------------------------------------------------------------------------------------------------- Diversified Equity AEIS 1 0 1,716* 73,448* Income - ------------------------------------------------------------------------------------------------------------------------------- Mid Cap Value AEIS 1 0 0 39,552* - ------------------------------------------------------------------------------------------------------------------------------- Strategic None 0 0 Allocation - ------------------------------------------------------------------------------------------------------------------------------- Strategic Income N/A N/A N/A Allocation** - ------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - ------------------------------------------------------------------------------------------------------------------------------- Absolute Return None(g) N/A N/A Currency and Income - ------------------------------------------------------------------------------------------------------------------------------- Disciplined None(h) N/A N/A International Equity - ------------------------------------------------------------------------------------------------------------------------------- Emerging Markets None 0 0 - ------------------------------------------------------------------------------------------------------------------------------- Emerging Markets None(i) N/A N/A Bond - ------------------------------------------------------------------------------------------------------------------------------- European Equity None 0 0 - ------------------------------------------------------------------------------------------------------------------------------- Global Bond None 0 0 - ------------------------------------------------------------------------------------------------------------------------------- Global Equity None 0 0 - ------------------------------------------------------------------------------------------------------------------------------- Global Technology AEIS 1 0 0 0 0 97,718* - ------------------------------------------------------------------------------------------------------------------------------- International JPMorgan 4 8,149 1.24 0.66 9,426 22,343 Aggressive Growth Securities, Inc. --------------------------------------------------------------------------------------------------------- Cazenove, Inc. 4 0 0 0 339 0 - ------------------------------------------------------------------------------------------------------------------------------- International None 0 0 Equity - ------------------------------------------------------------------------------------------------------------------------------- International None 0 0 Opportunity - ------------------------------------------------------------------------------------------------------------------------------- International Sanford C. 10 0 0 0 8,829 20,637 Select Value Bernstein & Co. LLC - ------------------------------------------------------------------------------------------------------------------------------- International Small None 0 0 Cap - ------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - ------------------------------------------------------------------------------------------------------------------------------- Intermediate None 0 0 Tax-Exempt - ------------------------------------------------------------------------------------------------------------------------------- Mid Cap Growth AEIS 1 0 0 0 0 17,994* - -------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 58
- --------------------------------------------------------------------------------------------------------------------------------- PERCENT OF AGGREGATE AGGREGATE DOLLAR AMOUNT AGGREGATE AGGREGATE DOLLAR PERCENT OF OF TRANSACTIONS DOLLAR DOLLAR AMOUNT OF AGGREGATE INVOLVING AMOUNT OF AMOUNT OF NATURE OF COMMISSIONS BROKERAGE PAYMENT OF COMMISSIONS COMMISSIONS BROKER AFFILIATION PAID TO BROKER COMMISSIONS COMMISSIONS PAID TO BROKER PAID TO BROKER ----------------------------------------------------------------------------------------------------------- FUND 2006 2005 2004 - --------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Bond None 0 0 - --------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt High None 0 0 Income - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING DECEMBER 31 - --------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Money None 0 0 Market - ---------------------------------------------------------------------------------------------------------------------------------
* Represents brokerage clearing fees. ** As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. (1) American Enterprise Investment Services, Inc., a wholly-owned subsidiary of Ameriprise Financial. (2) Affiliate of UBS, a subadviser. (3) Affiliate of Neuberger Berman Management, Inc., a former subadviser, terminated July 24, 2003. (4) Affiliate of American Century, a subadviser. (5) Affiliate of Goldman Sachs Asset Management, L.P., a subadviser. (6) Affiliate of Eagle Asset Management, Inc., a former subadviser, terminated April 2005. (7) Affiliate of GAMCO Investors, Inc. a former subadviser, terminated Sept. 29, 2006. (8) Affiliate of Royce & Associates, LLC., a former subadviser, terminated April 24, 2006. (9) Affiliate of Third Avenue Management, LLC., a former subadviser, terminated March 15, 2004. (10) Affiliate of AllianceBernstein, a subadviser. (a) For the period from March 4, 2004 (when shares became publicly available) to Jan. 31, 2005. (b) For the period from May 18, 2006 (when shares became publicly available) to April 30, 2007. (c) For the period from Feb. 16, 2006 (when shares became publicly available) to May 31, 2006. (d) For the period from May 18, 2006 (when shares became publicly available) to July 31, 2006. (e) For the period from Feb. 16, 2006 (when shares became publicly available) to July 31, 2006. (f) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. For 2006, the information shown is for the period from July 1, 2005 through Aug. 31, 2006. For years prior to 2006, the fiscal period ended on June 30. (g) For the period from June 15, 2006 (when the Fund became available) to Oct. 31, 2006. (h) For the period from May 18, 2006 (when shares became publicly available) to Oct. 31, 2006. (i) For the period from Feb. 16, 2006 (when shares became publicly available) to Oct. 31, 2006. VALUING FUND SHARES As of the end of the most recent fiscal period, the computation of net asset value was based on net assets divided by shares outstanding as shown in the following table. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 8. VALUING FUND SHARES
- ----------------------------------------------------------------------------------------------------------------------------- FUND NET ASSETS SHARES OUTSTANDING NET ASSET VALUE OF ONE SHARE - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - ----------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Aggressive Class A $400,073,034 32,781,390 $12.20 Class B 98,479,846 8,131,609 12.11 Class C 12,215,638 1,011,229 12.08 Class R4(a) 76,765 6,275 12.23 - ----------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Conservative Class A 82,673,511 7,926,810 10.43 Class B 35,957,945 3,458,347 10.40 Class C 5,208,785 500,413 10.41 Class R4(a) 23,731 2,296 10.34 - -----------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 59
- ----------------------------------------------------------------------------------------------------------------------------- FUND NET ASSETS SHARES OUTSTANDING NET ASSET VALUE OF ONE SHARE - ----------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Class A 600,269,888 52,846,837 11.36 Class B 188,670,967 16,679,954 11.31 Class C 27,189,749 2,401,836 11.32 Class R4(a) 111,556 9,835 11.34 - ----------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Aggressive Class A 801,243,094 68,285,569 11.73 Class B 202,093,816 17,295,309 11.68 Class C 25,618,875 2,193,231 11.68 Class R4(a) 339,106 28,867 11.75 - ----------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Conservative Class A 197,884,478 18,243,067 10.85 Class B 70,978,040 6,562,786 10.82 Class C 12,991,707 1,200,747 10.82 Class R4(a) 28,252 2,615 10.80 - ----------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Total Equity Class A 364,207,385 28,873,885 12.61 Class B 91,174,410 7,283,997 12.52 Class C 11,361,042 909,754 12.49 Class R4(a) 194,364 15,365 12.65 - ----------------------------------------------------------------------------------------------------------------------------- S&P 500 Index Class D 57,268,626 10,342,190 5.54 Class E 241,190,686 43,377,282 5.56 - ----------------------------------------------------------------------------------------------------------------------------- Small Company Index Class A 834,954,281 99,373,376 8.40 Class B 229,997,889 30,755,493 7.48 Class R4(a) 10,300,727 1,199,527 8.59 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - ----------------------------------------------------------------------------------------------------------------------------- Equity Value Class A 1,038,420,343 77,344,252 13.43 Class B 185,258,605 13,764,180 13.46 Class C 6,274,898 470,398 13.34 Class I 14,387 1,070 13.45 Class R2 5,024 374 13.43 Class R3 5,024 374 13.43 Class R4(a) 11,834,082 880,545 13.44 Class R5 5,024 374 13.43 Class W 5,102 380 13.43 - ----------------------------------------------------------------------------------------------------------------------------- Precious Metals and Mining Class A 97,644,562 6,936,869 14.08 Class B 17,659,188 1,336,794 13.21 Class C 1,801,852 137,792 13.08 Class I 14,068 989 14.22 Class R4(a) 90,369 6,356 14.22 - ----------------------------------------------------------------------------------------------------------------------------- Small Cap Advantage Class A 441,693,595 73,720,330 5.99 Class B 129,336,345 23,611,177 5.48 Class C 8,769,589 1,600,573 5.48 Class I 9,161 1,484 6.17 Class R2 4,138 679 6.09 Class R3 4,143 679 6.10 Class R4(a) 407,304 66,765 6.10 Class R5 4,149 679 6.11 - -----------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 60
- ----------------------------------------------------------------------------------------------------------------------------- FUND NET ASSETS SHARES OUTSTANDING NET ASSET VALUE OF ONE SHARE - ----------------------------------------------------------------------------------------------------------------------------- Small Cap Growth Class A 113,612,985 22,851,570 4.97 Class B 43,605,178 9,235,700 4.72 Class C 4,604,901 974,784 4.72 Class I 51,300,183 10,105,257 5.08 Class R2 4,770 951 5.02 Class R3 4,771 951 5.02 Class R4(a) 270,967 53,975 5.02 Class R5 4,779 951 5.03 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2010 Class A 570,807 52,343 10.91 Class R2 5,101 468 10.90 Class R3 5,102 468 10.90 Class R4 5,103 468 10.90 Class R5 5,103 468 10.90 Class Y 17,027,528 1,561,292 10.91 - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2015 Class A 1,558,139 141,208 11.03 Class R2 5,124 465 11.02 Class R3 5,128 465 11.03 Class R4 5,133 465 11.04 Class R5 5,137 465 11.05 Class Y 24,335,322 2,202,953 11.05 - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2020 Class A 1,811,990 163,746 11.07 Class R2 5,138 464 11.07 Class R3 5,142 464 11.08 Class R4 5,147 464 11.09 Class R5 5,152 464 11.10 Class Y 36,822,853 3,319,542 11.09 - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2025 Class A 1,626,912 146,790 11.08 Class R2 5,166 466 11.09 Class R3 5,171 466 11.10 Class R4 5,168 465 11.11 Class R5 5,173 465 11.12 Class Y 36,511,597 3,284,899 11.11 - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2030 Class A 1,234,023 110,886 11.13 Class R2 5,159 464 11.12 Class R3 5,164 464 11.13 Class R4 5,169 464 11.14 Class R5 5,173 464 11.15 Class Y 34,804,136 3,120,579 11.15 - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2035 Class A 856,259 77,424 11.06 Class R2 5,163 467 11.06 Class R3 5,168 467 11.07 Class R4 5,173 467 11.08 Class R5 5,177 467 11.09 Class Y 20,424,143 1,842,764 11.08 - -----------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 61
- ----------------------------------------------------------------------------------------------------------------------------- FUND NET ASSETS SHARES OUTSTANDING NET ASSET VALUE OF ONE SHARE - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2040 Class A 408,307 36,765 11.11 Class R2 5,152 464 11.10 Class R3 5,157 464 11.11 Class R4 5,161 464 11.12 Class R5 5,166 464 11.13 Class Y 26,163,420 2,350,709 11.13 - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2045 Class A 449,557 40,512 11.10 Class R2 5,165 466 11.08 Class R3 5,170 466 11.09 Class R4 5,174 466 11.10 Class R5 5,179 466 11.11 Class Y 6,194,498 557,075 11.12 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - ----------------------------------------------------------------------------------------------------------------------------- Aggressive Growth Class A 399,711,131 40,595,431 9.85 Class B 97,376,249 10,200,166 9.55 Class C 1,777,567 186,186 9.55 Class I 98,651,692 9,896,891 9.97 Class R2 5,658 572 9.89 Class R3 5,665 572 9.90 Class R4(a) 90,912 9,173 9.91 Class R5 5,679 572 9.93 - ----------------------------------------------------------------------------------------------------------------------------- Fundamental Growth Class A 18,943,663 2,707,778 7.00 Class B 5,745,289 848,868 6.77 Class C 758,297 111,896 6.78 Class I 212,413,837 29,927,715 7.10 Class R4(a) 48,276 6,836 7.06 - ----------------------------------------------------------------------------------------------------------------------------- Fundamental Value Class A 822,766,661 117,196,079 7.02 Class B 257,797,220 37,969,190 6.79 Class C 19,629,840 2,880,002 6.82 Class I 90,894,421 12,814,095 7.09 Class R4(a) 1,044,983 148,002 7.06 - ----------------------------------------------------------------------------------------------------------------------------- High Yield Bond Class A 1,462,714,531 484,680,021 3.02 Class B 320,767,041 106,329,088 3.02 Class C 25,659,465 8,557,601 3.00 Class I 97,100,427 32,190,847 3.02 Class R2 5,120 1,695 3.02 Class R3 5,119 1,695 3.02 Class R4(a) 1,252,245 415,365 3.01 Class R5 5,120 1,695 3.02 Class W 30,060,498 10,016,119 3.00 - ----------------------------------------------------------------------------------------------------------------------------- Income Builder Basic Income Class A 197,480,474 18,306,514 10.79 Class B 33,369,169 3,098,661 10.77 Class C 8,088,151 750,276 10.78 Class R4(a) 106,546 9,868 10.80 - ----------------------------------------------------------------------------------------------------------------------------- Income Builder Enhanced Income Class A 266,493,709 24,047,577 11.08 Class B 38,769,941 3,502,670 11.07 Class C 10,729,906 969,089 11.07 Class R4(a) 39,068 3,524 11.09 - -----------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 62
- ----------------------------------------------------------------------------------------------------------------------------- FUND NET ASSETS SHARES OUTSTANDING NET ASSET VALUE OF ONE SHARE - ----------------------------------------------------------------------------------------------------------------------------- Income Builder Moderate Income Class A 458,497,113 41,715,177 10.99 Class B 68,996,638 6,291,731 10.97 Class C 15,332,314 1,396,682 10.98 Class R4(a) 19,870 1,806 11.00 - ----------------------------------------------------------------------------------------------------------------------------- Select Value Class A 448,392,699 75,595,343 5.93 Class B 125,804,793 22,107,427 5.69 Class C 8,953,531 1,574,251 5.69 Class I 30,305,964 5,025,259 6.03 Class R4(a) 95,049 15,886 5.98 - ----------------------------------------------------------------------------------------------------------------------------- Short Duration U.S. Government Class A 513,555,337 108,496,677 4.73 Class B 216,252,753 45,676,904 4.73 Class C 10,269,796 2,169,685 4.73 Class I 54,815,256 11,563,982 4.74 Class R4(a) 3,856,258 814,685 4.73 Class W 4,980 1,053 4.73 - ----------------------------------------------------------------------------------------------------------------------------- Small Cap Equity Class A 274,668,755 40,475,947 6.79 Class B 43,661,999 6,746,392 6.47 Class C 3,367,966 521,089 6.46 Class I 11,768 1,724 6.83 Class R4(a) 4,055,830 590,525 6.87 - ----------------------------------------------------------------------------------------------------------------------------- Small Cap Value Class A 682,266,694 104,074,892 6.56 Class B 260,475,063 41,623,621 6.26 Class C 18,231,415 2,907,017 6.27 Class I 26,529,768 3,966,668 6.69 Class R2 4,526 685 6.61 Class R3 4,532 685 6.62 Class R4(a) 349,188 52,748 6.62 Class R5 4,543 685 6.63 - ----------------------------------------------------------------------------------------------------------------------------- U.S. Government Mortgage Class A 110,626,774 22,121,800 5.00 Class B 44,391,082 8,873,574 5.00 Class C 4,878,851 975,139 5.00 Class I 207,377,398 41,508,753 5.00 Class R4(a) 39,842,143 7,972,479 5.00 - ----------------------------------------------------------------------------------------------------------------------------- Value Class A 211,688,779 37,389,078 5.66 Class B 88,890,354 16,146,970 5.51 Class C 6,587,937 1,193,612 5.52 Class I 60,205,362 10,545,615 5.71 Class R4(a) 126,927 22,309 5.69 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - ----------------------------------------------------------------------------------------------------------------------------- Dividend Opportunity Class A 1,452,870,794 150,496,501 9.65 Class B 303,235,001 31,632,609 9.59 Class C 25,821,807 2,697,582 9.57 Class I 241,944,888 25,013,097 9.67 Class R4(a) 1,327,869 137,249 9.67 Class W 5,493 568 9.67 - -----------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 63
- ----------------------------------------------------------------------------------------------------------------------------- FUND NET ASSETS SHARES OUTSTANDING NET ASSET VALUE OF ONE SHARE - ----------------------------------------------------------------------------------------------------------------------------- Real Estate Class A 146,543,348 9,256,921 15.83 Class B 29,348,848 1,867,016 15.72 Class C 2,336,410 148,656 15.72 Class I 94,663,945 5,966,761 15.87 Class R4(a) 189,682 12,014 15.79 Class W 4,340 275 15.78 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - ----------------------------------------------------------------------------------------------------------------------------- Cash Management Class A 4,662,135,661 4,661,926,326 1.00 Class B 75,691,552 75,887,752 1.00 Class C 3,601,400 3,602,252 1.00 Class I 49,244,173 49,241,684 1.00 Class R5 4,999 5,000 1.00 Class W 120,154,895 120,156,352 1.00 Class Y 43,544,377 43,630,241 1.00 - ----------------------------------------------------------------------------------------------------------------------------- Core Bond Class A 39,913,930 4,212,416 9.48 Class B 10,154,475 1,070,928 9.48 Class C 587,688 61,965 9.48 Class I 259,104,810 27,376,402 9.46 Class R2 4,912 518 9.48 Class R3 4,912 518 9.48 Class R4(a) 9,474 1,000 9.47 Class R5 4,912 518 9.48 Class W 4,889 516 9.47 - ----------------------------------------------------------------------------------------------------------------------------- Disciplined Equity Class A 1,410,073,147 195,317,511 7.22 Class B 62,090,519 8,724,783 7.12 Class C 3,322,979 467,585 7.11 Class I 441,406,784 60,689,061 7.27 Class R2 4,763 661 7.21 Class R3 4,770 661 7.22 Class R4(a) 157,584,051 21,739,173 7.25 Class R5 4,783 661 7.24 Class W 744,887,615 103,164,030 7.22 - ----------------------------------------------------------------------------------------------------------------------------- Disciplined Small and Mid Cap Equity Class A 18,372,667 1,924,399 9.55 Class B 1,365,013 144,191 9.47 Class C 183,734 19,407 9.47 Class I 38,785,276 4,051,418 9.57 Class R4(a) 15,157 1,586 9.56 Class W 57,063,032 5,979,419 9.54 - ----------------------------------------------------------------------------------------------------------------------------- Disciplined Small Cap Value Class A 13,618,506 1,361,629 10.00 Class B 551,233 55,679 9.90 Class C 46,126 4,657 9.90 Class I 25,166,988 2,509,791 10.03 Class R2 4,536 455 9.97 Class R3 4,544 455 9.99 Class R4(a) 10,004 1,000 10.00 Class R5 4,557 455 10.02 - ----------------------------------------------------------------------------------------------------------------------------- Floating Rate Class A 426,098,639 43,927,296 9.70 Class B 48,127,927 4,961,642 9.70 Class C 23,742,707 2,447,587 9.70 Class I 186,030,163 19,185,525 9.70 Class R4(a) 294,089 30,330 9.70 Class W 4,822 497 9.70 - -----------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 64
- ----------------------------------------------------------------------------------------------------------------------------- FUND NET ASSETS SHARES OUTSTANDING NET ASSET VALUE OF ONE SHARE - ----------------------------------------------------------------------------------------------------------------------------- Growth Class A 2,392,774,288 73,100,079 32.73 Class B 369,487,313 12,401,019 29.79 Class C 20,332,352 682,923 29.77 Class I 298,304,650 8,893,003 33.54 Class R2 5,135 155 33.13 Class R3 5,143 155 33.18 Class R4(a) 145,831,935 4,373,779 33.34 Class R5 5,159 155 33.28 Class W 5,214 157 33.21 - ----------------------------------------------------------------------------------------------------------------------------- Income Opportunities Class A 177,438,822 17,763,829 9.99 Class B 43,356,468 4,342,532 9.98 Class C 4,788,510 479,660 9.98 Class I 85,512,402 8,550,686 10.00 Class R4(a) 152,957 15,307 9.99 - ----------------------------------------------------------------------------------------------------------------------------- Inflation Protected Securities Class A 65,959,818 6,807,001 9.69 Class B 16,143,740 1,666,752 9.69 Class C 1,784,275 184,194 9.69 Class I 310,160,205 32,014,702 9.69 Class R4(a) 9,661 1,000 9.66 Class W 4,932 509 9.69 - ----------------------------------------------------------------------------------------------------------------------------- Large Cap Equity Class A 5,038,950,020 833,522,641 6.05 Class B 833,234,754 140,889,101 5.91 Class C 31,622,901 5,341,167 5.92 Class I 67,937,053 11,159,673 6.09 Class R2 5,001 822 6.08 Class R3 5,009 822 6.09 Class R4(a) 330,120,266 53,887,010 6.13 Class R5 25,375,778 4,153,053 6.11 - ----------------------------------------------------------------------------------------------------------------------------- Large Cap Value Class A 62,421,177 10,928,420 5.71 Class B 15,116,287 2,672,256 5.66 Class C 1,041,705 184,547 5.64 Class I 16,865,439 2,934,662 5.75 Class R2 4,345 763 5.69 Class R3 4,352 763 5.70 Class R4(a) 37,830 6,589 5.74 Class R5 4,364 763 5.72 - ----------------------------------------------------------------------------------------------------------------------------- Limited Duration Bond Class A 61,546,982 6,425,229 9.58 Class B 9,671,171 1,009,974 9.58 Class C 1,598,714 167,013 9.57 Class I 78,906,235 8,234,187 9.58 Class R4(a) 9,580 1,000 9.58 Class W 4,907 512 9.58 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - ----------------------------------------------------------------------------------------------------------------------------- California Tax-Exempt(b) Class A 170,289,094 32,979,699 5.16 Class B 8,771,389 1,699,853 5.16 Class C 2,177,694 421,234 5.17 - ----------------------------------------------------------------------------------------------------------------------------- Diversified Bond Class A 2,013,110,199 422,021,713 4.77 Class B 401,897,200 84,250,141 4.77 Class C 17,292,094 3,624,635 4.77 Class I 275,800,310 57,740,014 4.78 Class Y 172,667,879 36,202,020 4.77 - -----------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 65
- ----------------------------------------------------------------------------------------------------------------------------- FUND NET ASSETS SHARES OUTSTANDING NET ASSET VALUE OF ONE SHARE - ----------------------------------------------------------------------------------------------------------------------------- Massachusetts Tax-Exempt(b) Class A 48,768,545 9,154,223 5.33 Class B 9,072,094 1,703,066 5.33 Class C 798,191 149,911 5.32 - ----------------------------------------------------------------------------------------------------------------------------- Michigan Tax-Exempt(b) Class A 45,706,641 8,698,092 5.25 Class B 2,650,676 504,169 5.26 Class C 1,415,848 269,384 5.26 - ----------------------------------------------------------------------------------------------------------------------------- Minnesota Tax-Exempt(b) Class A 308,554,161 58,516,172 5.27 Class B 29,477,245 5,589,082 5.27 Class C 8,150,812 1,545,590 5.27 - ----------------------------------------------------------------------------------------------------------------------------- New York Tax-Exempt(b) Class A 63,093,671 12,494,210 5.05 Class B 6,828,613 1,352,374 5.05 Class C 1,148,771 227,499 5.05 - ----------------------------------------------------------------------------------------------------------------------------- Ohio Tax-Exempt(b) Class A 42,239,331 8,027,783 5.26 Class B 4,990,875 948,475 5.26 Class C 1,494,472 283,946 5.26 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - ----------------------------------------------------------------------------------------------------------------------------- Balanced Class A 958,862,290 91,158,363 10.52 Class B 69,852,644 6,683,948 10.45 Class C 4,204,946 402,589 10.44 Class Y 139,181,201 13,233,867 10.52 - ----------------------------------------------------------------------------------------------------------------------------- Disciplined Large Cap Growth* N/A N/A N/A - ----------------------------------------------------------------------------------------------------------------------------- Diversified Equity Income Class A 5,432,695,767 414,854,489 13.10 Class B 1,208,096,254 92,172,558 13.11 Class C 86,482,609 6,608,956 13.09 Class I 133,039,278 10,165,129 13.09 Class Y 95,527,571 7,288,120 13.11 - ----------------------------------------------------------------------------------------------------------------------------- Mid Cap Value Class A 1,443,445,703 158,235,901 9.12 Class B 296,980,090 33,415,191 8.89 Class C 26,549,537 2,986,537 8.89 Class I 17,952,154 1,942,703 9.24 Class Y 45,294,773 4,928,660 9.19 - ----------------------------------------------------------------------------------------------------------------------------- Strategic Allocation Class A 1,209,435,158 112,183,002 10.78 Class B 146,396,175 13,691,129 10.69 Class C 22,536,506 2,114,752 10.66 Class Y 13,780,810 1,277,961 10.78 - ----------------------------------------------------------------------------------------------------------------------------- Strategic Income Allocation* N/A N/A N/A - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - ----------------------------------------------------------------------------------------------------------------------------- Absolute Return Currency and Income Class A 10,053,611 996,000 10.09 Class B 10,093 1,000 10.09 Class C 10,093 1,000 10.09 Class I 68,129,549 6,743,149 10.10 Class R4(a) 10,094 1,000 10.09 Class W N/A N/A N/A - -----------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 66
- ----------------------------------------------------------------------------------------------------------------------------- FUND NET ASSETS SHARES OUTSTANDING NET ASSET VALUE OF ONE SHARE - ----------------------------------------------------------------------------------------------------------------------------- Disciplined International Equity Class A 10,874,410 1,107,013 9.82 Class B 190,838 19,499 9.79 Class C 31,275 3,195 9.79 Class I 62,926,083 6,399,203 9.83 Class R4(a) 11,885 1,209 9.83 Class W N/A N/A N/A - ----------------------------------------------------------------------------------------------------------------------------- Emerging Markets Class A 425,229,317 37,571,472 11.32 Class B 76,605,821 7,204,484 10.63 Class C 4,798,555 450,159 10.66 Class I 41,144,243 3,576,427 11.50 Class R4(a) 5,734,130 498,653 11.50 - ----------------------------------------------------------------------------------------------------------------------------- Emerging Markets Bond Class A 11,663,305 1,147,539 10.16 Class B 510,005 50,209 10.16 Class C 38,734 3,818 10.15 Class I 47,400,407 4,663,886 10.16 Class R4(a) 14,378 1,415 10.16 Class W N/A N/A N/A - ----------------------------------------------------------------------------------------------------------------------------- European Equity Class A 85,143,488 15,798,323 5.39 Class B 29,438,905 5,546,040 5.31 Class C 1,489,197 280,865 5.30 Class I 15,461 2,865 5.40 Class R4(a) 4,340 802 5.41 - ----------------------------------------------------------------------------------------------------------------------------- Global Bond Class A 276,081,128 41,822,802 6.60 Class B 63,316,660 9,495,713 6.67 Class C 3,116,080 470,447 6.62 Class I 144,623,214 21,955,114 6.59 Class R4(a) 80,561 12,204 6.60 Class W N/A N/A N/A - ----------------------------------------------------------------------------------------------------------------------------- Global Equity Class A 608,153,308 80,859,119 7.52 Class B 110,122,992 15,600,152 7.06 Class C 5,663,445 807,287 7.02 Class R2 N/A N/A N/A Class R3 N/A N/A N/A Class R4(a) 9,464,690 1,246,167 7.60 Class R5 N/A N/A N/A Class W N/A N/A N/A - ----------------------------------------------------------------------------------------------------------------------------- Global Technology Class A 122,944,396 50,874,610 2.42 Class B 42,498,835 20,342,056 2.09 Class C 3,415,678 1,630,088 2.10 Class I 14,460 5,882 2.46 Class R4(a) 544,605 223,793 2.43 - ----------------------------------------------------------------------------------------------------------------------------- International Aggressive Growth Class A 293,775,958 31,171,014 9.42 Class B 66,512,481 7,289,751 9.12 Class C 4,436,253 486,251 9.12 Class I 127,665,491 13,394,495 9.53 Class R4(a) 830,516 87,614 9.48 - -----------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 67
- ----------------------------------------------------------------------------------------------------------------------------- FUND NET ASSETS SHARES OUTSTANDING NET ASSET VALUE OF ONE SHARE - ----------------------------------------------------------------------------------------------------------------------------- International Equity Class A 99,431,354 11,739,511 8.47 Class B 25,438,560 3,052,687 8.33 Class C 1,752,171 210,053 8.34 Class I 68,401,947 8,030,624 8.52 Class R4(a) 208,406 24,590 8.48 - ----------------------------------------------------------------------------------------------------------------------------- International Opportunity Class A 464,197,404 48,662,459 9.54 Class B 77,061,945 8,313,137 9.27 Class C 3,350,335 364,611 9.19 Class I 105,055,917 10,892,334 9.64 Class R2 N/A N/A N/A Class R3 N/A N/A N/A Class R4(a) 814,767 83,796 9.72 Class R5 N/A N/A N/A - ----------------------------------------------------------------------------------------------------------------------------- International Select Value Class A 1,541,660,931 140,143,797 11.00 Class B 380,209,275 35,755,399 10.63 Class C 25,603,920 2,411,018 10.62 Class I 89,262,817 8,020,468 11.13 Class R4(a) 1,779,472 160,592 11.08 - ----------------------------------------------------------------------------------------------------------------------------- International Small Cap Class A 66,757,092 7,136,008 9.35 Class B 16,957,050 1,862,179 9.11 Class C 992,519 108,850 9.12 Class I 15,421,576 1,630,325 9.46 Class R4(a) 105,171 11,180 9.41 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - ----------------------------------------------------------------------------------------------------------------------------- Intermediate Tax-Exempt Class A 79,222,404 14,870,237 5.33 Class B 10,105,406 1,898,265 5.32 Class C 3,889,860 730,718 5.32 - ----------------------------------------------------------------------------------------------------------------------------- Mid Cap Growth Class A 1,092,797,106 75,865,923 14.40 Class B 207,104,427 15,809,072 13.10 Class C 8,971,125 684,902 13.10 Class I 5,584 379 14.73 Class R4(a) 28,734,870 1,966,443 14.61 - ----------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Bond Class A 788,062,658 202,199,047 3.90 Class B 42,861,116 10,998,990 3.90 Class C 6,544,550 1,678,589 3.90 - ----------------------------------------------------------------------------------------------------------------------------- Tax-Exempt High Income Class A 3,042,227,492 684,487,152 4.44 Class B 126,941,031 28,569,339 4.44 Class C 17,942,164 4,035,449 4.45 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING DECEMBER 31 - ----------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Money Market 117,705,960 117,733,876 1.00 - -----------------------------------------------------------------------------------------------------------------------------
* As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. (a) Effective Dec. 11, 2006, Class Y was renamed Class R4. (b) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. The information shown is as of Aug. 31, 2006. FOR FUNDS OTHER THAN MONEY MARKET FUNDS. In determining net assets before shareholder transactions, a fund's securities are valued as follows as of the close of business of the New York Stock Exchange (the Exchange): - Securities traded on a securities exchange for which a last-quoted sales price is readily available are valued at the last-quoted sales price on the exchange where such security is primarily traded. Statement of Additional Information - Sept. 28, 2007 Page 68 - Securities traded on a securities exchange for which a last-quoted sales price is not readily available are valued at the mean of the closing bid and asked prices, looking first to the bid and asked prices on the exchange where the security is primarily traded and, if none exist, to the over-the-counter market. - Securities included in the NASDAQ National Market System are valued at the last-quoted sales price in this market. - Securities included in the NASDAQ National Market System for which a last-quoted sales price is not readily available, and other securities traded over-the-counter but not included in the NASDAQ National Market System are valued at the mean of the closing bid and asked prices. - Futures and options traded on major exchanges are valued at the last-quoted sales price on their primary exchange. - Foreign securities traded outside the United States are generally valued as of the time their trading is complete, which is usually different from the close of the Exchange. Foreign securities quoted in foreign currencies are translated into U.S. dollars utilizing spot exchange rates at the close of regular trading on the NYSE. - Occasionally, events affecting the value of securities occur between the time the primary market on which the securities are traded closes and the close of the Exchange. If events materially affect the value of securities, the securities will be valued at their fair value according to procedures decided upon in good faith by the Board. This occurs most commonly with foreign securities, but may occur in other cases. The fair value of a security is likely to be different from the quoted or published price. - Short-term securities maturing more than 60 days from the valuation date are valued at the readily available market price or approximate market value based on current interest rates. Short-term securities maturing in 60 days or less that originally had maturities of more than 60 days at acquisition date are valued at amortized cost using the market value on the 61st day before maturity. Short-term securities maturing in 60 days or less at acquisition date are valued at amortized cost. Amortized cost is an approximation of market value determined by systematically increasing the carrying value of a security if acquired at a discount, or reducing the carrying value if acquired at a premium, so that the carrying value is equal to maturity value on the maturity date. - Securities without a readily available market price and securities for which the price quotations or valuations received from other sources are deemed unreliable or not reflective of market value are valued at fair value as determined in good faith by the Board. The Board is responsible for selecting methods it believes provide fair value. - When possible, bonds are valued by a pricing service independent from the funds. If a valuation of a bond is not available from a pricing service, the bond will be valued by a dealer knowledgeable about the bond if such a dealer is available. The assets of funds-of-funds consist primarily of shares of the underlying funds, which are valued at their NAVs. Other securities held by funds-of-funds are valued as described above. Statement of Additional Information - Sept. 28, 2007 Page 69 FOR MONEY MARKET FUNDS. In accordance with Rule 2a-7 of the 1940 Act, all of the securities in the fund's portfolio are valued at amortized cost. The amortized cost method of valuation is an approximation of market value determined by systematically increasing the carrying value of a security if acquired at a discount, or reducing the carrying value if acquired at a premium, so that the carrying value is equal to maturity value on the maturity date. Amortized cost does not take into consideration unrealized capital gains or losses. The Board has established procedures designed to stabilize the fund's price per share for purposes of sales and redemptions at $1, to the extent that it is reasonably possible to do so. These procedures include review of the fund's securities by the Board, at intervals deemed appropriate by it, to determine whether the fund's net asset value per share computed by using available market quotations deviates from a share value of $1 as computed using the amortized cost method. The Board must consider any deviation that appears and, if it exceeds 0.5%, it must determine what action, if any, needs to be taken. If the Board determines a deviation exists that may result in a material dilution of the holdings of current shareholders or investors, or in any other unfair consequences for shareholders, it must undertake remedial action that it deems necessary and appropriate. Such action may include withholding dividends, calculating net asset value per share for purposes of sales and redemptions using available market quotations, making redemptions in kind, and selling securities before maturity in order to realize capital gains or losses or to shorten average portfolio maturity. While the amortized cost method provides certainty and consistency in portfolio valuation, it may result in valuations of securities that are either somewhat higher or lower than the prices at which the securities could be sold. This means that during times of declining interest rates the yield on the fund's shares may be higher than if valuations of securities were made based on actual market prices and estimates of market prices. Accordingly, if using the amortized cost method were to result in a lower portfolio value, a prospective investor in the fund would be able to obtain a somewhat higher yield than the investor would get if portfolio valuations were based on actual market values. Existing shareholders, on the other hand, would receive a somewhat lower yield than they would otherwise receive. The opposite would happen during a period of rising interest rates. PORTFOLIO HOLDINGS DISCLOSURE Each fund's Board and the investment manager believe that the investment ideas of the investment manager with respect to management of a fund should benefit the fund and its shareholders, and do not want to afford speculators an opportunity to profit by anticipating fund trading strategies or by using fund portfolio holdings information for stock picking. However, each fund's Board also believes that knowledge of the fund's portfolio holdings can assist shareholders in monitoring their investments, making asset allocation decisions, and evaluating portfolio management techniques. Each fund's Board has therefore adopted the investment manager's policies and approved the investment manager's procedures, including the investment manager's oversight of subadviser practices, relating to disclosure of the fund's portfolio securities. These policies and procedures are intended to protect the confidentiality of fund portfolio holdings information and generally prohibit the release of such information until such information is made public, unless such persons have been authorized to receive such information on a selective basis, as described below. It is the policy of the fund not to provide or permit others to provide holdings information on a selective basis, and the investment manager does not intend to selectively disclose holdings information or expect that such holdings information will be selectively disclosed, except where necessary for the fund's operation or where there are legitimate business purposes for doing so and, in any case, where conditions are met that are designed to protect the interests of the fund and its shareholders. Although the investment manager seeks to limit the selective disclosure of portfolio holdings information and such selective disclosure is monitored under the fund's compliance program for conformity with the policies and procedures, there can be no assurance that these policies will protect the fund from the potential misuse of holdings information by individuals or firms in possession of that information. Under no circumstances may the investment manager, its affiliates or any employee thereof receive any consideration or compensation for disclosing such holdings information. A complete schedule of each fund's portfolio holdings is available semi-annually and annually in shareholder reports filed on Form N-CSR and, after the first and third fiscal quarters, in regulatory filings on Form N-Q. These Statement of Additional Information - Sept. 28, 2007 Page 70 shareholder reports and regulatory filings are filed with the SEC in accordance with federal securities laws and are generally available within sixty (60) days of the end of a fund's fiscal quarter, on the SEC's website. Once holdings information is filed with the SEC, it will also be posted on the funds' website (riversource.com/funds), and it may be mailed, e-mailed or otherwise transmitted to any person. In addition, the investment manager makes publicly available information regarding a fund's top ten holdings (including name and percentage of a fund's assets invested in each such holding) and the percentage breakdown of a fund's investments by country, sector and industry, as applicable. This holdings information is generally made available through the website, marketing communications (including printed advertisements and sales literature), and/or telephone customer service centers that support the fund. This holdings information is generally as of a month-end and is not released until it is at least thirty (30) days old. From time to time, the investment manager may make partial or complete fund holdings information that is not publicly available on the website or otherwise available in advance of the time restrictions noted above (1) to its affiliated and unaffiliated service providers that require the information in the normal course of business in order to provide services to the fund (including, without limitation entities identified by name in the fund's prospectus or this SAI, such as custodians, auditors, subadvisers, financial printers (Cenveo, Inc., Vestek), pricing services (including Reuters Pricing Service, FT Interactive Data Corporation, Bear Stearns Pricing Service, and Kenny S&P), proxy voting services (Institutional Shareholder Services), and companies that deliver or support systems that provide analytical or statistical information (including Factset Research Systems, Bloomberg, L.P.), (2) to facilitate the review and/or rating of the fund by ratings and rankings agencies (including Morningstar, Inc., Thomson Financial and Lipper Inc.), (3) entities that provide trading, research or other investment related services (including Citigroup, Lehman Brothers Holdings, Merrill Lynch & Co., and Morgan Stanley), and (4) fund intermediaries that include the funds in discretionary wrap or other investment programs that request such information in order to support the services provided to investors in the programs. In such situations, the information is released subject to confidentiality agreements, duties imposed under applicable policies and procedures (for example, applicable codes of ethics) designed to prevent the misuse of confidential information, general duties under applicable laws and regulations, or other such duties of confidentiality. In addition, the fund discloses holdings information as required by federal, state or international securities laws, and may disclose holdings information in response to requests by governmental authorities, or in connection with litigation or potential litigation, a restructuring of a holding, where such disclosure is necessary to participate or explore participation in a restructuring of the holding (e.g., as part of a bondholder group), or to the issuer of a holding, pursuant to a request of the issuer or any other party who is duly authorized by the issuer. Each fund's Board has adopted the policies of the investment manager and approved the procedures Ameriprise Financial has established to ensure that the fund's holdings information is only disclosed in accordance with these policies. Before any selective disclosure of holdings information is permitted, the person seeking to disclose such holdings information must submit a written request to the Portfolio Holdings Committee ("PHC"). The PHC is comprised of members from the investment manager's General Counsel's Office, Compliance, and Communications. The PHC has been authorized by the fund's Board to perform an initial review of requests for disclosure of holdings information to evaluate whether there is a legitimate business purpose for selective disclosure, whether selective disclosure is in the best interests of a fund and its shareholders, to consider any potential conflicts of interest between the fund, the investment manager, and its affiliates, and to safeguard against improper use of holdings information. Factors considered in this analysis are whether the recipient has agreed to or has a duty to keep the holdings information confidential and whether risks have been mitigated such that the recipient has agreed or has a duty to use the holdings information only as necessary to effectuate the purpose for which selective disclosure was authorized, including a duty not to trade on such information. Before portfolio holdings may be selectively disclosed, requests approved by the PHC must also be authorized by a fund's Chief Compliance Officer or the fund's General Counsel. On at least an annual basis the PHC reviews the approved recipients of selective disclosure and, where appropriate, requires a resubmission of the request, in order to re-authorize any ongoing arrangements. These procedures are intended to be reasonably designed to protect the confidentiality of fund holdings information and to prohibit their release to individual investors, institutional investors, intermediaries that distribute the fund's shares, and other parties, until such holdings information is made public or unless such persons have been authorized to receive such holdings information on a selective basis, as set forth above. Statement of Additional Information - Sept. 28, 2007 Page 71 Although the investment manager has set up these procedures to monitor and control selective disclosure of holdings information, there can be no assurance that these procedures will protect a fund from the potential misuse of holdings information by individuals or firms in possession of that information. PROXY VOTING GENERAL GUIDELINES, POLICIES AND PROCEDURES The funds uphold a long tradition of supporting sound and principled corporate governance. For over 30 years, the Board, which consists of a majority of independent Board members, has determined policies and voted proxies. The funds' investment manager, RiverSource Investments, and the funds' administrator, Ameriprise Financial, provide support to the Board in connection with the proxy voting process. GENERAL GUIDELINES CORPORATE GOVERNANCE MATTERS - The Board supports proxy proposals that it believes are tied to the interests of shareholders and votes against proxy proposals that appear to entrench management. For example: - The Board generally votes in favor of proposals for an independent chairman or, if the chairman is not independent, in favor of a lead independent director. - The Board supports annual election of all directors and proposals to eliminate classes of directors. - In a routine election of directors, the Board will generally vote with management's recommendations because the Board believes that management and nominating committees of independent directors are in the best position to know what qualifications are required of directors to form an effective board. However, the Board will generally vote against a nominee who has been assigned to the audit, compensation, or nominating committee if the nominee is not independent of management based on established criteria. The Board will also withhold support for any director who fails to attend 75% of meetings or has other activities that appear to interfere with his or her ability to commit sufficient attention to the company and, in general, will vote against nominees who are determined to have been involved in options backdating. - The Board generally supports proposals requiring director nominees to receive a majority of affirmative votes cast in order to be elected to the board, and opposes cumulative voting based on the view that each director elected should represent the interests of all shareholders. - Votes in a contested election of directors are evaluated on a case-by-case basis. In general, the Board believes that incumbent management and nominating committees, with access to more and better information, are in the best position to make strategic business decisions. However, the Board will consider an opposing slate if it makes a compelling business case for leading the company in a new direction. SHAREHOLDER RIGHTS PLANS - The Board generally supports shareholder rights plans based on a belief that such plans force uninvited bidders to negotiate with a company's board. The Board believes these negotiations allow time for the company to maximize value for shareholders by forcing a higher premium from a bidder, attracting a better bid from a competing bidder or allowing the company to pursue its own strategy for enhancing shareholder value. The Board supports proposals to submit shareholder rights plans to shareholders and supports limiting the vote required for approval of such plans to a majority of the votes cast. AUDITORS - The Board values the independence of auditors based on established criteria. The Board supports a reasonable review of matters that may raise concerns regarding an auditor's service that may cause the Board to vote against a management recommendation, including, for example, auditor involvement in significant financial restatements, options backdating, material weaknesses in control, attempts to limit auditor liability or situations where independence has been compromised. Statement of Additional Information - Sept. 28, 2007 Page 72 STOCK OPTION PLANS AND OTHER MANAGEMENT COMPENSATION ISSUES - The Board expects company management to give thoughtful consideration to providing competitive long-term employee incentives directly tied to the interest of shareholders. The Board votes against proxy proposals that it believes dilute shareholder value excessively. The Board believes that equity compensation awards can be a useful tool, when not abused, for retaining employees and giving them incentives to engage in conduct that will improve the performance of the company. In this regard, the Board generally favors minimum holding periods of stock obtained by senior management pursuant to an option plan and will vote against compensation plans for executives that it deems excessive. SOCIAL AND CORPORATE POLICY ISSUES - The Board believes proxy proposals should address the business interests of the corporation. Shareholder proposals sometime seek to have the company disclose or amend certain business practices based purely on social or environmental issues rather than compelling business arguments. In general, the Board recognizes our fund shareholders are likely to have differing views of social and environmental issues and believes that these matters are primarily the responsibility of a company's management and its board of directors. POLICIES AND PROCEDURES The policy of the Board is to vote all proxies of the companies in which a fund holds investments. Because of the volume and complexity of the proxy voting process, including inherent inefficiencies in the process that are outside the control of the Board or the Proxy Team (below), not all proxies may be voted. The Board has implemented policies and procedures that have been reasonably designed to vote proxies and to ensure that there are no conflicts between interests of a fund's shareholders and those of the funds' principal underwriters, RiverSource Investments, or other affiliated persons. In exercising its proxy voting responsibilities, the Board may rely upon the research or recommendations of one or more third party service providers. The administration of the proxy voting process is handled by the RiverSource Proxy Administration Team ("Proxy Team"). In exercising its responsibilities, the Proxy Team may rely upon one or more third party service providers. The Proxy Team assists the Board in identifying situations where its guidelines do not clearly require a vote in a particular manner and assists in researching matters and making voting recommendations. RiverSource Investments may recommend that a proxy be voted in a manner contrary to the Board's guidelines. In making recommendations to the Board about voting on a proposal, the investment manager relies on its own investment personnel (or the investment personnel of a fund's subadviser(s)) and information obtained from an independent research firm. The investment manager makes the recommendation in writing. The process requires that Board members who are independent from the investment manager consider the recommendation and decide how to vote the proxy proposal or establish a protocol for voting the proposal. On an annual basis, or more frequently as determined necessary, the Board reviews recommendations to revise the existing guidelines or add new guidelines. Recommendations are based on, among other things, industry trends and the frequency that similar proposals appear on company ballots. The Board considers management's recommendations as set out in the company's proxy statement. In each instance in which a fund votes against management's recommendation (except when withholding votes from a nominated director), the Board sends a letter to senior management of the company explaining the basis for its vote. This permits both the company's management and the Board to have an opportunity to gain better insight into issues presented by the proxy proposal(s). VOTING IN COUNTRIES OUTSIDE THE UNITED STATES (NON-U.S. COUNTRIES) - Voting proxies for companies not domiciled in the United States may involve greater effort and cost due to the variety of regulatory schemes and corporate practices. For example, certain non-U.S. countries require securities to be blocked prior to a vote, which means that the securities to be voted may not be traded within a specified number of days before the shareholder meeting. The Board typically will not vote securities in non-U.S. countries that require securities to be blocked as the need for liquidity of the securities in the funds will typically outweigh the benefit of voting. There may be additional costs associated with voting in non-U.S. countries such that the Board may determine that the cost of voting outweighs the potential benefit. SECURITIES ON LOAN - The Board will generally refrain from recalling securities on loan based upon its determination that the costs and lost revenue to the funds, combined with the administrative effects of recalling the securities, Statement of Additional Information - Sept. 28, 2007 Page 73 generally outweigh the benefit of voting the proxy. While neither the Board nor the funds' administrator assesses the economic impact and benefits of voting loaned securities on a case-by-case basis, situations may arise where the Board requests that loaned securities be recalled in order to vote a proxy. In this regard, if a proxy relates to matters that may impact the nature of a company, such as a proposed merger or acquisition, and the funds' ownership position is more significant, the Board has established a guideline to direct the funds' administrator to use its best efforts to recall such securities based upon its determination that, in these situations, the benefits of voting such proxies generally outweigh the costs or lost revenue to the funds, or any potential adverse administrative effects to the funds, of not recalling such securities. INVESTMENT IN AFFILIATED FUNDS - Certain RiverSource funds may invest in shares of other RiverSource funds (referred to in this context as "underlying funds") and may own substantial portions of these underlying funds. The proxy policy of the funds is to ensure that direct public shareholders of underlying funds control the outcome of any shareholder vote. To help manage this potential conflict of interest, recognizing that the direct public shareholders of these underlying funds may represent only a minority interest, the policy of the funds is to vote proxies of the underlying funds in the same proportion as the vote of the direct public shareholders. If there are no direct public shareholders of an underlying fund, the policy is to cast votes in accordance with instructions from the independent members of the Board. OBTAIN A PROXY VOTING RECORD Each year the RiverSource funds file their proxy voting records with the SEC and make them available by August 31 for the 12-month period ending June 30 of that year. The records can be obtained without charge through riversource.com/funds or searching the website of the SEC at www.sec.gov. INVESTING IN A FUND Absolute Return Currency and Income Fund is currently only available to certain limited institutional investors. As of Oct. 18, 2007, Absolute Return Currency and Income Fund will also be available to investors purchasing Classes A, C, I, R4, R5 and W shares in authorized investment programs managed by investment professionals, including discretionary managed account programs. Class B shares are closed to investors. SALES CHARGE Investors should understand that the purpose and function of the initial sales charge and distribution fee for Class A shares is the same as the purpose and function of the contingent deferred sales charge (CDSC) and distribution fee for Class B and Class C shares. The sales charges and distribution fees applicable to each class pay for the distribution of shares of a fund. Shares of a fund are sold at the public offering price. The public offering price is the NAV of one share adjusted for the sales charge for Class A. For Class B, Class C, Class D, Class E, Class I, Class R2, Class R3, Class R4, Class R5, Class W and Class Y there is no initial sales charge so the public offering price is the same as the NAV. Statement of Additional Information - Sept. 28, 2007 Page 74 CLASS A - CALCULATION OF THE SALES CHARGE Sales charges are determined as shown in the following tables. Table 9A is organized by investment category. You can find your fund's investment category in Table 1. TABLE 9A. CLASS A SALES CHARGE For all funds EXCEPT Absolute Return Currency and Income
- --------------------------------------------------------------------------------------------------------------------------------- FUND OF FUNDS - FIXED INCOME, STATE TAX-EXEMPT FIXED INCOME, TAXABLE FIXED INCOME, BALANCED, EQUITY, FUND OF FUNDS - EQUITY TAX-EXEMPT FIXED INCOME --------------------------------------------------------------------------------------------- FUND CATEGORY SALES CHARGE* AS A PERCENTAGE OF: - --------------------------------------------------------------------------------------------------------------------------------- TOTAL MARKET VALUE PUBLIC OFFERING PRICE** NET AMOUNT INVESTED PUBLIC OFFERING PRICE** NET AMOUNT INVESTED - --------------------------------------------------------------------------------------------------------------------------------- Up to $49,999 5.75% 6.10% 4.75% 4.99% - --------------------------------------------------------------------------------------------------------------------------------- $50,000 - $99,999 4.75% 4.99% 4.25% 4.44% - --------------------------------------------------------------------------------------------------------------------------------- $100,000 - $249,999 3.50% 3.63% 3.50% 3.63% - --------------------------------------------------------------------------------------------------------------------------------- $250,000 - $499,999 2.50% 2.56% 2.50% 2.56% - --------------------------------------------------------------------------------------------------------------------------------- $500,000 - $999,999 2.00% 2.04% 2.00% 2.04% - --------------------------------------------------------------------------------------------------------------------------------- $1,000,000 or more*** 0.00% 0.00% 0.00% 0.00% - ---------------------------------------------------------------------------------------------------------------------------------
TABLE 9B. CLASS A SALES CHARGE -- ABSOLUTE RETURN CURRENCY AND INCOME FUND
- ------------------------------------------------------------------------------------------------------------------------ SALES CHARGE* AS A SALES CHARGE* AS A PERCENTAGE OF PERCENTAGE OF TOTAL MARKET VALUE PUBLIC OFFERING PRICE** NET AMOUNT INVESTED - ------------------------------------------------------------------------------------------------------------------------ Up to $49,999 3.00% 3.09% - ------------------------------------------------------------------------------------------------------------------------ $50,000 - $99,999 3.00% 3.09% - ------------------------------------------------------------------------------------------------------------------------ $100,000 - $249,999 2.50% 2.56% - ------------------------------------------------------------------------------------------------------------------------ $250,000 - $499,999 2.00% 2.04% - ------------------------------------------------------------------------------------------------------------------------ $500,000 - $999,999 1.50% 1.52% - ------------------------------------------------------------------------------------------------------------------------ $1,000,000 or more*** 0.00% 0.00% - ------------------------------------------------------------------------------------------------------------------------
* Because of rounding in the calculation of purchase price, the portion of the sales charge retained by the distributor may vary and the actual sales charge you pay may be more or less than the sales charge calculated using these percentages. ** Purchase price includes the sales charge. *** Although there is no sales charge for purchases with a total market value over $1,000,000, and therefore no re-allowance, the distributor may pay a financial institution the following: a sales commission of up to 1.00% for a sale with a total market value of $1,000,000 to $2,999,999; a sales commission up to 0.50% for a sale of $3,000,000 to $9,999,999; and a sales commission up to 0.25% for a sale of $10,000,000 or more. Using the sales charge schedule in the table above, for Class A, the public offering price for an investment of less than $50,000, made on the last day of the most recent fiscal period, was determined as shown in the following table. The sales charge is paid to the distributor by the person buying the shares. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. Statement of Additional Information - Sept. 28, 2007 Page 75 TABLE 10. PUBLIC OFFERING PRICE
- ----------------------------------------------------------------------------------------------------------------------------- 1.0 MINUS MAXIMUM FUND NET ASSET VALUE SALES CHARGE PUBLIC OFFERING PRICE - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - ----------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Aggressive $12.20 0.9425 $12.94 - ----------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Conservative 10.43 0.9525 10.95 - ----------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate 11.36 0.9425 12.05 - ----------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Aggressive 11.73 0.9425 12.45 - ----------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Conservative 10.85 0.9525 11.39 - ----------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Total Equity 12.61 0.9425 13.38 - ----------------------------------------------------------------------------------------------------------------------------- S&P 500 Index (for Class D) 5.54 No sales charge 5.54 - ----------------------------------------------------------------------------------------------------------------------------- Small Company Index 8.40 0.9425 8.91 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - ----------------------------------------------------------------------------------------------------------------------------- Equity Value 13.43 0.9425 14.25 - ----------------------------------------------------------------------------------------------------------------------------- Precious Metals and Mining 14.08 0.9425 14.94 - ----------------------------------------------------------------------------------------------------------------------------- Small Cap Advantage 5.99 0.9425 6.36 - ----------------------------------------------------------------------------------------------------------------------------- Small Cap Growth 4.97 0.9425 5.27 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2010 10.91 0.9425 11.58 - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2015 11.03 0.9425 11.70 - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2020 11.07 0.9425 11.75 - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2025 11.08 0.9425 11.76 - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2030 11.13 0.9425 11.81 - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2035 11.06 0.9425 11.73 - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2040 11.11 0.9425 11.79 - ----------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2045 11.10 0.9425 11.78 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - ----------------------------------------------------------------------------------------------------------------------------- Aggressive Growth 9.85 0.9425 10.45 - ----------------------------------------------------------------------------------------------------------------------------- Fundamental Growth 7.00 0.9425 7.43 - ----------------------------------------------------------------------------------------------------------------------------- Fundamental Value 7.02 0.9425 7.45 - ----------------------------------------------------------------------------------------------------------------------------- High Yield Bond 3.02 0.9525 3.17 - ----------------------------------------------------------------------------------------------------------------------------- Income Builder Basic Income 10.79 0.9525 11.33 - ----------------------------------------------------------------------------------------------------------------------------- Income Builder Enhanced Income 11.08 0.9525 11.63 - ----------------------------------------------------------------------------------------------------------------------------- Income Builder Moderate Income 10.99 0.9525 11.54 - ----------------------------------------------------------------------------------------------------------------------------- Select Value 5.93 0.9425 6.29 - ----------------------------------------------------------------------------------------------------------------------------- Short Duration U.S. Government 4.73 0.9525 4.97 - ----------------------------------------------------------------------------------------------------------------------------- Small Cap Equity 6.79 0.9425 7.20 - ----------------------------------------------------------------------------------------------------------------------------- Small Cap Value 6.56 0.9425 6.96 - ----------------------------------------------------------------------------------------------------------------------------- U.S. Government Mortgage 5.00 0.9525 5.25 - ----------------------------------------------------------------------------------------------------------------------------- Value 5.66 0.9425 6.01 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - ----------------------------------------------------------------------------------------------------------------------------- Dividend Opportunity 9.65 0.9425 10.24 - ----------------------------------------------------------------------------------------------------------------------------- Real Estate 15.83 0.9425 16.80 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - ----------------------------------------------------------------------------------------------------------------------------- Cash Management 1.00 No sales charge 1.00 - ----------------------------------------------------------------------------------------------------------------------------- Core Bond 9.48 0.9525 9.95 - ----------------------------------------------------------------------------------------------------------------------------- Disciplined Equity 7.22 0.9425 7.66 - ----------------------------------------------------------------------------------------------------------------------------- Disciplined Small and Mid Cap Equity 9.55 0.9425 10.13 - -----------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 76
- ----------------------------------------------------------------------------------------------------------------------------- 1.0 MINUS MAXIMUM FUND NET ASSET VALUE SALES CHARGE PUBLIC OFFERING PRICE - ----------------------------------------------------------------------------------------------------------------------------- Disciplined Small Cap Value 10.00 0.9425 10.61 - ----------------------------------------------------------------------------------------------------------------------------- Floating Rate 9.70 0.9525 10.18 - ----------------------------------------------------------------------------------------------------------------------------- Growth 32.73 0.9425 34.73 - ----------------------------------------------------------------------------------------------------------------------------- Income Opportunities 9.99 0.9525 10.49 - ----------------------------------------------------------------------------------------------------------------------------- Inflation Protected Securities 9.69 0.9525 10.17 - ----------------------------------------------------------------------------------------------------------------------------- Large Cap Equity 6.05 0.9425 6.42 - ----------------------------------------------------------------------------------------------------------------------------- Large Cap Value 5.71 0.9425 6.06 - ----------------------------------------------------------------------------------------------------------------------------- Limited Duration Bond 9.58 0.9525 10.06 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - ----------------------------------------------------------------------------------------------------------------------------- California Tax-Exempt(a) 5.16 0.9525 5.42 - ----------------------------------------------------------------------------------------------------------------------------- Diversified Bond 4.77 0.9525 5.01 - ----------------------------------------------------------------------------------------------------------------------------- Massachusetts Tax-Exempt(a) 5.33 0.9525 5.60 - ----------------------------------------------------------------------------------------------------------------------------- Michigan Tax-Exempt(a) 5.25 0.9525 5.51 - ----------------------------------------------------------------------------------------------------------------------------- Minnesota Tax-Exempt(a) 5.27 0.9525 5.53 - ----------------------------------------------------------------------------------------------------------------------------- New York Tax-Exempt(a) 5.05 0.9525 5.30 - ----------------------------------------------------------------------------------------------------------------------------- Ohio Tax-Exempt(a) 5.26 0.9525 5.52 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - ----------------------------------------------------------------------------------------------------------------------------- Balanced 10.52 0.9425 11.16 - ----------------------------------------------------------------------------------------------------------------------------- Disciplined Large Cap Growth* N/A N/A N/A - ----------------------------------------------------------------------------------------------------------------------------- Diversified Equity Income 13.10 0.9425 13.90 - ----------------------------------------------------------------------------------------------------------------------------- Mid Cap Value 9.12 0.9425 9.68 - ----------------------------------------------------------------------------------------------------------------------------- Strategic Allocation 10.78 0.9425 11.44 - ----------------------------------------------------------------------------------------------------------------------------- Strategic Income Allocation* N/A N/A N/A - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - ----------------------------------------------------------------------------------------------------------------------------- Absolute Return Currency and Income 10.09 0.9525 10.59 - ----------------------------------------------------------------------------------------------------------------------------- Disciplined International Equity 9.82 0.9425 10.42 - ----------------------------------------------------------------------------------------------------------------------------- Emerging Markets 11.32 0.9425 12.01 - ----------------------------------------------------------------------------------------------------------------------------- Emerging Markets Bond 10.16 0.9525 10.67 - ----------------------------------------------------------------------------------------------------------------------------- European Equity 5.39 0.9425 5.72 - ----------------------------------------------------------------------------------------------------------------------------- Global Bond 6.60 0.9525 6.93 - ----------------------------------------------------------------------------------------------------------------------------- Global Equity 7.52 0.9425 7.98 - ----------------------------------------------------------------------------------------------------------------------------- Global Technology 2.42 0.9425 2.57 - ----------------------------------------------------------------------------------------------------------------------------- International Aggressive Growth 9.42 0.9425 9.99 - ----------------------------------------------------------------------------------------------------------------------------- International Equity 8.47 0.9425 8.99 - ----------------------------------------------------------------------------------------------------------------------------- International Opportunity 9.54 0.9425 10.12 - ----------------------------------------------------------------------------------------------------------------------------- International Select Value 11.00 0.9425 11.67 - ----------------------------------------------------------------------------------------------------------------------------- International Small Cap 9.35 0.9425 9.92 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - ----------------------------------------------------------------------------------------------------------------------------- Intermediate Tax-Exempt 5.33 0.9525 5.60 - ----------------------------------------------------------------------------------------------------------------------------- Mid Cap Growth 14.40 0.9425 15.28 - ----------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Bond 3.90 0.9525 4.09 - ----------------------------------------------------------------------------------------------------------------------------- Tax-Exempt High Income 4.44 0.9525 4.66 - ----------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING DECEMBER 31 - ----------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Money Market 1.00 No sales charge 1.00 - -----------------------------------------------------------------------------------------------------------------------------
* As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. (a) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. The information shown is as of Aug. 31, 2006. Statement of Additional Information - Sept. 28, 2007 Page 77 CLASS A - LETTER OF INTENT (LOI) If you intend to invest $50,000 or more over a period of time, you may be able to reduce the sales charge for investments in Class A by completing a LOI form and committing to invest a certain amount. The LOI must be filed with and accepted in good order by the distributor. The LOI can start at any time and you will have up to 13 months to fulfill your commitment. The LOI start date can be backdated by up to 90 days, but backdating the LOI will shorten the going forward window by the length of the backdating. Your holdings in RiverSource funds acquired more than 90 days before your financial institution receives your signed LOI will not be counted towards the LOI commitment amount and cannot be used as the starting point for the LOI. While these purchases cannot be included within an LOI, you may still be able to take advantage of a reduced sales charge on future purchases because the historic purchases may count toward the combined market value for Rights of Accumulation. For example, if you made an investment more than 90 days ago, and that investment's current market value is $75,000, the sales charge you would pay on additional investment is 4.5% until the market value of your accounts is $100,000, at which point your sales charge will be reduced to 3.5%. If you plan to invest another $50,000 over the next 13 month period, you may not rely on a letter of intent to take immediate advantage of the lower 3.5% sales charge, but instead would naturally realize the lower sales charge of 3.5% (under Rights of Accumulation) after you invested $25,000. To take immediate advantage of the 3.5% sales charge level, you would need to sign a $100,000 LOI and then invest another $100,000. Your investments will be charged the sales charge that applies to the amount you have committed to invest under the LOI. Five percent of the commitment amount will be placed in escrow. The LOI will remain in effect for the entire 13 months, even if you reach your commitment amount. At the end of the 13-month period, the LOI will end and the shares will be released from escrow. Once the LOI has ended, future sales charges will be determined by Rights of Accumulation or the total value of the new investment combined with the market value of the existing RiverSource fund investments as described in the prospectus. If you do not invest the commitment amount by the end of the 13 months, the remaining unpaid sales charge will be redeemed from the escrowed shares and the remaining balance released from escrow. The commitment amount does not include purchases in any class of RiverSource funds other than Class A; does not include reinvested dividends and directed dividends earned in any RiverSource funds; purchases in RiverSource funds held within a wrap product; and purchases of RiverSource Cash Management Fund and RiverSource Tax-Exempt Money Market Fund unless they are subsequently exchanged to Class A shares of a RiverSource fund within the 13 month period. A LOI is not an option (absolute right) to buy shares. If you purchase shares through different channels, for example, in a brokerage account or through a third party, you must inform your financial institution in writing about the LOI when placing any purchase orders during the period of the LOI. If you do not complete and file the LOI form, or do not request the reduced sales charge at the time of purchase, you will not be eligible for the reduced sales charge. CLASS B SHARES Class B shares have a CDSC for six years. For Class B shares purchased prior to May 21, 2005, those shares will convert to Class A shares in the ninth calendar year of ownership. For Class B shares purchased beginning May 21, 2005, those shares will convert to Class A shares one month after the eighth year of ownership. CLASS C SHARES Class C shares are available to all investors. Class C shares are sold without a front-end sales charge. For Class C shares, a 1% CDSC may apply if shares are sold within one year after purchase. Class C shares are subject to a distribution fee. CLASS D SHARES Class D shares are offered through wrap fee programs or other investment products. Class D shares are sold without a front-end sales charge or CDSC. Class D shares are subject to a distribution fee. CLASS E SHARES Class E shares are offered to qualifying institutional investors and brokerage accounts. Class E shares are sold without a front-end sales charge or CDSC. Class E shares are subject to a plan administration fee. Statement of Additional Information - Sept. 28, 2007 Page 78 CLASS I SHARES Class I shares are offered to qualifying institutional investors. Class I shares are sold without a front-end sales charge or CDSC. CLASS R SHARES Class R2, Class R3, Class R4 and Class R5 shares are offered to certain institutional investors. Class R2, Class R3, Class R4 and Class R5 shares are sold without a front-end sales charge or a CDSC. Class R2 and Class R3 shares are subject to a distribution fee. Class R2, Class R3 and R4 shares are subject to a plan administration fee. The following investors are eligible to purchase Class R2, Class R3, Class R4 and Class R5 shares: - Qualified employee benefit plans; - Trust companies or similar institutions, and charitable organizations that meet the definition in Section 501(c)(3) of the Internal Revenue Code; - Nonqualified deferred compensation plans; - State sponsored college savings plans established under Section 529 of the Internal Revenue Code; - Health Savings Accounts (HSAs) created pursuant to public law 108-173. Additionally, the following eligible investors may purchase Class R5 shares: - Institutional or corporate accounts above a threshold established by the distributor (currently $1 million per fund or $10 million in all RiverSource funds); and - Bank Trusts. CLASS W SHARES Class W shares are offered to qualifying discretionary accounts. Class W shares are sold without a front-end sales charge or CDSC. Class W shares are subject to a distribution fee. CLASS Y SHARES Class Y shares are offered to certain institutional investors. Class Y shares are sold without a front-end sales charge or a CDSC. Class Y shares are subject to a plan administration fee. The following investors are eligible to purchase Class Y shares: - Qualified employee benefit plans; - Trust companies or similar institutions, and charitable organizations that meet the definition in Section 501(c)(3) of the Internal Revenue Code; - Nonqualified deferred compensation plans; and - State sponsored college savings plans established under Section 529 of the Internal Revenue Code. MONEY MARKET FUNDS The minimum purchase amount for Board members, officers and employees of the fund or the investment manager and Ameriprise Financial Services financial advisors is $1,000 (except payroll deduction plans), with a minimum additional purchase amount of $100 on a monthly systematic purchase plan. The minimum amount for additional purchases in a direct-at-fund account is $25 monthly. SYSTEMATIC INVESTMENT PROGRAMS You decide how often to make payments - monthly, quarterly, or semiannually. Provided your account meets the minimum balance requirement, you are not obligated to make any payments. You can omit payments or discontinue the investment program altogether. A fund also can change the program or end it at any time. Statement of Additional Information - Sept. 28, 2007 Page 79 REJECTION OF BUSINESS Each fund and RiverSource Service Corporation reserve the right to reject any business, in its sole discretion. SELLING SHARES You have a right to sell your shares at any time. For an explanation of sales procedures, please see the applicable prospectus. During an emergency, the Board can suspend the computation of NAV, stop accepting payments for purchase of shares, or suspend the duty of a fund to redeem shares for more than seven days. Such emergency situations would occur if: - The Exchange closes for reasons other than the usual weekend and holiday closings or trading on the Exchange is restricted, or - Disposal of a fund's securities is not reasonably practicable or it is not reasonably practicable for the fund to determine the fair value of its net assets, or, - The SEC, under the provisions of the 1940 Act, declares a period of emergency to exist. Should a fund stop selling shares, the Board may make a deduction from the value of the assets held by the fund to cover the cost of future liquidations of the assets so as to distribute these costs fairly among all shareholders. Each fund has elected to be governed by Rule 18f-1 under the 1940 Act, which obligates the fund to redeem shares in cash, with respect to any one shareholder during any 90-day period, up to the lesser of $250,000 or 1% of the net assets of the fund at the beginning of the period. Although redemptions in excess of this limitation would normally be paid in cash, the fund reserves the right to make these payments in whole or in part in securities or other assets in case of an emergency, or if the payment of a redemption in cash would be detrimental to the existing shareholders of the fund as determined by the Board. In these circumstances, the securities distributed would be valued as set forth in this SAI. Should a fund distribute securities, a shareholder may incur brokerage fees or other transaction costs in converting the securities to cash. PAY-OUT PLANS You can use any of several pay-out plans to redeem your investment in regular installments. If you redeem shares, you may be subject to a contingent deferred sales charge as discussed in the prospectus. While the plans differ on how the pay-out is figured, they all are based on the redemption of your investment. Net investment income dividends and any capital gain distributions will automatically be reinvested, unless you elect to receive them in cash. If you redeem an IRA or a qualified retirement account, certain restrictions, federal tax penalties, and special federal income tax reporting requirements may apply. You should consult your tax advisor about this complex area of the tax law. Applications for a systematic investment in a class of a fund subject to a sales charge normally will not be accepted while a pay-out plan for any of those funds is in effect. Occasional investments, however, may be accepted. To start any of these plans, please consult your financial institution. Your authorization must be received at least five days before the date you want your payments to begin. Payments will be made on a monthly, bimonthly, quarterly, semiannual, or annual basis. Your choice is effective until you change or cancel it. The following pay-out plans are designed to take care of the needs of most shareholders in a way that can be handled efficiently and at a reasonable cost. If you need a more irregular schedule of payments, it may be necessary for you to make a series of individual redemptions, in which case you will have to send in a separate redemption request for each pay-out. Each fund reserves the right to change or stop any pay-out plan and to stop making such plans available. Statement of Additional Information - Sept. 28, 2007 Page 80 PLAN #1: PAY-OUT FOR A FIXED PERIOD OF TIME If you choose this plan, a varying number of shares will be redeemed at regular intervals during the time period you choose. This plan is designed to end in complete redemption of all shares in your account by the end of the fixed period. PLAN #2: REDEMPTION OF A FIXED NUMBER OF SHARES If you choose this plan, a fixed number of shares will be redeemed for each payment and that amount will be sent to you. The length of time these payments continue is based on the number of shares in your account. PLAN #3: REDEMPTION OF A FIXED DOLLAR AMOUNT If you decide on a fixed dollar amount, whatever number of shares is necessary to make the payment will be redeemed in regular installments until the account is closed. PLAN #4: REDEMPTION OF A PERCENTAGE OF NET ASSET VALUE Payments are made based on a fixed percentage of the net asset value of the shares in the account computed on the day of each payment. Percentages range from 0.25% to 0.75%. For example, if you are on this plan and arrange to take 0.5% each month, you will get $100 if the value of your account is $20,000 on the payment date. CAPITAL LOSS CARRYOVER For federal income tax purposes, certain funds had total capital loss carryovers (which includes post-October losses, if applicable) at the end of the most recent fiscal period that, if not offset by subsequent capital gains, will expire as follows. It is unlikely that the Board will authorize a distribution of any net realized capital gains until the available capital loss carryover has been offset or has expired except as required by Internal Revenue Service rules. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 11. CAPITAL LOSS CARRYOVER
- ----------------------------------------------------------------------------------------------------------------- TOTAL AMOUNT AMOUNT AMOUNT AMOUNT CAPITAL LOSS EXPIRING IN EXPIRING IN EXPIRING IN EXPIRING IN FUND CARRYOVERS 2008 2009 2010 2011 - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - ----------------------------------------------------------------------------------------------------------------- Portfolio 0 Builder Aggressive - ----------------------------------------------------------------------------------------------------------------- Portfolio 0 Builder Conservative - ----------------------------------------------------------------------------------------------------------------- Portfolio 0 Builder Moderate - ----------------------------------------------------------------------------------------------------------------- Portfolio 0 Builder Moderate Aggressive - ----------------------------------------------------------------------------------------------------------------- Portfolio 0 Builder Moderate Conservative - ----------------------------------------------------------------------------------------------------------------- Portfolio 0 Builder Total Equity - ----------------------------------------------------------------------------------------------------------------- S&P 500 10,331,119 0 2,387,603 5,430,872 0 Index - ----------------------------------------------------------------------------------------------------------------- Small Company 0 Index - ----------------------------------------------------------------------------------------------------------------- - ------------------------- --------------------------------------------------------------------------------------- AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT EXPIRING IN EXPIRING IN EXPIRING IN EXPIRING IN EXPIRING IN FUND 2012 2013 2014 2015 2016 - ------------------------- --------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - ----------------------------------------------------------------------------------------------------------------- Portfolio Builder Aggressive - ----------------------------------------------------------------------------------------------------------------- Portfolio Builder Conservative - ----------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate - ----------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Aggressive - ----------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Conservative - ----------------------------------------------------------------------------------------------------------------- Portfolio Builder Total Equity - ----------------------------------------------------------------------------------------------------------------- S&P 500 0 2,512,644 0 0 0 Index - ----------------------------------------------------------------------------------------------------------------- Small Company Index - -----------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 81
- ----------------------------------------------------------------------------------------------------------------- TOTAL AMOUNT AMOUNT AMOUNT AMOUNT CAPITAL LOSS EXPIRING IN EXPIRING IN EXPIRING IN EXPIRING IN FUND CARRYOVERS 2008 2009 2010 2011 - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - ----------------------------------------------------------------------------------------------------------------- Equity 0 Value - ----------------------------------------------------------------------------------------------------------------- Precious Metals 0 and Mining - ----------------------------------------------------------------------------------------------------------------- Small Cap 0 Advantage - ----------------------------------------------------------------------------------------------------------------- Small Cap 0 Growth - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - ----------------------------------------------------------------------------------------------------------------- Retirement 0 Plus 2010 - ----------------------------------------------------------------------------------------------------------------- Retirement 0 Plus 2015 - ----------------------------------------------------------------------------------------------------------------- Retirement 0 Plus 2020 - ----------------------------------------------------------------------------------------------------------------- Retirement 0 Plus 2025 - ----------------------------------------------------------------------------------------------------------------- Retirement 0 Plus 2030 - ----------------------------------------------------------------------------------------------------------------- Retirement 0 Plus 2035 - ----------------------------------------------------------------------------------------------------------------- Retirement 0 Plus 2040 - ----------------------------------------------------------------------------------------------------------------- Retirement 0 Plus 2045 - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - ----------------------------------------------------------------------------------------------------------------- Aggressive Growth 1,192,607,972 0 826,406,866 315,348,051 23,741,111 - ----------------------------------------------------------------------------------------------------------------- Fundamental 0 Growth - ----------------------------------------------------------------------------------------------------------------- Fundamental 0 Value - ----------------------------------------------------------------------------------------------------------------- High Yield 1,365,339,132 50,473,765 226,001,198 517,121,802 552,664,309 Bond - ----------------------------------------------------------------------------------------------------------------- Income Builder 0 Basic Income - ----------------------------------------------------------------------------------------------------------------- Income Builder Enhanced 0 Income - ----------------------------------------------------------------------------------------------------------------- Income Builder Moderate 0 Income - ----------------------------------------------------------------------------------------------------------------- Select Value 4,875,220 0 0 0 2,366,790 - ----------------------------------------------------------------------------------------------------------------- Short Duration 220,701,443 35,174,077 117,356,906 0 0 U.S. Government - ----------------------------------------------------------------------------------------------------------------- Small Cap 28,072,092 0 0 28,072,092 0 Equity - ----------------------------------------------------------------------------------------------------------------- Small Cap Value 0 - ----------------------------------------------------------------------------------------------------------------- U.S. Government 1,209,634 0 0 0 0 Mortgage - ----------------------------------------------------------------------------------------------------------------- Value 0 - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - ----------------------------------------------------------------------------------------------------------------- Dividend 398,074,003 0 0 0 398,074,003 Opportunity - ----------------------------------------------------------------------------------------------------------------- Real Estate 0 - ----------------------------------------------------------------------------------------------------------------- - ------------------------- --------------------------------------------------------------------------------------- AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT EXPIRING IN EXPIRING IN EXPIRING IN EXPIRING IN EXPIRING IN FUND 2012 2013 2014 2015 2016 - ------------------------- --------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - ----------------------------------------------------------------------------------------------------------------- Equity Value - ----------------------------------------------------------------------------------------------------------------- Precious Metals and Mining - ----------------------------------------------------------------------------------------------------------------- Small Cap Advantage - ----------------------------------------------------------------------------------------------------------------- Small Cap Growth - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - ----------------------------------------------------------------------------------------------------------------- Retirement Plus 2010 - ----------------------------------------------------------------------------------------------------------------- Retirement Plus 2015 - ----------------------------------------------------------------------------------------------------------------- Retirement Plus 2020 - ----------------------------------------------------------------------------------------------------------------- Retirement Plus 2025 - ----------------------------------------------------------------------------------------------------------------- Retirement Plus 2030 - ----------------------------------------------------------------------------------------------------------------- Retirement Plus 2035 - ----------------------------------------------------------------------------------------------------------------- Retirement Plus 2040 - ----------------------------------------------------------------------------------------------------------------- Retirement Plus 2045 - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - ----------------------------------------------------------------------------------------------------------------- Aggressive Growth 27,111,944 0 0 0 0 - ----------------------------------------------------------------------------------------------------------------- Fundamental Growth - ----------------------------------------------------------------------------------------------------------------- Fundamental Value - ----------------------------------------------------------------------------------------------------------------- High Yield 0 0 19,078,058 0 0 Bond - ----------------------------------------------------------------------------------------------------------------- Income Builder Basic Income - ----------------------------------------------------------------------------------------------------------------- Income Builder Enhanced Income - ----------------------------------------------------------------------------------------------------------------- Income Builder Moderate Income - ----------------------------------------------------------------------------------------------------------------- Select Value 2,508,430 0 0 0 0 - ----------------------------------------------------------------------------------------------------------------- Short Duration 0 36,267,962 20,469,230 9,579,187 1,854,081 U.S. Government - ----------------------------------------------------------------------------------------------------------------- Small Cap 0 0 0 0 0 Equity - ----------------------------------------------------------------------------------------------------------------- Small Cap Value - ----------------------------------------------------------------------------------------------------------------- U.S. Government 0 0 545,026 664,608 0 Mortgage - ----------------------------------------------------------------------------------------------------------------- Value - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - ----------------------------------------------------------------------------------------------------------------- Dividend 0 0 0 0 0 Opportunity - ----------------------------------------------------------------------------------------------------------------- Real Estate - -----------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 82
- ----------------------------------------------------------------------------------------------------------------- TOTAL AMOUNT AMOUNT AMOUNT AMOUNT CAPITAL LOSS EXPIRING IN EXPIRING IN EXPIRING IN EXPIRING IN FUND CARRYOVERS 2008 2009 2010 2011 - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - ----------------------------------------------------------------------------------------------------------------- Cash Management 6,554 0 0 0 0 - ----------------------------------------------------------------------------------------------------------------- Core Bond 2,830,266 0 0 0 0 - ----------------------------------------------------------------------------------------------------------------- Disciplined Equity 0 - ----------------------------------------------------------------------------------------------------------------- Disciplined 121,627 0 0 0 0 Small and Mid Cap Equity - ----------------------------------------------------------------------------------------------------------------- Disciplined Small Cap 0 Value - ----------------------------------------------------------------------------------------------------------------- Floating Rate 1,918,822 0 0 0 0 - ----------------------------------------------------------------------------------------------------------------- Growth 284,278,656 0 0 0 284,278,656 - ----------------------------------------------------------------------------------------------------------------- Income 0 Opportunities - ----------------------------------------------------------------------------------------------------------------- Inflation 3,973,349 0 0 0 0 Protected Securities - ----------------------------------------------------------------------------------------------------------------- Large Cap 158,388,854 51,243,861 70,190,395 24,231,893 12,722,705 Equity - ----------------------------------------------------------------------------------------------------------------- Large Cap 0 Value - ----------------------------------------------------------------------------------------------------------------- Limited 3,394,837 0 0 0 0 Duration Bond - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - ----------------------------------------------------------------------------------------------------------------- California 109,278 0 0 0 0 Tax-Exempt(a) - ----------------------------------------------------------------------------------------------------------------- Diversified 175,789,584 0 78,698,873 49,658,521 0 Bond - ----------------------------------------------------------------------------------------------------------------- Massachusetts 150,080 0 0 0 0 Tax-Exempt(a) - ----------------------------------------------------------------------------------------------------------------- Michigan 73,073 0 0 0 0 Tax-Exempt(a) - ----------------------------------------------------------------------------------------------------------------- Minnesota 2,433,759 0 0 0 0 Tax-Exempt(a) - ----------------------------------------------------------------------------------------------------------------- New York 79,756 0 0 0 0 Tax-Exempt(a) - ----------------------------------------------------------------------------------------------------------------- Ohio 90,574 0 0 0 0 Tax-Exempt(a) - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - ----------------------------------------------------------------------------------------------------------------- Balanced 771,389,327 0 6,553,043 371,272,426 368,676,980 - ----------------------------------------------------------------------------------------------------------------- Disciplined Large Cap N/A Growth* - ----------------------------------------------------------------------------------------------------------------- Diversified 0 Equity Income - ----------------------------------------------------------------------------------------------------------------- Mid Cap 0 Value - ----------------------------------------------------------------------------------------------------------------- Strategic Allocation 24,282,691 0 0 0 24,282,691 - ----------------------------------------------------------------------------------------------------------------- Strategic Income N/A Allocation* - ----------------------------------------------------------------------------------------------------------------- - ------------------------- --------------------------------------------------------------------------------------- AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT EXPIRING IN EXPIRING IN EXPIRING IN EXPIRING IN EXPIRING IN FUND 2012 2013 2014 2015 2016 - ------------------------- --------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - ----------------------------------------------------------------------------------------------------------------- Cash Management 0 0 0 0 6,554 - ----------------------------------------------------------------------------------------------------------------- Core Bond 0 0 526,700 1,632,056 671,570 - ----------------------------------------------------------------------------------------------------------------- Disciplined Equity - ----------------------------------------------------------------------------------------------------------------- Disciplined 0 0 93,125 21,904 6,598 Small and Mid Cap Equity - ----------------------------------------------------------------------------------------------------------------- Disciplined Small Cap Value - ----------------------------------------------------------------------------------------------------------------- Floating Rate 0 0 0 33,562 1,885,260 - ----------------------------------------------------------------------------------------------------------------- Growth 0 0 0 0 0 - ----------------------------------------------------------------------------------------------------------------- Income Opportunities - ----------------------------------------------------------------------------------------------------------------- Inflation 0 0 0 2,136,395 1,836,954 Protected Securities - ----------------------------------------------------------------------------------------------------------------- Large Cap 0 0 0 0 0 Equity - ----------------------------------------------------------------------------------------------------------------- Large Cap Value - ----------------------------------------------------------------------------------------------------------------- Limited 0 0 388,116 2,946,394 60,327 Duration Bond - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - ----------------------------------------------------------------------------------------------------------------- California 0 0 109,278 0 0 Tax-Exempt(a) - ----------------------------------------------------------------------------------------------------------------- Diversified 5,227,159 0 12,836,807 29,368,224 0 Bond - ----------------------------------------------------------------------------------------------------------------- Massachusetts 0 0 150,080 0 0 Tax-Exempt(a) - ----------------------------------------------------------------------------------------------------------------- Michigan 0 0 73,073 0 0 Tax-Exempt(a) - ----------------------------------------------------------------------------------------------------------------- Minnesota 0 1,520,753 913,006 0 0 Tax-Exempt(a) - ----------------------------------------------------------------------------------------------------------------- New York 0 0 79,756 0 0 Tax-Exempt(a) - ----------------------------------------------------------------------------------------------------------------- Ohio 39,505 0 51,069 0 0 Tax-Exempt(a) - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - ----------------------------------------------------------------------------------------------------------------- Balanced 24,886,878 0 0 0 0 - ----------------------------------------------------------------------------------------------------------------- Disciplined Large Cap Growth* - ----------------------------------------------------------------------------------------------------------------- Diversified Equity Income - ----------------------------------------------------------------------------------------------------------------- Mid Cap Value - ----------------------------------------------------------------------------------------------------------------- Strategic Allocation 0 0 0 0 0 - ----------------------------------------------------------------------------------------------------------------- Strategic Income Allocation* - -----------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 83
- ----------------------------------------------------------------------------------------------------------------- TOTAL AMOUNT AMOUNT AMOUNT AMOUNT CAPITAL LOSS EXPIRING IN EXPIRING IN EXPIRING IN EXPIRING IN FUND CARRYOVERS 2008 2009 2010 2011 - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - ----------------------------------------------------------------------------------------------------------------- Absolute 0 Return Currency and Income - ----------------------------------------------------------------------------------------------------------------- Disciplined 0 International Equity - ----------------------------------------------------------------------------------------------------------------- Emerging 0 Markets - ----------------------------------------------------------------------------------------------------------------- Emerging 0 Markets Bond - ----------------------------------------------------------------------------------------------------------------- European 70,998,633 0 49,462,900 16,514,518 5,021,215 Equity - ----------------------------------------------------------------------------------------------------------------- Global Bond 6,599,145 0 0 6,100,374 498,771 - ----------------------------------------------------------------------------------------------------------------- Global Equity 468,974,678 0 294,829,842 143,634,885 30,509,951 - ----------------------------------------------------------------------------------------------------------------- Global 362,948,879 0 281,649,652 81,299,227 0 Technology - ----------------------------------------------------------------------------------------------------------------- International 0 Aggressive Growth - ----------------------------------------------------------------------------------------------------------------- International 0 Equity - ----------------------------------------------------------------------------------------------------------------- International 338,762,980 0 241,268,010 59,231,998 38,262,972 Opportunity - ----------------------------------------------------------------------------------------------------------------- International 0 Select Value - ----------------------------------------------------------------------------------------------------------------- International 0 Small Cap - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - ----------------------------------------------------------------------------------------------------------------- Intermediate 393,731 0 0 0 0 Tax-Exempt - ----------------------------------------------------------------------------------------------------------------- Mid Cap 0 Growth - ----------------------------------------------------------------------------------------------------------------- Tax-Exempt 2,385,866 0 0 0 0 Bond - ----------------------------------------------------------------------------------------------------------------- Tax-Exempt 9,460,668 0 0 0 0 High Income - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING DECEMBER 31 - ----------------------------------------------------------------------------------------------------------------- Tax-Exempt 22,784 166 0 18,331 0 Money Market - ----------------------------------------------------------------------------------------------------------------- - ------------------------- --------------------------------------------------------------------------------------- AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT EXPIRING IN EXPIRING IN EXPIRING IN EXPIRING IN EXPIRING IN FUND 2012 2013 2014 2015 2016 - ------------------------- --------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - ----------------------------------------------------------------------------------------------------------------- Absolute Return Currency and Income - ----------------------------------------------------------------------------------------------------------------- Disciplined International Equity - ----------------------------------------------------------------------------------------------------------------- Emerging Markets - ----------------------------------------------------------------------------------------------------------------- Emerging Markets Bond - ----------------------------------------------------------------------------------------------------------------- European 0 0 0 0 0 Equity - ----------------------------------------------------------------------------------------------------------------- Global Bond 0 0 0 0 0 - ----------------------------------------------------------------------------------------------------------------- Global Equity 0 0 0 0 0 - ----------------------------------------------------------------------------------------------------------------- Global 0 0 0 0 0 Technology - ----------------------------------------------------------------------------------------------------------------- International Aggressive Growth - ----------------------------------------------------------------------------------------------------------------- International Equity - ----------------------------------------------------------------------------------------------------------------- International 0 0 0 0 0 Opportunity - ----------------------------------------------------------------------------------------------------------------- International Select Value - ----------------------------------------------------------------------------------------------------------------- International Small Cap - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - ----------------------------------------------------------------------------------------------------------------- Intermediate 0 0 393,731 0 0 Tax-Exempt - ----------------------------------------------------------------------------------------------------------------- Mid Cap Growth - ----------------------------------------------------------------------------------------------------------------- Tax-Exempt 0 0 2,385,866 0 0 Bond - ----------------------------------------------------------------------------------------------------------------- Tax-Exempt 0 0 9,460,668 0 0 High Income - ----------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING DECEMBER 31 - ----------------------------------------------------------------------------------------------------------------- Tax-Exempt 0 4,287 0 0 0 Money Market - -----------------------------------------------------------------------------------------------------------------
* As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. (a) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. The information shown is as of Aug. 31, 2006. TAXES For tax purposes, an exchange is considered a sale and purchase, and may result in a gain or loss. A sale is a taxable transaction. If you sell shares for less than their cost, the difference is a capital loss. If you sell shares for more than their cost, the difference is a capital gain. Your gain may be short term (for shares held for one year or less) or long term (for shares held more than one year). If you buy Class A shares and within 91 days exchange into another fund, you may not include the sales charge in your calculation of tax gain or loss on the sale of the first fund you purchased. The sales charge may be included in the calculation of your tax gain or loss on a subsequent sale of the second fund you purchased. FOR EXAMPLE You purchase 100 shares of an Equity Fund having a public offering price of $10.00 per share. With a sales load of 5.75%, you pay $57.50 in sales load. With a NAV of $9.425 per share, the value of your investment is $942.50. Statement of Additional Information - Sept. 28, 2007 Page 84 Within 91 days of purchasing that fund, you decide to exchange out of that fund, now at a NAV of $11.00 per share, up from the original NAV of $9.425, and purchase a second fund, at a NAV of $15.00 per share. The value of your investment is now $1,100.00 ($11.00 x 100 shares). You cannot use the $57.50 paid as a sales load when calculating your tax gain or loss in the sale of the first fund shares. So instead of having a $100.00 gain ($1,100.00 - $1,000.00), you have a $157.50 gain ($1,100.00 - $942.50). You can include the $57.50 sales load in the calculation of your tax gain or loss when you sell shares in the second fund. The following paragraphs provide information based on a fund's investment category. You can find your fund's investment category in Table 1. FOR STATE TAX-EXEMPT FIXED INCOME AND TAX-EXEMPT FIXED INCOME FUNDS, all distributions of net investment income during the year will have the same percentage designated as tax-exempt. This annual percentage is expected to be substantially the same as the percentage of tax-exempt income actually earned during any particular distribution period. FOR BALANCED, EQUITY, FUNDS-OF-FUNDS, TAXABLE MONEY MARKET AND TAXABLE FIXED INCOME FUNDS, if you have a nonqualified investment in a fund and you wish to move part or all of those shares to an IRA or qualified retirement account in the fund, you can do so without paying a sales charge. However, this type of exchange is considered a redemption of shares and may result in a gain or loss for tax purposes. In addition, this type of exchange may result in an excess contribution under IRA or qualified plan regulations if the amount exchanged exceeds annual contribution limitations. You should consult your tax advisor for further details about this complex subject. Net investment income dividends received should be treated as dividend income for federal income tax purposes. Corporate shareholders are generally entitled to a deduction equal to 70% of that portion of a fund's dividend that is attributable to dividends the fund received from domestic (U.S.) securities. If there is debt-financed portfolio stock, that is, bank financing is used to purchase long securities, the 70% dividends received deduction would be reduced by the average amount of portfolio indebtedness divided by the average adjusted basis in the stock. This does not impact the qualified dividend income available to individual shareholders. For the most recent fiscal period, net investment income dividends qualified for the corporate deduction as shown in the following table. Only certain qualified dividend income (QDI) will be subject to the 15% and 5% (and 0%) tax rates. QDI is dividends earned from domestic corporations and qualified foreign corporations. Qualified foreign corporations are corporations incorporated in a U.S. possession, corporations whose stock is readily tradable on an established U.S. securities market (ADRs), and certain other corporations eligible for relief under an income tax treaty with the U.S. that includes an exchange of information agreement. Excluded are passive foreign investment companies (PFICs), foreign investment companies and foreign personal holding companies. Holding periods for shares must also be met to be eligible for QDI treatment (more than 60 days for common stock and more than 90 days for certain preferred's dividends). Statement of Additional Information - Sept. 28, 2007 Page 85 The QDI for individuals for the most recent fiscal period is shown in the table below. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 12. CORPORATE DEDUCTION AND QUALIFIED DIVIDEND INCOME
- --------------------------------------------------------------------------------------------------------------------------- PERCENT OF DIVIDENDS QUALIFYING QUALIFIED DIVIDEND INCOME FUND FOR CORPORATE DEDUCTION FOR INDIVIDUALS - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - --------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Aggressive 27.35% 36.66% - --------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Conservative 7.60 10.38 - --------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate 17.05 23.07 - --------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Aggressive 24.15 32.29 - --------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Conservative 12.62 16.99 - --------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Total Equity 41.49 55.64 - --------------------------------------------------------------------------------------------------------------------------- S&P 500 Index 100.00 100.00 - --------------------------------------------------------------------------------------------------------------------------- Small Company Index 100.00 100.00 - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - --------------------------------------------------------------------------------------------------------------------------- Equity Value 100.00 100.00 - --------------------------------------------------------------------------------------------------------------------------- Precious Metals and Mining 1.78 10.69 - --------------------------------------------------------------------------------------------------------------------------- Small Cap Advantage 20.49 20.53 - --------------------------------------------------------------------------------------------------------------------------- Small Cap Growth 18.94 19.28 - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2010 9.72 13.21 - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2015 12.59 17.30 - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2020 15.32 21.40 - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2025 17.48 24.42 - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2030 17.11 24.03 - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2035 16.97 23.78 - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2040 17.24 24.10 - --------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2045 16.31 22.81 - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - --------------------------------------------------------------------------------------------------------------------------- Aggressive Growth 20.97 24.18 - --------------------------------------------------------------------------------------------------------------------------- Fundamental Growth 35.34 44.28 - --------------------------------------------------------------------------------------------------------------------------- Fundamental Value 100.00 100.00 - --------------------------------------------------------------------------------------------------------------------------- High Yield Bond 0 0 - --------------------------------------------------------------------------------------------------------------------------- Income Builder Basic Income 9.45 10.91 - --------------------------------------------------------------------------------------------------------------------------- Income Builder Enhanced Income 9.71 11.64 - --------------------------------------------------------------------------------------------------------------------------- Income Builder Moderate Income 11.65 13.13 - --------------------------------------------------------------------------------------------------------------------------- Select Value 100.00 100.00 - --------------------------------------------------------------------------------------------------------------------------- Short Duration U.S. Government 0 0 - --------------------------------------------------------------------------------------------------------------------------- Small Cap Equity 0 0 - --------------------------------------------------------------------------------------------------------------------------- Small Cap Value 18.32 19.93 - --------------------------------------------------------------------------------------------------------------------------- U.S. Government Mortgage 0 0 - --------------------------------------------------------------------------------------------------------------------------- Value 97.77 100.00 - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - --------------------------------------------------------------------------------------------------------------------------- Dividend Opportunity 99.84 100.00 - --------------------------------------------------------------------------------------------------------------------------- Real Estate 1.61 3.93 - ---------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 86
- --------------------------------------------------------------------------------------------------------------------------- PERCENT OF DIVIDENDS QUALIFYING QUALIFIED DIVIDEND INCOME FUND FOR CORPORATE DEDUCTION FOR INDIVIDUALS - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - --------------------------------------------------------------------------------------------------------------------------- Cash Management 0 0 - --------------------------------------------------------------------------------------------------------------------------- Core Bond 0 0 - --------------------------------------------------------------------------------------------------------------------------- Disciplined Equity 25.90 26.15 - --------------------------------------------------------------------------------------------------------------------------- Disciplined Small and Mid Cap Equity 100.00 100.00 - --------------------------------------------------------------------------------------------------------------------------- Disciplined Small Cap Value 18.44 18.71 - --------------------------------------------------------------------------------------------------------------------------- Floating Rate 0 0 - --------------------------------------------------------------------------------------------------------------------------- Growth 100.00 100.00 - --------------------------------------------------------------------------------------------------------------------------- Income Opportunities 0 0 - --------------------------------------------------------------------------------------------------------------------------- Inflation Protected Securities 0 0 - --------------------------------------------------------------------------------------------------------------------------- Large Cap Equity 48.37 51.53 - --------------------------------------------------------------------------------------------------------------------------- Large Cap Value 79.11 85.37 - --------------------------------------------------------------------------------------------------------------------------- Limited Duration Bond 0 0 - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - --------------------------------------------------------------------------------------------------------------------------- California Tax-Exempt(a) 0 0 - --------------------------------------------------------------------------------------------------------------------------- Diversified Bond 0 0 - --------------------------------------------------------------------------------------------------------------------------- Massachusetts Tax-Exempt(a) 0 0 - --------------------------------------------------------------------------------------------------------------------------- Michigan Tax-Exempt(a) 0 0 - --------------------------------------------------------------------------------------------------------------------------- Minnesota Tax-Exempt(a) 0 0 - --------------------------------------------------------------------------------------------------------------------------- New York Tax-Exempt(a) 0 0 - --------------------------------------------------------------------------------------------------------------------------- Ohio Tax-Exempt(a) 0 0 - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - --------------------------------------------------------------------------------------------------------------------------- Balanced 62.95 67.30 - --------------------------------------------------------------------------------------------------------------------------- Disciplined Large Cap Growth* N/A N/A - --------------------------------------------------------------------------------------------------------------------------- Diversified Equity Income 100.00 100.00 - --------------------------------------------------------------------------------------------------------------------------- Mid Cap Value 51.96 64.83 - --------------------------------------------------------------------------------------------------------------------------- Strategic Allocation 66.83 100.00 - --------------------------------------------------------------------------------------------------------------------------- Strategic Income Allocation* N/A N/A - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - --------------------------------------------------------------------------------------------------------------------------- Absolute Return Currency and Income 0 0 - --------------------------------------------------------------------------------------------------------------------------- Disciplined International Equity 0 0 - --------------------------------------------------------------------------------------------------------------------------- Emerging Markets 0 100.00 - --------------------------------------------------------------------------------------------------------------------------- Emerging Markets Bond 0 0 - --------------------------------------------------------------------------------------------------------------------------- European Equity 0 100.00 - --------------------------------------------------------------------------------------------------------------------------- Global Bond 0 0 - --------------------------------------------------------------------------------------------------------------------------- Global Equity 99.99 100.00 - --------------------------------------------------------------------------------------------------------------------------- Global Technology 0 0 - --------------------------------------------------------------------------------------------------------------------------- International Aggressive Growth 0.11 77.83 - --------------------------------------------------------------------------------------------------------------------------- International Equity 0 39.74 - --------------------------------------------------------------------------------------------------------------------------- International Opportunity 0 100.00 - --------------------------------------------------------------------------------------------------------------------------- International Select Value 0 52.44 - --------------------------------------------------------------------------------------------------------------------------- International Small Cap 0 31.95 - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - --------------------------------------------------------------------------------------------------------------------------- Intermediate Tax-Exempt 0 0 - --------------------------------------------------------------------------------------------------------------------------- Mid Cap Growth 0 0 - --------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Bond 0 0 - --------------------------------------------------------------------------------------------------------------------------- Tax-Exempt High Income 0 0 - ---------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 87
- --------------------------------------------------------------------------------------------------------------------------- PERCENT OF DIVIDENDS QUALIFYING QUALIFIED DIVIDEND INCOME FUND FOR CORPORATE DEDUCTION FOR INDIVIDUALS - --------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING DECEMBER 31 - --------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Money Market 0 0 - ---------------------------------------------------------------------------------------------------------------------------
* As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. (a) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. The information shown is as of Aug. 31, 2006. A fund may be subject to U.S. taxes resulting from holdings in a PFIC. To avoid taxation, a fund may make an election to mark to market. A foreign corporation is a PFIC when 75% or more of its gross income for the taxable year is passive income or 50% or more of the average value of its assets consists of assets that produce or could produce passive income. Income earned by a fund may have had foreign taxes imposed and withheld on it in foreign countries. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes. If more than 50% of a fund's total assets at the close of its fiscal year consists of securities of foreign corporations, the fund will be eligible to file an election with the Internal Revenue Service under which shareholders of the fund would be required to include their pro rata portions of foreign taxes withheld by foreign countries as gross income in their federal income tax returns. These pro rata portions of foreign taxes withheld may be taken as a credit or deduction in computing the shareholders' federal income taxes. If the election is filed, the fund will report to its shareholders the per share amount of such foreign taxes withheld and the amount of foreign tax credit or deduction available for federal income tax purposes. Capital gain distributions, if any, received by shareholders should be treated as long-term capital gains regardless of how long shareholders owned their shares. Short-term capital gains earned by a fund are paid to shareholders as part of their ordinary income dividend and are taxable. Special rates on capital gains may apply to sales of precious metals, if any, owned directly by a fund and to investments in REITs. Under the Internal Revenue Code of 1986 (the Code), gains or losses attributable to fluctuations in exchange rates that occur between the time a fund accrues interest or other receivables, or accrues expenses or other liabilities denominated in a foreign currency and the time the fund actually collects such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, gains or losses on disposition of debt securities denominated in a foreign currency attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security and the date of disposition also are treated as ordinary gains or losses. These gains or losses, referred to under the Code as "section 988" gains or losses, may increase or decrease the amount of a fund's investment company taxable income to be distributed to its shareholders as ordinary income. Under federal tax law, by the end of a calendar year a fund must declare and pay dividends representing 98% of ordinary income for that calendar year and 98% of net capital gains (both long-term and short-term) for the 12-month period ending Oct. 31 of that calendar year. The fund is subject to an excise tax equal to 4% of the excess, if any, of the amount required to be distributed over the amount actually distributed. Each fund intends to comply with federal tax law and avoid any excise tax. For purposes of the excise tax distributions, section 988 ordinary gains and losses are distributable based on an Oct. 31 year end. This is an exception to the general rule that ordinary income is paid based on a calendar year end. The Code imposes two asset diversification rules that apply to each fund as of the close of each quarter. First, as to 50% of its holdings, the fund may hold no more than 5% of its assets in securities of one issuer and no more than 10% of any one issuer's outstanding voting securities. Second, a fund cannot have more than 25% of its assets in any one issuer. If a mutual fund is the holder of record of any share of stock on the record date for any dividend payable with respect to the stock, the dividend will be included in gross income by the fund as of the later of (1) the date the share became ex-dividend or (2) the date the fund acquired the share. Because the dividends on some foreign equity investments may be received some time after the stock goes ex-dividend, and in certain rare cases may never be received by the fund, this rule may cause a fund to pay income to its shareholders that it has not actually received. To the extent that the dividend is never received, the fund will take a loss at the time that a determination is made that the dividend will not be received. Distributions, if any, that are in excess of a fund's current or accumulated earnings and profits will Statement of Additional Information - Sept. 28, 2007 Page 88 first reduce a shareholder's tax basis in the fund and, after the basis is reduced to zero, will generally result in capital gains to a shareholder. This is a brief summary that relates to federal income taxation only. Shareholders should consult their tax advisor as to the application of federal, state, and local income tax laws to fund distributions. SERVICE PROVIDERS INVESTMENT MANAGEMENT SERVICES RiverSource Investments is the investment manager for each fund. Under the Investment Management Services Agreement, the investment manager, subject to the policies set by the Board, provides investment management services. For its services, the investment manager is paid a fee based on the following schedule. Each class of a fund pays its proportionate share of the fee. The fee is calculated for each calendar day on the basis of net assets as of the close of the preceding day. TABLE 13. INVESTMENT MANAGEMENT SERVICES AGREEMENT FEE SCHEDULE
- ------------------------------------------------------------------------------------------------------------------------------- ANNUAL RATE AT EACH DAILY RATE ON LAST DAY OF MOST FUND ASSETS (BILLIONS) ASSET LEVEL RECENT FISCAL PERIOD - ------------------------------------------------------------------------------------------------------------------------------- Absolute Return Currency and Income First $1.0 0.890% 0.890% Next 1.0 0.865 Next 1.0 0.840 Next 3.0 0.815 Next 1.5 0.790 Next 1.5 0.775 Next 1.0 0.770 Next 5.0 0.760 Next 5.0 0.750 Next 4.0 0.740 Next 26.0 0.720 Over 50.0 0.700 - ------------------------------------------------------------------------------------------------------------------------------- Aggressive Growth First $0.50 0.890 0.886 Next 0.50 0.865 Next 1.0 0.840 Next 1.0 0.815 Next 3.0 0.790 Over 6.0 0.765 - ------------------------------------------------------------------------------------------------------------------------------- Balanced First $1.0 0.530 0.526 Next 1.0 0.505 Next 1.0 0.480 Next 3.0 0.455 Next 1.5 0.430 Next 2.5 0.410 Next 5.0 0.390 Next 9.0 0.370 Over 24.0 0.350 - -------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 89
- ------------------------------------------------------------------------------------------------------------------------------- ANNUAL RATE AT EACH DAILY RATE ON LAST DAY OF MOST FUND ASSETS (BILLIONS) ASSET LEVEL RECENT FISCAL PERIOD - ------------------------------------------------------------------------------------------------------------------------------- California Tax-Exempt(a) First $0.25 0.410 California - 0.410 Massachusetts Tax-Exempt(a) Next 0.25 0.385 Massachusetts - 0.410 Michigan Tax-Exempt(a) Next 0.25 0.360 Michigan - 0.410 Minnesota Tax-Exempt(a) Next 0.25 0.345 Minnesota - 0.403 New York Tax-Exempt(a) Next 6.5 0.320 New York - 0.410 Ohio Tax-Exempt(a) Next 2.5 0.310 Ohio - 0.410 Next 5.0 0.300 Next 9.0 0.290 Next 26.0 0.270 Over 50.0 0.250 - ------------------------------------------------------------------------------------------------------------------------------- Cash Management First $1.0 0.330 0.285 Next 0.5 0.313 Next 0.5 0.295 Next 0.5 0.278 Next 2.5 0.260 Next 1.0 0.240 Next 1.5 0.220 Next 1.5 0.215 Next 1.0 0.190 Next 5.0 0.180 Next 5.0 0.170 Next 4.0 0.160 Over 24.0 0.150 - ------------------------------------------------------------------------------------------------------------------------------- Core Bond First $1.0 0.480 Core Bond - 0.480 Diversified Bond Next 1.0 0.455 Diversified Bond - 0.456 Limited Duration Bond Next 1.0 0.430 Limited Duration Bond - 0.480 Next 3.0 0.405 Next 1.5 0.380 Next 1.5 0.365 Next 1.0 0.360 Next 5.0 0.350 Next 5.0 0.340 Next 4.0 0.330 Next 26.0 0.310 Over 50.0 0.290 - ------------------------------------------------------------------------------------------------------------------------------- Disciplined Equity First $1.0 0.600 Disciplined Equity - 0.577 Disciplined Large Cap Growth* Next 1.0 0.575 Disciplined Large Cap Growth - N/A Diversified Equity Income Next 1.0 0.550 Diversified Equity Income - 0.543 Growth Next 3.0 0.525 Growth - 0.571 Large Cap Equity Next 1.5 0.500 Large Cap Equity - 0.547 Large Cap Value Next 2.5 0.485 Large Cap Value - 0.600 Next 5.0 0.470 Next 5.0 0.450 Next 4.0 0.425 Next 26.0 0.400 Over 50.0 0.375 - -------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 90
- ------------------------------------------------------------------------------------------------------------------------------- ANNUAL RATE AT EACH DAILY RATE ON LAST DAY OF MOST FUND ASSETS (BILLIONS) ASSET LEVEL RECENT FISCAL PERIOD - ------------------------------------------------------------------------------------------------------------------------------- Disciplined International Disciplined International Equity First $0.25 0.800 Equity - 0.800 European Equity Next 0.25 0.775 European Equity - 0.800 Global Equity Next 0.25 0.750 Global Equity - 0.776 International Opportunity Next 0.25 0.725 International Opportunity - 0.779 Next 1.0 0.700 Next 5.5 0.675 Next 2.5 0.660 Next 5.0 0.645 Next 5.0 0.635 Next 4.0 0.610 Next 26.0 0.600 Over 50.0 0.570 - ------------------------------------------------------------------------------------------------------------------------------- Disciplined Small and Mid Cap Equity First $1.0 0.700 Disciplined Small and Mid Cap Mid Cap Growth Next 1.0 0.675 Equity - 0.700 Next 1.0 0.650 Mid Cap Growth - 0.694 Next 3.0 0.625 Next 1.5 0.600 Next 2.5 0.575 Next 5.0 0.550 Next 9.0 0.525 Next 26.0 0.500 Over 50.0 0.475 - ------------------------------------------------------------------------------------------------------------------------------- Disciplined Small Cap Value First $0.25 0.850 0.850 Next 0.25 0.825 Next 0.25 0.800 Next 0.25 0.775 Next 1.0 0.750 Over 2.0 0.725 - ------------------------------------------------------------------------------------------------------------------------------- Dividend Opportunity First $0.50 0.610 0.578 Next 0.50 0.585 Next 1.0 0.560 Next 1.0 0.535 Next 3.0 0.510 Next 4.0 0.480 Next 5.0 0.470 Next 5.0 0.450 Next 4.0 0.425 Next 26.0 0.400 Over 50.0 0.375 - ------------------------------------------------------------------------------------------------------------------------------- Emerging Markets First $0.25 1.100 1.087 Next 0.25 1.080 Next 0.25 1.060 Next 0.25 1.040 Next 1.0 1.020 Next 5.5 1.000 Next 2.5 0.985 Next 5.0 0.970 Net 5.0 0.960 Next 4.0 0.935 Next 26.0 0.920 Over 50.0 0.900 - -------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 91
- ------------------------------------------------------------------------------------------------------------------------------- ANNUAL RATE AT EACH DAILY RATE ON LAST DAY OF MOST FUND ASSETS (BILLIONS) ASSET LEVEL RECENT FISCAL PERIOD - ------------------------------------------------------------------------------------------------------------------------------- Emerging Markets Bond First $0.25 0.720 Emerging Markets Bond - 0.720 Global Bond Next 0.25 0.695 Global Bond - 0.708 Next 0.25 0.670 Next 0.25 0.645 Next 6.5 0.620 Next 2.5 0.605 Next 5.0 0.590 Next 5.0 0.580 Next 4.0 0.560 Next 26.0 0.540 Over 50.0 0.520 - ------------------------------------------------------------------------------------------------------------------------------- Equity Value First $0.50 0.530 0.510 Next 0.50 0.505 Next 1.0 0.480 Next 1.0 0.455 Next 3.0 0.430 Over 6.0 0.400 - ------------------------------------------------------------------------------------------------------------------------------- Floating Rate First $1.0 0.610 0.610 Income Opportunities Next 1.0 0.585 Next 1.0 0.560 Next 3.0 0.535 Next 1.5 0.510 Next 1.5 0.495 Next 1.0 0.470 Next 5.0 0.455 Next 5.0 0.445 Next 4.0 0.420 Next 26.0 0.405 Over 50.0 0.380 - ------------------------------------------------------------------------------------------------------------------------------- Fundamental Growth First $1.0 0.780 0.780 Next 1.0 0.755 Next 1.0 0.730 Next 3.0 0.705 Over 6.0 0.680 - ------------------------------------------------------------------------------------------------------------------------------- Fundamental Value First $0.50 0.730 Fundamental Value - 0.711 Value Next 0.50 0.705 Value - 0.730 Next 1.0 0.680 Next 1.0 0.655 Next 3.0 0.630 Over 6.0 0.600 - ------------------------------------------------------------------------------------------------------------------------------- Global Technology First $0.25 0.720 0.720 Next 0.25 0.695 Next 0.25 0.670 Next 0.25 0.645 Next 1.0 0.620 Over 2.0 0.595 - -------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 92
- ------------------------------------------------------------------------------------------------------------------------------- ANNUAL RATE AT EACH DAILY RATE ON LAST DAY OF MOST FUND ASSETS (BILLIONS) ASSET LEVEL RECENT FISCAL PERIOD - ------------------------------------------------------------------------------------------------------------------------------- High Yield Bond First $1.0 0.590 0.578 Next 1.0 0.565 Next 1.0 0.540 Next 3.0 0.515 Next 1.5 0.490 Next 1.5 0.475 Next 1.0 0.450 Next 5.0 0.435 Next 5.0 0.425 Next 4.0 0.400 Next 26.0 0.385 Over 50.0 0.360 - ------------------------------------------------------------------------------------------------------------------------------- Income Builder Basic Income N/A N/A N/A Income Builder Enhanced Income Income Builder Moderate Income Portfolio Builder Aggressive Portfolio Builder Conservative Portfolio Builder Moderate Portfolio Builder Moderate Aggressive Portfolio Builder Moderate Conservative Portfolio Builder Total Equity Retirement Plus 2010 Retirement Plus 2015 Retirement Plus 2020 Retirement Plus 2025 Retirement Plus 2030 Retirement Plus 2035 Retirement Plus 2040 Retirement Plus 2045 - ------------------------------------------------------------------------------------------------------------------------------- Inflation Protected Securities First $1.0 0.440 0.440 Next 1.0 0.415 Next 1.0 0.390 Next 3.0 0.365 Next 1.5 0.340 Next 1.5 0.325 Next 1.0 0.320 Next 5.0 0.310 Next 5.0 0.300 Next 4.0 0.290 Next 26.0 0.270 Over 50.0 0.250 - ------------------------------------------------------------------------------------------------------------------------------- Intermediate Tax-Exempt First $1.0 0.390 0.390 Next 1.0 0.365 Next 1.0 0.340 Next 3.0 0.315 Next 1.5 0.290 Next 2.5 0.280 Next 5.0 0.270 Next 35.0 0.260 Over 50.0 0.250 - -------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 93
- ------------------------------------------------------------------------------------------------------------------------------- ANNUAL RATE AT EACH DAILY RATE ON LAST DAY OF MOST FUND ASSETS (BILLIONS) ASSET LEVEL RECENT FISCAL PERIOD - ------------------------------------------------------------------------------------------------------------------------------- International Aggressive Growth First $0.25 1.000 0.988 Next 0.25 0.975 Next 0.25 0.950 Next 0.25 0.925 Next 1.0 0.900 Over 2.0 0.875 - ------------------------------------------------------------------------------------------------------------------------------- International Equity First $0.25 0.970 0.970 Next 0.25 0.945 Next 0.25 0.920 Next 0.25 0.895 Next 1.0 0.870 Over 2.0 0.845 - ------------------------------------------------------------------------------------------------------------------------------- International Select Value First $0.25 0.900 0.830 Next 0.25 0.875 Next 0.25 0.850 Next 0.25 0.825 Next 1.0 0.800 Over 2.0 0.775 - ------------------------------------------------------------------------------------------------------------------------------- International Small Cap First $0.25 1.120 1.120 Next 0.25 1.095 Next 0.25 1.070 Next 0.25 1.045 Next 1.0 1.020 Over 2.0 0.995 - ------------------------------------------------------------------------------------------------------------------------------- Mid Cap Value First $1.0 0.700 0.689 Next 1.0 0.675 Next 1.0 0.650 Next 3.0 0.625 Next 1.5 0.600 Next 2.5 0.575 Next 5.0 0.550 Next 9.0 0.525 Next 26.0 0.500 Over 50.0 0.475 - ------------------------------------------------------------------------------------------------------------------------------- Precious Metals and Mining First $0.25 0.800 0.800 Next 0.25 0.775 Next 0.25 0.750 Next 0.25 0.725 Next 1.0 0.700 Over 2.0 0.675 - ------------------------------------------------------------------------------------------------------------------------------- Real Estate First $1.0 0.840 0.840 Next 1.0 0.815 Next 1.0 0.790 Next 3.0 0.765 Next 6.0 0.740 Next 12.0 0.730 Over 24.0 0.720 - -------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 94
- ------------------------------------------------------------------------------------------------------------------------------- ANNUAL RATE AT EACH DAILY RATE ON LAST DAY OF MOST FUND ASSETS (BILLIONS) ASSET LEVEL RECENT FISCAL PERIOD - ------------------------------------------------------------------------------------------------------------------------------- S&P 500 Index First $1.0 0.220 0.220 Next 1.0 0.210 Next 1.0 0.200 Next 4.5 0.190 Next 2.5 0.180 Next 5.0 0.170 Next 9.0 0.160 Next 26.0 0.140 Over 50.0 0.120 - ------------------------------------------------------------------------------------------------------------------------------- Select Value First $0.50 0.780 0.775 Next 0.50 0.755 Next 1.0 0.730 Next 1.0 0.705 Next 3.0 0.680 Over 6.0 0.650 - ------------------------------------------------------------------------------------------------------------------------------- Short Duration U.S. Government First $1.0 0.480 0.480 Next 1.0 0.455 Next 1.0 0.430 Next 3.0 0.405 Next 1.5 0.380 Next 1.5 0.365 Next 1.0 0.340 Next 5.0 0.325 Next 5.0 0.315 Next 4.0 0.290 Next 26.0 0.275 Over 50.0 0.250 - ------------------------------------------------------------------------------------------------------------------------------- Small Cap Advantage First $0.25 0.790 0.772 Next 0.25 0.765 Next 0.25 0.740 Next 0.25 0.715 Next 1.0 0.690 Over 2.0 0.665 - ------------------------------------------------------------------------------------------------------------------------------- Small Cap Equity First $0.25 0.970 0.964 Next 0.25 0.945 Next 0.25 0.920 Next 0.25 0.895 Over 1.0 0.870 - ------------------------------------------------------------------------------------------------------------------------------- Small Cap Growth First $0.25 0.920 0.920 Next 0.25 0.895 Next 0.25 0.870 Next 0.25 0.845 Next 1.0 0.820 Over 2.0 0.795 - ------------------------------------------------------------------------------------------------------------------------------- Small Cap Value First $0.25 0.970 0.933 Next 0.25 0.945 Next 0.25 0.920 Next 0.25 0.895 Over 1.0 0.870 - -------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 95
- ------------------------------------------------------------------------------------------------------------------------------- ANNUAL RATE AT EACH DAILY RATE ON LAST DAY OF MOST FUND ASSETS (BILLIONS) ASSET LEVEL RECENT FISCAL PERIOD - ------------------------------------------------------------------------------------------------------------------------------- Small Company Index First $0.25 0.360 0.343 Next 0.25 0.350 Next 0.25 0.340 Next 0.25 0.330 Next 6.5 0.320 Next 7.5 0.300 Next 9.0 0.280 Next 26.0 0.260 Over 50.0 0.240 - ------------------------------------------------------------------------------------------------------------------------------- Strategic Allocation First $1.0 0.570 0.563 Next 1.0 0.545 Next 1.0 0.520 Next 3.0 0.495 Next 1.5 0.470 Next 2.5 0.450 Next 5.0 0.430 Next 9.0 0.410 Over 24.0 0.390 - ------------------------------------------------------------------------------------------------------------------------------- Strategic Income Allocation* First $0.25 0.550 N/A Next 0.25 0.525 Next 0.25 0.500 Over 0.75 0.475 - ------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Bond First $1.0 0.410 0.410 Next 1.0 0.385 Next 1.0 0.360 Next 3.0 0.335 Next 1.5 0.310 Next 2.5 0.300 Next 5.0 0.290 Next 9.0 0.280 Next 26.0 0.260 Over 50.0 0.250 - ------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt High Income First $1.0 0.470 0.442 Next 1.0 0.445 Next 1.0 0.420 Next 3.0 0.395 Next 1.5 0.370 Next 2.5 0.360 Next 5.0 0.350 Next 9.0 0.340 Next 26.0 0.320 Over 50.0 0.300 - -------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 96
- ------------------------------------------------------------------------------------------------------------------------------- ANNUAL RATE AT EACH DAILY RATE ON LAST DAY OF MOST FUND ASSETS (BILLIONS) ASSET LEVEL RECENT FISCAL PERIOD - ------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Money Market First $1.0 0.330 0.330 Next 0.5 0.313 Next 0.5 0.295 Next 0.5 0.278 Next 2.5 0.260 Next 1.0 0.240 Next 1.5 0.220 Next 1.5 0.215 Next 1.0 0.190 Next 5.0 0.180 Next 5.0 0.170 Next 4.0 0.160 Over 24.0 0.150 - ------------------------------------------------------------------------------------------------------------------------------- U.S. Government Mortgage First $1.0 0.480 0.480 Next 1.0 0.455 Next 1.0 0.430 Next 3.0 0.405 Next 1.5 0.380 Next 1.5 0.365 Next 1.0 0.360 Next 5.0 0.350 Next 5.0 0.340 Next 4.0 0.330 Next 26.0 0.310 Over 50.0 0.290 - -------------------------------------------------------------------------------------------------------------------------------
* As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. (a) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. The information shown is as of Aug. 31, 2006. For Equity and Balanced Funds, except for S&P 500 Index and Small Company Index, before the fee based on the asset charge is paid, it is adjusted for the fund's investment performance relative to a Lipper Index (Index) as shown in the table below. The adjustment increased or decreased the fee for the last fiscal period as shown in the following table. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. Statement of Additional Information - Sept. 28, 2007 Page 97 TABLE 14. LIPPER INDEXES
- ------------------------------------------------------------------------------------------------------------------------ FUND LIPPER INDEX FEE INCREASE OR (DECREASE) - ------------------------------------------------------------------------------------------------------------------------ FISCAL YEAR ENDING MARCH 31 - ------------------------------------------------------------------------------------------------------------------------ Equity Value Lipper Large-Cap Value Funds $842,685 - ------------------------------------------------------------------------------------------------------------------------ Precious Metals and Mining Lipper Gold Funds (20,073) - ------------------------------------------------------------------------------------------------------------------------ Small Cap Advantage Lipper Small-Cap Core Funds (506,105) - ------------------------------------------------------------------------------------------------------------------------ Small Cap Growth Lipper Small-Cap Growth Funds 74,739 - ------------------------------------------------------------------------------------------------------------------------ FISCAL YEAR ENDING MAY 31 - ------------------------------------------------------------------------------------------------------------------------ Aggressive Growth Lipper Mid-Cap Growth Funds (363,354) - ------------------------------------------------------------------------------------------------------------------------ Fundamental Growth Lipper Large-Cap Growth Funds 3,495 - ------------------------------------------------------------------------------------------------------------------------ Fundamental Value Lipper Large-Cap Value Funds (596,440) - ------------------------------------------------------------------------------------------------------------------------ Select Value Lipper Multi-Cap Value Funds 151,566 - ------------------------------------------------------------------------------------------------------------------------ Small Cap Equity Lipper Small-Cap Core Funds (259,546) - ------------------------------------------------------------------------------------------------------------------------ Small Cap Value Lipper Small-Cap Value Funds 77,314 - ------------------------------------------------------------------------------------------------------------------------ Value Lipper Large-Cap Value Funds (29,980) - ------------------------------------------------------------------------------------------------------------------------ FISCAL YEAR ENDING JUNE 30 - ------------------------------------------------------------------------------------------------------------------------ Dividend Opportunity Lipper Equity Income Funds 1,238,194 - ------------------------------------------------------------------------------------------------------------------------ Real Estate Lipper Real Estate Funds 155,486 - ------------------------------------------------------------------------------------------------------------------------ FISCAL YEAR ENDING JULY 31 - ------------------------------------------------------------------------------------------------------------------------ Disciplined Equity Lipper Large-Cap Core Funds 716,428 - ------------------------------------------------------------------------------------------------------------------------ Disciplined Small and Mid Cap Equity Lipper Mid-Cap Core Funds (17,062) - ------------------------------------------------------------------------------------------------------------------------ Disciplined Small Cap Value Lipper Small-Cap Value Funds (13,668) - ------------------------------------------------------------------------------------------------------------------------ Growth Lipper Large-Cap Growth Funds 2,987,141 - ------------------------------------------------------------------------------------------------------------------------ Large Cap Equity Lipper Large-Cap Core Funds 788,515 - ------------------------------------------------------------------------------------------------------------------------ Large Cap Value Lipper Large-Cap Value Funds (3,332) - ------------------------------------------------------------------------------------------------------------------------ FISCAL YEAR ENDING SEPTEMBER 30 - ------------------------------------------------------------------------------------------------------------------------ Balanced Lipper Balanced Funds (506,380) - ------------------------------------------------------------------------------------------------------------------------ Disciplined Large Cap Growth* Lipper Large-Cap Growth Funds N/A - ------------------------------------------------------------------------------------------------------------------------ Diversified Equity Income Lipper Equity Income Funds 6,036,539 - ------------------------------------------------------------------------------------------------------------------------ Mid Cap Value Lipper Mid-Cap Value Funds 1,270,520 - ------------------------------------------------------------------------------------------------------------------------ Strategic Allocation Lipper Flexible Portfolio Funds 501,696 - ------------------------------------------------------------------------------------------------------------------------ FISCAL YEAR ENDING OCTOBER 31 - ------------------------------------------------------------------------------------------------------------------------ Disciplined International Equity Lipper International Large-Cap Core Funds 0(a) - ------------------------------------------------------------------------------------------------------------------------ Emerging Markets Lipper Emerging Markets Funds 105,658 - ------------------------------------------------------------------------------------------------------------------------ European Equity Lipper European Funds (71,748) - ------------------------------------------------------------------------------------------------------------------------ Global Equity Lipper Global Funds 527,514 - ------------------------------------------------------------------------------------------------------------------------ Global Technology Lipper Science and Technology Funds 113,421 - ------------------------------------------------------------------------------------------------------------------------ International Aggressive Growth Lipper International Multi-Cap Growth Funds (262,382) - ------------------------------------------------------------------------------------------------------------------------ International Equity Lipper International Funds (3,284) - ------------------------------------------------------------------------------------------------------------------------ International Opportunity Lipper International Large-Cap Core Funds 194,820 - ------------------------------------------------------------------------------------------------------------------------ International Select Value Lipper International Multi-Cap Value Funds 1,234,231 - ------------------------------------------------------------------------------------------------------------------------ International Small Cap Lipper International Small-Cap Funds (117,356) - ------------------------------------------------------------------------------------------------------------------------ FISCAL YEAR ENDING NOVEMBER 30 - ------------------------------------------------------------------------------------------------------------------------ Mid Cap Growth Lipper Mid-Cap Growth Funds (1,683,464) - ------------------------------------------------------------------------------------------------------------------------
* As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. (a) For the period from May 18, 2006 (when shares became publicly available) to Oct. 31, 2006. Statement of Additional Information - Sept. 28, 2007 Page 98 The adjustment, determined monthly, will be determined by measuring the percentage difference over a rolling 12-month period between the performance of one Class A share of the fund and the change in the Index. The performance difference is then used to determine the adjustment rate. The adjustment rate, computed to five decimal places, is determined in accordance with the following table. The table is organized by fund category. You can find your fund's category in Table 1. TABLE 15. PERFORMANCE INCENTIVE ADJUSTMENT CALCULATION
- -------------------------------------------------------------------------------------------------------------------------- EQUITY FUNDS BALANCED FUNDS - -------------------------------------------------------------------------------------------------------------------------- PERFORMANCE PERFORMANCE DIFFERENCE ADJUSTMENT RATE DIFFERENCE ADJUSTMENT RATE - -------------------------------------------------------------------------------------------------------------------------- 0.00% - 0.50% 0 0.00% - 0.50% 0 - -------------------------------------------------------------------------------------------------------------------------- 0.50% - 1.00% 6 basis points times the performance 0.50% - 1.00% 6 basis points times the performance difference over 0.50%, times 100 difference over 0.50%, times 100 (maximum of 3 basis points if a (maximum of 3 basis points if a 1% performance difference) 1% performance difference) - -------------------------------------------------------------------------------------------------------------------------- 1.00% - 2.00% 3 basis points, plus 3 basis points 1.00% - 2.00% 3 basis points, plus 3 basis points times times the performance difference over 1.00%, the performance difference over 1.00%, times 100 (maximum 6 basis points if a times 100 (maximum 6 basis points if a 2% performance difference) 2% performance difference) - -------------------------------------------------------------------------------------------------------------------------- 2.00% - 4.00% 6 basis points, plus 2 basis points 2.00% - 3.00% 6 basis points, plus 2 basis points times times the performance difference over 2.00%, the performance difference over 2.00%, times 100 (maximum 10 basis points if a times 100 (maximum 8 basis points if a 4% performance difference) 3% performance difference) - -------------------------------------------------------------------------------------------------------------------------- 4.00% - 6.00% 10 basis points, plus 1 basis point 3.00% or more 8 basis points times the performance difference over 4.00%, times 100 (maximum 12 basis points if a 6% performance difference) - -------------------------------------------------------------------------------------------------------------------------- 6.00% or more 12 basis points - --------------------------------------------------------------------------------------------------------------------------
For example, if the performance difference for an Equity Fund is 2.38%, the adjustment rate is 0.000676 (0.0006 [6 basis points] plus 0.0038 [the 0.38% performance difference over 2.00%] x 0.0002 [2 basis points] x 100 (0.000076)). Rounded to five decimal places, the adjustment rate is 0.00068. The maximum adjustment rate for the fund is 0.0012 per year. Where the fund's Class A performance exceeds that of the Index, the fee paid to the investment manager will increase. Where the performance of the Index exceeds the performance of the fund's Class A shares, the fee paid to the investment manager will decrease. The 12-month comparison period rolls over with each succeeding month, so that it always equals 12 months, ending with the month for which the performance adjustment is being computed. If an Index ceases to be published for a period of more than 90 days, changes in any material respect, otherwise becomes impracticable or, at the discretion of the Board, is no longer appropriate to use for purposes of a performance incentive adjustment, for example, if Lipper reclassifies the fund from one peer group to another, the Board may take action it deems appropriate and in the best interests of shareholders, including: (1) discontinuance of the performance incentive adjustment until such time as it approves a substitute index; or (2) adoption of a methodology to transition to a substitute index it has approved. Transitions. In the case of a change in index, a fund's performance will be compared to a 12 month blended index return that reflects the performance of the current index for the portion of the 12 month performance measurement period beginning the effective date of the current index and the performance of the prior index for the remainder of the measurement period. At the conclusion of the transition period, the performance of the prior index will be eliminated from the performance incentive adjustment calculation, and the calculation will include only the performance of the current index. The management fee is paid monthly. Under the agreement, a fund also pays taxes, brokerage commissions and nonadvisory expenses, which include custodian fees and charges; fidelity bond premiums; certain legal fees; registration fees for shares; consultants' fees; compensation of Board members, officers and employees not employed by the investment manager or its affiliates; corporate filing fees; organizational expenses; expenses Statement of Additional Information - Sept. 28, 2007 Page 99 incurred in connection with lending securities; interest and fee expense related to a fund's participation in inverse floater structures; and expenses properly payable by a fund, approved by the Board. The table below shows the total management fees paid by each fund for the last three fiscal periods as well as nonadvisory expenses, net of earnings credits, waivers and expenses reimbursed by the investment manager and its affiliates. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 16. MANAGEMENT FEES AND NONADVISORY EXPENSES
- ------------------------------------------------------------------------------------------------------------------------ MANAGEMENT FEES NONADVISORY EXPENSES ------------------------------------------------------------------------------- FUND 2007 2006 2005 2007 2006 2005 - ------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - ------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Aggressive N/A* $204,941 $55,141(a) $209,004 $154,484 $34,746(a) - ------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Conservative N/A* 71,579 23,875(a) 134,788 117,318 43,296(a) - ------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Moderate N/A* 342,180 93,838(a) 246,216 251,538 142,907(a) - ------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Moderate Aggressive N/A* 418,633 112,009(a) 355,360 269,480 116,480(a) - ------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Moderate Conservative N/A* 137,483 43,118(a) 140,615 144,243 75,264(a) - ------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Total Equity N/A* 165,740 43,835(a) 188,843 122,935 27,696(a) - ------------------------------------------------------------------------------------------------------------------------ S&P 500 Index $566,109 706,270 933,587 (272,996) (357,906) (402,204) - ------------------------------------------------------------------------------------------------------------------------ Small Company Index 3,889,499 4,419,815 4,547,058 (662,392) 471,768 536,282 - ------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - ------------------------------------------------------------------------------------------------------------------------ Equity Value 6,969,436 7,043,854 6,836,800 361,720 400,520 465,953 - ------------------------------------------------------------------------------------------------------------------------ Precious Metals and Mining 876,127 579,779 659,595 144,337 207,159 176,012 - ------------------------------------------------------------------------------------------------------------------------ Small Cap Advantage 4,703,119 5,845,601 6,341,134 (252,816) 510,707 533,489 - ------------------------------------------------------------------------------------------------------------------------ Small Cap Growth 2,066,992 1,878,991 2,276,290 111,014 343,335 421,008 - ------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - ------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2010 N/A(b) N/A N/A 4,075(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2015 N/A(b) N/A N/A 3,927(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2020 N/A(b) N/A N/A 6,231(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2025 N/A(b) N/A N/A 4,478(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2030 N/A(b) N/A N/A 2,766(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2035 N/A(b) N/A N/A 878(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2040 N/A(b) N/A N/A 2,640(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2045 N/A(b) N/A N/A (2,522)(b) N/A N/A - ------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - ------------------------------------------------------------------------------------------------------------------------ Aggressive Growth 4,627,106 1,950,153 399,501 (1,047,823) (167,264) 82,999 - ------------------------------------------------------------------------------------------------------------------------ Fundamental Growth 1,824,581 987,877 410,475 158,403 191,085 177,899 - ------------------------------------------------------------------------------------------------------------------------ Fundamental Value 7,530,722 7,971,622 5,556,219 (215,041) 501,862 488,580 - ------------------------------------------------------------------------------------------------------------------------ High Yield Bond 11,401,845 12,713,321 14,973,845 481,606 688,374 817,018 - ------------------------------------------------------------------------------------------------------------------------ Income Builder Basic Income N/A N/A N/A 145,971 3,184(c) N/A - ------------------------------------------------------------------------------------------------------------------------ Income Builder Enhanced Income N/A N/A N/A 153,282 6,657(c) N/A - ------------------------------------------------------------------------------------------------------------------------ Income Builder Moderate Income N/A N/A N/A 202,410 7,419(c) N/A - ------------------------------------------------------------------------------------------------------------------------ Select Value 4,807,861 5,211,061 5,256,934 (162,440) 330,794 423,030 - ------------------------------------------------------------------------------------------------------------------------ Short Duration U.S. Government 4,419,003 6,683,201 10,141,504 (1,025,939) (1,688,300) (958,143) - ------------------------------------------------------------------------------------------------------------------------ Small Cap Equity 2,964,236 2,525,974 1,560,155 (464,274) (134,739) 6,490 - ------------------------------------------------------------------------------------------------------------------------ Small Cap Value 9,159,989 9,285,758 9,857,858 (878,605) 735,477 788,885 - ------------------------------------------------------------------------------------------------------------------------ U.S. Government Mortgage 1,348,887 1,327,433 1,532,464 (438,473) (549,885) (188,134) - ------------------------------------------------------------------------------------------------------------------------ Value 2,884,225 3,018,867 3,311,867 (12,895) 275,068 285,856 - ------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 100
- ------------------------------------------------------------------------------------------------------------------------ FUND MANAGEMENT FEES NONADVISORY EXPENSES ------------------------------------------------------------------------------- 2007 2006 2005 2007 2006 2005 - ------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - ------------------------------------------------------------------------------------------------------------------------ Dividend Opportunity 10,678,661 7,688,134 6,201,403 540,349 480,473 453,329 - ------------------------------------------------------------------------------------------------------------------------ Real Estate 2,299,121 1,398,778 725,491 207,925 153,244 133,564 - ------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - ------------------------------------------------------------------------------------------------------------------------ Cash Management 12,713,351 10,801,723 12,052,160 859,062 (1,747,535) 1,220,672 - ------------------------------------------------------------------------------------------------------------------------ Core Bond 1,096,973 991,804 846,872 (66,961) (58,636) 99,940 - ------------------------------------------------------------------------------------------------------------------------ Disciplined Equity 14,110,274 5,175,451 408,720 (202,920) (83,131) 130,016 - ------------------------------------------------------------------------------------------------------------------------ Disciplined Small and Mid Cap Equity 273,481 13,335(d) N/A 91,799 4,577(d) N/A - ------------------------------------------------------------------------------------------------------------------------ Disciplined Small Cap Value 206,071 49,035(e) N/A 37,535 9,684(e) N/A - ------------------------------------------------------------------------------------------------------------------------ Floating Rate 3,332,472 412,667(e) N/A 151,486 19,402(e) N/A - ------------------------------------------------------------------------------------------------------------------------ Growth 22,705,786 19,922,079 18,968,320 954,358 1,214,759 1,217,404 - ------------------------------------------------------------------------------------------------------------------------ Income Opportunities 2,116,555 2,229,460 1,954,757 187,627 198,512 214,865 - ------------------------------------------------------------------------------------------------------------------------ Inflation Protected Securities 1,313,892 1,078,635 552,220 (126,032) (45,905) 28,432 - ------------------------------------------------------------------------------------------------------------------------ Large Cap Equity 39,667,264 20,724,477 9,680,873 1,168,504 682,652 161,534 - ------------------------------------------------------------------------------------------------------------------------ Large Cap Value 602,406 715,200 803,736 184,710 186,504 293,194 - ------------------------------------------------------------------------------------------------------------------------ Limited Duration Bond 726,809 990,881 960,788 (73,339) (96,959) 57,170 - ------------------------------------------------------------------------------------------------------------------------ 2006 2005 2004 2006 2005 2004 - ------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - ------------------------------------------------------------------------------------------------------------------------ California Tax-Exempt(f) 1,008,174 1,010,591 1,129,991 (8,449) 116,440 139,264 - ------------------------------------------------------------------------------------------------------------------------ Diversified Bond 12,388,294 13,003,467 15,409,504 (1,870,049) (1,032,114) 575,900 - ------------------------------------------------------------------------------------------------------------------------ Massachusetts Tax-Exempt(f) 347,506 372,649 427,506 19,719(g) 74,396(g) 71,853(g) - ------------------------------------------------------------------------------------------------------------------------ Michigan Tax-Exempt(f) 286,107 294,025 342,995 (9,110)(g) 36,732 48,903(g) - ------------------------------------------------------------------------------------------------------------------------ Minnesota Tax-Exempt(f) 1,898,065 1,895,714 2,045,996 599,362(g) 580,040(g) 465,992(g) - ------------------------------------------------------------------------------------------------------------------------ New York Tax-Exempt(f) 402,241 434,449 495,538 133,306(g) 146,336(g) 134,299(g) - ------------------------------------------------------------------------------------------------------------------------ Ohio Tax-Exempt(f) 285,080 307,214 360,176 (12,492)(g) 43,253(g) 61,965(g) - ------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - ------------------------------------------------------------------------------------------------------------------------ Balanced 5,690,832 7,169,932 7,736,525 563,493 651,610 707,529 - ------------------------------------------------------------------------------------------------------------------------ Disciplined Large Cap Growth** N/A N/A N/A N/A N/A N/A - ------------------------------------------------------------------------------------------------------------------------ Diversified Equity Income 37,321,661 24,183,415 17,374,369 1,761,776 1,530,714 993,686 - ------------------------------------------------------------------------------------------------------------------------ Mid Cap Value 11,459,838 5,816,781 2,537,342 728,841 531,095 271,072 - ------------------------------------------------------------------------------------------------------------------------ Strategic Allocation 7,064,937 5,960,581 5,004,559 665,164 642,432 629,876 - ------------------------------------------------------------------------------------------------------------------------ Strategic Income Allocation** N/A N/A N/A N/A N/A N/A - ------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - ------------------------------------------------------------------------------------------------------------------------ Absolute Return Currency and Income 176,149(h) N/A N/A 28,907(h) N/A N/A - ------------------------------------------------------------------------------------------------------------------------ Disciplined International Equity 147,388(i) N/A N/A 48,716(i) N/A N/A - ------------------------------------------------------------------------------------------------------------------------ Emerging Markets 5,659,680 3,801,760 2,770,886 745,246 636,569 519,598 - ------------------------------------------------------------------------------------------------------------------------ Emerging Markets Bond 191,237(j) N/A N/A 77,772(j) N/A N/A - ------------------------------------------------------------------------------------------------------------------------ European Equity 821,750 837,577 872,149 182,061 224,833 236,203 - ------------------------------------------------------------------------------------------------------------------------ Global Bond 3,734,676 4,359,713 4,143,713 (159,716) 408,133 427,277 - ------------------------------------------------------------------------------------------------------------------------ Global Equity 5,791,016 4,471,632 3,302,062 517,920 485,178 506,708 - ------------------------------------------------------------------------------------------------------------------------ Global Technology 1,327,883 1,574,791 1,812,789 249,939 282,889 304,625 - ------------------------------------------------------------------------------------------------------------------------ International Aggressive Growth 4,039,162 3,119,859 1,878,346 530,707 384,996 250,484 - ------------------------------------------------------------------------------------------------------------------------ International Equity 1,767,556 1,431,433 1,015,577 265,839 323,432 316,320 - ------------------------------------------------------------------------------------------------------------------------ International Opportunity 4,840,788 3,988,205 2,926,933 505,513 566,027 442,832 - ------------------------------------------------------------------------------------------------------------------------ International Select Value 15,936,398 10,340,380 6,467,621 990,734 812,998 473,274 - ------------------------------------------------------------------------------------------------------------------------ International Small Cap 1,050,011 933,818 600,389 246,920 333,478 208,586 - ------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 101
- ------------------------------------------------------------------------------------------------------------------------ FUND MANAGEMENT FEES NONADVISORY EXPENSES ------------------------------------------------------------------------------- 2006 2005 2004 2006 2005 2004 - ------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - ------------------------------------------------------------------------------------------------------------------------ Intermediate Tax-Exempt 435,316 644,499 752,882 (25,206) 67,781 136,017 - ------------------------------------------------------------------------------------------------------------------------ Mid Cap Growth 9,852,112 10,413,718 10,550,526 670,574 901,194 744,839 - ------------------------------------------------------------------------------------------------------------------------ Tax-Exempt Bond 3,345,629 3,066,023 3,457,986 905,255 661,982(k) 510,620(k) - ------------------------------------------------------------------------------------------------------------------------ Tax-Exempt High Income 15,027,647 17,998,361 20,079,644 8,025,340 7,139,120(k) 5,135,426(k) - ------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING DECEMBER 31 - ------------------------------------------------------------------------------------------------------------------------ Tax-Exempt Money Market 390,170 423,253 515,265 118,441 116,613 177,477 - ------------------------------------------------------------------------------------------------------------------------
* Effective Feb. 1, 2006, this fee was eliminated. ** As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. (a) For the period from March 4, 2004 (when shares became publicly available) to Jan. 31, 2005. (b) For the period from May 18, 2006 (when shares became publicly available) to April 30, 2007. (c) For the period from Feb. 16, 2006 (when shares became publicly available) to May 31, 2006. (d) For the period from May 18, 2006 (when shares became publicly available) to July 31, 2006. (e) For the period from Feb. 16, 2006 (when shares became publicly available) to July 31, 2006. (f) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. For 2006, the information shown is from July 1, 2005 through Aug. 31, 2006. For years prior to 2006, the fiscal period ended June 30. (g) During 2006, the Fund changed the method of accounting for its participation in inverse floater structures. Previously, nonadvisory expenses for fiscal year end 2006, 2005 and 2004 were reported as $(22,871), $43,112 and $52,958 for Massachusetts Tax-Exempt Fund, $(13,107), $36,732 and $43,425 for Michigan Tax-Exempt Fund, $(68,320), $161,536 and $182,884 for Minnesota Tax-Exempt Fund, $(21,864), $54,945 and $62,139 for New York Tax-Exempt Fund and $(16,487), $38,356 and $43,070 for Ohio Tax-Exempt Fund, respectively. (h) For the period from June 15, 2006 (when the Fund became available) to Oct. 31, 2006. (i) For the period from May 18, 2006 (when shares became publicly available) to Oct. 31, 2006. (j) For the period from Feb. 16, 2006 (when shares became publicly available) to Oct. 31, 2006. (k) During 2006, the Fund changed the method of accounting for its participation in inverse floater structures. Previously, nonadvisory expenses for fiscal year end 2005 and 2004 were reported as $136,155 and $248,267 for Tax-Exempt Bond Fund, and $308,271 and $976,647 for Tax-Exempt High Income Fund, respectively. MANAGER OF MANAGERS EXEMPTION The RiverSource funds have received an order from the SEC that permits RiverSource Investments, subject to the approval of the Board, to appoint a subadviser or change the terms of a subadvisory agreement for a fund without first obtaining shareholder approval. The order permits the fund to add or change unaffiliated subadvisers or the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. For California Tax-Exempt, Cash Management, Diversified Bond, Global Bond, High Yield Bond, Intermediate Tax-Exempt, Massachusetts Tax-Exempt, Michigan Tax-Exempt, Minnesota Tax-Exempt, New York Tax-Exempt, Ohio Tax-Exempt, Short Duration U.S. Government, Tax-Exempt Bond, Tax-Exempt High Income, Tax-Exempt Money Market and U.S. Government Mortgage funds: before the fund may rely on the order, holders of a majority of the fund's outstanding voting securities will need to approve operating the fund in this manner. There is no assurance shareholder approval will be received, and no changes will be made without shareholder approval until that time. SUBADVISORY AGREEMENTS The assets of certain funds are managed by subadvisers that have been selected by the investment manager, subject to the review and approval of the Board. The investment manager has recommended the subadvisers to the Board based upon its assessment of the skills of the subadvisers in managing other assets with objectives and investment strategies substantially similar to those of the applicable fund. Short-term investment performance is not the only factor in selecting or terminating a subadviser, and the investment manager does not expect to make frequent changes of subadvisers. Certain subadvisers, affiliated with the investment manager, have been directly approved by shareholders. These subadvisers are noted in Table 18. The investment manager allocates the assets of a fund with multiple subadvisers among the subadvisers. Each subadviser has discretion, subject to oversight by the Board and the investment manager, to purchase and sell portfolio assets, consistent with the fund's investment objectives, policies, and restrictions. Generally, the services that a subadviser provides to the fund are limited to asset management and related recordkeeping services. Statement of Additional Information - Sept. 28, 2007 Page 102 The investment manager has entered into an advisory agreement with each subadviser under which the subadviser provides investment advisory assistance and day-to-day management of some or all of the fund's portfolio, as well as investment research and statistical information. A subadviser may also serve as a discretionary or non-discretionary investment adviser to management or advisory accounts that are unrelated in any manner to the investment manager or its affiliates. The following table shows the advisory fee schedules for fees paid by the investment manager to subadvisers for funds that have subadvisers. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 17. SUBADVISERS AND SUBADVISORY AGREEMENT FEE SCHEDULES
- ------------------------------------------------------------------------------------------------------------------------------ PARENT COMPANY, FUND SUBADVISER NAME IF ANY FEE SCHEDULE - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - ------------------------------------------------------------------------------------------------------------------------------ Small Cap Advantage Kenwood Capital Management LLC (Kenwood)(a), A 0.60% on the first $100 million, (c) (effective May 4, 1999) reducing to 0.45% as assets increase, and subject to a performance incentive adjustment(b) - ------------------------------------------------------------------------------------------------------------------------------ Small Cap Growth Essex Investment Management Company, LLC B 0.70% on the first $20 million, (Essex) (effective Sept. 23, 2005) reducing to 0.60% as assets increase --------------------------------------------------------------------------------------------------- Federated MDTA, LLC (MDTA) C 0.60% on all assets (effective Sept. 23, 2005) --------------------------------------------------------------------------------------------------- Turner Investment Partners, Inc. (Turner) N/A 0.60% on the first $50 million, (effective Aug. 18, 2003) reducing to 0.50% as assets increase --------------------------------------------------------------------------------------------------- UBS Global Asset Management (Americas) (UBS) N/A 0.55% on the first $150 million, (effective Aug. 18, 2003) reducing to 0.50% as assets increase - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - ------------------------------------------------------------------------------------------------------------------------------ Aggressive Growth American Century D 0.50% on the first $100 million, (effective April 24, 2003) reducing to 0.38% as assets increase --------------------------------------------------------------------------------------------------- Turner N/A 0.55% on the first $100 million, (effective April 24, 2003) reducing to 0.38% as assets increase - ------------------------------------------------------------------------------------------------------------------------------ Fundamental Growth Goldman Sachs Asset Management, L.P. E 0.50% on the first $50 million, (Goldman) (effective April 24, 2003) reducing to 0.30% as assets increase --------------------------------------------------------------------------------------------------- Wellington Management Company, LLP N/A 0.50% on the first $50 million, (Wellington Management) (effective April 26, reducing to 0.40% as assets increase 2005) - ------------------------------------------------------------------------------------------------------------------------------ Fundamental Value Davis Selected Advisers, LP (Davis)(a), (c) N/A 0.45% on the first $100 million, (effective June 18, 2001) reducing to 0.25% as assets increase - ------------------------------------------------------------------------------------------------------------------------------ Select Value Systematic Financial Management, L.P. F 0.50% on the first $50 million, (Systematic)(c) reducing to 0.30% as assets increase (effective Sept. 29, 2006) --------------------------------------------------------------------------------------------------- WEDGE Capital Management L.L.P. (WEDGE)(c) N/A 0.75% on the first $10 million, (effective Sept. 29, 2006) reducing to 0.30% as assets increase - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 103
- ------------------------------------------------------------------------------------------------------------------------------ PARENT COMPANY, FUND SUBADVISER NAME IF ANY FEE SCHEDULE - ------------------------------------------------------------------------------------------------------------------------------ Small Cap Equity American Century D 0.65% on the first $25 million, (effective Dec. 12, 2003) reducing to 0.55% as assets increase --------------------------------------------------------------------------------------------------- Lord, Abbett & Co. LLC (Lord Abbett) N/A 0.65% on the first $100 million, (effective Dec. 12, 2003) reducing to 0.55% as assets increase --------------------------------------------------------------------------------------------------- Wellington Management N/A 0.60%, subject to a performance (effective March 8, 2002) incentive adjustment(d) - ------------------------------------------------------------------------------------------------------------------------------ Small Cap Value Barrow, Hanley, Mewhinney & Strauss (BHMS)(c) G 1.00% on the first $10 million, (effective March 12, 2004) reducing to 0.30% as assets increase --------------------------------------------------------------------------------------------------- Donald Smith & Co., Inc. (Donald Smith)(c) N/A 0.60% on the first $175 million, (effective March 12, 2004) reducing to 0.55% as assets increase --------------------------------------------------------------------------------------------------- Franklin Portfolio Associates LLC(c) (Franklin H 0.60% on the first $100 million, Portfolio Associates) (effective March 12, reducing to 0.55% as assets increase 2004) --------------------------------------------------------------------------------------------------- Metropolitan West Capital Management, LLC I 0.50% on all assets (MetWest Capital) (effective April 24, 2006) - ------------------------------------------------------------------------------------------------------------------------------ Value Lord Abbett N/A 0.35% on the first $200 million, (effective June 18, 2001) reducing to 0.25% as assets increase - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - ------------------------------------------------------------------------------------------------------------------------------ Emerging Markets Threadneedle International Limited(a) J 0.45% of the first $150 million, (Threadneedle) (effective July 9, 2004) reducing to 0.30% as assets increase, and subject to a performance incentive adjustment(e) - ------------------------------------------------------------------------------------------------------------------------------ European Equity Threadneedle(a) J 0.35% of the first $150 million, (effective July 9, 2004) reducing to 0.20% as assets increase, and subject to a performance incentive adjustment(e) - ------------------------------------------------------------------------------------------------------------------------------ Global Equity Threadneedle(a) J 0.35% of the first $150 million, (effective July 9, 2004) reducing to 0.20% as assets increase, and subject to a performance incentive adjustment(e) - ------------------------------------------------------------------------------------------------------------------------------ International Aggressive Columbia Wanger Asset Management L.P. K 0.70% on the first $100 million, Growth (Columbia WAM) (effective Sept. 5, 2001) reducing to 0.50% as assets increase --------------------------------------------------------------------------------------------------- Principal Global Investors, LLC (Principal) N/A 0.55% on the first $100 million, (effective April 24, 2006) reducing to 0.42% as assets increase - ------------------------------------------------------------------------------------------------------------------------------ International Equity The Boston Company Asset Management, LLC L 0.50% on the first $150 million, (Boston Company) (effective Sept. 25, 2002) reducing to 0.35% as assets increase --------------------------------------------------------------------------------------------------- Marsico Capital Management, LLC (Marsico) M 0.55% on the first $100 million, (effective Oct. 1, 2004) reducing to 0.45% as assets increase - ------------------------------------------------------------------------------------------------------------------------------ International Threadneedle(a) J 0.35% of the first $150 million, Opportunity (effective July 9, 2004) reducing to 0.20% as assets increase, and subject to a performance incentive adjustment(e) - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 104
- ------------------------------------------------------------------------------------------------------------------------------ PARENT COMPANY, FUND SUBADVISER NAME IF ANY FEE SCHEDULE - ------------------------------------------------------------------------------------------------------------------------------ International Select Alliance Capital Management L.P. N/A 0.65% on the first $75 million, Value (Alliance Capital) (effective Sept. 17, 2001) reducing to 0.30% as assets increase - ------------------------------------------------------------------------------------------------------------------------------ International Small Cap AIG Global Investment Corp. (AIGGIC) N 0.75% on the first $100 million, (effective April 24, 2006) reducing to 0.70% as assets increase --------------------------------------------------------------------------------------------------- Batterymarch Financial Management, Inc. O 0.75% on the first $100 million, (Batterymarch) (effective April 24, 2006) reducing to 0.70% as assets increase - ------------------------------------------------------------------------------------------------------------------------------
(a) Davis is a 1940 Act affiliate of the investment manager because it owns or has owned more than 5% of the public issued securities of the investment manager's parent company, Ameriprise Financial. Kenwood is an affiliate of the investment manager as an indirect partially-owned subsidiary of Ameriprise Financial. Threadneedle is an affiliate of the investment manager as an indirect wholly-owned subsidiary of Ameriprise Financial. (b) The adjustment will increase or decrease based on the performance of the subadviser's allocated portion of the fund compared to the performance of the Russell 2000 Index, up to a maximum adjustment of 12 basis points (0.12%). (c) The fee is calculated based on the combined net assets subject to the subadviser's investment management. (d) The adjustment will increase or decrease based on the performance of the subadviser's allocated portion of the fund compared to the performance of the Russell 2000 Index, up to a maximum adjustment of 10 basis points (0.10%). (e) The adjustment for Threadneedle is based on the performance of one Class A share of the fund and the change in the Lipper Index described in Table 15. The performance of the fund and the Index will be calculated using the method described above for the performance incentive adjustment paid to the investment manager under the terms of the Investment Management Services Agreement. The amount of the adjustment to Threadneedle's fee, whether positive or negative, shall be equal to one-half of the performance incentive adjustment made to the investment management fee payable to the investment manager under the terms of the Investment Management Services Agreement. The performance incentive adjustment was effective Dec. 1, 2004. (f) These rates are retroactive. When average daily net assets fall within this range, the corresponding rate applies to all the assets in the fund, e.g., if average daily net assets are $200 million, the fee rate of 0.60% applies to the entire $200 million balance. A - Kenwood is an indirect partially-owned subsidiary of Ameriprise Financial. B - Essex is majority owned by Affiliated Managers Group. C - Federated MDTA LLC is an indirect subsidiary of Federated Investors, Inc. D - American Century Investment Management, Inc. is a direct, wholly-owned subsidiary of American Century Companies, Inc. E - Goldman is an affiliate of Goldman Sachs & Co. F - Systematic is an affiliate of Affiliated Managers Group. G - BHMS is an independent-operating subsidiary of Old Mutual Asset Management. H - Franklin Portfolio Associates is an indirect wholly-owned subsidiary of Mellon Financial Corporation. I - MetWest Capital is a majority-owned subsidiary of Evergreen Investments and Wachovia Corporation. J - Threadneedle is an indirect wholly-owned subsidiary of Ameriprise Financial. K - Columbia WAM is an indirect wholly-owned subsidiary of Columbia Management Group, Inc., which in turn is a wholly-owned subsidiary of Bank of America Corporation. L - Boston Company is a subsidiary of Mellon Financial Corporation and an affiliate of The Dreyfus Corporation. M - Marsico is an indirect wholly-owned subsidiary of Bank of America Corporation. N - AIGGIC is an indirect wholly-owned subsidiary of American International Group, Inc. (AIG). O - Batterymarch is a wholly-owned, independent subsidiary of Legg Mason, Inc. Statement of Additional Information - Sept. 28, 2007 Page 105 The following table shows the subadvisory fees paid by the investment manager to subadvisers in the last three fiscal periods. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 18. SUBADVISORY FEES
- ----------------------------------------------------------------------------------------------------------------------- SUBADVISORY FEES PAID ---------------------------------- FUND SUBADVISER 2007 2006 2005 - ----------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - ----------------------------------------------------------------------------------------------------------------------- Small Cap Advantage Kenwood $3,180,483 $2,856,138 $3,089,403 - ----------------------------------------------------------------------------------------------------------------------- Small Cap Growth Essex 281,295 120,556(a) N/A -------------------------------------------------------------------------------------------- MDTA 411,034 165,110(a) N/A -------------------------------------------------------------------------------------------- Turner 265,516 321,406 371,758 -------------------------------------------------------------------------------------------- UBS 342,871 371,341 342,815 -------------------------------------------------------------------------------------------- Former Subadviser: Bjurman, Barry & Associates N/A 175,818(b) 366,178 (from Aug. 18, 2003 to Sept. 23, 2005) -------------------------------------------------------------------------------------------- Former Subadviser: RS Investment Management, L.P. N/A 257,675(b) 581,602 (from Jan. 24, 2001 to Sept. 23, 2005) - ----------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - ----------------------------------------------------------------------------------------------------------------------- Aggressive Growth American Century 1,321,245 512,880 114,981 -------------------------------------------------------------------------------------------- Turner 1,304,994 525,422 119,529 - ----------------------------------------------------------------------------------------------------------------------- Fundamental Growth Goldman 524,246 322,470 143,448 -------------------------------------------------------------------------------------------- Wellington Management* 511,380 323,866 21,015(c) -------------------------------------------------------------------------------------------- Former subadviser: Eagle Asset Management, Inc., a N/A N/A 139,312(d) subsidiary of Raymond James Financial, Inc. (from inception to April 26, 2005) - ----------------------------------------------------------------------------------------------------------------------- Fundamental Value Davis 3,673,544 3,787,565 2,834,365 - ----------------------------------------------------------------------------------------------------------------------- Select Value Systematic 753,292(e) N/A N/A -------------------------------------------------------------------------------------------- WEDGE 776,260(e) N/A N/A -------------------------------------------------------------------------------------------- Former subadviser: GAMCO Asset Management Inc. 786,466(f) 2,763,925 2,709,039 (from inception to September 28, 2006) - ----------------------------------------------------------------------------------------------------------------------- Small Cap Equity American Century 662,396 457,181 302,079 -------------------------------------------------------------------------------------------- Lord Abbett 677,462 433,241 278,497 -------------------------------------------------------------------------------------------- Wellington Management* 650,960 614,053 388,922 - ----------------------------------------------------------------------------------------------------------------------- Small Cap Value BHMS 970,241 1,008,072 823,441 -------------------------------------------------------------------------------------------- Donald Smith 1,180,183 1,242,221 992,659 -------------------------------------------------------------------------------------------- Franklin Portfolio Associates 1,198,029 1,289,120 957,263 -------------------------------------------------------------------------------------------- MetWest Capital 1,769,553 225,545(g) N/A -------------------------------------------------------------------------------------------- Former subadviser: Royce & Associates, LLC N/A 1,395,487(h) 2,287,184 (from inception to April 24, 2006) -------------------------------------------------------------------------------------------- Former subadviser: Goldman Sachs Asset Management, L.P. 38,601 1,312,424(h) 1,599,715 (from Aug. 2002 to April 24, 2006) - ----------------------------------------------------------------------------------------------------------------------- Value Lord Abbett 1,236,484 1,369,949 1,389,323 - ----------------------------------------------------------------------------------------------------------------------- 2006 2005 2004 - ----------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - ----------------------------------------------------------------------------------------------------------------------- Emerging Markets Threadneedle 2,170,719 1,556,386 361,626(i) -------------------------------------------------------------------------------------------- Former subadviser: American Express Asset Management N/A N/A 942,983(j) International Inc. (AEAMI) (from inception until July 8, 2004) - ----------------------------------------------------------------------------------------------------------------------- European Equity Threadneedle 356,308 432,362 131,177 -------------------------------------------------------------------------------------------- Former subadviser: AEAMI (from inception until July 8, N/A N/A 316,031(j) 2004) - ----------------------------------------------------------------------------------------------------------------------- Global Equity Threadneedle 2,358,731 1,621,159 449,149 -------------------------------------------------------------------------------------------- Former subadviser: AEAMI (from inception until July 8, N/A N/A 484,676(j) 2004) - -----------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 106
- ----------------------------------------------------------------------------------------------------------------------- SUBADVISORY FEES PAID ---------------------------------- FUND SUBADVISER 2006 2005 2004 - ----------------------------------------------------------------------------------------------------------------------- International Aggressive Columbia WAM 1,264,808 985,095 709,378 -------------------------------------------------------------------------------------------- Growth Principal 632,882(k) N/A N/A -------------------------------------------------------------------------------------------- Former subadviser: American Century Global Investment 821,124(l) 959,879 542,561 Management** (from Jan. 2005 to April 24, 2006) - ----------------------------------------------------------------------------------------------------------------------- International Equity Boston Company 463,380 412,238 288,191 -------------------------------------------------------------------------------------------- Marsico 495,063 410,005 30,840(m) -------------------------------------------------------------------------------------------- Former subadviser: Putnam Investment Management, LLC N/A N/A 308,350(n) (from inception until Sept. 30, 2004) - ----------------------------------------------------------------------------------------------------------------------- International Threadneedle 1,948,352 1,720,351 434,968(i) Opportunity -------------------------------------------------------------------------------------------- Former subadviser: AEAMI (from inception until July 8, N/A N/A 1,000,707(j) 2004) - ----------------------------------------------------------------------------------------------------------------------- International Select AllianceBernstein 6,022,579 4,126,134 2,869,277 Value - ----------------------------------------------------------------------------------------------------------------------- International Small Cap AIGGIC 201,650(k) N/A N/A -------------------------------------------------------------------------------------------- Batterymarch 205,659(k) N/A N/A -------------------------------------------------------------------------------------------- Former subadviser: Templeton Investment Counsel, LLC 226,154(l) 317,358 200,710 (Franklin Templeton) (from Oct. 3, 2002 to April 24, 2006) -------------------------------------------------------------------------------------------- Former subadviser: Wellington Management Company, LLP 243,185(l) 331,593 215,256 together with its affiliate Wellington Management International Ltd (from Oct. 3, 2002 to April 24, 2006) - -----------------------------------------------------------------------------------------------------------------------
* Beginning on July 1, 2006, under the Subadvisory Agreement, RiverSource Investments is subject to a minimum annual fee of $350,000, payable to Wellington Management. ** American Century Global Investment Management managed the portion of the Fund's portfolio previously managed by American Century since Sept. 2001. The change of subadviser is the result of corporate restructuring of American Century and did not result in any modifications to the investment objective, principal investment strategies, portfolio managers, or the fees paid by the Fund. (a) For the fiscal period from Sept. 23, 2005 to March 31, 2006. (b) For the fiscal period from April 1, 2005 to Sept. 23, 2005. (c) For the fiscal period from April 26, 2005 to May 31, 2005. (d) For the fiscal period from June 1, 2004 to April 26, 2005. (e) For the fiscal period from Sept. 29, 2006 to May 31, 2007. (f) For the fiscal period from June 1, 2006 to Sept. 28, 2006. (g) For the fiscal period from April 24, 2006 to May 31, 2006. (h) For the fiscal period from June 1, 2005 to April 24, 2006. (i) For the fiscal period from July 9, 2004 to Oct. 31, 2004. (j) For the fiscal period from Nov. 1, 2003 to July 8, 2004. (k) For the fiscal period from April 24, 2006 to Oct. 31, 2006. (l) For the fiscal period from Nov. 1, 2005 to April 24, 2006. (m) For the fiscal period from Oct. 1, 2004 to Oct. 31, 2004. (n) For the fiscal period from Nov. 1, 2003 to Sept. 30, 2004. Statement of Additional Information - Sept. 28, 2007 Page 107 PORTFOLIO MANAGERS. For funds other than money market funds, the following table provides information about the fund's portfolio managers as of the end of the most recent fiscal period. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 19. PORTFOLIO MANAGERS
- ------------------------------------------------------------------------------------------------------------------------------ OTHER ACCOUNTS MANAGED (excluding the fund) ----------------------------------------------------- OWNERSHIP POTENTIAL NUMBER AND TYPE APPROXIMATE TOTAL PERFORMANCE BASED OF FUND CONFLICTS STRUCTURE OF FUND PORTFOLIO MANAGER OF ACCOUNT* NET ASSETS ACCOUNTS(A) SHARES OF INTEREST COMPENSATION - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Kent M. $10,001 - Builder Bergene(b) 5 RICs $2.72 billion $50,000 (1) (29) Aggressive -------- ---------------- None David M. Joy -------- ---------------- None Michelle M. -------- Keeley(c) None ---------------- William F. Truscott(c) - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Kent M. Bergene $10,001 - Builder 5 RICs $3.11 billion $50,000 (1) (29) Conservative ---------------- -------- David M. Joy None ---------------- -------- Michelle M. None Keeley -------- ---------------- None William F. Truscott - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Kent M. Bergene $10,001 - Builder 5 RICs $2.41 billion $50,000 (1) (29) Moderate ---------------- -------- David M. Joy None ---------------- -------- Michelle M. $100,001 - Keeley $500,000 ---------------- -------- William F. None Truscott - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Kent M. Bergene $10,001 - Builder 5 RICs $2.2 billion $50,000 (1) (29) Moderate ---------------- -------- Aggressive David M. Joy $100,001 - $500,000 ---------------- -------- Michelle M. None Keeley -------- ---------------- $100,001 - William F. $500,000 Truscott - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Kent M. Bergene $10,001 - Builder 5 RICs $2.95 billion $50,000 (1) (29) Moderate ---------------- -------- Conservative David M. Joy None ---------------- -------- Michelle M. None Keeley -------- ---------------- None William F. Truscott - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Kent M. Bergene $10,001 - Builder Total 5 RICs $2.76 billion $50,000 (1) (29) Equity ---------------- -------- David M. Joy None ---------------- -------- Michelle M. None Keeley -------- ---------------- None William F. Truscott - ------------------------------------------------------------------------------------------------------------------------------ S&P 500 Index David Factor 2 RICs $1.5 billion None (2) (30) 2 PIVs $2.4 billion - ------------------------------------------------------------------------------------------------------------------------------ Small Company David Factor 2 RICs $0.7 billion None (2) (30) Index 2 PIVs $2.4 billion - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 108
- ------------------------------------------------------------------------------------------------------------------------------ OTHER ACCOUNTS MANAGED (excluding the fund) ----------------------------------------------------- OWNERSHIP POTENTIAL NUMBER AND TYPE APPROXIMATE TOTAL PERFORMANCE BASED OF FUND CONFLICTS STRUCTURE OF FUND PORTFOLIO MANAGER OF ACCOUNT* NET ASSETS ACCOUNTS(A) SHARES OF INTEREST COMPENSATION - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - ------------------------------------------------------------------------------------------------------------------------------ $10,001 - $50,000 --------- $50,001 - 8 RICs $16.03 billion $100,000 Equity Value Warren Spitz 1 PIV $104.55 million 5 RICs --------- (2) (30) 3 other $390.11 million ($15.64 B) $100,001 - ---------------- accounts(f) $500,000 Steve Schroll --------- $100,001 - ---------------- $500,000 Laton Spahr ---------------- Paul Stocking - ------------------------------------------------------------------------------------------------------------------------------ Precious Clay Hoes $1 - Metals and 1 PIV $62.62 million $10,000 (2), (3) (30) Mining - ------------------------------------------------------------------------------------------------------------------------------ 6 RICs Small Cap UBS: Paul A. 2 PIVs $931.0 million Growth Graham 8 other $236.0 million 1 other account accounts $470.0 million ($56 M) None (4) (31) ----------------------------------------------------- UBS: David N. 6 RICs Wabnik 2 PIVs $931.0 million 28 other $236.0 million accounts $461.0 million -------------------------------------------------------------------------------------------------------------- Turner: William 7 RICs C. McVail 9 PIVs $1.1 billion 1 RIC ($35 M); 48 other $166.0 million 3 other accounts accounts $3.6 billion ($124 M) ------------------------------------------------------------------------ 3 RICs ($797 M); Turner: 18 RICs $4.1 billion 5 other accounts Christopher K. 35 PIVs $687.0 million McHugh 77 other $5.5 billion accounts ($249 M) None (5) (32) ------------------------------------------------------------------------ Turner: Frank L. 5 RICs Sustersic 7 PIVs $1.0 billion 1 RIC ($46 M); 47 other $95.0 million 3 other accounts accounts $2.4 billion ($124 M) ------------------------------------------------------------------------ Turner: Jason D. 13 RICs Schrotberger 27 PIVs $3.2 billion 1 RIC ($20 M); 55 other $500.0 million 5 other accounts accounts $2.9 billion ($249 M) -------------------------------------------------------------------------------------------------------------- Essex: Nancy B. 1 RIC Prial 1 PIV $63.1 million 26 other $85.5 million None (6) (33) accounts $310.1 million -------------------------------------------------------------------------------------------------------------- MDTA: David Goldsmith ---------------- MDTA: Frederick L. Konopka ---------------- MDTA: Sarah A. Stahl ---------------- MDTA: Stephen R. Griscom ---------------- MDTA: Daniel J. Mahr ---------------- MDTA: Douglas K. Thunen ---------------- MDTA: Brian M. Greenberg ---------------- MDTA: David N. Esch ---------------- MDTA: Alok Bhushan ---------------- MDTA: David A. Troiano 7 RICs $448.34 million 34 other $7.28 billion None (7) (34) accounts - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 109
- ------------------------------------------------------------------------------------------------------------------------------ OTHER ACCOUNTS MANAGED (excluding the fund) ----------------------------------------------------- OWNERSHIP POTENTIAL NUMBER AND TYPE APPROXIMATE TOTAL PERFORMANCE BASED OF FUND CONFLICTS STRUCTURE OF FUND PORTFOLIO MANAGER OF ACCOUNT* NET ASSETS ACCOUNTS(A) SHARES OF INTEREST COMPENSATION - ------------------------------------------------------------------------------------------------------------------------------ 1 RIC 1 RIC $100,001 - Small Cap Kenwood: 1 PIV $201.34 million ($201.34 M); $500,000 (8) (35) Advantage Jake Hurwitz 22 other $111.48 million 1 other account --------- accounts $702.14 million ($106.42 M) $100,001 - ---------------- $500,000 Kenwood: Kent Kelley - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - ------------------------------------------------------------------------------------------------------------------------------ Retirement Dimitris 15 RICs $5.87 billion 5 RICs ($4.67 B) None (9) (30) Plus 2010 Bertsimas 3 PIVs $229.57 million 18 other $742.89 million accounts ------------------------------------------------------------------------ Colin Lundgren 11 RICs $1.87 billion ---------------- Erol Sonderegger - ------------------------------------------------------------------------------------------------------------------------------ Retirement Dimitris 15 RICs $5.86 billion 5 RICs ($4.67 B) None (9) (30) Plus 2015 Bertsimas 3 PIVs $229.57 million 18 other $743.89 million accounts ------------------------------------------------------------------------ Colin Lundgren 11 RICs $1.87 billion ---------------- Erol Sonderegger - ------------------------------------------------------------------------------------------------------------------------------ Retirement Dimitris 15 RICs $5.85 billion 5 RICs ($4.67 B) None (9) (30) Plus 2020 Bertsimas 3 PIVs $229.57 million 18 other $743.89 million accounts ------------------------------------------------------------------------ Colin Lundgren 11 RICs $1.85 billion ---------------- Erol Sonderegger - ------------------------------------------------------------------------------------------------------------------------------ Retirement Dimitris 15 RICs $5.85 billion 5 RICs ($4.67 B) None (9) (30) Plus 2025 Bertsimas 3 PIVs $229.57 million 18 other $743.89 million accounts ------------------------------------------------------------------------ Colin Lundgren 11 RICs $1.85 billion ---------------- Erol Sonderegger - ------------------------------------------------------------------------------------------------------------------------------ Retirement Dimitris 15 RICs $5.85 billion 5 RICs ($4.67 B) None (9) (30) Plus 2030 Bertsimas 3 PIVs $229.57 million 18 other $743.89 million accounts ------------------------------------------------------------------------ Colin Lundgren 11 RICs $1.86 billion ---------------- Erol Sonderegger - ------------------------------------------------------------------------------------------------------------------------------ Retirement Dimitris 15 RICs $5.87 billion 5 RICs ($4.67 B) None (9) (30) Plus 2035 Bertsimas 3 PIVs $229.57 million 18 other $742.89 million accounts ------------------------------------------------------------------------ Colin Lundgren 11 RICs $1.87 billion ---------------- Erol Sonderegger - ------------------------------------------------------------------------------------------------------------------------------ Retirement Dimitris 15 RICs $5.86 billion 5 RICs ($4.67 B) None (9) (30) Plus 2040 Bertsimas 3 PIVs $229.57 million 18 other $743.89 million accounts ------------------------------------------------------------------------ Colin Lundgren 11 RICs $1.87 billion ---------------- Erol Sonderegger - ------------------------------------------------------------------------------------------------------------------------------ Retirement Dimitris 15 RICs $5.88 billion 5 RICs ($4.67 B) None (9) (30) Plus 2045 Bertsimas 3 PIVs $229.57 million 18 other $743.89 million accounts ------------------------------------------------------------------------ Colin Lundgren 11 RICs $1.89 billion ---------------- Erol Sonderegger - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 110
- ------------------------------------------------------------------------------------------------------------------------------ OTHER ACCOUNTS MANAGED (excluding the fund) ----------------------------------------------------- OWNERSHIP POTENTIAL NUMBER AND TYPE APPROXIMATE TOTAL PERFORMANCE BASED OF FUND CONFLICTS STRUCTURE OF FUND PORTFOLIO MANAGER OF ACCOUNT* NET ASSETS ACCOUNTS(A) SHARES OF INTEREST COMPENSATION - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - ------------------------------------------------------------------------------------------------------------------------------ Aggressive Turner: 3 RICs ($836 M); Growth Christopher K. 18 RICs $4.2 billion 2 PIVs ($4 M); 5 McHugh 43 PIVs $626.0 million other accounts 58 other $4.6 billion ($273 M) accounts ------------------------------------------------------------------------ Turner: 1 RIC ($21 M); 2 Tara Hedlund 9 RICs $2.8 billion PIVs ($4 M); 2 (5) (32) 23 PIVs $330.0 million other accounts None 16 other $875.0 million ($139 M) accounts ------------------------------------------------------------------------ Turner: 1 RIC ($21 M); 2 Jason 14 RICs $3.3 billion PIVs ($4 M); 5 Schrotberger 38 PIVs $543.0 million other accounts 53 other $3.1 billion ($273 M) accounts -------------------------------------------------------------------------------------------------------------- American Century: Glen A. Fogle 8 RICs $6.7 billion ----------------- American Century: 2 other $147.92 million David M. Holland accounts None (10) (36) ----------------------------------------------------- American Century: 5 RICs $3.22 billion Bradley X. 2 other $147.92 million Eixmann accounts - ------------------------------------------------------------------------------------------------------------------------------ Fundamental Goldman: Growth Steven M. Barry ---------------- 22 RICs $9.46 billion 14 other accounts Goldman: 1 PIV $10.54 million ($2.98 B) None (11) (37) David G. Shell 373 other $18.98 billion ---------------- accounts Goldman: Gregory H. Ekizian -------------------------------------------------------------------------------------------------------------- Wellington 5 RICs $2.30 billion 1 PIV ($312 M); Management: 9 PIVs $2.05 billion 2 other accounts None (12) (38) Andrew J. 41 other $9.03 billion ($439 M) Shilling accounts - ------------------------------------------------------------------------------------------------------------------------------ Fundamental Christopher C. 28 RICs Value Davis 12 PIVs $83.75 billion 49,000(i) other $1.34 billion accounts $16.61 billion ----------------------------------------------------- Kenneth C. 26 RICs None(j) (13) (39) Feinberg 12 PIVs $83.71 billion 49,000(i) other $1.34 billion accounts $16.61 billion - ------------------------------------------------------------------------------------------------------------------------------ High Yield Scott Schroepfer 1 RIC $1.25 billion $100,001 - Bond $500,000 ----------------------------------------------------- -------- Jennifer Ponce de 5 RICs $8.3 billion (2) (30) Leon 1 PIV $19.62 million None 8 other $2.31 billion accounts - ------------------------------------------------------------------------------------------------------------------------------ Income Dimitris 17 RICs $6.27 billion 6 RICs ($5.13 B) Builder Basic Bertsimas 3 PIVs $233.07 million Income 19 other $1.09 billion None accounts (9) (30) ------------------------------------------------------------------------ Colin Lundgren ---------------- -------- Erol Sonderegger 12 RICs $1.86 billion $10,001 - $50,000 - ------------------------------------------------------------------------------------------------------------------------------ Income Dimitris 17 RICs $6.19 billion 6 RICs ($5.13 B) Builder Bertsimas 3 PIVs $233.07 million Enhanced 19 other $1.09 billion Income accounts ------------- ------------- None (9) (30) ---------------- ------------ Colin Lundgren $1.79 billion ---------------- 12 RICs Erol Sonderegger - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 111
- ------------------------------------------------------------------------------------------------------------------------------ OTHER ACCOUNTS MANAGED (excluding the fund) ----------------------------------------------------- OWNERSHIP POTENTIAL NUMBER AND TYPE APPROXIMATE TOTAL PERFORMANCE BASED OF FUND CONFLICTS STRUCTURE OF FUND PORTFOLIO MANAGER OF ACCOUNT* NET ASSETS ACCOUNTS(A) SHARES OF INTEREST COMPENSATION - ------------------------------------------------------------------------------------------------------------------------------ Dimitris 17 RICs $5.96 billion $500,001 - Income Bertsimas 3 PIVs $233.07 million 6 RICs ($5.13 B) $1,000,000 Builder 19 other $1.09 billion (9) (30) Moderate accounts ------------- ------------- -------- Income ---------------- ------------ $100,001 - Colin Lundgren $1.56 billion $500,000 -------- ---------------- 12 RICs $10,001 - Erol Sonderegger $50,000 - ------------------------------------------------------------------------------------------------------------------------------ Select Value Systematic: 5 RICs $1.06 billion Ron Mushock 2 PIVs $26.9 million 1,422 other $1.30 billion accounts None (27) (53) ------------------------------------------------------------------------ Systematic: 6 RICs $1.19 billion Kevin McCreesh 6 PIVs $832.1 million 1 other account 257 other $4.64 billion ($365.0 M) accounts -------------------------------------------------------------------------------------------------------------- WEDGE: R. Michael James ---------------- WEDGE: Peter F. Bridge ---------------- WEDGE: 2 RICs Paul M. VeZolles 1 PIV $143.2 million 231 other $6.7 million None (28) (54) accounts $3.9 billion - ------------------------------------------------------------------------------------------------------------------------------ Short Scott Kirby 10 RICs $12.60 billion 3 RICs ($5.16 B); Duration U.S. 5 PIVs $1.99 billion 1 other account $10,001 - Government 44 other $20.83 billion ($19.48 M) $50,000 accounts(f) (2) (30) ----------------------------------------------------------------------------------- Jamie Jackson 12 RICs $16.63 billion 3 RICs ($5.16 B); 6 PIVs $2.71 billion 1 other account $10,001 - 29 other $7.58 billion ($40.58 M) $50,000 accounts(f) - ------------------------------------------------------------------------------------------------------------------------------ Small Cap American Century: 10 RICs $7.05 billion Equity Thomas P. Vaiana 2 PIVs $121.07 million 3 other $285.37 million accounts ------------------------------------------------------------------------ American Century: 6 RICs $2.31 billion Wihelmine von 1 PIV $67.39 million None (10) (36) Turk 2 other $270.92 million accounts ------------------------------------------------------------------------ American Century: 7 RICs $2.34 billion Brian Ertley 1 PIV $67.39 million 2 other $270.92 million accounts -------------------------------------------------------------------------------------------------------------- Lord Abbett: 3 RICs $1.86 billion Michael T. Smith 14 other $966.20 million accounts None(k) (14) (40) -------------------------------------------------------------------------------------------------------------- Wellington 3 RICs $1.89 billion Management: 5 PIVs $1.19 billion 1 RIC ($1.67 B); Kenneth L. Abrams 9 other $2.27 billion accounts ----------------------------------------------------- Wellington 3 RICs $1.89 billion 1 other account None (12) (38) Management: 3 PIVs $1.18 billion ($364 M) Daniel J. 9 other $2.27 billion Fitzpatrick accounts - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 112
- ------------------------------------------------------------------------------------------------------------------------------ OTHER ACCOUNTS MANAGED (excluding the fund) ----------------------------------------------------- OWNERSHIP POTENTIAL NUMBER AND TYPE APPROXIMATE TOTAL PERFORMANCE BASED OF FUND CONFLICTS STRUCTURE OF FUND PORTFOLIO MANAGER OF ACCOUNT* NET ASSETS ACCOUNTS(A) SHARES OF INTEREST COMPENSATION - ------------------------------------------------------------------------------------------------------------------------------ 2 RICs Small Cap Donald Smith: 1 PIV $1.79 billion None (15) (41) Value Donald G. Smith 33 other $197.0 million ---------------- accounts $2.83 billion Donald Smith: Richard L. Greenberg -------------------------------------------------------------------------------------------------------------- Franklin Portfolio Associates: John S. Cone ---------------- Franklin Portfolio Associates: Michael F. Dunn ---------------- Franklin Portfolio Associates: Oliver E. Buckley ---------------- Franklin Portfolio Associates: Kristin J. Crawford ---------------- Franklin Portfolio Associates: Langton Garvin ---------------- Franklin Portfolio Associates: 19 RICs Patrick Slattery 5 PIVs $16.8 billion 2 RICs ($10.6 B); 98 other $784.9 million 18 other accounts None (16) (42) accounts $18.3 billion ($5.5 B) -------------------------------------------------------------------------------------------------------------- BHMS: James S. 3 RICs $6.92 million McClure 1 PIV $5.5 million ---------------- 16 other $811.0 million BHMS: John P. accounts Harloe None (17) (43) -------------------------------------------------------------------------------------------------------------- MetWest Capital: Gary W. Lisenbee ---------------- MetWest Capital: 4 RICs Samir Sikka 4 PIVs $326.9 million 9 other $64.2 million None (18) (44) accounts $58.1 million - ------------------------------------------------------------------------------------------------------------------------------ Scott Kirby U.S. 10 RICs $12.99 billion 3 RICs ($5.16 B); Government 5 PIVs $1.99 billion 1 other account $10,001 - (2) (30) Mortgage 44 other $20.83 billion ($19.48 M) $50,000 accounts(f) - ------------------------------------------------------------------------------------------------------------------------------ 10 RICs $29.34 billion Value Lord, Abbett: 9 PIVs $847.8 million 1 other account None(l) (14) (40) Eli M. Salzmann 43,988 other $19.04 million ($316.3 M) ---------------- accounts Lord, Abbett: Sholom Dinsky - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - ------------------------------------------------------------------------------------------------------------------------------ $500,001 - $1,000,000 --------- 8 RICs $100,001 - Dividend Warren Spitz 1 PIV $17.07 billion 5 RICs ($16.61) $500,000 Opportunity 5 other $82.40 billion --------- ---------------- accounts(f) $489.88 million $100,001 - (2) (30) Steve Schroll $500,000 --------- ---------------- $50,001 - Laton Spahr $100,000 ---------------- Paul Stocking - ------------------------------------------------------------------------------------------------------------------------------ Real Estate Julene Melquist None $10,001 - (2),(3) (30) $50,000 - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 113
- ------------------------------------------------------------------------------------------------------------------------------ OTHER ACCOUNTS MANAGED (excluding the fund) ----------------------------------------------------- OWNERSHIP POTENTIAL NUMBER AND TYPE APPROXIMATE TOTAL PERFORMANCE BASED OF FUND CONFLICTS STRUCTURE OF FUND PORTFOLIO MANAGER OF ACCOUNT* NET ASSETS ACCOUNTS(A) SHARES OF INTEREST COMPENSATION - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - ------------------------------------------------------------------------------------------------------------------------------ Core Bond Tom Murphy 7 RICs $11.77 billion 3 RICs ($4.96 B) $10,001 - 3 PIVs $1.02 billion $50,000 13 other $13.24 billion accounts ----------------------------------------------------------------------------------- Jamie Jackson 12 RICs $17.27 billion 3 RICs ($4.96 B); $10,001 - 6 PIVs $2.49 billion 1 other account $50,000 29 other $8.82 billion ($27.78 M) (2) (30) accounts(f) ----------------------------------------------------------------------------------- Scott Kirby 10 RICs $13.39 billion 3 RICs ($4.96 B); $10,001 - 6 PIVs $1.93 billion 1 other account $50,000 44 other $20.24 billion ($94.02 M) accounts(f) - ------------------------------------------------------------------------------------------------------------------------------ Disciplined Dimitris 17 RICs $4.11 billion 5 RICs ($2.64 B) $100,001 - Equity Bertsimas 3 PIVs $207.45 million $500,000 21 other $1.71 billion (2) (30) accounts(f) ----------------------------------------------------------------------------------- Gina Mourtzinou 4 RICs $2.27 billion 4 RICs ($2.27 B) $50,001 - 5 other $158.02 million $100,000 accounts - ------------------------------------------------------------------------------------------------------------------------------ Disciplined Dimitris 17 RICs $6.80 billion 5 RICs ($2.64 B) $100,001 - Small and Mid Bertsimas 3 PIVs $207.45 million $500,000 Cap Equity 21 other $1.71 billion accounts(f) ----------------------------------------------------------------------------------- Gina Mourtzinou 4 RICs $4.96 billion 4 RICs ($2.27 B) None (2) (30) 5 other $158.02 million accounts ----------------------------------------------------------------------------------- Steve Kokkotos 2 RICs $2.08 billion 2 RICs ($2.08 B) $10,001 - 1 other account $10.86 million $50,000 - ------------------------------------------------------------------------------------------------------------------------------ Disciplined Dimitris 17 RICs $6.88 billion 5 RICs ($2.64 B) $100,001 - Small Cap Bertsimas 3 PIVs $207.45 million $500,000 Value 21 other $1.71 billion accounts(f) ----------------------------------------------------------------------------------- Gina Mourtzinou 4 RICs $5.04 billion 4 RICs ($2.27 B) $10,001 - (2) (30) 5 other $158.02 million $50,000 accounts ----------------------------------------------------------------------------------- Steve Kokkotos 2 RICs $2.15 billion 2 RICs ($2.08 B) $10,001 - 1 other account $10.86 million $50,000 - ------------------------------------------------------------------------------------------------------------------------------ Floating Rate Lynn Hopton 14 PIVs $6.21 billion None ---------------- 1 other account $66.22 million Yvonne Stevens ----------------------------------------------------- --------- Erol Sonderegger 12 RICs $1.47 billion $10,001 - (2) (30) $50,000 ---------------- -------- Colin Lundgren None - ------------------------------------------------------------------------------------------------------------------------------ Growth Nick Thakore 6 RICs $12.92 billion 5 RICs ($12.52 B) None (2) (30) 2 PIVs $1.22 million 2 other $90.78 million accounts(f) - ------------------------------------------------------------------------------------------------------------------------------ Income Brian Lavin 1 RIC $584.56 million $50,001 - Opportunity 1 PIV $15.02 million $100,000 1 other account $510.78 million ----------------------------------------------------- --------- Jennifer Ponce de 5 RICs $10.07 billion $10,001 - (2) (30) Leon 1 PIV $15.02 million $50,000 8 other $2.04 billion accounts - ------------------------------------------------------------------------------------------------------------------------------ Inflation Jamie Jackson 12 RICs $17.19 billion 3 RICs ($4.96 B); $10,001 - (2) (30) Protected 6 PIVs $2.49 billion 1 other account $50,000 Securities 29 other $8.82 billion ($27.78 M) accounts(f) - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 114
- ------------------------------------------------------------------------------------------------------------------------------ OTHER ACCOUNTS MANAGED (excluding the fund) ----------------------------------------------------- OWNERSHIP POTENTIAL NUMBER AND TYPE APPROXIMATE TOTAL PERFORMANCE BASED OF FUND CONFLICTS STRUCTURE OF FUND PORTFOLIO MANAGER OF ACCOUNT* NET ASSETS ACCOUNTS(A) SHARES OF INTEREST COMPENSATION - ------------------------------------------------------------------------------------------------------------------------------ Large Cap Nick Thakore 5 RICs $6.59 billion 4 RICs ($6.19 B) Equity 2 PIVs $1.22 million 2 other $90.78 million accounts(f) ------------------------------------------------------------------------ Bob Ewing 7 RICs $6.93 billion 6 RICs ($6.54 B) None (2) (30) 2 PIVs $1.22 million 2 other $90.78 million accounts(f) - ------------------------------------------------------------------------------------------------------------------------------ Large Cap Bob Ewing 7 RICs $13.17 billion 6 RICs ($12.77 B) None (2) (30) Value 2 PIVs $1.22 million 2 other $90.78 million accounts(f) - ------------------------------------------------------------------------------------------------------------------------------ Limited Tom Murphy 7 RICs $11.92 billion 3 RICs ($4.96 B) $50,001 - Duration Bond 3 PIVs $1.02 billion $100,000 13 other $13.24 billion accounts ----------------------------------------------------------------------------------- Jamie Jackson 12 RICs $17.43 billion 3 RICs ($4.96 B); $10,001 - 6 PIVs $2.49 billion 1 other account $50,000 (2) (30) 29 other $8.82 billion ($27.78 M) accounts(f) ----------------------------------------------------------------------------------- Scott Kirby 10 RICs $13.55 billion 3 RICs ($4.96 B); $10,001 - 6 PIVs $1.93 billion 1 other account $50,000 44 other $20.24 billion ($94.02 M) accounts(f) - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - ------------------------------------------------------------------------------------------------------------------------------ California 8 RICs $4.78 billion Tax-Exempt(m) 15 other $8.17 billion accounts - -------------- ---------------------------------- Massachusetts 8 RICs $4.90 billion Tax-Exempt(m) 15 other $8.17 billion accounts - -------------- ---------------------------------- Michigan 8 RICs $4.91 billion Tax-Exempt(m) 15 other $8.17 billion accounts - -------------- ---------------------------------- Minnesota Rick LaCoff(q) 8 RICs $4.61 billion None (2) (30) Tax-Exempt(m) 15 other $8.17 billion accounts - -------------- ---------------------------------- New York 8 RICs $4.89 billion Tax-Exempt(m) 15 other $8.17 billion accounts - -------------- ---------------------------------- Ohio 8 RICs $4.91 billion Tax-Exempt(m) 15 other $8.17 billion accounts - ------------------------------------------------------------------------------------------------------------------------------ Diversified Tom Murphy 7 RICs $4.19 billion $100,001 - Bond 3 PIVs $1.16 billion $500,000 23 other $14.96 billion accounts ----------------------------------------------------- 3 RICs --------- Jamie Jackson 14 RICs $11.54 billion ($1.43 B) $10,001 - 6 PIVs $3.5 billion $50,000 34 other $7.3 billion accounts(f) ----------------------------------------------------------------------------------- Scott Kirby 10 RICs $5.88 billion 3 RICs ($1.43 B); $10,001 - 6 PIVs $2.1 billion 1 other account $50,000 50 other $21.72 billion ($65.66 M) accounts(f) (2) (30) ----------------------------------------------------------------------------------- Jennifer Ponce de 5 RICs $6.1 billion $10,001 - Leon 1 PIV $18.87 million $50,000 11 other $1.87 billion accounts ----------------------------------------------------------------------------------- Nicolas Pifer 6 RICs $4.05 billion 1 other account $1 - 10,000 6 PIVs $767.62 million ($503.33 M) 14 other $4.28 billion accounts - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 115
- ------------------------------------------------------------------------------------------------------------------------------ OTHER ACCOUNTS MANAGED (excluding the fund) ----------------------------------------------------- OWNERSHIP POTENTIAL NUMBER AND TYPE APPROXIMATE TOTAL PERFORMANCE BASED OF FUND CONFLICTS STRUCTURE OF FUND PORTFOLIO MANAGER OF ACCOUNT* NET ASSETS ACCOUNTS(A) SHARES OF INTEREST COMPENSATION - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - ------------------------------------------------------------------------------------------------------------------------------ Balanced Tom Murphy 7 RICs $6.78 billion $10,001 - 3 PIVs $1.15 billion $50,000 20 other $13.4 billion 1 RIC accounts ----------------------------------------------------- --------- Jamie Jackson 15 RICs $17.46 billion ($319.04 M) $10,001 - 6 PIVs $3.32 billion $50,000 34 other $7.65 billion accounts(f) (2) (30) ----------------------------------------------------------------------------------- Scott Kirby 10 RICs $8.44 billion 2 RICs 6 PIVs $2.11 billion ($1.04 M); None 51 other $21.91 billion 1 other account accounts(f) ($65.92 M) ----------------------------------------------------------------------------------- Bob Ewing 6 RICs $13.31 million 5 RICs 2 PIVs $37.33 million ($12.88 B) None 2 other $104.45 million accounts(f) - ------------------------------------------------------------------------------------------------------------------------------ Disciplined Dimitris 16 RICs $5.29 billion 5 RICs Large Cap Bertsimas 3 PIVs $236.0 million ($4.24 B) Growth(e) 19 other $450.4 million accounts ------------------------------------------------------------------------ None(g) (2) (30) Gina Mourtzinou 4 RICs $4.11 billion 4 RICs 5 other $202.13 million ($4.11 B) accounts - ------------------------------------------------------------------------------------------------------------------------------ Diversified Warren Spitz $100,001 - Equity Income $500,000 ---------------- -------- Laton Spahr 7 RICs $7.9 billion $50,001 - 1 PIV $127.64 million $100,000 ---------------- 2 other $118.92 million -------- (2) (30) Steve Schroll accounts(f) 5 RICs $50,001 - ($7.7 B) $100,000 ----------------- --------- Paul Stocking $100,001 - $500,000 - ------------------------------------------------------------------------------------------------------------------------------ 7 RICs $13.02 billion Mid Cap Value Warren Spitz 1 PIV $127.64 million 5 RICs $100,001 - (2) (30) 2 other $118.92 million ($12.83 B) $500,000 ---------------- accounts(f) -------- Laton Spahr $10,001 - $50,000 ---------------- -------- Steve Schroll $50,001 - $100,000 ---------------- -------- Paul Stocking $100,001 - $500,000 - ------------------------------------------------------------------------------------------------------------------------------ Strategic Tom Murphy 7 RICs $6.87 billion Allocation 3 PIVs $1.15 billion $10,001 - 20 other $13.41 billion 2 RICs $50,000 accounts ----------------------------------------------------- -------- Jamie Jackson 15 RICs $17.55 billion ($1.14 B) 6 PIVs $3.32 billion $10,001 - 34 other $7.65 billion $50,000 accounts(f) ----------------------------------------------------------------------------------- Scott Kirby 10 RICs $8.53 billion 2 RICs ($1.14 B); 6 PIVs $2.11 billion 1 other account $10,001 - 51 other $21.91 billion ($65.92 M) $50,000 (2) (30) accounts(f) ----------------------------------------------------------------------------------- Dimitris 15 RICs $2.79 billion 4 RICs Bertsimas 1 PIV $118.9 million ($2.24 B) Over 11 other $229.1 million $1,000,000 accounts(f) ----------------------------------------------------------------------------------- Gina Mourtzinou 3 RICs $2.17 billion 3 RICs $100,001 - 5 other $188.6 million ($2.17 B) $500,000 accounts ----------------------------------------------------------------------------------- Alex Sauer-Budge 1 RIC $80.51 million 2 RICs ($1.3 B) None ----------------------------------------------------------------------------------- Steve Kokkotos(d) 2 RICs $137.91 million 2 RICs $100,001 - 1 other account $11.88 million ($137.91 M) $500,000 - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 116
- ------------------------------------------------------------------------------------------------------------------------------ OTHER ACCOUNTS MANAGED (excluding the fund) ----------------------------------------------------- OWNERSHIP POTENTIAL NUMBER AND TYPE APPROXIMATE TOTAL PERFORMANCE BASED OF FUND CONFLICTS STRUCTURE OF FUND PORTFOLIO MANAGER OF ACCOUNT* NET ASSETS ACCOUNTS(A) SHARES OF INTEREST COMPENSATION - ------------------------------------------------------------------------------------------------------------------------------ Strategic Dimitris 16 RICs $5.29 billion 5 RICs Income Bertsimas 3 PIVs $236.0 million ($4.24 B) Allocation(e) 19 other $450.4 million accounts ------------------------------------------------------------------------ None(g) (2) (30) Colin Lundgren ---------------- Erol Sonderegger 12 RICs $1.66 billion - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - ------------------------------------------------------------------------------------------------------------------------------ Absolute Nicholas Pifer 6 RICs $6.99 billion Return 6 PIVs $738.12 million None (2) (30) Currency and 13 other $3.77 billion Income accounts - ------------------------------------------------------------------------------------------------------------------------------ Disciplined Dimitris 15 RICs $3.79 billion 4 RICs International Bertsimas 1 PIV $118.90 million ($3.24 B) None (2) (30) Equity 11 other $229.10 million accounts ------------------------------------------------------------------------ Alex 1 RIC $1.22 billion 2 RICs ($1.3 B) Sauer-Budge(n) - ------------------------------------------------------------------------------------------------------------------------------ Emerging Threadneedle: 1 RIC $0.47 billion Markets Julian A.S. 1 PIV $0.03 billion Thompson 3 other $0.34 billion accounts ----------------------------------------------------- Threadneedle: 1 RIC $0.47 billion None(n) (19) (45) Jules Mort 1 PIV $1.56 billion 1 other account $0.84 billion - ------------------------------------------------------------------------------------------------------------------------------ Emerging Nicholas Pifer 6 RICs $7.01 billion $10,0001 - (2) (30) Markets Bond 6 PICs $738.12 million $50,000 13 other $3.77 billion accounts - ------------------------------------------------------------------------------------------------------------------------------ European Threadneedle: None None(n) (19) (45) Equity Rob Jones - ------------------------------------------------------------------------------------------------------------------------------ Global Bond Nicholas Pifer 6 RICs $6.55 billion 6 PIVs $738.12 million 13 other $3.77 billion accounts $50,000 - $100,000 (2) (30) - ------------------------------------------------------------------------------------------------------------------------------ Global Equity Threadneedle: 2 RICs $1.93 billion None(n) (19) (45) Dominic Rossi 1 other account $0.10 billion ----------------------------------------------------- Threadneedle: 2 PIVs $0.17 billion Stephen Thornber - ------------------------------------------------------------------------------------------------------------------------------ Global Bob Ewing(o) 7 RICs $13.77 billion 6 RICs Technology 2 PIVs $33.78 million ($13.36 B); 2 other $95.17 million accounts(f) None (2) (30) ------------------------------------------------------------------------ Nick Thakore(o) 5 RICs $14.70 billion 4 RICs 2 PIVs $33.78 million ($14.29 B) 2 other $95.17 million accounts(f) - ------------------------------------------------------------------------------------------------------------------------------ International Columbia WAM: 1 RIC $4.0 billion Aggressive P. Zachary Egan None (20) (46) ----------------------------------------------------- Growth Columbia WAM: 2 RICs $5.3 billion Louis J. Mendes -------------------------------------------------------------------------------------------------------------- Principal: John 1 RIC $1.27 billion None (21) (47) Pihlblad 1 other account $5.31 million ---------------- Principal: Steven Larson - ------------------------------------------------------------------------------------------------------------------------------ International Boston Company: 11 RICs $4.86 billion 1 other account None (22) (48) Equity D. Kirk Henry 8 PIVs $4.96 billion ($323.0 M) ---------------- 55 other $16.76 billion Boston Company: accounts Clifford A. Smith -------------------------------------------------------------------------------------------------------------- Marsico: 14 RICs $8.17 billion James G. 8 other $535.08 million Gendelman accounts None (23) (49) - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 117
- ------------------------------------------------------------------------------------------------------------------------------ OTHER ACCOUNTS MANAGED (excluding the fund) ----------------------------------------------------- OWNERSHIP POTENTIAL NUMBER AND TYPE APPROXIMATE TOTAL PERFORMANCE BASED OF FUND CONFLICTS STRUCTURE OF FUND PORTFOLIO MANAGER OF ACCOUNT* NET ASSETS ACCOUNTS(A) SHARES OF INTEREST COMPENSATION - ------------------------------------------------------------------------------------------------------------------------------ International Threadneedle: 1 RIC $1.27 billion Opportunity Alex Lyle 25 PIVs $1.74 billion None(n) (19) (45) ----------------------------------------------------- Threadneedle: 2 RICs $2.01 billion Dominic Rossi 1 other account $0.10 billion - ------------------------------------------------------------------------------------------------------------------------------ 78 RICs 2 RICs ($3.77 B); International AllianceBernstein: 134 PIVs $32.93 billion 1 PIV ($813.0 M); None (24) (50) Select Value Kevin F. Simms 751 other $24.49 billion 106 other ---------------- accounts $125.03 billion accounts ($20.71 AllianceBernstein: B) Henry S. D'Auria ---------------- AllianceBernstein: Sharon E. Fay ---------------- AllianceBernstein: Marilyn G. Fedak ---------------- AllianceBernstein: John P. Mahedy - ------------------------------------------------------------------------------------------------------------------------------ International AIGGIC: 4 RICs $60.6 million 1 other account Small Cap Hans K. 5 PIVs $906.08 million ($100.01 M) Danielsson 6 other $1.68 billion accounts ------------------------------------------------------------------------ AIGGIC: 3 PIVs $432.26 million Chantal Brennan ----------------------------------------------------- AIGGIC: 3 PIVs $66.75 million None (25) (51) Ming Hsu 5 other $270.73 million accounts ------------------------------------------------------------------------ AIGGIC: 2 PIVs $309.58 million 1 other account Noriko Umino 1 other account $270.36 million ($270.36 M) -------------------------------------------------------------------------------------------------------------- Batterymarch: 12 RICs $2.43 billion 2 other accounts Charles F. 10 PIVs $971.76 million ($53.8 B) Lovejoy 20 other $3.38 billion ---------------- accounts Batterymarch: Christopher W. Floyd None (26) (52) - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - ------------------------------------------------------------------------------------------------------------------------------ Intermediate Rick LaCoff(q) 8 RICs $4.77 billion 1 other account None (2) (30) Tax-Exempt 16 other $8.17 billion ($18.14 million) accounts - ------------------------------------------------------------------------------------------------------------------------------ John K. Schonberg 1 RIC $683.4 million 1 RIC 2 PIVs $102.8 million ($683.4 M) (2) 7 other $38.8 million ---------------- accounts ------------- ------------- --------- Sam Murphy(p) ------------ $653.03 million 1 RIC (2),(3) ---------------- 1 RIC ($653.03 M) Mike Marzolf(p) Mid Cap None (30) Growth - ------------------------------------------------------------------------------------------------------------------------------ Tax-Exempt Rick LaCoff(q) 8 RICs $4.03 billion 1 other account None (2) (30) Bond 16 other $8.17 billion ($18.14 million) accounts - ------------------------------------------------------------------------------------------------------------------------------ Tax-Exempt Rick LaCoff(q) 8 RICs $1.68 billion 1 other account None (2) (30) High Income 16 other $8.17 billion ($18.14 million) accounts - ------------------------------------------------------------------------------------------------------------------------------
* RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle. (a) Number of accounts for which the advisory fee paid is based in part or wholly on performance and the aggregate net assets in those accounts. (b) Mr. Bergene has overall accountability for the group that monitors the subadvisers for RiverSource funds and for making recommendations to the Boards of Directors on changes to those subadvisers. (c) Ms. Keeley, who serves as Executive Vice President - Equity and Fixed Income for RiverSource Investments, and Mr. Truscott, who serves as Chief Investment Officer for RiverSource Investments, oversee the portfolio managers who manage other accounts for RiverSource Investments, including the underlying funds in which the Funds-of-Funds invest, and other accounts managed by RiverSource Investments and its affiliates including institutional assets, proprietary assets and hedge funds. (d) Mr. Kokkotos began managing the fund after its last fiscal year end; therefore reporting information is as of June 30, 2007. (e) As of the date of this SAI, the fund had not passed its first fiscal period end, and therefore the portfolio manager reporting information is as of March 31, 2007. (f) Reflects each wrap program strategy as a single client, rather than counting each participant in the program as a separate client. (g) The fund is new and shares were not yet being offered as of the fiscal period end. (h) Ms. Hedlund and Mr. Schrotberger began managing the fund as of Oct. 1, 2006; therefore reporting information is as of Oct. 31, 2006. Statement of Additional Information - Sept. 28, 2007 Page 118 (i) Primarily managed money/wrap accounts generally requiring a minimum deposit of $100,000. Statement of Additional Information - Sept. 28, 2007 Page 119 (j) Neither Christopher Davis nor Kenneth Feinberg own any shares of RiverSource Fundamental Value Fund. However, both portfolio managers have over $1 million invested in the Davis Funds, which are managed in a similar style. (k) Michael T. Smith does not own any shares of RiverSource Small Cap Equity Fund. However, he invests in the Lord Abbett Small Cap Blend Fund, which is managed in a similar style. (l) Eli M. Salzmann and Sholom Dinsky do not own any shares of RiverSource Value Fund. However, they invest in the Lord Abbett Affiliated Fund, which is managed in a similar style. (m) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. The information shown is as of Aug. 31, 2006. (n) The fund is available for sale only in the U.S. The portfolio managers do not reside in the U.S. and therefore do not hold any shares of the fund. (o) The portfolio manager began managing the fund after its last fiscal year end; therefor reporting information is as of June 30, 2007. (p) The portfolio manager began managing the fund as of June 20, 2007, therefore reporting information is as of June 30, 2007. (q) As of Aug. 31, 2007, Rick LaCoff will no longer be managing the fund. Going forward, the fund will be managed by Catherine Stienstra. POTENTIAL CONFLICTS OF INTEREST (1) Management of Funds-of-Funds differs from that of the other RiverSource funds. The portfolio management process is set forth generally below and in more detail in the funds' prospectus. Management of the portfolios is based on initial asset class guidance provided by the Capital Markets Committee, a group of RiverSource Investments investment professionals, and subsequent allocation determinations by the Asset Allocation Committee and Fund Selection Committee within established guidelines set forth in the prospectus. The Asset Allocation Committee, comprised of portfolio managers Joy, Keeley and Truscott, determines each funds-of-fund's allocation among the three main asset classes (equity, fixed income and cash) and allocation among investment categories within each asset class. The Fund Selection Committee, comprised portfolio managers Bergene, Joy, Keeley and Truscott, determines each funds-of-fund's allocation among the underlying funds. These allocation determinations are reviewed by the Asset Allocation Committee and Fund Selection Committee at least quarterly. Because of the structure of the funds-of-funds, the potential conflicts of interest for the portfolio managers may be different than the potential conflicts of interest for portfolio managers who manage other funds. These potential conflicts of interest include: - The portfolio managers of the underlying funds are under the supervision of portfolio managers Keeley and Truscott. Keeley and Truscott may have influence over the management of the underlying funds through their supervision of the underlying funds' portfolio managers and/or through their ability, as part of the Asset Allocation Committee and Fund Selection Committee, to influence the allocation of funds-of-funds assets to or away from the underlying funds. - Portfolio managers Joy, Keeley and Truscott also serve as members of the Capital Markets Committee. As described above, the Capital Markets Committee provides initial guidance with respect to asset allocation, and its view may play a significant role in the asset class determinations made by the Asset Allocation Committee and, as a result, in the underlying fund determinations made by the Fund Selection Committee. In addition to the accounts above, portfolio managers may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of the fund. The investment manager has in place a Code of Ethics that is designed to address conflicts and that, among other things, imposes restrictions on the ability of the portfolio managers and other "investment access persons" to invest in securities that may be recommended or traded in the fund and other client accounts. (2) RiverSource Investments portfolio managers may manage one or more mutual funds as well as other types of accounts, including hedge funds, proprietary accounts, separate accounts for institutions and individuals, and other pooled investment vehicles. Portfolio managers make investment decisions for an account or portfolio based on its investment objectives and policies, and other relevant investment considerations. A portfolio manager may manage another account whose fees may be materially greater than the management fees paid by the Fund and may include a performance-based fee. Management of multiple funds and accounts may create potential conflicts of interest relating to the allocation of investment opportunities, and the aggregation and allocation of trades. In addition, RiverSource Investments monitors a variety of areas (e.g., allocation of investment opportunities) and compliance with the firm's Code of Ethics, and places additional investment restrictions on portfolio managers who manage hedge funds and certain other accounts. Statement of Additional Information - Sept. 28, 2007 Page 119 RiverSource Investments has a fiduciary responsibility to all of the clients for which it manages accounts. RiverSource Investments seeks to provide best execution of all securities transactions and to aggregate securities transactions and then allocate securities to client accounts in a fair and equitable basis over time. RiverSource Investments has developed policies and procedures, including brokerage and trade allocation policies and procedures, designed to mitigate and manage the potential conflicts of interest that may arise from the management of multiple types of accounts for multiple clients. In addition to the accounts above, portfolio managers may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of the fund. The investment manager's Code of Ethics is designed to address conflicts and, among other things, imposes restrictions on the ability of the portfolio managers and other "investment access persons" to invest in securities that may be recommended or traded in the fund and other client accounts. (3) The portfolio manager's responsibilities also include working as a securities analyst. This dual role may give rise to conflicts with respect to making investment decisions for accounts that the portfolio manager manages versus communicating his or her analyses to other portfolio managers concerning securities that he or she follows as an analyst. (4) The management of a portfolio and other accounts by a portfolio manager could result in potential conflicts of interest if the portfolio and other accounts have different objectives, benchmarks and fees because the portfolio manager and his team must allocate time and investment expertise across multiple accounts, including the portfolio. The portfolio manager and his team manage the portfolio and other accounts utilizing a model portfolio approach that groups similar accounts within a model portfolio. UBS Global Asset Management (Americas) Inc. manages accounts according to the appropriate model portfolio, including where possible, those accounts that have specific investment restrictions. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across accounts, which may minimize the potential for conflicts of interest. If a portfolio manager identifies a limited investment opportunity that may be suitable for more than one account or model portfolio, the portfolio may not be able to take full advantage of that opportunity due to an allocation or filled purchase or sale orders across all eligible model portfolios and accounts. To deal with these situations, UBS Global Asset Management (Americas) Inc. has adopted procedures for allocating portfolio trades among multiple accounts to provide fair treatment to all accounts. The management of personal accounts by a portfolio manager may also give rise to potential conflicts of interest. UBS Global Asset Management (Americas) Inc. has adopted Codes of Ethics that govern such personal trading, but there is no assurance that the Codes will adequately address all such conflicts. (5) As is typical for many money managers, potential conflicts of interest may arise related to Turner's management of accounts including the Fund where not all accounts are able to participate in a desired IPO, or other limited opportunity, relating to use of soft dollars and other brokerage practices, related to the voting of proxies, employee personal securities trading, and relating to a variety of other circumstances. In all cases, however, Turner believes it has written policies and procedures in place reasonably designed to prevent violations of the federal securities laws and to prevent material conflicts of interest from arising. Please also see Turner's Form ADV, Part II for a description of some of its policies and procedures in this regard. (6) To ensure that Essex addresses compliance and control issues, an open dialogue exists between the portfolio managers, the trading desk, and our account services groups. This allows Essex to monitor compliance among these parties to accommodate both our clients' and the firm's investment guidelines. In order to prevent and detect violations, we have the following checks and balances built into our compliance process: - The client service group and the Compliance Officer - Christopher P. McConnell, Chief Executive Officer - interpret each compliance restriction. - Portfolio Managers review each trade for appropriateness. - Our trading systems are state of the art and have been developed to prevent an inappropriate security or position from being purchased in a portfolio once the system is coded. Statement of Additional Information - Sept. 28, 2007 Page 120 - Our administrative group reviews each trade on a daily basis for reconciliation purposes. - Each member of our firm has signed our Code of Ethics policy which outlines authorized trading activity and procedures. (7) As a general matter, certain conflicts of interest may arise in connection with a portfolio manager's management of a fund's investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them. Other potential conflicts might include conflicts created by specific portfolio manager compensation arrangements, and conflicts relating to selection of brokers or dealers to execute fund portfolio trades and/or specific uses of commissions from Fund portfolio trades (for example, research, or "soft dollars"). The Adviser has structured the portfolio managers' compensation in a manner, and the Fund has adopted policies and procedures, reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts. (8) Kenwood, an indirect partially-owned subsidiary of Ameriprise Financial, is an affiliate of RiverSource Investments. Kenwood portfolio managers may manage one or more mutual funds as well as other types of accounts, including proprietary accounts, separate accounts for institutions and individuals, and other pooled investment vehicles. Portfolio managers make investment decisions for an account or portfolio based on its investment objectives and policies, and other relevant investment considerations. A portfolio manager may manage a separate account or other pooled investment vehicle whose fees may be materially greater than the management fees paid by the Fund and may include a performance-based fee. Management of multiple funds and accounts may create potential conflicts of interest relating to the allocation of investment opportunities, and the aggregation and allocation of trades. Kenwood has a fiduciary responsibility to all of the clients for which it manages accounts. Kenwood seeks to provide best execution of all securities transactions. Where possible, security transactions are aggregated and allocated to client accounts in a fair and timely manner. Kenwood has developed policies and procedures, including brokerage and trade allocation policies and procedures, designed to mitigate and manage the potential conflicts of interest that may arise from the management of multiple types of accounts for multiple clients. In addition to monitoring these policies and procedures, Kenwood monitors compliance with the firm's Code of Ethics and places additional investment restrictions on portfolio managers who manage certain other accounts. (9) Management of the Income Builder and Retirement Plus Funds-of-Funds differs from that of the other RiverSource funds. The portfolio management process is set forth generally below and in more detail in the funds' prospectus. Management of the portfolios is based on proprietary, quantitative techniques and qualitative review of the quantitative output. Using these methodologies, a group of RiverSource investment professionals allocates each fund's assets within and across different asset classes in an effort to achieve the fund's objective of providing a high level of current income and growth of capital. After the initial allocation, the fund will be rebalanced monthly in an effort to maximize the level of income and capital growth, incorporating various measures of relative value subject to constraints that set minimum or maximum exposure within asset classes, as set forth in the prospectus. Within the equity and fixed income asset classes, the quantitative model establishes allocations for the funds, seeking to achieve each fund's objective by investing in defined investment categories. The target allocation range constraints are intended, in part, to promote diversification within the asset classes. Because of the structure of the funds-of-funds, the potential conflicts of interest for the portfolio managers may be different than the potential conflicts of interest for portfolio managers who manage other funds. These potential conflicts of interest include: - In certain cases, the portfolio managers of the underlying funds are the same as the portfolio managers of the Income Builder and Retirement Plus Funds-of-Funds, and could influence the allocation of funds-of-funds assets to or away from the underlying funds that they manage. Statement of Additional Information - Sept. 28, 2007 Page 121 - RiverSource Investments, LLC and its affiliates may receive higher compensation as a result of allocations to underlying funds with higher fees. - RiverSource Investments, LLC monitors the performance of the underlying funds and may, from time to time, recommend to the board of directors of the funds a change in portfolio management or fund strategy or the closure or merger of an underlying fund. In addition, RiverSource Investments, LLC may believe that certain RiverSource funds may benefit from additional assets or could be harmed by redemptions. All of these factors may also influence decisions in connection with the allocation of funds-of-funds assets to or away from certain underlying funds. In addition to the accounts above, portfolio managers may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of the fund. The investment manager has in place a Code of Ethics that is designed to address conflicts and that, among other things, imposes restrictions on the ability of the portfolio managers and other "investment access persons" to invest in securities that may be recommended or traded in the fund and other client accounts. (10) Certain conflicts of interest may arise in connection with the management of multiple portfolios. Potential conflicts include, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. American Century has adopted policies and procedures that are designed to minimize the effects of these conflicts. Responsibility for managing American Century client portfolios is organized according to investment discipline. Investment disciplines include, for example, quantitative equity, small- and mid-cap growth, large-cap growth, value, international, fixed income, asset allocation, and sector funds. Within each discipline are one or more portfolio teams responsible for managing specific client portfolios. Generally, client portfolios with similar strategies are managed by the same team using the same objective, approach, and philosophy. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which minimizes the potential for conflicts of interest. For each investment strategy, one portfolio is generally designated as the "policy portfolio." Other portfolios with similar investment objectives, guidelines and restrictions are referred to as "tracking portfolios." When managing policy and tracking portfolios, a portfolio team typically purchases and sells securities across all portfolios that the team manages. American Century's trading systems include various order entry programs that assist in the management of multiple portfolios, such as the ability to purchase or sell the same relative amount of one security across several funds. In some cases a tracking portfolio may have additional restrictions or limitations that cause it to be managed separately from the policy portfolio. Portfolio managers make purchase and sale decisions for such portfolios alongside the policy portfolio to the extent the overlap is appropriate, and separately, if the overlap is not. American Century may aggregate orders to purchase or sell the same security for multiple portfolios when it believes such aggregation is consistent with its duty to seek best execution on behalf of its clients. Orders of certain client portfolios may, by investment restriction or otherwise, be determined not available for aggregation. American Century has adopted policies and procedures to minimize the risk that a client portfolio could be systematically advantaged or disadvantaged in connection with the aggregation of orders. To the extent equity trades are aggregated, shares purchased or sold are generally allocated to the participating portfolios pro rata based on order size. Because initial public offerings (IPOs) are usually available in limited supply and in amounts too small to permit across-the-board pro rata allocations, American Century has adopted special procedures designed to promote a fair and equitable allocation of IPO securities among clients over time. Fixed income securities transactions are not executed through a centralized trading desk. Instead, portfolio teams are responsible for executing trades with broker/dealers in a predominantly dealer marketplace. Trade allocation decisions are made by the portfolio manager at the time of trade execution and orders entered on the fixed income order management system. Finally, investment of American Century's corporate assets in proprietary accounts may raise additional conflicts of interest. To mitigate these potential conflicts of interest, American Century has adopted policies Statement of Additional Information - Sept. 28, 2007 Page 122 and procedures intended to provide that trading in proprietary accounts is performed in a manner that does not give improper advantage to American Century to the detriment of client portfolios. (11) Goldman Sachs Asset Management, L.P. ("GSAM") portfolio managers are often responsible for managing one or more Funds as well as other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, such as unregistered hedge funds. A portfolio manager may manage a separate account or other pooled investment vehicle which may have materially higher fee arrangements than the Fund and may also have a performance-based fee. The side-by-side management of these funds may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades. GSAM has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. It seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, GSAM has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. In addition, GSAM has adopted policies limiting the circumstances under which cross-trades may be affected between a Fund and another client account. GSAM conducts periodic reviews of trades for consistency with these policies. (12) Individual investment professionals at Wellington Management manage multiple portfolios for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. The investment professionals primarily responsible for the day-to-day management of the funds ("Investment Professionals") generally manage portfolios in several different investment styles. These portfolios may have investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of the funds. The Investment Professionals make investment decisions for the funds based on the investment objectives, policies, practices, benchmarks, cash flows, tax and other relevant investment considerations applicable to that portfolio. Consequently, the Investment Professionals may purchase or sell securities, including IPOs, for one portfolio and not another portfolio, and the performance of securities purchased for the fund may vary from the performance of securities purchased for other portfolios. Alternatively, these portfolios may be managed in a similar fashion to the relevant fund and thus the portfolio may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the relevant fund. The Investment Professionals or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the fund, or make investment decisions that are similar to those made for the funds, both of which have the potential to adversely impact the funds depending on market conditions. For example, the Investment Professionals may purchase a security in one portfolio while appropriately selling that same security in another portfolio. Similarly, an Investment Professional may purchase the same security for the relevant fund and one or more other portfolios at or about the same time, and in those instances the other portfolios will have access to their respective holdings prior to the public disclosure of the relevant fund's holdings. In addition, some of these portfolios have fee structures, including performance fees, that are or have the potential to be higher, in some cases significantly higher, than the fees paid by the funds to Wellington Management. Because incentive payments are tied to revenues earned by Wellington Management, and where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by the Investment Professional. Finally, the Investment Professionals may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above. Wellington Management's goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures that it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary fund guidelines, the allocation of IPOs, and Statement of Additional Information - Sept. 28, 2007 Page 123 compliance with the firm's Code of Ethics, and places additional investment restrictions on Investment Professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management's Investment Professionals. Although Wellington Management does not track the time an Investment Professional spends on a single portfolio, Wellington Management does periodically assess whether an Investment Professional has adequate time and resources to effectively manage the Investment Professional's various client mandates. (13) Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one portfolio or other account. More specifically, portfolio managers who manage multiple portfolios and /or other accounts are presented with the following potential conflicts: - The management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. Davis Advisors seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the portfolios. - If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one portfolio or other account, a portfolio may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible portfolios and other accounts. To deal with these situations, Davis Advisors has adopted procedures for allocating portfolio transactions across multiple accounts. - With respect to securities transactions for the portfolios, Davis Advisors determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts (such as mutual funds, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), Davis Advisors may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Davis Advisors may place separate, non-simultaneous, transactions for a portfolio and another account which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the portfolio or the other account. - Finally, substantial investment of Davis Advisor or Davis Family assets in certain mutual funds may lead to conflicts of interest. To mitigate these potential conflicts of interest, Davis Advisors has adopted policies and procedures intended to ensure that all clients are treated fairly over time. Davis Advisors does not receive an incentive based fee on any account. (14) Conflicts of interest may arise in connection with the investment manager's management of the investments of the relevant fund and the investments of the other accounts. Such conflicts may arise with respect to the allocation of investment opportunities among the relevant fund and other accounts Conflicts of interest may arise in connection with the portfolio managers' management of the investments of the relevant fund and the investments of the other accounts included in the table above. Such conflicts may arise with respect to the allocation of investment opportunities among the relevant fund and other accounts with similar investment objectives and policies. A portfolio manager potentially could use information concerning the relevant fund's transactions to the advantage of other accounts and to the detriment of the relevant fund. To address these potential conflicts of interest, Lord Abbett has adopted and implemented a number of policies and procedures. Lord Abbett has adopted Policies and Procedures for Evaluating Best Execution of Equity Transactions, as well as Trading Practices/Best Execution Procedures. The objective of these policies and procedures is to ensure the fair and equitable treatment of transactions and allocation of investment opportunities on behalf of all accounts managed by Lord Abbett. In addition, Lord Abbett's Code of Ethics sets forth general principles for the conduct of employee personal securities transactions in a manner that avoids any actual or potential conflicts of interest with the interests of Lord Abbett's clients including the relevant fund. Moreover, Lord Abbett's Statement of Policy and Procedures on Receipt and Use of Inside Information sets forth procedures for personnel to follow when they have inside information. Lord Abbett is not affiliated with a full service broker- Statement of Additional Information - Sept. 28, 2007 Page 124 dealer and therefore does not execute any portfolio transactions through such an entity, a structure that could give rise to additional conflicts. Lord Abbett does not conduct any investment bank functions and does not manage any hedge funds. Lord Abbett does not believe that any material conflicts of interest exist in connection with the portfolio managers' management of the investments of the relevant fund and the investments of the other accounts referenced in the table above. (15) Donald Smith & Co., Inc. is very sensitive to conflicts of interest that could possibly arise in its capacity of serving as an investment adviser. It remains committed to resolving any and all conflicts in the best interest of its clients. Donald Smith & Co., Inc. is an independent investment advisor with no parent or subsidiary organizations. Additionally, it has no affiliated organizations, brokerage, nor any investment banking activities. Clients include mutual funds, public and corporate pension plans, endowments and foundations, and other separate accounts. Donald Smith & Co., Inc. has put in place systems, policies and procedures, which have been designed to maintain fairness in portfolio management across all clients. Potential conflicts between funds or with other types of accounts are managed via allocation policies and procedures, internal review processes, and direct oversight by Donald G. Smith, President. (16) Portfolio Managers at Franklin Portfolio Associates (FPA) may manage one or more mutual funds as well as other types of accounts, including proprietary accounts, separate accounts for institutions and individuals, and other pooled investment vehicles. Portfolio managers make investment decisions for an account or portfolio based on its investment objectives and policies, and other relevant investment considerations. A portfolio manager may manage a separate account or other pooled investment vehicle whose fees may be materially greater than the management fees paid by Small Cap Value Fund and may include a performance-based fee. Management of multiple funds and accounts may create potential conflicts of interest relating to the allocation of investment opportunities, and the aggregation and allocation of trades. FPA has a fiduciary responsibility to all of the clients for which it manages accounts. FPA seeks to provide best execution of all securities transactions and to aggregate securities transactions and then allocate securities to client accounts in a fair and timely manner. FPA has developed policies and procedures, including brokerage and trade allocation policies and procedures, designed to mitigate and manage the potential conflicts of interest that may arise from the management of multiple types of accounts for multiple clients. (17) Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including the Fund). BHMS manages potential conflicts between funds or with other types of accounts through allocation policies and procedures, internal review processes and oversight by directors and independent third parties to ensure that no client, regardless of type or fee structure, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities. (18) Certain conflicts of interest may arise in connection with the management of multiple portfolios and investment strategies. Potential conflicts include the allocation of investment opportunities across client accounts and the allocation of similar investments across different strategies. MetWest Capital has adopted policies and procedures designed to minimize the effects of these conflicts. Responsibility for managing MetWest Capital client portfolios is organized according to investment strategy. All accounts in each strategy are managed to a model portfolio, as specified by the investment team. The investment team implements the model consistently across client portfolios. Consequently, position sizes and industry and sector allocations are similar across our clients' portfolios. Typically, no positions differ from portfolio to portfolio, except in the case of client-imposed restrictions. For such a portfolio, the investment team determines the position(s) that comply with client requirements. This process minimizes the potential for conflicts of interest. MetWest Capital's allocation policy allocates all investment opportunities among clients in the fairest possible way, taking into account clients' best interests. We have adopted policies and procedures designed to ensure Statement of Additional Information - Sept. 28, 2007 Page 125 that allocations do not involve a practice of favoring or disfavoring any strategy, client or group of clients. Account and strategy performance is never a factor in trade allocations. When necessary, we address known conflicts of interests in our trading practices by disclosure to clients and/or in our Form ADV or other appropriate action. The decision to buy or sell a position in the model portfolio is based on the direction of the investment team. Once the decision is made, traders prepare the trade "blocks." All participating strategies and client portfolios (those without pending cash flows or prohibited transactions) are block-traded together, typically grouped either by custodian or trade broker according to best-execution practices. Orders are placed to ensure random fills so that no one strategy, client or group of clients is favored or disfavored on a systematic basis. Each portfolio/relationship manager is responsible for reviewing the blocks and implementing all buy and sell orders for his/her accounts, taking into consideration client-specific factors. Both the lead strategist and the portfolio/relationship manager review trade reports for all accounts on a daily basis. (19) Threadneedle Investments portfolio managers may manage one or more mutual funds as well as other types of accounts, including proprietary accounts, separate accounts for institutions, and other pooled investment vehicles. Portfolio managers make investment decisions for an account or portfolio based on its investment objectives and policies, and other relevant investment considerations. A portfolio manager may manage a separate account or other pooled investment vehicle whose fees may be materially greater than the management fees paid by the Fund and may include a performance-based fee. Management of multiple funds and accounts may create potential conflicts of interest relating to the allocation of investment opportunities, and the aggregation and allocation of trades. In addition, the portfolio manager's responsibilities at Threadneedle Investments include working as a securities analyst. This dual role may give rise to conflicts with respect to making investment decisions for accounts that he/she manages versus communicating his/her analyses to other portfolio managers concerning securities that he/she follows as an analyst. Threadneedle Investments has a fiduciary responsibility to all of the clients for which it manages accounts. Threadneedle Investments seeks to provide best execution of all securities transactions and to aggregate securities transactions and then allocate securities to client accounts in a fair and timely manner. Threadneedle Investments has developed policies and procedures, including brokerage and trade allocation policies and procedures, designed to mitigate and manage the potential conflicts of interest that may arise from the management of multiple types of accounts for multiple clients. (20) Like other investment professionals with multiple clients, a portfolio manager for a Fund may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time. The paragraphs below describe some of these potential conflicts that Columbia WAM believes are faced by investment professionals at most major financial firms. Columbia WAM and the Trustees of the Funds have adopted compliance policies and procedures that attempt to address certain of these potential conflicts. The management of accounts with different advisory fee rates and/or fee structures may raise potential conflicts of interest by creating an incentive to favor higher-fee accounts. These potential conflicts may include, among others: - The most attractive investments could be allocated to higher-fee accounts. - The trading of higher-fee accounts could be favored as to timing and/or execution price. For example, higher-fee accounts could be permitted to sell securities earlier than other accounts when a prompt sale is desirable or to buy securities at an earlier and more opportune time. - The trading of other accounts could be used to benefit higher-fee accounts (front-running). - The investment management team could focus their time and efforts primarily on higher-fee accounts due to a personal stake in compensation. Potential conflicts of interest may also arise when the portfolio managers have personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to limited Statement of Additional Information - Sept. 28, 2007 Page 126 exceptions, Columbia WAM's investment professionals do not have the opportunity to invest in client accounts, other than the Funds. A potential conflict of interest may arise when a Fund and other accounts purchase or sell the same securities. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, Columbia WAM's trading desk may, to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to the Fund or another account if one account is favored over another in allocating the securities purchased or sold - for example, by allocating a disproportionate amount of a security that is likely to increase in value to a favored account. "Cross trades," in which one Columbia account sells a particular security to another account (potentially saving transaction costs for both accounts), may also pose a potential conflict of interest. Cross trades may be seen to involve a potential conflict of interest if, for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay. Columbia WAM and the Funds' Trustees have adopted compliance procedures that provide that any transactions between the Funds and another Columbia-advised account are to be made at an independent current market price, as required by law. Another potential conflict of interest may arise based on the different investment objectives and strategies of the Funds and other accounts. For example, another account may have a shorter-term investment horizon or different investment objectives, policies or restrictions than a Fund. Depending on another account's objectives or other factors, a portfolio manager may give advice and make decisions that may differ from advice given, or the timing or nature of decisions made, with respect to a Fund. In addition, investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a particular security may be bought or sold for certain accounts even though it could have been bought or sold for other accounts at the same time. More rarely, a particular security may be bought for one or more accounts managed by a portfolio manager when one or more other accounts are selling the security (including short sales). There may be circumstances when purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts. A Fund's portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies. The Funds' portfolio managers may be able to select or influence the selection of the brokers and dealers that are used to execute securities transactions for the Funds. In addition to executing trades, some brokers and dealers provide portfolio managers with brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934), which may result in the payment of higher brokerage fees than might have otherwise be available. These services may be more beneficial to certain funds or accounts than to others. Although the payment of brokerage commissions is subject to the requirement that the portfolio manager determine in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to a Fund, a portfolio manager's decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the Funds and/or accounts that he or she manages. Columbia WAM or an affiliate may provide more services (such as distribution or recordkeeping) for some types of funds or accounts than for others. In such cases, a portfolio manager may benefit, either directly or indirectly, by devoting disproportionate attention to the management of a Fund and/or accounts that provide greater overall returns to the investment manager and its affiliates. The Funds' portfolio managers may also face other potential conflicts of interest in managing the Funds, and the description above is not a complete description of every conflict that could be deemed to exist in managing Statement of Additional Information - Sept. 28, 2007 Page 127 both a Fund and other accounts. In addition, the Funds' portfolio managers may also manage other accounts (including their personal assets or the assets of family members) in their personal capacity. The management of these accounts may also involve certain of the potential conflicts described above. Investment personnel at Columbia WAM, including the Funds' portfolio managers, are subject to restrictions on engaging in personal securities transactions pursuant to Codes of Ethics adopted by Columbia WAM and the Funds, which contain provisions and requirements designed to identify and address certain conflicts of interest between personal investment activities and the interests of the Funds. (21) Principal Global Investors provides investment advisory services to numerous clients other than the Fund. The investment objectives and policies of these accounts may differ from those of the Fund. Based on these differing circumstances, potential conflicts of interest may arise because the subadviser may be required to pursue different investment strategies on behalf of the Fund and other client accounts. For example, a subadviser may be required to consider an individual client's existing positions, personal tax situation, suitability, personal biases and investment time horizon, which considerations would not affect his investment decisions on behalf of the Fund. This means that research on securities to determine the merits of including them in the Fund's portfolio are similar, but not identical, to those employed in building private client portfolios. As a result, there may be instances in which a subadviser purchases or sells an investment for one or more private accounts and not for the Fund, or vice versa. To the extent the Fund and other clients seek to acquire the same security at about the same time, the Fund may not be able to acquire as large a position in such security as it desires or it may have to pay a higher price for the security. Similarly, the Fund may not be able to obtain as large an execution of an order to sell or as high a price for any particular security if the subadviser desires to sell the same portfolio security at the same time on behalf of other clients. On the other hand, if the same securities are bought or sold at the same time by more than one client, the resulting participation in volume transactions could produce better executions for the Fund. (22) INTRODUCTION A conflict of interest is generally defined as a single person or entity having two or more interests that are inconsistent. The Boston Company Asset Management, LLC ("The Boston Company") has implemented various policies and procedures that are intended to address the conflicts of interest that may exist or be perceived to exist at The Boston Company. These conflicts may include, but are not limited to when a portfolio manager is responsible for the management of more than one account; the potential arises for the portfolio manager to favor one account over another. Generally, the risk of such conflicts of interest could increase if a portfolio manager has a financial incentive to favor one account over another. This disclosure statement is not intended to cover all of the conflicts that exist within The Boston Company, but rather to highlight the general categories of conflicts and the associated mitigating controls. Other conflicts are addressed within the policies of The Boston Company. Further, the Chief Compliance Officer of The Boston Company shall maintain a Conflicts Matrix that further defines the conflicts specific to The Boston Company. NEW INVESTMENT OPPORTUNITIES Potential Conflict: A portfolio manager could favor one account over another in allocating new investment opportunities that have limited supply, such as initial public offerings and private placements. If, for example, an initial public offering that was expected to appreciate in value significantly shortly after the offering was allocated to a single account, that account may be expected to have better investment performance than other accounts that did not receive an allocation. - The Boston Company has policies that require a portfolio manager to allocate such investment opportunities in an equitable manner and generally to allocate such investments proportionately among all accounts with similar investment objectives. COMPENSATION Potential Conflict: A portfolio manager may favor an account if the portfolio manager's compensation is tied to the performance of that account rather than all accounts managed by the portfolio manager. If, for example, the Statement of Additional Information - Sept. 28, 2007 Page 128 portfolio manager receives a bonus based upon the performance of certain accounts relative to a benchmark while other accounts are disregarded for this purpose, the portfolio manager will have a financial incentive to seek to have the accounts that determine the bonus achieve the best possible performance to the possible detriment of other accounts. Similarly, if The Boston Company receives a performance-based advisory fee, the portfolio manager may favor that account, regardless of whether the performance of that account directly determines the portfolio manager's compensation. - The investment performance on specific accounts is not a factor in determining the portfolio manager's compensation. INVESTMENT OBJECTIVES Potential Conflict: Where different accounts managed by the same portfolio manager have materially and potentially conflicting investment objectives or strategies, a conflict of interest may arise. For example, if a portfolio manager purchases a security for one account and sells the same security short for another account, such a trading pattern could potentially disadvantage either account. - To mitigate the conflict in this scenario The Boston Company has in places a restriction in the order management system and requires a written explanation from the portfolio manager before determining whether to lift the restriction. However, where a portfolio manager is responsible for accounts with differing investment objectives and policies, it is possible that the portfolio manager will conclude that it is in the best interest of one account to sell a portfolio security while another account continues to hold or increase the holding in such security. TRADING Potential Conflict: A portfolio manager could favor one account over another in the order in which trades for the accounts are placed. If a portfolio manager determines to purchase a security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that make subsequent transactions. The less liquid the market for the security or the greater the percentage that the proposed aggregate purchases or sales represent of average daily trading volume, the greater the potential for accounts that make subsequent purchases or sales to receive a less favorable price. - When a portfolio manager intends to trade the same security for more than one account, the policies of The Boston Company generally require that such trades be "bunched," which means that the trades for the individual accounts are aggregated and each account receives the same price. Some accounts may not be eligible for bunching for contractual reasons (such as directed brokerage arrangements). Circumstances may also arise where the trader believes that bunching the orders may not result in the best possible price. Where those accounts or circumstances are involved, The Boston Company will place the order in a manner intended to result in as favorable a price as possible for such client. PERSONAL INTEREST Potential Conflict: A portfolio manager may favor an account if the portfolio manager has a beneficial interest in the account, in order to benefit a large client or to compensate a client that had poor returns. For example, if the portfolio manager held an interest in a mutual fund that was one of the accounts managed by the portfolio manager, the portfolio manager would have an economic incentive to favor the account in which the portfolio manager held an interest. - All accounts with the same or similar investment objectives are part of a trading group. All accounts in a particular trading group are managed and traded identically taking into account client imposed restrictions or cash flows. As a result of this management and trading style an account in a trading group cannot be treated any differently than any other account in that trading group. OUTSIDE DIRECTORSHIP Potential Conflict: Employees may serve as directors, officers or general partners of certain outside entities after obtaining the appropriate approvals in compliance with the Code of Conduct and Mellon Corporate Policy Statement of Additional Information - Sept. 28, 2007 Page 129 on Outside Directorships and Offices (CPP-805-I). However, in view of the potential conflicts of interest and the possible liability for The Boston Company, its affiliates and its employees, employees are urged to be cautious when considering serving as directors, officers, or general partners of outside entities. - In addition to completing the reporting requirements set forth in the Mellon corporate policies, employees should ensure that their service as an outside director, officer or general partner does not interfere with the discharge of their job responsibilities and must recognize that their primary obligation is to complete their assigned responsibilities at The Boston Company in a timely manner. PROXY VOTING Potential Conflict: Whenever The Boston Company owns the securities of client or prospective client in fiduciary accounts there is a potential conflict between the interests of the firm and the interests of the beneficiaries of our client accounts. - Material conflicts of interest are addressed through the establishment of our parent company's Proxy Committee structure. It applies detailed, pre-determined proxy voting guidelines in an objective and consistent manner across client accounts, based on internal and external research and recommendations provided by a third party vendor, and without consideration of any client relationship factors. Further, we engage a third party as an independent fiduciary to vote all proxies for Mellon securities and Fund securities. PERSONAL TRADING Potential Conflict: There is an inherent conflict where a portfolio manager manages personal accounts alongside client accounts. Further, there is a conflict where other employees in the firm know of portfolio decisions in advance of trade execution and could potentially use this information to their advantage and to the disadvantage of The Boston Company's clients. - Subject to the personal Securities Trading Policy, employees of The Boston Company may buy and sell securities which are recommended to its clients; however, no employee is permitted to do so (a) where such purchase or sale would affect the market price of such securities, or (b) in anticipation of the effect of such recommendation on the market price. - Consistent with the Securities Trading Policy relating to Investment Employees (which includes all Access Persons), approval will be denied for sales/purchases of securities for which investment transactions are pending and, at minimum, for two business days after transactions for the security were completed for client accounts. Portfolio managers are prohibited from trading in a security for seven days before and after transactions in that security are completed for client accounts managed by that Portfolio Manager. SOFT DOLLARS Potential Conflict: Use of client commissions to pay for services that benefit The Boston Company and not client accounts. - It is the policy of The Boston Company to enter into soft-dollar arrangements in a manner which will ensure the availability of the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934 and which will ensure that the firm meets its fiduciary obligations for seeking to obtain best execution for its clients. All soft dollar services are justified in writing by the user specifically noting how the service will assist in the investment decision making process and approved in advance by the Soft Dollar Committee. CONSULTANT BUSINESS Potential Conflict: Many of our clients retain consulting firms to assist them in selecting investment managers. Some of these consulting firms provide services to both those who hire investment managers (i.e., clients) and to investment management firms. The Boston Company may pay to attend conferences sponsored by consulting firms and/or purchase services from consulting firms where it believes those services will be useful to it in operating its investment management business. - The Boston Company does not pay referral fees to consultants. Statement of Additional Information - Sept. 28, 2007 Page 130 GIFTS Potential Conflict: Where investment personnel are offered gifts or entertainment by business associates that assist them in making or executing portfolio decisions or recommendations for client accounts a potential conflict exists. The Code of Conduct sets forth broad requirements for accepting gifts and entertainment. The Boston Company's Gift Policy supplements the Code of Conduct and provides further clarification for The Boston Company employees. - The Boston Company has established a Gift Policy that supplements the Mellon Code of Conduct. Gifts received with a face value under $100 may be accepted so long as they are not intended to influence. It is imperative that common sense and good judgment be used when accepting gifts in the course of business. For gifts accepted in accordance with the Gift Policy and the Mellon Code of Conduct with a face value over $100, The Boston Company has determined that it is in the best interest of the firm and its employees that any amount over $100 shall be donated to a 501(c)(3) charitable organization of the employee's choice. (23) Portfolio managers at Marsico Capital Management, LLC (MCM) typically manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, foundations, and accounts managed on behalf of individuals), and commingled trust accounts. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio, or may take similar actions for different portfolios at different times. As a result, the mix of securities purchased in one portfolio may perform better than the mix of securities purchased for another portfolio. Similarly, the sale of securities from one portfolio may cause that portfolio to perform better than others if the value of those securities decline. Potential conflicts of interest may also arise when allocating and/or aggregating trades. MCM often aggregates into a single trade order several individual contemporaneous client trade orders in a single security. Under MCM's trade management policy and procedures, when trades are aggregated on behalf of more than one account, such transactions will be allocated to all participating client accounts in a fair and equitable manner. With respect to IPOs and other syndicated or limited offerings, it is MCM's policy to seek to ensure that over the long term, accounts with the same or similar investment objectives will receive an equitable opportunity to participate meaningfully and will not be unfairly disadvantaged. To deal with these situations, MCM has adopted policies and procedures for allocating transactions across multiple accounts. MCM's policies also seek to ensure that portfolio managers do not systematically allocate other types of trades in a manner that would be more beneficial to one account than another. MCM's compliance department monitors transactions made on behalf of multiple clients to seek to ensure adherence to its policies. As discussed above, MCM has adopted and implemented policies and procedures that seek to minimize potential conflicts of interest that may arise as a result of a portfolio manager advising multiple accounts. In addition, MCM monitors a variety of areas, including compliance with primary Fund guidelines, the allocation of securities, and compliance with its Code of Ethics. (24) As an investment adviser and fiduciary, AllianceBernstein owes its clients and shareholders an undivided duty of loyalty. We recognize that conflicts of interest are inherent in our business and accordingly have developed policies and procedures (including oversight monitoring) reasonably designed to detect, manage and mitigate the effects of actual or potential conflicts of interest in the area of employee personal trading, managing multiple accounts for multiple clients, including AllianceBernstein Mutual Funds, and allocating investment opportunities. Investment professionals, including portfolio managers and research analysts, are subject to the above-mentioned policies and oversight monitoring to ensure that all clients are treated equitably. We place the interests of our clients first and expect all of our employees to meet their fiduciary duties. Statement of Additional Information - Sept. 28, 2007 Page 131 Employee Personal Trading AllianceBernstein has adopted a Code of Business Conduct and Ethics that is designed to detect and prevent conflicts of interest when investment professionals and other personnel of AllianceBernstein own, buy or sell securities which may be owned by, or bought or sold for, clients. Personal securities transactions by an employee may raise a potential conflict of interest when an employee owns or trades in a security that is owned or considered for purchase or sale by a client, or recommended for purchase or sale by an employee to a client. Subject to the reporting requirements and other limitations of its Code of Business Conduct and Ethics, AllianceBernstein permits its employees to engage in personal securities transactions, and also allows them to acquire investments in the AllianceBernstein Mutual Funds through direct purchase, 401K/profit sharing plan investment and/or notionally in connection with deferred incentive compensation awards. AllianceBernstein's Code of Ethics and Business Conduct requires disclosure of all personal accounts and maintenance of brokerage accounts with designated broker-dealers approved by AllianceBernstein. The Code also requires preclearance of all securities transactions and imposes a one-year holding period for securities purchased by employees to discourage short-term trading. Managing Multiple Accounts for Multiple Clients AllianceBernstein has compliance policies and oversight monitoring in place to address conflicts of interest relating to the management of multiple accounts for multiple clients. Conflicts of interest may arise when an investment professional has responsibilities for the investments of more than one account because the investment professional may be unable to devote equal time and attention to each account. The investment professional or investment professional teams for each client may have responsibilities for managing all or a portion of the investments of multiple accounts with a common investment strategy, including other registered investment companies, unregistered investment vehicles, such as hedge funds, pension plans, separate accounts, collective trusts and charitable foundations. Among other things, AllianceBernstein's policies and procedures provide for the prompt dissemination to investment professionals of initial or changed investment recommendations by analysts so that investment professionals are better able to develop investment strategies for all accounts they manage. In addition, investment decisions by investment professionals are reviewed for the purpose of maintaining uniformity among similar accounts and ensuring that accounts are treated equitably. No investment professional that manages client accounts carrying performance fees is compensated directly or specifically for the performance of those accounts. Investment professional compensation reflects a broad contribution in multiple dimensions to long-term investment success for our clients and is not tied specifically to the performance of any particular client's account, nor is it directly tied to the level or change in the level of assets under management. Allocating Investment Opportunities AllianceBernstein has policies and procedures intended to address conflicts of interest relating to the allocation of investment opportunities. These policies and procedures are designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The investment professionals at AllianceBernstein routinely are required to select and allocate investment opportunities among accounts. Portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar accounts, which minimizes the potential for conflicts of interest relating to the allocation of investment opportunities. Nevertheless, investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons. AllianceBernstein's procedures are also designed to prevent potential conflicts of interest that may arise when AllianceBernstein has a particular financial incentive, such as a performance-based management fee, relating to an account. An investment professional may perceive that he or she has an incentive to devote more time to developing and analyzing investment strategies and opportunities or allocating securities preferentially to accounts for which AllianceBernstein could share in investment gains. Statement of Additional Information - Sept. 28, 2007 Page 132 To address these conflicts of interest, AllianceBernstein's policies and procedures require, among other things, the prompt dissemination to investment professionals of any initial or changed investment recommendations by analysts; the aggregation of orders to facilitate best execution for all accounts; price averaging for all aggregated orders; objective allocation for limited investment opportunities (e.g., on a rotational basis) to ensure fair and equitable allocation among accounts; and limitations on short sales of securities. These procedures also require documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account. (25) AIG Global Investment Corp. ("AIGGIC") aims to conduct its activities in such a manner that permits it to deal fairly with each of its clients on an overall basis in accordance with applicable securities laws and fiduciary obligations. In that regard, AIGGIC has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which AIGGIC believes address the conflicts associated with managing multiple accounts for multiple clients (including affiliated clients). AIGGIC also monitors a variety of areas, including compliance with guidelines of the Fund and other accounts it manages and compliance with AIGGIC's Code of Ethics. Furthermore, AIGGIC's management periodically reviews the performance of a portfolio manager. Although AIGGIC does not track the time a portfolio manager spends on a single portfolio, AIGGIC does periodically assess whether a portfolio manager has adequate time and resources to effectively manage all of such portfolio manager's accounts. (26) Actual or potential conflicts may arise in managing multiple client accounts. A brief description of some of the potential conflicts of interest and compliance factors that may arise as a result is included below. We do not believe any of these potential conflicts of interest and compliance factors pose significant risk to any client account. Allocation of Limited Investment Opportunities If an investment team identifies a limited investment opportunity (including initial public offerings) that may be suitable for multiple client accounts, each account may not be able to take full advantage of that opportunity due to liquidity constraints or other factors. Batterymarch has adopted policies and procedures designed to ensure that allocations of limited investment opportunities are conducted in a fair and equitable manner between client accounts. Although Batterymarch strives to ensure that client accounts managed under similar investment mandates have similar portfolio characteristics, Batterymarch does not "clone" client accounts (i.e., assemble multiple client accounts with identical portfolios of securities). As a result, the portfolio of securities held in any single client account may perform better or worse than the portfolio of securities held in another similarly managed client account. Allocation of Partially-Filled Transactions in Securities Batterymarch often aggregates for execution as a single transaction orders for the purchase or sale of a particular security for multiple client accounts. If Batterymarch is unable to fill an aggregated order completely, but receives a partial fill, Batterymarch will typically allocate the transactions relating to the partially filled order to clients on a pro-rata basis with a minimum fill size. Batterymarch may make exceptions from this general policy from time to time based on factors such as the availability of cash, country/regional/sector allocation decisions, investment guidelines and restrictions, and the costs for minimal allocation actions. Opposite (i.e., Contradictory) Transactions in Securities Batterymarch provides investment advisory services for various clients and under various investment mandates and may give advice, and take action, with respect to any of those clients that may differ from the advice given, or the timing or nature of action taken, with respect to any other individual client account. In the course of providing advisory services, Batterymarch may simultaneously recommend the sale of a particular security for one client account while recommending the purchase of the same or a similar security for another account. This may occur for a variety of reasons. For example, in order to raise cash to handle a redemption/withdrawal from a client account, Batterymarch may be forced to sell a security that is ranked a "buy" by its stock selection model. Statement of Additional Information - Sept. 28, 2007 Page 133 Certain Batterymarch portfolio managers that manage long-only portfolios also manage portfolios that sell securities short. As such, Batterymarch may purchase or sell a security in one or more of its long-only portfolios under management during the same day it executes an opposite transaction in the same or a similar security for one or more of its portfolios under management that hold securities short, and certain Batterymarch client account portfolios may contain securities sold short that are simultaneously held as long positions in certain of the long-only portfolios managed by Batterymarch. The stock selection model(s), risk controls and portfolio construction rules used by Batterymarch to manage its clients' long-only portfolios differ from the model and rules that are used to manage client account portfolios that hold securities short. Because different stock selection models, risk controls and portfolio construction rules are used, it is possible that the same or similar securities may be ranked differently for different mandates and that the timing of trading in such securities may differ. Batterymarch has created certain compliance policies and procedures designed to minimize harm from such contradictory activities/events. Selection of Brokers/Dealers In selecting a broker or dealer, Batterymarch may choose a broker whose commission rate is in excess of that which another broker might have charged for the same transaction, based upon Batterymarch's judgment of that broker's superior execution capabilities and/or as a result of Batterymarch's perceived value of the broker's research services. Although Batterymarch does not participate in any traditional soft dollar arrangements whereby a broker purchases research from a third party on Batterymarch's behalf, Batterymarch does receive proprietary research services from brokers. Batterymarch generally seeks to achieve trade executions with brokers of the highest quality and at the lowest possible cost, although there can be no assurance that this objective will always be achieved. Batterymarch does not enter into any arrangements with brokers, formal or otherwise, regarding order flow as a result of research received. Clients should consider that there is a potential conflict of interest between their interests in obtaining best execution and an investment adviser's receipt of research from brokers selected by the investment adviser for trade executions. The proprietary research services which Batterymarch obtains from brokers may be used to service all of Batterymarch's clients and not just those clients paying commissions to brokers providing those research services, and not all proprietary research may be used by Batterymarch for the benefit of the one or more client accounts which paid commissions to a broker providing such research. Personal Securities Transactions Batterymarch allows its employees to trade in securities that it recommends to advisory clients. Batterymarch's supervised persons, to the extent not prohibited by Batterymarch's Code of Ethics, may buy, hold or sell securities or investment products (including interests in partnerships and investment companies) at or about the same time that Batterymarch is purchasing, holding or selling the same or similar securities or investment products for client account portfolios and the actions taken by such persons on a personal basis may be, or may be deemed to be, inconsistent with the actions taken by Batterymarch for its client accounts. Clients should understand that these activities may create a conflict of interest between Batterymarch, its supervised persons and its clients. Batterymarch employees may also invest in mutual funds that are managed by Batterymarch. This may result in a potential conflict of interest since Batterymarch employees have knowledge of such funds' investment holdings, which is non-public information. To address this, Batterymarch has adopted a written Code of Ethics designed to prevent and detect personal trading activities that may interfere or conflict with client interests (including shareholders' interests in funds managed by Batterymarch). Batterymarch and certain Batterymarch employees may also have ownership interests in certain other client accounts, including pooled investment vehicles, that invest in long and short positions. Firm and employee ownership of such accounts may create additional potential conflicts of interest for Batterymarch. Statement of Additional Information - Sept. 28, 2007 Page 134 Although Batterymarch believes that its policies and procedures are appropriate to prevent, eliminate or minimize the harm of many potential conflicts of interest between Batterymarch, its related persons and clients, clients should be aware that no set of policies and procedures can possibly anticipate or relieve all potential conflicts of interest. Moreover, it is possible that additional potential conflicts of interest may exist that Batterymarch has not identified in the summary above. (27) Systematic Financial Management, L.P. is an affiliated firm of Affiliated Managers Group, Inc. (AMG). The AMG Affiliates do not formulate advice for Systematic's clients and do not, in Systematic's view, present any potential conflict of interest with Systematic's clients. Portfolio managers oversee the investment of various types of accounts in the same strategy such as mutual funds, pooled investment vehicle and separate accounts for individuals and institutions. Investment decisions generally are applied to all accounts utilizing that particular strategy taking into consideration client restrictions, instructions and individual needs. A portfolio manager may manage an account whose fees may be higher or lower than the basic fee schedule to provide for varying client circumstances. Management of multiple funds and accounts may create potential conflicts of interest relating to the allocation of investment opportunities, and the aggregation and allocation of client trades. Conflicts of interest, including employee personal securities trading, security selection, proxy voting and security allocation, those more material in nature, may arise as a result of providing advisory services to a diverse group of clients invested in various strategies. To avoid such potential conflicts and harm to Systematic's clients, Systematic has adopted policies and procedures, including but not limited to, its Code of Ethics, which addresses personal securities trading, Proxy Voting and Trade Error Policies, which are accompanied by periodic testing and reviews, and are reasonably designed to detect such conflicts and protect the interests of its clients. (28) During the normal course of managing assets for multiple clients of varying types and asset levels, WEDGE will inevitably encounter conflicts of interest that could, if not properly addressed, be harmful to one or more of its clients. Those of a material nature that are encountered most frequently surround security selection, brokerage selection, employee personal securities trading, proxy voting and the allocation of securities. WEDGE is therefore forced to consider the possible personal conflicts that occur for an analyst and portfolio manager as well as those for the firm when a security is recommended for purchase or sale. When trading securities, WEDGE must address the issues surrounding the selection of brokers to execute trades considering the personal conflicts of the trader and the firm's conflict to obtain best execution of client transactions versus offsetting the cost of research or selfishly enhancing its relationship with a broker/consultant for potential future gain. And finally, WEDGE must consider the implications that a limited supply or demand for a particular security poses on the allocation of that security across accounts. To mitigate these conflicts and ensure its clients are not negatively impacted by the adverse actions of WEDGE or its employees, WEDGE has implemented a series of policies including its Personal Security Trading Policy, Proxy Voting Policy, Equity Trading Policy, Trading Error Policy, and others designed to prevent and detect conflicts when they occur. WEDGE reasonably believes that these and other policies combined with the periodic review and testing performed by its compliance professionals adequately protects the interests of its clients. STRUCTURE OF COMPENSATION (29) The compensation of RiverSource Investments employees consists of (i) a base salary, (ii) an annual cash bonus, and (iii) equity incentive awards in the form of stock options and/or restricted stock. The annual cash bonus is based on management's assessment of the employee's performance relative to individual and business unit goals and objectives which, for portfolio managers Joy, Keeley and Truscott, may be based, in part, on achieving certain investment performance goals and retaining and attracting assets under management, and for portfolio manager Bergene, on developing competitive products, managing existing products, and selecting and monitoring subadvisers for RiverSource funds. In addition, subject to certain vesting requirements, the compensation of portfolio managers Joy, Keeley and Truscott, includes an annual award based on the performance of Ameriprise Financial over rolling three-year periods. RiverSource Investments' portfolio managers are provided with a benefit package including life insurance, health insurance and participation in the company's 401(k) plan comparable to that received by other RiverSource Investments employees. Depending Statement of Additional Information - Sept. 28, 2007 Page 135 upon their job level, RiverSource Investments' portfolio managers may also be eligible for other benefits or perquisites that are available to all RiverSource Investments employees at the same job level. (30) Portfolio manager compensation is typically comprised of (i) a base salary, (ii) an annual cash bonus, a portion of which may be subject to a mandatory deferral program, and may include (iii) an equity incentive award in the form of stock options and/or restricted stock. The annual bonus is paid from a team bonus pool that is based on the performance of the accounts managed by the portfolio management team, which might include mutual funds, institutional portfolios and hedge funds. Funding for the bonus pool for equity portfolio managers is determined by a percentage of the aggregate assets under management in the accounts managed by the portfolio managers, including the fund, plus, where applicable, a percentage of the assets of the funds they support as research analysts*, and by the short term (typically one-year) and long-term (typically three year) performance of those accounts in relation to the relevant peer group universe. Funding for the bonus pool for fixed income portfolio managers is determined by the aggregate market competitive bonus targets for the teams of which the portfolio manager is a member and by the short-term (typically one year) and long-term (typically three year) performance of those accounts in relation to applicable benchmarks or the relevant peer group universe. Bonus pool funding for Lynn Hopton and Yvonne Stevens, is based upon a percentage of profits generated by the institutional portfolios they manage. Lynn Hopton and Yvonne Stevens may also be paid from a bonus pool based upon the performance of the mutual fund(s) they manage. Funding for this bonus pool is determined by a percentage of the aggregate assets under management in the mutual fund(s) they manage, and by the short term (typically one-year) and long-term (typically three year) performance of the mutual fund(s) in relation to the relevant peer group universe. With respect to hedge funds and separately managed accounts that follow a hedge fund mandate, funding for the bonus pool is a percentage of performance fees earned on the hedge funds or accounts managed by the portfolio managers, plus, where applicable, a percentage of performance fees earned on the hedge funds or accounts they support as research analysts*. Senior management of RiverSource Investments has the discretion to increase or decrease the size of the part of the bonus pool and to determine the exact amount of each portfolio manager's bonus paid from this portion of the bonus pool based on his/her performance as an employee. In addition, where portfolio managers invest in a hedge fund managed by the investment manager, they receive a cash reimbursement for the fees charged on their hedge fund investments. Senior management of RiverSource Investments does not have discretion over the size of the bonus pool related to institutional portfolios managed by Lynn Hopton and Yvonne Stevens. RiverSource Investments portfolio managers are provided with a benefits package, including life insurance, health insurance, and participation in a company 401(k) plan, comparable to that received by other RiverSource Investments employees. Depending upon their job level, RiverSource Investments portfolio managers may also be eligible for other benefits or perquisites that are available to all RiverSource Investments employees at the same job level. (31) As an employer, UBS Global Asset Management operates within a highly competitive compensation environment. To review industry comparatives, we measure our compensation structures against benchmark data of competitors provided by McLagan Partners, the industry standard provider for compensation measurement and assessment, on an annual basis. We also perform compensation analysis on an as-needed basis, e.g., when bringing new employees into the organization, or when the market shifts and we need to consider adjustments for retention purposes. Our Global Head of Compensation works closely with our parent company and various data sources to validate our procedures and assumptions. Our compensation and benefits programs are designed to provide our investment professionals with incentives to excel, and to promote an entrepreneurial, performance-oriented culture. They also align the interests of our investment professionals with the interests of our clients. Overall compensation can be grouped into four categories: 1. Competitive salary, benchmarked annually to maintain very competitive compensation opportunities. 2. Annual bonus, tied to individual contributions and investment performance. - --------------- * The portfolio managers that currently support funds as research analysts are: Clay Hoes, Julene Melquist, Sam Murphy and Mike Marzolf. Statement of Additional Information - Sept. 28, 2007 Page 136 3. Analyst incentives, tied to performance of model portfolios. 4. UBS equity awards, promoting company-wide success and employee retention. Base salary is used to recognize the experience, skills and knowledge that our investment professionals bring to their roles. Salary levels are monitored and adjusted periodically in order to remain competitive within the investment management industry. Annual bonuses are strictly and rigorously correlated with performance. As such, annual incentives can be highly variable, and are based on three components: 1) the firm's overall business success; 2) the performance of the respective asset class and/or investment mandate; and 3) an individual's specific contribution to the firm's results. We strongly believe that tying bonuses to both long-term (3-year) and shorter-term (1-year) portfolio performance closely aligns our investment professionals' interests with those of our clients. Analyst Incentives. Because we value our proprietary research, we have designed a compensation system that has made investment analysis a highly regarded career within our firm. Grouped into 12 global sector teams, our analysts manage model portfolios in global and local sectors. Our portfolio managers use the model sector portfolios to build actual client portfolios. Analyst incentives are tied to the performance of the model portfolios, which we evaluate over rolling three-year periods. One-third of each analyst's rating is based upon the performance of the model global sector portfolio; one-third on the model local sector portfolio; and one-third is a qualitative assessment of their contribution. We believe that this system closely aligns our analysts' incentives with our clients. UBS AG equity. Many of our senior investment professionals are required to defer a portion of their annual performance-based incentive in the form of deferred or restricted UBS AG shares or employee stock options. Not only does this reinforce the critical importance of creating long-term business value, it also serves as an effective retention tool as the equity shares typically vest over a number of years. Broader equity share ownership is encouraged for all employees through "Equity Plus". This long-term incentive program gives employees the opportunity to purchase UBS stock with after-tax funds from their bonus or salary. Two UBS stock options are given for each share acquired and held for two years. We feel this engages our employees as partners in the firm's success, and helps to maximize our integrated business strategy. (32) Turner's investment professionals receive a base salary commensurate with their level of experience. Turner's goal is to maintain competitive base salaries through review of industry standards, market conditions, and salary surveys. Bonus compensation, which is a multiple of base salary, is based on the performance of each individual's sector and portfolio assignments relative to appropriate market benchmarks. In addition, each employee is eligible for equity ownership and equity owners share the firm's profits. Most of the members of the Investment Team and all Portfolio Managers for The Funds, are equity owners of Turner. This compensation and ownership structure provides incentive to attract and retain highly qualified people, as each member of the firm has the opportunity to share directly in the accomplishments of the business. The objective performance criteria noted above accounts for 90% of the bonus calculation. The remaining 10% is based upon subjective, "good will" factors including teamwork, interpersonal relations, the individual's contribution to overall success of the firm, media and client relations, presentation skills, and professional development. Portfolio managers/analysts are reviewed on an annual basis. The Chief Investment Officer is responsible for setting base salaries, bonus targets, and making all subjective judgments related to an investment professionals' compensation. The CIO is also responsible for identifying investment professionals that should be considered for equity ownership on an annual basis. (33) The professionals at Essex are compensated by a three-tiered approach. First, all of the investment professionals have industry-competitive base salaries and receive a percentage of the firm's profits through a profit-sharing/pension plan. Second, Essex's professionals receive a year-end bonus based on the portfolio's performance on an absolute basis as well as relative to our peers and benchmarks. Third, Essex offers a competitive benefit package including comprehensive family health coverage. Statement of Additional Information - Sept. 28, 2007 Page 137 Portfolio managers, specifically those that are Principals of the firm, are evaluated on the basis of two components: (1) overall performance of the firm and (2) performance of his or her managed portfolios. Overall performance of the firm is the overriding measure by which Principals are evaluated. A lesser weighting, but certainly one of importance, is the portfolio's performance, which is measured in terms of absolute, benchmark-relative and competitor-relative performance. An analyst's evaluation consists of three components: the performance of the portfolio, production/work ethic/communications, and teamwork. The performance of the portfolio is measured in terms of both absolute performance, as well as relative performance to that of the comparative benchmark and peer group. Productivity, work ethic, and communication is very much a qualitative measure and is first and foremost a comprehensive assessment of how individual analysts generate stock ideas. It is an assessment of the number of names that are looked at, knowledge of those names, the frequency with which the analyst's recommendations are incorporated into the portfolio and the analyst's overall preparedness for coverage meetings. Teamwork is another rather qualitative element of the evaluation. It is a measurement of an individual analyst's functioning within the team largely in terms of cooperation, collaboration, and the sharing of ideas. An analyst's evaluation plays a part, in addition to the performance of the overall firm, in determining the size of his or her bonus, which typically ranges from 25% - 150% of base salary. Each trader at Essex is evaluated annually by the firm's Chief Executive Officers. The two Chief Executive Officers examine several factors such as: number of errors, obtaining best execution, opinions of our portfolio managers, etc. A trader's performance evaluation contributes to 25% - 30% of his or her total pay. As an added retention mechanism, Essex offers ownership to both existing and prospective employees. The current ownership structure allows Essex to capitalize a portion of its free cash flow each year and transform it into stock ownership. Essex envisions granting ownership as an additional incentive to the employees who contribute the greatest to the firm's future success. We feel that our compensation structure is extremely competitive when compared with other firms in the industry. Finally, Essex offers a deferred compensation plan for certain employees by way of granting them a Special Recognition Award. Essex maintains a fundamental team approach that encourages continuity among its investment professionals and makes a conscious effort to reward its team members accordingly. Our investment professionals are continuously motivated by our compensation structure, competitive personnel benefit packages, and entrepreneurial-like culture. (34) Dr. David Goldsmith is paid a fixed base salary and a variable annual incentive. Base salary is determined within a market competitive position-specific salary range, based on the portfolio manager's experience and performance. For purposes of calculating the annual incentive amount, each mutual fund and institutional account managed by the Adviser is categorized as reflecting one of several designated "Strategies." The annual incentive amount is based on current calendar year asset-weighted composite investment performance of each Strategy, which is measured on a total return basis gross of fees and expenses vs. the Strategy's designated benchmark (i.e., with respect to the Fund's Strategy, Russell 2000 Growth Index). Dr. Goldsmith is also the portfolio manager for other accounts in addition to the Fund. Such other accounts may be categorized as reflecting different Strategies, which may have different benchmarks. Although the performance of each Strategy composite is considered in calculating the annual incentive amount, their relative weightings differ. The performance of one of the other Strategies (which does not include the Fund in its composite performance) represents a significant portion of the calculation. The remaining Strategies are divided into two groups, with each Strategy within a group receiving equal weighting. The Strategy to which the Fund is assigned and the other Strategies in the same group receive higher weighting than Strategies in the other group. As a separate matter, pursuant to the terms of a business acquisition agreement, investment professionals hired before the acquisition may receive additional consideration based on the achievement of specified revenue targets. (35) Messrs. Hurwitz and Kelley are both equity owners of Kenwood. Their compensation consists of a salary, plus a pro rata share of the annual net earnings of Kenwood, some of which derives from fees paid by the fund. Messrs. Hurwitz and Kelley are provided with a benefits package, including life insurance, health insurance, and participation in a company 401(k) plan, comparable to that received by other employees of Kenwood. Statement of Additional Information - Sept. 28, 2007 Page 138 Messrs. Hurwitz and Kelley are also eligible for certain benefits that are available to all equity owners of Kenwood. (36) The compensation of American Century's portfolio managers is structured to align the interests of portfolio managers with those of the shareholders whose assets they manage. It includes the components described below, each of which is determined with reference to a number of factors, such as overall performance, market competition, and internal equity. Compensation is not directly tied to the value of assets held in client portfolios. Base Salary Portfolio managers receive base pay in the form of a fixed annual salary. Bonus A significant portion of portfolio manager compensation takes the form of an annual incentive bonus tied to performance. Bonus payments are determined by a combination of factors. One factor is fund investment performance. For policy portfolios, investment performance is measured by a combination of one- and three-year pre-tax performance relative to a pre-established, internally-customized peer group and/or market benchmark. Custom peer groups are constructed using all the funds in appropriate Lipper or Morningstar categories as a starting point. Funds are then eliminated from the peer group based on a standardized methodology designed to result in a final peer group that more closely represents the fund's true peers based on internal investment mandates and that is more stable (i.e., has less peer turnover) over the long-term. In cases where a portfolio manager has responsibility for more than one policy portfolio, the performance of each is assigned a percentage weight commensurate with the portfolio manager's level of responsibility. With regard to tracking portfolios, investment performance may be measured in a number of ways. The performance of the tracking portfolio may be measured against a customized peer group and/or market benchmark as described above for policy portfolios. Alternatively, the tracking portfolio may be evaluated relative to the performance of its policy portfolio, with the goal of matching the policy portfolio's performance as closely as possible. This is the case for the Small Cap Equity Fund. In some cases, the performance of a tracking portfolio is not separately considered. Rather, the performance of the policy portfolio is the key metric. This is the case for the Aggressive Growth Fund. A second factor in the bonus calculation relates to the performance of all American Century funds managed according to a particular investment style, such as U.S. growth or value. Performance is measured for each product individually as described above and then combined to create an overall composite for the product group. These composites may measure one-year performance (equal weighted) or a combination of one- and three-year performance (asset weighted) depending on the portfolio manager's responsibilities and products managed. This feature is designed to encourage effective teamwork among portfolio management teams in achieving long-term investment success for similarly styled portfolios. A portion of some portfolio managers' bonuses may be tied to individual performance goals, such as research projects and the development of new products. Finally, portfolio manager bonuses may occasionally be affected by extraordinarily positive or negative financial performance by American Century Companies, Inc. (ACC), the advisor's privately-held parent company. This feature has been designed to maintain investment performance as the primary component of portfolio manager bonuses while also providing a link to the advisor's ability to pay. Restricted Stock Plans Portfolio managers are eligible for grants of restricted stock of ACC. These grants are discretionary, and eligibility and availability can vary from year to year. The size of an individual's grant is determined by individual and product performance as well as other product-specific considerations. Grants can appreciate/depreciate in value based on the performance of the ACC stock during the restriction period (generally three years). Statement of Additional Information - Sept. 28, 2007 Page 139 Deferred Compensation Plans Portfolio managers are eligible for grants of deferred compensation. These grants are used in very limited situations, primarily for retention purposes. Grants are fixed and can appreciate/depreciate in value based on the performance of the American Century mutual funds in which the portfolio manager chooses to invest them. (37) GSAM's Growth Team's (the "Growth Team") compensation packages for its portfolio managers are comprised of a base salary and performance bonus. The performance bonus is first and foremost tied to the Growth Team's pre-tax performance for its clients and the Growth Team's total revenues for the past year which in part is derived from advisory fees and for certain accounts, performance based fees. The Growth Team measures its performance on a market cycle basis which is typically measured over a three to seven year period, rather than being focused on short term gains in its strategies or short term contributions from a portfolio manager in any given year. The performance bonus for portfolio managers is significantly influenced by the following criteria: (1) whether the team performed consistently with objectives and client commitments; (2) whether the team's performance exceeded performance benchmarks over a market cycle; (3) consistency of performance across accounts with similar profiles; and (4) communication with other portfolio managers within the research process. Benchmarks for measuring performance can either be broad based or narrow based indices which will vary based on client expectations. The Growth Team also considers each portfolio manager's individual performance, his or her contribution to the overall performance of the strategy long-term and his/her ability to work as a member of the Team. The Growth Team's decision may also be influenced by the following: the performance of GSAM, the profitability of Goldman, Sachs & Co. ("Goldman Sachs") and anticipated compensation levels among competitor firms. Other Compensation. In addition to base salary and performance bonus, GSAM has a number of additional benefits/deferred compensation programs for all portfolio managers in place including: (i) a 401k program that enables employees to direct a percentage of their pretax salary and bonus income into a tax-qualified retirement plan; (ii) a profit sharing program to which Goldman Sachs makes a pretax contribution; and (iii) investment opportunity programs in which certain professionals are eligible to participate subject to certain net worth requirements. Portfolio managers may also receive grants of restricted stock units and/or stock options as part of their compensation. Certain GSAM portfolio managers may also participate in the firm's Partner Compensation Plan, which covers many of the firm's senior executives. In general, under the Partner Compensation Plan, participants receive a base salary and a bonus (which may be paid in cash or in the form of an equity-based award) that is linked to Goldman Sachs' overall financial performance. (38) The funds pay Wellington Management a fee based on the assets under management of the fund as set forth in the Subadvisory Agreement between Wellington Management and Ameriprise Financial, Inc. with respect to each fund. Wellington Management pays its investment professionals out of its total revenues and other resources, including the advisory fees earned with respect to each fund. The following information relates to the fiscal year ended May 31, 2007. Wellington Management's compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Management's compensation of the Investment Professionals includes a base salary and incentive components. The base salary for each Investment Professional who is a partner of Wellington Management is determined by the Managing Partners of the firm. A partner's base salary is generally a fixed amount that may change as a result of an annual review. The base salary for all other Investment Professionals is determined by their experience and performance in their role as an Investment Professional. Base salaries for employees are reviewed annually and may be adjusted based on the recommendation of the Investment Professional's business manager, using guidelines established by Wellington Management's Compensation Committee, which has final oversight responsibility for base salaries for employees of the firm. Each Investment Professional is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the fund managed by the Investment Professional and generally each other portfolio managed by such Investment Professional. Each Investment Professional's incentive payment relating to the Funds is linked to the gross pre-tax Statement of Additional Information - Sept. 28, 2007 Page 140 performance of the Funds compared to the benchmark or peer group identified below over one and three year periods, with an emphasis on three year results. Wellington Management applies similar incentive structures (although the benchmarks or peer groups, time periods and rates may differ) to other portfolios managed by the Investment Professional, including portfolios with performance fees. Portfolio-based incentives across all portfolios managed by an Investment Professional can, and typically do, represent a significant portion of a Investment Professional's overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. Some Investment Professionals are also eligible for bonus payments based on their overall contribution to Wellington Management's business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on factors other than portfolio performance. Each partner of Wellington Management is also eligible to participate in a partner-funded tax qualified retirement plan, the contributions to which are made pursuant to an actuarial formula, as a partner of the firm. Mr. Abrams, Boselli and Shilling are partners of the firm.
------------------------------------------------------------------------ BENCHMARK INDEX AND/OR PEER GROUP FOR FUND INCENTIVE PERIOD ------------------------------------------------------------------------ Small Cap Equity Fund Russell 2000 Index ------------------------------------------------------------------------ Fundamental Growth Fund Russell 1000 Growth Index ------------------------------------------------------------------------
(39) Kenneth Feinberg's compensation as a Davis Advisors employee consists of (i) a base salary, (ii) an annual bonus equal to a percentage of growth in Davis Advisors' profits, (iii) awards of equity ("Units") in Davis Advisors including Units, options on Units, and/or phantom Units, and (iv) an incentive plan whereby Davis Advisors purchases shares in selected funds managed by Davis Advisors. At the end of specified periods, generally five years following the date of purchase, some, all, or none of the fund shares will be registered in the employee's name based on fund performance after expenses on a pre-tax basis versus the S&P 500 Index and versus peer groups as defined by Morningstar or Lipper. Davis Advisors' portfolio managers are provided benefits packages including life insurance, health insurance, and participation in company 401(k) plan comparable to that received by other company employees. Christopher Davis's annual compensation as an employee of Davis Advisors consists of a base salary. Davis Advisors' portfolio managers are provided benefits packages including life insurance, health insurance, and participation in company 401(k) plan comparable to that received by other company employees. (40) Lord Abbett compensates its portfolio managers on the basis of salary, bonus and profit sharing plan contributions. The level of compensation takes into account the portfolio manager's experience, reputation and competitive market rates. Fiscal year-end bonuses, which can be a substantial percentage of base level compensation, are determined after an evaluation of various factors. These factors include the portfolio manager's investment results and style consistency, the dispersion among funds with similar objectives, the risk taken to achieve the fund returns, and similar factors. Investment results are evaluated based on an assessment of the portfolio manager's three- and five-year investment returns on a pre-tax basis vs. both the appropriate style benchmarks and the appropriate peer group rankings. Finally, there is a component of the bonus that reflects leadership and management of the investment team. The evaluation does not follow a formulaic approach, but rather is reached following a review of these factors. No part of the bonus payment is based on the portfolio manager's assets under management, the revenues generated by those assets, or the profitability of the portfolio manager's unit. Lord Abbett does not manage hedge funds. Lord Abbett may designate a bonus payment of a manager for participation in the firm's senior incentive compensation plan, which provides for a deferred payout over a five-year period. The plan's earnings are based on the overall asset growth of the firm as a whole. Lord Abbett believes this incentive focuses portfolio managers on the impact their fund's performance has on the overall reputation of the firm as a whole and encourages exchanges of investment ideas among investment professionals managing different mandates. Lord Abbett provides a 401(k) profit-sharing plan for all eligible employees. Contributions to a portfolio manager's profit-sharing account are based on a percentage of the portfolio manager's total base and bonus paid during the fiscal year, subject to a specified maximum amount. The assets of this profit-sharing plan are entirely invested in Lord Abbett-sponsored funds. Statement of Additional Information - Sept. 28, 2007 Page 141 (41) All employees at Donald Smith & Co., Inc. are compensated on incentive plans. The compensation for portfolio managers, analysts and traders at Donald Smith consists of a base salary, a partnership interest in the firm's profits, and possibly an additional, discretionary bonus. This discretionary bonus can exceed 100% of the base salary if performance for clients exceeds established benchmarks. The current benchmark utilized is the Russell 2000 Value Index. Additional distribution of firm ownership is a strong motivation for continued employment at Donald Smith & Co., Inc. Administrative personnel are also given a bonus as a function of their contribution and the profitability of the firm. (42) FPA's portfolio managers are encouraged and expected to work as a team. Compensation is commensurate with their performance and that of the firm. The percentage of compensation derived from base salary, bonus and other incentives varies widely across the firm and is dependent on the area of responsibility and seniority of the employee. FPA feels that the salary component of its compensation structure is competitive with other investment managers. All of our investment professionals participate in a deferred compensation arrangement; they receive a share of the firm's profits which are allocated to an account, payable at a future point in time, provided they remain with the firm. (43) In addition to base salary, all portfolio managers and analysts share in a bonus pool that is distributed semi-annually. Analysts and portfolio managers are rated on their value added to the team-oriented investment process. Overall compensation applies with respect to all accounts managed and compensation does not differ with respect to distinct accounts managed by a portfolio manager. Compensation is not tied to a published or private benchmark. It is important to understand that contributions to the overall investment process may include not recommending securities in an analyst's sector if there are no compelling opportunities in the industries covered by that analyst. The compensation of portfolio managers is not directly tied to fund performance or growth in assets for any fund or other account managed by a portfolio manager and portfolio managers are not compensated for bringing in new business. Of course, growth in assets from the appreciation of existing assets and/or growth in new assets will increase revenues and profit. The consistent, long-term growth in assets at any investment firm is to a great extent, dependent upon the success of the portfolio management team. The compensation of the portfolio management team at the Adviser will increase over time, if and when assets continue to grow through competitive performance. (44) MetWest Capital's compensation system is designed not only to attract and retain experienced, highly qualified investment personnel, but also to closely align employees' interests with clients' interests. Compensation for investment professionals consists of a base salary, bonus, and generous benefits. Benefits include a comprehensive insurance benefits program (medical, vision and dental), 401(k) plan with an employer-matched contribution. A material portion of each such professional's annual compensation is in the form of a bonus tied to results relative to clients' benchmarks and overall client satisfaction. Bonuses may range from 20% to over 100% of salary. MetWest Capital's compensation system is not determined on an account-specific basis. Rather, bonuses are tied to overall firm profitability and composite performance relative to the benchmark. The primary benchmark for the Small Cap Intrinsic Value strategy is the Russell 2000 Value Index. To reinforce long-term focus, performance is measured over MetWest Capital's investment horizon (typically two to three years). Analysts are encouraged to maintain a long-term focus and are not compensated for the number of their recommendations that are purchased in the portfolio. Rather, their bonuses are tied to overall strategy performance. Mr. Lisenbee is an owner of MetWest Capital. As such, his compensation consists of a fixed salary and participation in the firm's profits. (45) The portfolio manager's compensation as a Threadneedle Investments employee consists of (i) a base salary, (ii) an annual cash bonus, and (iii) an equity incentive award in the form of stock options and/or restricted stock. The annual bonus is paid from a team bonus pool that is based on both mutual fund and institutional portfolio performance. Funding for the bonus pool is determined by the aggregate market competitive bonus targets for the teams of which the portfolio manager is a member and by the short-term (typically one year) and Statement of Additional Information - Sept. 28, 2007 Page 142 long-term (typically three year) performance of the accounts compared to applicable benchmarks. Senior management of Threadneedle Investments has the discretion to increase or decrease the size of the bonus pool and to determine the exact amount of each portfolio manager's bonus based on his/her performance as an employee. Threadneedle Investments portfolio managers are provided with a benefits package, including life insurance, health insurance, and participation in a company pension plan, comparable to that received by other Threadneedle Investments employees. Depending upon their job level, Threadneedle Investments portfolio managers may also be eligible for other benefits or perquisites that are available to all Threadneedle Investments employees at the same job level. (46) As of October 31, 2006, the portfolio managers receive all of their compensation from Columbia WAM and its parent company. P. Zachary Egan, and Louis J. Mendes each received compensation in the form of salary and bonus. In addition, Mr. Egan received a distribution in connection with his association with Columbia WAM prior to its acquisition in September 2000 and Columbia WAM's recent performance. Mr. Mendes participated in a supplemental pool for Columbia WAM employees that was established in connection with the acquisition of Columbia WAM and was based on Columbia WAM's recent performance. All analysts and portfolio managers have performance benchmarks. Analyst performance is compared to assigned industry or region stock performance within benchmark indices while portfolio manager performance is compared to entire benchmark indices. Performance compared to benchmark indices is the dominant performance evaluation factor for all analysts and managers. Industry (or country) weighting recommendations are the second most important factor for analysts. Other factors are assets managed, new analyst mentoring, teamwork, and managerial, marketing, compliance and other qualitative contributions. Analysts and managers are positioned in a number of compensation tiers based on cumulative performance. Excellent performance results in advancement to a higher tier each two or three years, until the highest tier is reached. Higher tiers have higher base compensation levels and wider bonus ranges. While cumulative performance places analysts and managers in tiers, current year performance drives changes in cash bonus levels. Cash incentive bonuses vary by tier, and can range between a fraction of base pay to several times base pay; the objective being to provide very competitive total compensation for high performers. Typically, a very high proportion of an analyst's or manager's bonus is paid in cash with a smaller proportion going into an investment program where the employee can select Columbia mutual funds as their investment vehicle. Bank of America restricted stock or options may also be part of an individual's compensation. These mutual fund investments and Bank of America restricted stock or options vest over three years. (47) Principal Global Investors offers all employees a competitive salary and incentive compensation plan that is evaluated annually. Percentages of base salary versus performance bonus vary by position but are based on nationally competitive market data and are consistent with industry standards. Total cash compensation is targeted at the median of the market and benefits are targeted slightly above median. The investment staff is compensated under a base salary plus variable annual bonus (incentive compensation). The incentive compensation plan for equity portfolio managers is 90% weighted to investment performance and 10% weighted to Principal Global Investors annual performance score. The target incentive for equity portfolio managers ranges from 150% to 350% of actual base earnings, depending on job level. - Investment performance is based on gross performance versus a benchmark, peer group or both, depending on the client mandate. - Performance versus peers is measured for a period up to three years (shorter if the portfolio manager has managed the respective portfolio for a period less than three years). - Versus the peer group, incentive payout starts at 49th percentile and reaches 100% at the 25th percentile for the 1, 2, and 3-year periods. 15% of incentive payout is achieved at 49th percentile. No payout is realized if performance is below 50th percentile. As a wholly owned subsidiary of Principal Financial Group, all Principal Global employees are eligible to participate in our Employee Stock Purchase Plan that allows them to purchase company stock at a 15% discount each quarter. In addition, through our 401(k) plan, employees are able to contribute to an Employee Stock Ownership Plan (ESOP) through which they can buy additional company stock. Statement of Additional Information - Sept. 28, 2007 Page 143 (48) The portfolio managers' cash compensation is comprised primarily of a market-based salary and incentive compensation plans (annual and long term incentive). Funding for the TBCAM Annual Incentive Plan and Long Term Incentive Plan is through a pre-determined fixed percentage of overall TBCAM profitability. Therefore, all bonus awards are based initially on TBCAM's financial performance. The portfolio managers are eligible to receive annual cash bonus awards from the Annual Incentive Plan. Annual incentive opportunities are pre-established for each individual, expressed as a percentage of base salary ("target awards"). Annual awards are determined by applying multiples to this target award (0-2 times target award represents a portfolio manager's range of opportunity) and are capped at a maximum range of incentive opportunity for the job category. Awards are 100% discretionary and regardless of performance will be subject to pool funding availability. Awards are paid in cash on an annual basis. A significant portion of the target opportunity awarded is based upon the one-year and three-year (weighted more heavily) pre-tax performance of the portfolio manager's accounts relative to the performance of the appropriate Lipper and Callan peer groups. Other factors considered in determining the award are individual qualitative performance and the asset size and revenue growth of the products managed. For research analysts and other investment professionals, awards are distributed to the respective product teams (in the aggregate) based upon product performance relative to TBCAM-wide performance measured on the same basis as described above. Further allocations are made to specific team members by the product portfolio manager based upon sector contribution and other qualitative factors. All portfolio managers and analysts are also eligible to participate in the TBCAM Long Term Incentive Plan. This plan provides for an annual award, payable in cash after a three-year cliff vesting period. The value of the award increases during the vesting period based upon the growth in TBCAM's net income (capped at 20% and with a minimum payout of the Mellon 3 year CD rate). (49) MCM's portfolio managers are generally subject to the compensation structure applicable to all MCM employees. As such, Mr. Gendelman's compensation consists of a base salary (reevaluated at least annually), and periodic cash bonuses. Bonuses are typically based on two primary factors: (1) MCM's overall profitability for the period, and (2) individual achievement and contribution. Portfolio manager compensation takes into account, among other factors, the overall performance of all accounts for which the manager provides investment advisory services. Portfolio managers do not receive special consideration based on the performance of particular accounts. Exceptional individual efforts are rewarded through greater participation in the bonus pool. Portfolio manager compensation comes solely from MCM. Although MCM may compare account performance with relevant benchmark indices, portfolio manager compensation is not directly tied to achieving any pre-determined or specified level of performance. In order to encourage a long-term time horizon for managing portfolios, MCM seeks to evaluate the portfolio manager's individual performance over periods longer than the immediate compensation period. In addition, portfolio managers are compensated based on other criteria, including effectiveness of leadership within MCM's Investment Team, contributions to MCM's overall investment performance, discrete securities analysis, and other factors. In addition to his salary and bonus, Mr. Gendelman may participate in other MCM benefits to the same extent and on the same basis as other MCM employees. (50) AllianceBernstein's compensation program for investment professionals is designed to be competitive and effective in order to attract and retain the highest caliber employees. The compensation program for investment professionals is designed to reflect their ability to generate long-term investment success for our clients, including shareholders of the AllianceBernstein Mutual Funds. Investment professionals do not receive any direct compensation based upon the investment returns of any individual client account, nor is compensation tied directly to the level or change in the level of assets under management. Investment professionals' annual compensation is comprised of the following: (i) Fixed base salary: This is generally the smallest portion of compensation. The base salary is a relatively low, fixed salary within a similar range for all investment professionals. The base salary (determined at Statement of Additional Information - Sept. 28, 2007 Page 144 the outset of employment based on level of experience), does not change significantly from year-to-year, and hence, is not particularly sensitive to performance. (ii) Discretionary incentive compensation in the form of an annual cash bonus: AllianceBernstein's overall profitability determines the total amount of incentive compensation available to investment professionals. This portion of compensation is determined subjectively based on qualitative and quantitative factors. In evaluating this component of an investment professional's compensation, AllianceBernstein considers the contribution to his/her team or discipline as it relates to that team's overall contribution to the long-term investment success, business results and strategy of AllianceBernstein. Quantitative factors considered include, among other things, relative investment performance (e.g., by comparison to competitor or peer group funds or similar styles of investments, and appropriate, broad-based or specific market indices), and consistency of performance. There are no specific formulas used to determine this part of an investment professional's compensation and the compensation is not tied to any pre-determined or specified level of performance. AllianceBernstein also considers qualitative factors such as the complexity and risk of investment strategies involved in the style or type of assets managed by the investment professional; success of marketing/business development efforts and client servicing; seniority/length of service with the firm; management and supervisory responsibilities; and fulfillment of AllianceBernstein's leadership criteria. (iii) Discretionary incentive compensation in the form of awards under AllianceBernstein's Partners Compensation Plan ("deferred awards"): AllianceBernstein's overall profitability determines the total amount of deferred awards available to investment professionals. The deferred awards are allocated among investment professionals based on criteria similar to those used to determine the annual cash bonus. There is no fixed formula for determining these amounts. Deferred awards, for which there are various investment options, vest over a four-year period and are generally forfeited if the employee resigns or AllianceBernstein terminates his/her employment. Investment options under the deferred awards plan include many of the same AllianceBernstein Mutual Funds offered to mutual fund investors, thereby creating a close alignment between the financial interests of the investment professionals and those of AllianceBernstein's clients and mutual fund shareholders with respect to the performance of those mutual funds. AllianceBernstein also permits deferred award recipients to allocate up to 50% of their award to investments in AllianceBernstein's publicly traded equity securities (prior to 2002, investment professional compensation also included discretionary long-term incentive in the form of restricted grants of AllianceBernstein's Master Limited Partnership Units). (iv) Contributions under AllianceBernstein's Profit Sharing/401(k) Plan: The contributions are based on AllianceBernstein's overall profitability. The amount and allocation of the contributions are determined at the sole discretion of AllianceBernstein. (51) Compensation for AIGGIC portfolio managers has both a salary and a bonus component. The salary component is a fixed base salary, which is generally based upon several factors, including experience and market levels of salary for such position. The bonus component is based both on a portfolio manager's individual performance and the organizational performance of AIGGIC. The bonus component is generally calculated as follows: (1) 60% is linked to the management of a portfolio manager's funds; (2) 20% is based on AIGGIC's profitability; and (3) 20% is determined on a discretionary basis (including individual qualitative goals). For the 60% component, the measures for a portfolio manager may vary according to the day-to-day responsibilities of a particular portfolio manager. The measures comprise any combination of (a) total return measures, (b) benchmark measures and (c) peer group measures. Any long-term compensation may include stock options and restricted stock units, both having vesting schedules. (52) Portfolio manager compensation includes a combination of base salary, annual bonus and long-term incentive compensation, as well as a generous benefits package made available to all Batterymarch employees on a non- discretionary basis. The bonus and long term incentive compensation is discretionary compensation; the amount of such awards is determined on an annual basis following the completion of the firm's fiscal year. The overall "pool" of Statement of Additional Information - Sept. 28, 2007 Page 145 discretionary compensation is based on the profitability of the firm for each fiscal year. Individual allocation to portfolio managers is based on several factors, including: - Short term and longer term investment performance of the product that the portfolio manager works on. Longer term performance is generally three to five year performance. Performance is evaluated on an aggregate product basis that the portfolio manager is responsible for and is not analyzed by any individual client portfolio, such as the Fund. The analysis of this performance is based on comparison to an appropriate published index for a particular product as well as a comparison to a group of peer managers. There is no fixed formula used in this analysis; - Portfolio manager assistance in servicing clients; and - Portfolio manager contribution to new business development. Portfolio manager compensation is not tied to, nor increased or decreased as the result of, any performance fees that may be earned by Batterymarch. As noted above, compensation is not impacted by the investment performance of any one client account; all performance analysis is reviewed on an aggregate product basis. Portfolio managers do not receive a percentage of the revenue earned on any of Batterymarch's client portfolios. (53) Ron Mushock and Kevin McCreesh are partners of the firm and co-Portfolio managers for the strategy. Employee-owners receive income distributions scaled to the company's profit margins. Other investment professionals are compensated with both a competitive salary and an annual performance bonus determined by their contribution to our investment process and its results. Other factors influencing the performance bonus include overall growth and profitability of the firm and client service responsibilities. Systematic's ability to offer equity ownership to senior professionals also provides a significant incentive for our investment team. Moreover, Messrs. Mushock and McCreesh are provided with a benefits package, including health insurance, and participation in a company 401(k) plan, comparable to that received by other Systematic employees. (54) WEDGE's incentive compensation has been structured to reward all professionals for their contribution to the growth and profitability of the firm. General Partners are compensated via a percentage of the firm's net profitability following a peer review, which focuses on performance in their specific area of responsibility, as well as their contribution to the general management of the firm, and their importance to the firm in the future. Other investment professionals' compensation is based on similar criteria including relative short and long-term portfolio performance as compared to both the index and a universe of peer managers. Statement of Additional Information - Sept. 28, 2007 Page 146 ADMINISTRATIVE SERVICES Each fund listed in the table below has an Administrative Services Agreement with Ameriprise Financial. Under this agreement, the fund pays Ameriprise Financial for providing administration and accounting services. The fee is calculated as follows: TABLE 20. ADMINISTRATIVE SERVICES AGREEMENT FEE SCHEDULE
- --------------------------------------------------------------------------------------------------------------------------------- ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES --------------------------------------------------------------------------------------- $500,000,001 - $1,000,000,001 - $3,000,000,001 - FUND $0 - 500,000,000 1,000,000,000 3,000,000,000 $12,000,000,000 12,000,000,001 + - --------------------------------------------------------------------------------------------------------------------------------- Absolute Return Currency and Income 0.080% 0.075% 0.070% 0.060% 0.050% Disciplined International Equity Disciplined Small Cap Value Emerging Markets Emerging Markets Bond European Equity Global Bond Global Equity International Aggressive Growth International Equity International Opportunity International Select Value International Small Cap Small Cap Advantage Small Cap Equity Small Cap Growth Small Cap Value Small Company Index Strategic Allocation - --------------------------------------------------------------------------------------------------------------------------------- California Tax-Exempt 0.070% 0.065% 0.060% 0.050% 0.040% Core Bond Diversified Bond Floating Rate High-Yield Bond Income Opportunities Inflation Protected Intermediate Tax-Exempt Limited Duration Bond Massachusetts Tax-Exempt Michigan Tax-Exempt Minnesota Tax-Exempt New York Tax-Exempt Ohio Tax-Exempt Short Duration U.S. Government Strategic Income Allocation Tax-Exempt Bond Tax-Exempt High Income U.S. Government Mortgage - ---------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 147
- --------------------------------------------------------------------------------------------------------------------------------- ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES --------------------------------------------------------------------------------------- $500,000,001 - $1,000,000,001 - $3,000,000,001 - FUND $0 - 500,000,000 1,000,000,000 3,000,000,000 $12,000,000,000 12,000,000,001 + - --------------------------------------------------------------------------------------------------------------------------------- Aggressive Growth 0.060% 0.055% 0.050% 0.040% 0.030% Balanced Cash Management Disciplined Equity Disciplined Large Cap Growth Disciplined Small and Mid Cap Equity Diversified Equity Income Dividend Opportunity Equity Value Fundamental Growth Fundamental Value Global Technology Growth Large Cap Equity Large Cap Value Mid Cap Growth Mid Cap Value Precious Metals and Mining Real Estate S&P 500 Index Select Value Tax-Exempt Money Market Value - --------------------------------------------------------------------------------------------------------------------------------- Income Builder Basic Income 0.020% 0.020% 0.020% 0.020% 0.020% Income Builder Enhanced Income Income Builder Moderate Income Portfolio Builder Aggressive Portfolio Builder Conservative Portfolio Builder Moderate Portfolio Builder Moderate Aggressive Portfolio Builder Moderate Conservative Portfolio Builder Total Equity Retirement Plus 2010 Retirement Plus 2015 Retirement Plus 2020 Retirement Plus 2025 Retirement Plus 2030 Retirement Plus 2035 Retirement Plus 2040 Retirement Plus 2045 - ---------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 148 The fee is calculated for each calendar day on the basis of net assets as of the close of the preceding day. Fees paid in each of the last three fiscal periods are shown in the table below. The table also shows the daily rate applied to each fund's net assets as of the last day of the most recent fiscal period. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 21. ADMINISTRATIVE FEES
- -------------------------------------------------------------------------------------------------------------------------------- ADMINISTRATIVE SERVICES FEES PAID IN DAILY RATE ---------------------------------------------------- APPLIED TO FUND 2007 2006 2005 FUND ASSETS - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Aggressive $86,301 $51,235 $13,785(a) 0.020% - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Conservative 24,051 17,895 5,969(a) 0.020 - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate 138,034 85,545 23,460(a) 0.020 - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Aggressive 172,602 104,658 28,002(a) 0.020 - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Conservative 50,763 34,371 10,779(a) 0.020 - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Total Equity 76,312 41,435 10,959(a) 0.020 - -------------------------------------------------------------------------------------------------------------------------------- S&P 500 Index 153,231 222,321 319,791 0.060 - -------------------------------------------------------------------------------------------------------------------------------- Small Company Index 867,030 861,455 784,439 0.077 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - -------------------------------------------------------------------------------------------------------------------------------- Equity Value 674,042 558,514 454,202 0.056 - -------------------------------------------------------------------------------------------------------------------------------- Precious Metals and Mining 67,215 50,123 51,848 0.060 - -------------------------------------------------------------------------------------------------------------------------------- Small Cap Advantage 534,163 568,712 491,869 0.079 - -------------------------------------------------------------------------------------------------------------------------------- Small Cap Growth 173,239 180,537 224,042 0.080 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2010 1,779(b) N/A N/A 0.020 - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2015 1,861(b) N/A N/A 0.020 - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2020 2,961(b) N/A N/A 0.020 - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2025 2,293(b) N/A N/A 0.020 - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2030 2,579(b) N/A N/A 0.020 - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2035 1,548(b) N/A N/A 0.020 - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2040 2,928(b) N/A N/A 0.020 - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2045 586(b) N/A N/A 0.020 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - -------------------------------------------------------------------------------------------------------------------------------- Aggressive Growth 334,364 130,418 24,630 0.059 - -------------------------------------------------------------------------------------------------------------------------------- Fundamental Growth 140,084 83,643 31,978 0.060 - -------------------------------------------------------------------------------------------------------------------------------- Fundamental Value 645,012 658,982 458,121 0.056 - -------------------------------------------------------------------------------------------------------------------------------- High Yield Bond 1,259,292 1,328,295 1,219,476 0.064 - -------------------------------------------------------------------------------------------------------------------------------- Income Builder Basic Income 25,671 581(c) N/A 0.020 - -------------------------------------------------------------------------------------------------------------------------------- Income Builder Enhanced Income 37,153 1,226(c) N/A 0.020 - -------------------------------------------------------------------------------------------------------------------------------- Income Builder Moderate Income 58,560 1,394(c) N/A 0.020 - -------------------------------------------------------------------------------------------------------------------------------- Select Value 355,085 443,873 427,460 0.059 - -------------------------------------------------------------------------------------------------------------------------------- Short Duration U.S. Government 623,283 821,082 960,018 0.068 - -------------------------------------------------------------------------------------------------------------------------------- Small Cap Equity 267,622 205,335 129,820 0.080 - -------------------------------------------------------------------------------------------------------------------------------- Small Cap Value 754,675 858,118 824,914 0.078 - -------------------------------------------------------------------------------------------------------------------------------- U.S. Government Mortgage 196,713 172,175 152,145 0.070 - -------------------------------------------------------------------------------------------------------------------------------- Value 239,524 285,079 285,752 0.060 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - -------------------------------------------------------------------------------------------------------------------------------- Dividend Opportunity 884,333 658,242 406,110 0.054 - -------------------------------------------------------------------------------------------------------------------------------- Real Estate 153,117 91,341 41,449 0.060 - --------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 149
- -------------------------------------------------------------------------------------------------------------------------------- ADMINISTRATIVE SERVICES FEES PAID IN DAILY RATE ---------------------------------------------------- APPLIED TO FUND 2007 2006 2005 FUND ASSETS - -------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - -------------------------------------------------------------------------------------------------------------------------------- Cash Management 2,141,669 1,741,492 1,016,703 0.048 - -------------------------------------------------------------------------------------------------------------------------------- Core Bond 159,975 133,655 78,241 0.070 - -------------------------------------------------------------------------------------------------------------------------------- Disciplined Equity 1,224,572 496,810 29,441 0.053 - -------------------------------------------------------------------------------------------------------------------------------- Disciplined Small and Mid Cap Equity 24,904 1,143(d) N/A 0.060 - -------------------------------------------------------------------------------------------------------------------------------- Disciplined Small Cap Value 20,681 4,615(e) N/A 0.080 - -------------------------------------------------------------------------------------------------------------------------------- Floating Rate 378,190 46,916(e) N/A 0.069 - -------------------------------------------------------------------------------------------------------------------------------- Growth 1,763,087 1,791,547 1,370,094 0.052 - -------------------------------------------------------------------------------------------------------------------------------- Income Opportunities 242,883 253,936 164,038 0.070 - -------------------------------------------------------------------------------------------------------------------------------- Inflation Protected Securities 209,028 169,778 61,197 0.070 - -------------------------------------------------------------------------------------------------------------------------------- Large Cap Equity 3,245,953 2,119,930 860,387 0.046 - -------------------------------------------------------------------------------------------------------------------------------- Large Cap Value 60,574 78,248 67,667 0.060 - -------------------------------------------------------------------------------------------------------------------------------- Limited Duration Bond 105,993 133,102 88,881 0.070 - -------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- 2006 2005 2004 2006 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - -------------------------------------------------------------------------------------------------------------------------------- California Tax-Exempt(f) 149,235 87,771 100,323 0.070 - -------------------------------------------------------------------------------------------------------------------------------- Diversified Bond 1,698,244 1,259,427 1,460,195 0.069 - -------------------------------------------------------------------------------------------------------------------------------- Massachusetts Tax-Exempt(f) 49,506 30,362 37,526 0.070 - -------------------------------------------------------------------------------------------------------------------------------- Michigan Tax-Exempt(f) 40,475 23,283 30,016 0.070 - -------------------------------------------------------------------------------------------------------------------------------- Minnesota Tax-Exempt(f) 286,050 163,503 176,718 0.070 - -------------------------------------------------------------------------------------------------------------------------------- New York Tax-Exempt(f) 57,973 36,031 43,576 0.070 - -------------------------------------------------------------------------------------------------------------------------------- Ohio Tax-Exempt(f) 40,235 24,486 31,477 0.070 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - -------------------------------------------------------------------------------------------------------------------------------- Balanced 697,753 524,986 588,644 0.056 - -------------------------------------------------------------------------------------------------------------------------------- Disciplined Large Cap Growth* N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Diversified Equity Income 2,960,505 1,216,876 942,358 0.045 - -------------------------------------------------------------------------------------------------------------------------------- Mid Cap Value 854,082 385,071 170,293 0.054 - -------------------------------------------------------------------------------------------------------------------------------- Strategic Allocation 948,662 383,942 390,084 0.075 - -------------------------------------------------------------------------------------------------------------------------------- Strategic Income Allocation N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - -------------------------------------------------------------------------------------------------------------------------------- Absolute Return Currency and Income 15,823(g) N/A N/A 0.080 - -------------------------------------------------------------------------------------------------------------------------------- Disciplined International Equity 14,739(h) N/A N/A 0.080 - -------------------------------------------------------------------------------------------------------------------------------- Emerging Markets 406,991 351,359 271,857 0.080 - -------------------------------------------------------------------------------------------------------------------------------- Emerging Markets Bond 21,248(i) N/A N/A 0.080 - -------------------------------------------------------------------------------------------------------------------------------- European Equity 89,350 75,504 78,835 0.080 - -------------------------------------------------------------------------------------------------------------------------------- Global Bond 412,783 342,324 314,640 0.080 - -------------------------------------------------------------------------------------------------------------------------------- Global Equity 532,772 305,907 284,795 0.078 - -------------------------------------------------------------------------------------------------------------------------------- Global Technology 101,197 112,326 131,702 0.060 - -------------------------------------------------------------------------------------------------------------------------------- International Aggressive Growth 347,819 240,889 149,750 0.080 - -------------------------------------------------------------------------------------------------------------------------------- International Equity 146,048 127,687 88,536 0.080 - -------------------------------------------------------------------------------------------------------------------------------- International Opportunity 470,847 331,818 255,871 0.079 - -------------------------------------------------------------------------------------------------------------------------------- International Select Value 1,306,775 861,655 549,050 0.074 - -------------------------------------------------------------------------------------------------------------------------------- International Small Cap 83,383 74,264 46,103 0.080 - --------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 150
- -------------------------------------------------------------------------------------------------------------------------------- ADMINISTRATIVE SERVICES FEES PAID IN DAILY RATE ---------------------------------------------------- APPLIED TO FUND 2006 2005 2004 FUND ASSETS - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - -------------------------------------------------------------------------------------------------------------------------------- Intermediate Tax-Exempt 74,912 64,053 69,058 0.070 - -------------------------------------------------------------------------------------------------------------------------------- Mid Cap Growth 946,943 1,023,124 1,056,445 0.056 - -------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Bond 544,894 321,037 323,368 0.068 - -------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt High Income 2,064,819 1,505,060 1,447,459 0.062 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING DECEMBER 31 - -------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Money Market 69,922 42,768 45,528 0.060 - --------------------------------------------------------------------------------------------------------------------------------
* As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. (a) For the period from March 4, 2004 (when shares became publicly available) to Jan. 31, 2005. (b) For the period from May 18, 2006 (when shares became publicly available) to April 30, 2007. (c) For the period from Feb. 16, 2006 (when shares became publicly available) to May 31, 2006. (d) For the period from May 18, 2006 (when shares became publicly available) to July 31, 2006. (e) For the period from Feb. 16, 2006 (when shares became publicly available) to July 31, 2006. (f) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. For 2006, the information shown is for the period from July 1, 2005 through Aug. 31, 2006. For years prior to 2006, the fiscal period ended on June 30. (g) For the period from June 15, 2006 (when the Fund became available) to Oct. 31, 2006. (h) For the period from May 18, 2006 (when shares became publicly available) to Oct. 31, 2006. (i) For the period from Feb. 16, 2006 (when shares became publicly available) to Oct. 31, 2006. Third parties with which Ameriprise Financial contracts to provide services for the fund or its shareholders may pay a fee to Ameriprise Financial to help defray the cost of providing administrative and accounting services. The amount of any such fee is negotiated separately with each service provider and does not constitute compensation for investment advisory, distribution, or other services. Payment of any such fee neither increases nor reduces fees or expenses paid by shareholders of the fund. Statement of Additional Information - Sept. 28, 2007 Page 151 TRANSFER AGENCY SERVICES Each fund has a Transfer Agency Agreement with RiverSource Service Corporation (the "transfer agent") located at 734 Ameriprise Financial Center, Minneapolis, MN 55474. This agreement governs RiverSource Service Corporation's responsibility for administering and/or performing transfer agent functions, for acting as service agent in connection with dividend and distribution functions and for performing shareholder account administration agent functions in connection with the issuance, exchange and redemption or repurchase of the fund's shares. CLASS A, CLASS B, CLASS C AND CLASS D. For Class A, Class B, Class C and Class D, RiverSource Service Corporation will earn a fee from the fund determined by multiplying the number of shareholder accounts at the end of the day by a rate determined for each class per year and dividing by the number of days in the year. The fund will pay on the basis of the relative percentage of net assets of each class of shares, first allocating the base fee (equal to Class A shares) across share classes, and then allocating the incremental per share class fee, based on the number of shareholder accounts. The fee varies depending on the investment category of the fund. You can find your fund's investment category in Table 1. BALANCED, EQUITY, FUNDS-OF-FUNDS - EQUITY FUNDS The annual per account fee accrued daily and payable monthly, for the applicable classes is as follows:
Class A Class B Class C Class D ------- ------- ------- ------- $19.50 $20.50 $20.00 $19.50
FUNDS-OF-FUNDS - FIXED INCOME, STATE TAX-EXEMPT FIXED INCOME, TAXABLE FIXED INCOME, TAX-EXEMPT FIXED INCOME FUNDS The annual per account fee accrued daily and payable monthly, for the applicable classes is as follows:
Class A Class B Class C ------- ------- ------- $20.50 $21.50 $21.00
MONEY MARKET FUNDS For Cash Management Fund and Tax-Exempt Money Market Fund, the annual per account fee accrued daily and payable monthly, for the applicable classes is as follows. The fee for Tax-Exempt Money Market Fund, which does not have separate classes of shares, is the same as that applicable to Class A:
Class A Class B Class C ------- ------- ------- $22.00 $23.00 $22.50
CLASS E, CLASS R2, CLASS R3, CLASS R4, CLASS R5, CLASS W AND CLASS Y. For Class E, Class R2, Class R3, Class R4, Class R5, Class W and Class Y, RiverSource Service Corporation will earn a fee from the fund, accrued daily and payable monthly, determined by multiplying the average daily net assets of the applicable class by the annual rate shown below:
Class E Class R2 Class R3 Class R4 Class R5 Class W Class Y ------- -------- -------- -------- -------- ------- ------- 0.05% 0.05% 0.05% 0.05% 0.05% 0.20% 0.05%
In addition, an annual closed-account fee of $5.00 per inactive account is charged on a pro rata basis for 12 months from the date the account becomes inactive. The fees paid to RiverSource Service Corporation may be changed by the Board without shareholder approval. Statement of Additional Information - Sept. 28, 2007 Page 152 PLAN ADMINISTRATION SERVICES The funds* have a Plan Administration Services Agreement with the transfer agent. Under the agreement the fund pays for plan administration services, including services such as implementation and conversion services, account set-up and maintenance, reconciliation and account recordkeeping, education services and administration to various plan types, including 529 plans, retirement plans and Health Savings Accounts (HSAs). The fee for services is equal on an annual basis to the following percentage of the average daily net assets of the fund attributable to the applicable class:
Class E Class R2 Class R3 Class R4 Class Y ------- -------- -------- -------- ------- 0.15% 0.25% 0.25% 0.25% 0.15%
The fees paid to the transfer agent may be changed by the Board without shareholder approval. DISTRIBUTION SERVICES RiverSource Distributors, Inc. and Ameriprise Financial Services, Inc. (collectively, the distributor), 70100 Ameriprise Financial Center, Minneapolis, MN 55474, both wholly owned subsidiaries of Ameriprise Financial, Inc., serve as the fund's principal underwriter. The fund's shares are offered on a continuous basis. Under a Distribution Agreement, sales charges deducted for distributing fund shares are paid to the distributor daily. The following table shows the sales charges paid to the distributor and the amount retained by the distributor after paying commissions and other expenses for each of the last three fiscal periods. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 22. SALES CHARGES PAID TO DISTRIBUTOR
- --------------------------------------------------------------------------------------------------------------------------------- AMOUNT RETAINED AFTER PAYING SALES CHARGES PAID TO DISTRIBUTOR COMMISSIONS AND OTHER EXPENSES ---------------------------------------------------------------------------------------------- FUND 2007 2006 2005 2007 2006 2005 - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Aggressive $3,260,693 $3,095,956 $2,689,735(a) $1,029,231 $1,116,369 $1,129,812(a) - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Conservative 455,765 577,821 722,689(a) 94,296 105,590 178,650(a) - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate 4,127,743 4,118,788 3,810,185(a) 1,084,978 1,075,302 1,309,727(a) - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate 6,845,238 7,078,581 6,114,118(a) 2,326,266 2,691,706 2,610,071(a) Aggressive - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate 1,084,727 1,286,540 1,603,913(a) 252,979 274,017 530,042(a) Conservative - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Total Equity 2,414,356 1,845,156 1,393,255(a) 594,766 518,093 509,719(a) - --------------------------------------------------------------------------------------------------------------------------------- S&P 500 Index N/A - No N/A N/A N/A N/A N/A sales charge - --------------------------------------------------------------------------------------------------------------------------------- Small Company Index 973,579 1,228,665 1,511,932 220,620 337,031 554,278 - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - --------------------------------------------------------------------------------------------------------------------------------- Equity Value 928,630 645,442 740,741 86,064 116,536 258,954 - --------------------------------------------------------------------------------------------------------------------------------- Precious Metals and Mining 178,460 104,779 141,256 33,944 21,277 58,658 - --------------------------------------------------------------------------------------------------------------------------------- Small Cap Advantage 569,430 986,996 1,972,996 100,405 276,857 774,287 - --------------------------------------------------------------------------------------------------------------------------------- Small Cap Growth 265,315 401,382 636,221 52,127 127,479 251,743 - ---------------------------------------------------------------------------------------------------------------------------------
- --------------- * Currently, tax-exempt and state tax-exempt funds do not have classes of shares that are subject to this fee. Statement of Additional Information - Sept. 28, 2007 Page 153
- --------------------------------------------------------------------------------------------------------------------------------- AMOUNT RETAINED AFTER PAYING SALES CHARGES PAID TO DISTRIBUTOR COMMISSIONS AND OTHER EXPENSES ---------------------------------------------------------------------------------------------- FUND 2007 2006 2005 2007 2006 2005 - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2010 2,283(b) N/A N/A (6,048)(b) N/A N/A - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2015 35,493(b) N/A N/A 27,942(b) N/A N/A - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2020 35,121(b) N/A N/A 23,828(b) N/A N/A - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2025 38,880(b) N/A N/A 25,335(b) N/A N/A - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2030 29,205(b) N/A N/A 15,221(b) N/A N/A - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2035 21,303(b) N/A N/A 13,718(b) N/A N/A - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2040 14,822(b) N/A N/A 7,670(b) N/A N/A - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2045 10,606(b) N/A N/A 5,832(b) N/A N/A - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - --------------------------------------------------------------------------------------------------------------------------------- Aggressive Growth 359,329 217,559 166,200 63,452 44,653 72,464 - --------------------------------------------------------------------------------------------------------------------------------- Fundamental Growth 53,206 69,062 109,110 11,221 15,922 43,395 - --------------------------------------------------------------------------------------------------------------------------------- Fundamental Value 1,266,023 1,915,417 2,827,644 158,689 406,545 1,038,987 - --------------------------------------------------------------------------------------------------------------------------------- High Yield Bond 1,787,813 2,479,319 3,295,433 139,630 682,596 1,011,136 - --------------------------------------------------------------------------------------------------------------------------------- Income Builder Basic Income 1,155,448 128,246(c) N/A 6,089 25,697(c) N/A - --------------------------------------------------------------------------------------------------------------------------------- Income Builder Enhanced Income 1,678,918 326,707(c) N/A 287,006 73,038(c) N/A - --------------------------------------------------------------------------------------------------------------------------------- Income Builder Moderate Income 2,955,938 437,903(c) N/A 435,561 109,389(c) N/A - --------------------------------------------------------------------------------------------------------------------------------- Select Value 518,110 945,839 1,633,975 61,797 213,839 582,671 - --------------------------------------------------------------------------------------------------------------------------------- Short Duration U.S. Government 962,025 1,908,960 3,842,195 (85,482) 482,228 1,629,476 - --------------------------------------------------------------------------------------------------------------------------------- Small Cap Equity 309,112 604,021 523,687 95,646 190,699 187,706 - --------------------------------------------------------------------------------------------------------------------------------- Small Cap Value 1,147,620 1,616,642 2,787,117 249,915 478,093 1,053,640 - --------------------------------------------------------------------------------------------------------------------------------- U.S. Government Mortgage 252,402 442,638 631,090 (67,241) 61,137 197,759 - --------------------------------------------------------------------------------------------------------------------------------- Value 267,672 474,692 836,914 (2,163) 83,140 248,868 - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - --------------------------------------------------------------------------------------------------------------------------------- Dividend Opportunity 2,653,148 1,665,096 1,604,180 266,495 207,486 523,080 - --------------------------------------------------------------------------------------------------------------------------------- Real Estate 813,437 598,431 556,465 218,298 180,632 223,572 - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - --------------------------------------------------------------------------------------------------------------------------------- Cash Management 437,392 718,247 994,923 423,832 714,638 993,250 - --------------------------------------------------------------------------------------------------------------------------------- Core Bond 117,004 180,034 207,266 31,663 62,588 90,811 - --------------------------------------------------------------------------------------------------------------------------------- Disciplined Equity 661,751 322,731 126,376 140,529 67,609 47,059 - --------------------------------------------------------------------------------------------------------------------------------- Disciplined Small and Mid Cap 55,865 1,760(d) N/A 9,445 852(d) N/A Equity - --------------------------------------------------------------------------------------------------------------------------------- Disciplined Small Cap Value 15,644 6,304(e) N/A 1,960 1,708(e) N/A - --------------------------------------------------------------------------------------------------------------------------------- Floating Rate 1,282,342 364,914(e) N/A (554,729) (118,354)(e) N/A - --------------------------------------------------------------------------------------------------------------------------------- Growth 3,028,179 4,553,722 3,540,317 548,978 955,528 1,430,279 - --------------------------------------------------------------------------------------------------------------------------------- Income Opportunities 320,351 486,593 891,368 (6,952) 108,764 201,999 - --------------------------------------------------------------------------------------------------------------------------------- Inflation Protected Securities 105,703 326,780 429,879 18,732 47,098 84,033 - --------------------------------------------------------------------------------------------------------------------------------- Large Cap Equity 4,596,427 3,400,059 1,812,939 641,330 629,348 723,158 - --------------------------------------------------------------------------------------------------------------------------------- Large Cap Value 102,472 123,212 196,360 26,452 37,908 71,406 - --------------------------------------------------------------------------------------------------------------------------------- Limited Duration Bond 136,687 220,446 393,925 28,890 28,711 115,701 - ---------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 154
- --------------------------------------------------------------------------------------------------------------------------------- AMOUNT RETAINED AFTER PAYING SALES CHARGES PAID TO DISTRIBUTOR COMMISSIONS AND OTHER EXPENSES ---------------------------------------------------------------------------------------------- FUND 2006 2005 2004 2006 2005 2004 - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - --------------------------------------------------------------------------------------------------------------------------------- California Tax-Exempt(f) 212,157 218,698 246,897 77,373 111,053 96,481 - --------------------------------------------------------------------------------------------------------------------------------- Diversified Bond 2,757,988 3,072,387 3,926,269 788,192 1,203,503 1,516,544 - --------------------------------------------------------------------------------------------------------------------------------- Massachusetts Tax-Exempt(f) 107,050 98,324 163,094 45,035 44,188 67,903 - --------------------------------------------------------------------------------------------------------------------------------- Michigan Tax-Exempt(f) 54,648 68,367 108,759 (3,556) 20,700 48,877 - --------------------------------------------------------------------------------------------------------------------------------- Minnesota Tax-Exempt(f) 480,402 463,661 645,851 102,088 141,616 225,724 - --------------------------------------------------------------------------------------------------------------------------------- New York Tax-Exempt(f) 89,560 134,248 155,512 19,641 63,799 65,578 - --------------------------------------------------------------------------------------------------------------------------------- Ohio Tax-Exempt(f) 68,092 55,404 113,361 19,353 9,152 35,469 - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - --------------------------------------------------------------------------------------------------------------------------------- Balanced 400,884 501,366 735,450 59,347 168,698 240,733 - --------------------------------------------------------------------------------------------------------------------------------- Disciplined Large Cap Growth* N/A N/A N/A N/A N/A N/A - --------------------------------------------------------------------------------------------------------------------------------- Diversified Equity Income 12,904,884 9,791,165 10,301,867 2,114,315 2,664,788 2,933,886 - --------------------------------------------------------------------------------------------------------------------------------- Mid Cap Value 4,477,119 3,098,747 2,377,837 1,010,224 986,793 837,278 - --------------------------------------------------------------------------------------------------------------------------------- Strategic Allocation 3,667,041 1,083,154 989,579 739,852 244,136 316,545 - --------------------------------------------------------------------------------------------------------------------------------- Strategic Income Allocation* N/A N/A N/A N/A N/A N/A - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - --------------------------------------------------------------------------------------------------------------------------------- Absolute Return Currency and 0(g) N/A N/A 0(g) N/A N/A Income - --------------------------------------------------------------------------------------------------------------------------------- Disciplined International Equity 4,700(h) N/A N/A 434(h) N/A N/A - --------------------------------------------------------------------------------------------------------------------------------- Emerging Markets 1,075,586 798,990 556,829 (9,848,080) (6,658,875) (6,660,972) - --------------------------------------------------------------------------------------------------------------------------------- Emerging Markets Bond 11,348(i) N/A N/A 2,036(i) N/A N/A - --------------------------------------------------------------------------------------------------------------------------------- European Equity 107,816 N/A N/A 29,463 N/A N/A - --------------------------------------------------------------------------------------------------------------------------------- Global Bond 447,007 765,438 956,580 320,724 390,806 536,364 - --------------------------------------------------------------------------------------------------------------------------------- Global Equity 1,272,084 778,062 467,198 218,974 211,977 203,564 - --------------------------------------------------------------------------------------------------------------------------------- Global Technology 242,177 328,770 591,744 29,861 67,485 208,704 - --------------------------------------------------------------------------------------------------------------------------------- International Aggressive Growth 810,514 816,345 796,060 234,619 282,465 360,944 - --------------------------------------------------------------------------------------------------------------------------------- International Equity 243,753 299,410 456,321 64,053 96,946 175,987 - --------------------------------------------------------------------------------------------------------------------------------- International Opportunity 563,174 873,855 997,517 107,305 244,843 371,845 - --------------------------------------------------------------------------------------------------------------------------------- International Select Value 3,895,267 3,425,153 3,105,887 815,331 1,020,350 1,220,539 - --------------------------------------------------------------------------------------------------------------------------------- International Small Cap 173,659 203,543 324,756 37,954 60,817 115,235 - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - --------------------------------------------------------------------------------------------------------------------------------- Intermediate Tax-Exempt 115,280 176,349 306,545 29,590 40,451 86,091 - --------------------------------------------------------------------------------------------------------------------------------- Mid Cap Growth 1,388,577 1,821,533 3,566,760 346,497 635,918 1,373,111 - --------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Bond 346,932 371,626 495,541 79,024 107,815 197,028 - --------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt High Income 1,485,792 2,115,452 3,131,234 389,650 2,736,405 1,256,629 - --------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING DECEMBER 31 - --------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Money Market N/A - No N/A N/A N/A N/A N/A sales charge - ---------------------------------------------------------------------------------------------------------------------------------
* As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. (a) For the period from March 4, 2004 (when shares became publicly available) to Jan. 31, 2005. (b) For the period from May 18, 2006 (when shares became publicly available) to April 30, 2007. (c) For the period from Feb. 16, 2006 (when shares became publicly available) to May 31, 2006. (d) For the period from May 18, 2006 (when shares became publicly available) to July 31, 2006. (e) For the period from Feb. 16, 2006 (when shares became publicly available) to July 31, 2006. (f) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. For 2006, the information shown is for the period from July 1, 2005 through Aug. 31, 2006. For years prior to 2006, the fiscal period ended on June 30. (g) For the period from June 15, 2006 (when the Fund became available) to Oct. 31, 2006. (h) For the period from May 18, 2006 (when shares became publicly available) to Oct. 31, 2006. (i) For the period from Feb. 16, 2006 (when shares became publicly available) to Oct. 31, 2006. Statement of Additional Information - Sept. 28, 2007 Page 155 Part of the sales charge may be paid to selling dealers who have agreements with the distributor. The distributor will retain the balance of the sales charge. At times the entire sales charge may be paid to selling dealers. PLAN AND AGREEMENT OF DISTRIBUTION To help defray the cost of distribution and servicing not covered by the sales charges received under the Distribution Agreement, each fund listed in Table 24. 12b-1 Fees, approved a Plan of Distribution (Plan) and entered into an agreement under the Plan pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, of the type known as a reimbursement plan, the fund pays the distributor a fee up to actual expenses incurred at an annual rate as follows: FOR FUNDS OTHER THAN MONEY MARKET FUNDS: The fee is equal on an annual basis to the following percentage of the average daily net assets of the fund attributable to the applicable class:
Class A Class B Class C Class D Class R2 Class R3 Class W ------- ------- ------- ------- -------- -------- ------- 0.25% 1.00% 1.00% 0.25% 0.50% 0.25% 0.25%
For Class B and Class C, up to 0.75% of the fee is reimbursed for distribution expenses. Up to an additional 0.25% is paid to the distributor to reimburse certain expenses incurred in connection with providing services to fund shareholders. For Class R2, up to 0.50% and for Class R3, up to 0.25% shall be reimbursed for distribution expenses. Of that amount, for Class R2, up to 0.25% may be reimbursed for shareholder servicing expenses. FOR MONEY MARKET FUNDS: The fee for services is equal on an annual basis to the following percentage of the average daily net assets of the fund attributable to the applicable class. The fee for Tax-Exempt Money Market, which does not have separate classes of shares, is the same as that applicable to Class A:
Class A Class B Class C Class W ------- ------- ------- ------- 0.10% 0.85% 0.75% 0.10%
For Class B, up to 0.75% of the fee is reimbursed for distribution expenses. Up to an additional 0.10% is paid to the distributor to reimburse certain expenses incurred in connection with providing services to fund shareholders. The distributor has currently agreed not to be reimbursed by the Fund for distribution (12b-1) fees equal to 0.10% of the stated amount for Class B. FOR ALL FUNDS: Distribution and shareholder servicing expenses include payment of distribution and shareholder servicing fees to financial institutions that sell shares of the fund. Financial institutions may compensate their financial advisors with the distribution and shareholder servicing fees paid to them by the distributor. Payments under the Plan are intended to result in an increase in fund assets and thus potentially result in economies of scale and lower costs for all shareholders. Each class has exclusive voting rights on the Plan as it applies to that class. In addition, because Class B shares convert to Class A shares, Class B shareholders have the right to vote on any material increase to expenses charged under the Class A plan. Distribution expenses covered under this Plan include commissions to financial intermediaries, printing prospectuses and reports used for sales purposes, the preparation, printing and distribution of advertising and sales literature, personnel, travel, office expense and equipment, and other distribution-related expenses. Shareholder service expenses include costs of establishing and maintaining shareholder accounts and records, assisting with purchase, redemption and exchange requests, arranging for bank wires, monitoring dividend payments from the funds on behalf of shareholders, forwarding certain shareholder communications from funds to shareholders, receiving and responding to inquiries and answering questions regarding the funds, aiding in maintaining the investment of shareholders in the funds and other service-related expenses. Statement of Additional Information - Sept. 28, 2007 Page 156 A substantial portion of the expenses are not specifically identified to any one of the RiverSource funds. The fee is not allocated to any one service (such as advertising, compensation to financial intermediaries, or other uses). However, a significant portion of the fee is generally used for sales and promotional expenses. The Plan must be approved annually by the Board, including a majority of the disinterested Board members, if it is to continue for more than a year. At least quarterly, the Board reviews written reports concerning the amounts expended under the Plan and the purposes for which such expenditures were made. The Plan and any agreement related to it may be terminated at any time by vote of a majority of Board members who are not interested persons of the fund and have no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan, or by vote of a majority of the outstanding voting securities of the relevant class of shares or by the distributor. Any agreement related to the Plan will terminate in the event of its assignment, as that term is defined in the 1940 Act. The Plan may not be amended to increase the amount to be spent for distribution without shareholder approval, and all material amendments to the Plan must be approved by a majority of the Board members, including a majority of the Board members who are not interested persons of the fund and who do not have a financial interest in the operation of the Plan or any agreement related to it. The selection and nomination of disinterested Board members is the responsibility of the other disinterested Board members. No Board member who is not an interested person has any direct or indirect financial interest in the operation of the Plan or any related agreement. For its most recent fiscal period, each fund paid 12b-1 fees as shown in the following table. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 23. 12B-1 FEES
- -------------------------------------------------------------------------------------------------------------------------------- FUND CLASS A CLASS B CLASS C CLASS D CLASS R2 CLASS R3 CLASS W - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Aggressive $837,585 $871,878 $92,112 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Conservative 195,700 362,205 57,303 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate 1,248,370 1,685,146 222,324 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate 1,668,911 1,749,200 202,249 N/A N/A N/A N/A Aggressive - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate 434,923 681,066 117,115 N/A N/A N/A N/A Conservative - -------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Total Equity 733,984 793,853 83,860 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- S&P 500 Index N/A N/A N/A $143,473 N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Small Company Index 2,109,546 2,771,834 N/A N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - -------------------------------------------------------------------------------------------------------------------------------- Equity Value 2,462,327 1,951,663 50,362 N/A 7 3 4 - -------------------------------------------------------------------------------------------------------------------------------- Precious Metals and Mining 229,568 182,836 18,005 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Small Cap Advantage 1,274,129 1,546,551 103,108 N/A 6 3 N/A - -------------------------------------------------------------------------------------------------------------------------------- Small Cap Growth 312,614 496,176 50,257 N/A 7 3 N/A - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2010 749 N/A N/A N/A 10 4 N/A - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2015 1,762 N/A N/A N/A 10 4 N/A - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2020 1,718 N/A N/A N/A 10 5 N/A - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2025 1,481 N/A N/A N/A 10 4 N/A - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2030 1,216 N/A N/A N/A 10 4 N/A - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2035 876 N/A N/A N/A 10 5 N/A - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2040 321 N/A N/A N/A 10 5 N/A - -------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2045 464 N/A N/A N/A 10 5 N/A - --------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 157
- -------------------------------------------------------------------------------------------------------------------------------- FUND CLASS A CLASS B CLASS C CLASS D CLASS R2 CLASS R3 CLASS W - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - -------------------------------------------------------------------------------------------------------------------------------- Aggressive Growth 968,992 964,778 17,993 N/A 12 6 N/A - -------------------------------------------------------------------------------------------------------------------------------- Fundamental Growth 49,742 62,405 6,619 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Fundamental Value 1,949,704 2,565,192 186,220 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- High Yield Bond 3,770,904 3,490,903 260,374 N/A 12 6 7,834 - -------------------------------------------------------------------------------------------------------------------------------- Income Builder Basic Income 266,605 179,793 36,091 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Income Builder Enhanced Income 388,750 241,288 61,000 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Income Builder Moderate Income 620,930 371,546 72,544 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Select Value 1,116,653 1,282,538 88,805 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Short Duration U.S. Government 1,466,190 2,610,675 119,778 N/A N/A N/A 6 - -------------------------------------------------------------------------------------------------------------------------------- Small Cap Equity 695,371 474,779 35,431 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Small Cap Value 1,670,091 2,630,734 181,325 N/A 10 5 N/A - -------------------------------------------------------------------------------------------------------------------------------- U.S. Government Mortgage 299,282 529,573 56,655 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Value 543,221 939,804 68,182 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - -------------------------------------------------------------------------------------------------------------------------------- Dividend Opportunity 2,921,042 2,684,130 189,487 N/A N/A N/A 8 - -------------------------------------------------------------------------------------------------------------------------------- Real Estate 362,012 303,076 22,109 N/A N/A N/A 7 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - -------------------------------------------------------------------------------------------------------------------------------- Cash Management 4,173,165 726,794 20,932 N/A N/A N/A 20,714 - -------------------------------------------------------------------------------------------------------------------------------- Core Bond 93,444 114,825 5,557 N/A 16 7 8 - -------------------------------------------------------------------------------------------------------------------------------- Disciplined Equity 3,592,175 774,204 30,535 N/A 15 7 360,341 - -------------------------------------------------------------------------------------------------------------------------------- Disciplined Small and Mid Cap Equity 36,017 7,170 845 N/A N/A N/A 13,719 - -------------------------------------------------------------------------------------------------------------------------------- Disciplined Small Cap Value 34,465 4,763 349 N/A 16 7 N/A - -------------------------------------------------------------------------------------------------------------------------------- Floating Rate 850,476 411,313 148,157 N/A N/A N/A 8 - -------------------------------------------------------------------------------------------------------------------------------- Growth 6,060,271 4,642,489 201,604 N/A 16 8 9 - -------------------------------------------------------------------------------------------------------------------------------- Income Opportunities 473,678 539,206 53,830 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Inflation Protected Securities 197,429 254,136 22,157 N/A N/A N/A 8 - -------------------------------------------------------------------------------------------------------------------------------- Large Cap Equity 13,273,226 11,344,113 344,990 N/A 16 8 N/A - -------------------------------------------------------------------------------------------------------------------------------- Large Cap Value 160,778 188,820 11,437 N/A 14 7 N/A - -------------------------------------------------------------------------------------------------------------------------------- Limited Duration Bond 166,025 127,161 17,304 N/A N/A N/A 8 - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - -------------------------------------------------------------------------------------------------------------------------------- California Tax-Exempt(a) 523,836 140,403 29,524 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Diversified Bond 4,646,930 4,653,803 176,643 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Massachusetts Tax-Exempt(a) 151,946 158,402 12,801 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Michigan Tax-Exempt(a) 143,510 47,220 20,483 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Minnesota Tax-Exempt(a) 945,407 460,490 99,688 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- New York Tax-Exempt(a) 196,654 101,563 14,577 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Ohio Tax-Exempt(a) 135,648 76,735 19,866 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - -------------------------------------------------------------------------------------------------------------------------------- Balanced 2,399,559 820,761 38,643 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Disciplined Large Cap Growth* N/A N/A N/A N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Diversified Equity Income 11,405,788 12,472,588 717,095 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Mid Cap Value 2,820,242 2,906,199 207,499 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Strategic Allocation 2,634,077 1,253,139 138,648 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Strategic Income Allocation* N/A N/A N/A N/A N/A N/A N/A - --------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 158
- -------------------------------------------------------------------------------------------------------------------------------- FUND CLASS A CLASS B CLASS C CLASS D CLASS R2 CLASS R3 CLASS W - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - -------------------------------------------------------------------------------------------------------------------------------- Absolute Return Currency and Income 9,416 38 38 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Disciplined International Equity 10,920 278 104 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Emerging Markets 962,664 874,959 40,971 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Emerging Markets Bond 18,917 2,217 212 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- European Equity 199,348 305,006 14,257 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Global Bond 762,624 850,871 35,610 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Global Equity 1,369,019 1,166,873 41,196 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Global Technology 300,030 449,937 32,281 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- International Aggressive Growth 650,601 659,823 40,332 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- International Equity 242,885 263,442 16,516 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- International Opportunity 1,104,799 844,548 31,174 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- International Select Value 3,237,723 3,631,768 217,884 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- International Small Cap 177,484 183,656 9,465 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - -------------------------------------------------------------------------------------------------------------------------------- Intermediate Tax-Exempt 222,998 129,780 48,379 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Mid Cap Growth 3,114,493 2,748,569 109,599 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Bond 1,878,827 432,834 62,203 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt High Income 8,005,917 1,573,435 199,250 N/A N/A N/A N/A - -------------------------------------------------------------------------------------------------------------------------------- FOR FUNDS WITH FISCAL PERIOD ENDING DECEMBER 31 - -------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Money Market 116,536 N/A N/A N/A N/A N/A N/A - --------------------------------------------------------------------------------------------------------------------------------
* As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. (a) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. The information shown is for the period from July 1, 2005 through Aug. 31, 2006. CUSTODIAN SERVICES Custody information varies depending on the fund's investment category. You can find your fund's investment category in Table 1. FOR BALANCED, EQUITY, FUNDS-OF-FUNDS, TAXABLE MONEY MARKET AND TAXABLE FIXED INCOME FUNDS OTHER THAN DIVERSIFIED BOND AND HIGH YIELD BOND: The fund's securities and cash are held by Ameriprise Trust Company, 200 Ameriprise Financial Center, Minneapolis, MN 55474, through a custodian agreement. The custodian is permitted to deposit some or all of its securities in central depository systems as allowed by federal law. For its services, the fund pays the custodian a maintenance charge and a charge per transaction in addition to reimbursing the custodian's out-of-pocket expenses. FOR STATE TAX-EXEMPT FIXED INCOME, TAX-EXEMPT FIXED INCOME AND TAX-EXEMPT MONEY MARKET FUNDS, AS WELL AS DIVERSIFIED BOND AND HIGH YIELD BOND: The fund's securities and cash are held by U.S. Bank National Association, 180 E. Fifth St., St. Paul, MN 55101-1631, through a custodian agreement. The custodian is permitted to deposit some or all of its securities in central depository systems as allowed by federal law. For its services, the fund pays the custodian a maintenance charge and a charge per transaction in addition to reimbursing the custodian's out-of-pocket expenses. FOR ALL FUNDS: The custodian may enter into a subcustodian agreement with the Bank of New York, 90 Washington Street, New York, NY 10286. As part of this arrangement, securities purchased outside the United States are maintained in the custody of various foreign branches of Bank of New York or in other financial institutions as permitted by law and by the fund's subcustodian agreement. Statement of Additional Information - Sept. 28, 2007 Page 159 BOARD SERVICES CORPORATION The funds have an agreement with Board Services Corporation (Board Services) located at 901 Marquette Avenue South, Suite 2810, Minneapolis, MN 55402. This agreement sets forth the terms of Board Services' responsibility to serve as an agent of the funds for purposes of administering the payment of compensation to each independent Board member, to provide office space for use by the funds and their boards, and to provide any other services to the boards or the independent members, as may be reasonably requested. ORGANIZATIONAL INFORMATION Each fund is an open-end management investment company. The fund's headquarters are at 901 S. Marquette Ave., Suite 2810, Minneapolis, MN 55402-3268. SHARES The shares of a fund represent an interest in that fund's assets only (and profits or losses), and, in the event of liquidation, each share of a fund would have the same rights to dividends and assets as every other share of that fund. VOTING RIGHTS As a shareholder in a fund, you have voting rights over the fund's management and fundamental policies. You are entitled to vote based on your total dollar interest in the fund. Each class, if applicable, has exclusive voting rights with respect to matters for which separate class voting is appropriate under applicable law. All shares have cumulative voting rights with respect to the election of Board members. This means that you have as many votes as the dollar amount you own, including the fractional amount, multiplied by the number of members to be elected. DIVIDEND RIGHTS Dividends paid by a fund, if any, with respect to each applicable class of shares will be calculated in the same manner, at the same time, on the same day, and will be in the same amount, except for differences resulting from differences in fee structures. SHAREHOLDER LIABILITY For funds organized as Massachusetts business trusts, under Massachusetts law, shareholders of a Massachusetts business trust may, under certain circumstances, be held personally liable as partners for its obligation. However, the Declaration of Trust that establishes a trust, a copy of which, together with all amendments thereto (the "Declaration of Trust"), is on file with the office of the Secretary of the Commonwealth of Massachusetts for each applicable fund, contains an express disclaimer of shareholder liability for acts or obligations of the Trust, or of any fund in the Trust. The Declaration of Trust provides that, if any shareholder (or former shareholder) of a fund in the Trust is charged or held to be personally liable for any obligation or liability of the Trust, or of any fund in the Trust, solely by reason of being or having been a shareholder and not because of such shareholder's acts or omissions or for some other reason, the Trust (upon request of the shareholder) shall assume the defense against such charge and satisfy any judgment thereon, and the shareholder or former shareholder (or the heirs, executors, administrators or other legal representatives thereof, or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled (but solely out of the assets of the fund of which such shareholder or former shareholder is or was the holder of shares) to be held harmless from and indemnified against all loss and expense arising from such liability. The Declaration of Trust also provides that the Trust may maintain appropriate insurance (for example, fidelity bond and errors and omissions insurance) for the protection of the Trust, its shareholders, Trustees, officers, employees and agents covering possible tort and other liabilities. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which both inadequate insurance existed and the Trust itself was unable to meet its obligations. Statement of Additional Information - Sept. 28, 2007 Page 160 The Declaration of Trust further provides that obligations of the Trust are not binding upon the Trustees individually, but only upon the assets and property of the Trust, and that the Trustees will not be liable for any action or failure to act, errors of judgment, or mistakes of fact or law, but nothing in the Declaration of Trust or other agreement with a Trustee protects a Trustee against any liability to which he or she would otherwise be subject by reason of his or her willful bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office. By becoming a shareholder of the fund, each shareholder shall be expressly held to have assented to and agreed to be bound by the provisions of the Declaration of Trust. TABLE 24. FUND HISTORY TABLE FOR RIVERSOURCE FUNDS*
- --------------------------------------------------------------------------------------------------------------------------------- DATE OF DATE BEGAN FORM OF STATE OF FISCAL FUND** ORGANIZATION OPERATIONS ORGANIZATION ORGANIZATION YEAR END DIVERSIFIED*** - --------------------------------------------------------------------------------------------------------------------------------- BOND SERIES, INC.(3) 4/29/81, 6/13/86(1) Corporation NV/MN 7/31 - --------------------------------------------------------------------------------------------------------------------------------- Core Bond Fund 6/19/03 Yes - --------------------------------------------------------------------------------------------------------------------------------- Floating Rate Fund 2/16/06 Yes - --------------------------------------------------------------------------------------------------------------------------------- Income Opportunities Fund 6/19/03 Yes - --------------------------------------------------------------------------------------------------------------------------------- Inflation Protected Securities 3/4/04 No Fund - --------------------------------------------------------------------------------------------------------------------------------- Limited Duration Bond Fund 6/19/03 Yes - --------------------------------------------------------------------------------------------------------------------------------- CALIFORNIA TAX-EXEMPT TRUST 4/7/86 Business Trust(2) MA 8/31 - --------------------------------------------------------------------------------------------------------------------------------- California Tax-Exempt Fund 8/18/86 No - --------------------------------------------------------------------------------------------------------------------------------- DIMENSIONS SERIES, INC. 2/20/68, 6/13/86(1) Corporation NV/MN 7/31 - --------------------------------------------------------------------------------------------------------------------------------- Disciplined Small and Mid Cap 5/18/06 Yes Equity Fund - --------------------------------------------------------------------------------------------------------------------------------- Disciplined Small Cap Value Fund 2/16/06 Yes - --------------------------------------------------------------------------------------------------------------------------------- DIVERSIFIED INCOME SERIES, INC.(3) 6/27/74, 6/31/86(1) Corporation NV/MN 8/31 - --------------------------------------------------------------------------------------------------------------------------------- Diversified Bond Fund(4) 10/3/74 Yes - --------------------------------------------------------------------------------------------------------------------------------- EQUITY SERIES, INC. 3/18/57, 6/13/86(1) Corporation NV/MN 11/30 - --------------------------------------------------------------------------------------------------------------------------------- Mid Cap Growth Fund(5) 6/4/57 Yes - --------------------------------------------------------------------------------------------------------------------------------- GLOBAL SERIES, INC. 10/28/88 Corporation MN 10/31 - --------------------------------------------------------------------------------------------------------------------------------- Absolute Return Currency and 6/15/06 No Income Fund - --------------------------------------------------------------------------------------------------------------------------------- Emerging Markets Bond Fund 2/16/06 No - --------------------------------------------------------------------------------------------------------------------------------- Emerging Markets Fund(6) 11/13/96 Yes - --------------------------------------------------------------------------------------------------------------------------------- Global Bond Fund 3/20/89 No - --------------------------------------------------------------------------------------------------------------------------------- Global Equity Fund(7),(6) 5/29/90 Yes - --------------------------------------------------------------------------------------------------------------------------------- Global Technology Fund 11/13/96 Yes - --------------------------------------------------------------------------------------------------------------------------------- GOVERNMENT INCOME SERIES, INC. 3/12/85 Corporation MN 5/31 - --------------------------------------------------------------------------------------------------------------------------------- Short Duration U.S. Government 8/19/85 Yes Fund(4) - --------------------------------------------------------------------------------------------------------------------------------- U.S. Government Mortgage Fund 2/14/02 Yes - --------------------------------------------------------------------------------------------------------------------------------- HIGH YIELD INCOME SERIES, INC. 8/17/83 Corporation MN 5/31 - --------------------------------------------------------------------------------------------------------------------------------- High Yield Bond Fund(4) 12/8/83 Yes - --------------------------------------------------------------------------------------------------------------------------------- INCOME SERIES, INC. 2/10/45; 6/13/86(1) Corporation NV/MN 5/31 - --------------------------------------------------------------------------------------------------------------------------------- Income Builder Basic Income Fund 2/16/06 No - --------------------------------------------------------------------------------------------------------------------------------- Income Builder Enhanced Income 2/16/06 No Fund - --------------------------------------------------------------------------------------------------------------------------------- Income Builder Moderate Income 2/16/06 No Fund - --------------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL MANAGERS SERIES, 5/9/01 Corporation MN 10/31 INC.(3) - --------------------------------------------------------------------------------------------------------------------------------- International Aggressive Growth 9/28/01 Yes Fund - --------------------------------------------------------------------------------------------------------------------------------- International Equity Fund(5) 10/3/02 Yes - --------------------------------------------------------------------------------------------------------------------------------- International Select Value Fund 9/28/01 Yes - --------------------------------------------------------------------------------------------------------------------------------- International Small Cap Fund 10/3/02 Yes - ---------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 161
- --------------------------------------------------------------------------------------------------------------------------------- DATE OF DATE BEGAN FORM OF STATE OF FISCAL FUND** ORGANIZATION OPERATIONS ORGANIZATION ORGANIZATION YEAR END DIVERSIFIED*** - --------------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL SERIES, INC. 7/18/84 Corporation MN 10/31 - --------------------------------------------------------------------------------------------------------------------------------- Disciplined International Equity 5/18/06 Yes Fund - --------------------------------------------------------------------------------------------------------------------------------- European Equity Fund(6) 6/26/00 Yes - --------------------------------------------------------------------------------------------------------------------------------- International Opportunity 11/15/84 Yes Fund(6),(5) - --------------------------------------------------------------------------------------------------------------------------------- INVESTMENT SERIES, INC. 1/18/40; 6/13/86(1) Corporation NV/MN 9/30 - --------------------------------------------------------------------------------------------------------------------------------- Balanced Fund(5) 4/16/40 Yes - --------------------------------------------------------------------------------------------------------------------------------- Disciplined Large Cap Growth 5/17/07 Yes Fund - --------------------------------------------------------------------------------------------------------------------------------- Diversified Equity Income Fund 10/15/90 Yes - --------------------------------------------------------------------------------------------------------------------------------- Mid Cap Value Fund 2/14/02 Yes - --------------------------------------------------------------------------------------------------------------------------------- LARGE CAP SERIES, INC.(3) 5/21/70, 6/13/86(1) Corporation NV/MN 7/31 - --------------------------------------------------------------------------------------------------------------------------------- Disciplined Equity Fund(5) 4/24/03 Yes - --------------------------------------------------------------------------------------------------------------------------------- Growth Fund 3/1/72 Yes - --------------------------------------------------------------------------------------------------------------------------------- Large Cap Equity Fund 3/28/02 Yes - --------------------------------------------------------------------------------------------------------------------------------- Large Cap Value Fund 6/27/02 Yes - --------------------------------------------------------------------------------------------------------------------------------- MANAGERS SERIES, INC.(3) 3/20/01 Corporation MN 5/31 - --------------------------------------------------------------------------------------------------------------------------------- Aggressive Growth Fund 4/24/03 Yes - --------------------------------------------------------------------------------------------------------------------------------- Fundamental Growth Fund(5) 4/24/03 Yes - --------------------------------------------------------------------------------------------------------------------------------- Fundamental Value Fund 6/18/01 Yes - --------------------------------------------------------------------------------------------------------------------------------- Select Value Fund 3/8/02 Yes - --------------------------------------------------------------------------------------------------------------------------------- Small Cap Equity Fund(5) 3/8/02 Yes - --------------------------------------------------------------------------------------------------------------------------------- Small Cap Value Fund 6/18/01 Yes - --------------------------------------------------------------------------------------------------------------------------------- Value Fund 6/18/01 Yes - --------------------------------------------------------------------------------------------------------------------------------- MARKET ADVANTAGE SERIES, INC. 8/25/89 Corporation MN 1/31 - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Conservative 3/4/04 No Fund - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate 3/4/04 No Conservative Fund - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate Fund 3/4/04 No - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Moderate 3/4/04 No Aggressive Fund - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Aggressive 3/4/04 No Fund - --------------------------------------------------------------------------------------------------------------------------------- Portfolio Builder Total Equity 3/4/04 No Fund - --------------------------------------------------------------------------------------------------------------------------------- S&P 500 Index Fund 10/25/99 Yes - --------------------------------------------------------------------------------------------------------------------------------- Small Company Index Fund 8/19/96 Yes - --------------------------------------------------------------------------------------------------------------------------------- MONEY MARKET SERIES, INC. 8/22/75; 6/13/86(1) Corporation NV/MN 7/31 - --------------------------------------------------------------------------------------------------------------------------------- Cash Management Fund 10/6/75 Yes - --------------------------------------------------------------------------------------------------------------------------------- RETIREMENT SERIES TRUST 1/27/06 Business Trust(2) MA 4/30 - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2010 Fund 5/18/06 No - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2015 Fund 5/18/06 No - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2020 Fund 5/18/06 No - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2025 Fund 5/18/06 No - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2030 Fund 5/18/06 No - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2035 Fund 5/18/06 No - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2040 Fund 5/18/06 No - --------------------------------------------------------------------------------------------------------------------------------- Retirement Plus 2045 Fund 5/18/06 No - --------------------------------------------------------------------------------------------------------------------------------- SECTOR SERIES, INC. 3/25/88 Corporation MN 6/30 - --------------------------------------------------------------------------------------------------------------------------------- Dividend Opportunity Fund(8) 8/1/88 Yes - --------------------------------------------------------------------------------------------------------------------------------- Real Estate Fund 3/4/04 Yes - --------------------------------------------------------------------------------------------------------------------------------- SELECTED SERIES, INC. 10/5/84 Corporation MN 3/31 - --------------------------------------------------------------------------------------------------------------------------------- Precious Metals and Mining 4/22/86 No Fund(9) - ---------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 162
- --------------------------------------------------------------------------------------------------------------------------------- DATE OF DATE BEGAN FORM OF STATE OF FISCAL FUND** ORGANIZATION OPERATIONS ORGANIZATION ORGANIZATION YEAR END DIVERSIFIED*** - --------------------------------------------------------------------------------------------------------------------------------- SHORT TERM INVESTMENTS SERIES, 4/23/68, 6/13/86(1) Corporation NV/MN 7/31 INC. - --------------------------------------------------------------------------------------------------------------------------------- Short-Term Cash Fund 9/26/06 Yes - --------------------------------------------------------------------------------------------------------------------------------- SPECIAL TAX-EXEMPT SERIES TRUST 4/7/86 Business Trust(2) MA 8/31 - --------------------------------------------------------------------------------------------------------------------------------- Massachusetts Tax-Exempt Fund 7/2/87 No - --------------------------------------------------------------------------------------------------------------------------------- Michigan Tax-Exempt Fund 7/2/87 No - --------------------------------------------------------------------------------------------------------------------------------- Minnesota Tax-Exempt Fund 8/18/86 Yes - --------------------------------------------------------------------------------------------------------------------------------- New York Tax-Exempt Fund 8/18/86 No - --------------------------------------------------------------------------------------------------------------------------------- Ohio Tax-Exempt Fund 7/2/87 No - --------------------------------------------------------------------------------------------------------------------------------- STRATEGIC ALLOCATION SERIES, 10/9/84 Corporation MN 9/30 INC.(3) - --------------------------------------------------------------------------------------------------------------------------------- Strategic Allocation Fund(5) 1/23/85 Yes - --------------------------------------------------------------------------------------------------------------------------------- Strategic Income Allocation Fund 5/17/07 Yes - --------------------------------------------------------------------------------------------------------------------------------- STRATEGY SERIES, INC. 1/24/84 Corporation MN 3/31 - --------------------------------------------------------------------------------------------------------------------------------- Equity Value Fund 5/14/84 Yes - --------------------------------------------------------------------------------------------------------------------------------- Small Cap Growth Fund 1/24/01 Yes - --------------------------------------------------------------------------------------------------------------------------------- Small Cap Advantage Fund 5/4/99 Yes - --------------------------------------------------------------------------------------------------------------------------------- TAX-EXEMPT INCOME SERIES, INC.(3) 12/21/78; 6/13/86(1) Corporation NV/MN 11/30 - --------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt High Income Fund(5) 5/7/79 Yes - --------------------------------------------------------------------------------------------------------------------------------- TAX-EXEMPT MONEY MARKET SERIES, 2/29/80, 6/13/86(1) Corporation NV/MN 12/31 INC.(3) - --------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Money Market Fund(5) 8/5/80 Yes - --------------------------------------------------------------------------------------------------------------------------------- TAX-EXEMPT SERIES, INC. 9/30/76, 6/13/86(1) Corporation NV/MN 11/30 - --------------------------------------------------------------------------------------------------------------------------------- Intermediate Tax-Exempt Fund 11/13/96 Yes - --------------------------------------------------------------------------------------------------------------------------------- Tax-Exempt Bond Fund 11/24/76 Yes - ---------------------------------------------------------------------------------------------------------------------------------
* The RiverSource Variable Portfolio funds are not included in this table. Please see the Variable Portfolio funds' SAI for fund history. ** Effective Oct. 1, 2005 American Express Funds changed its name to RiverSource funds and the names Threadneedle and Partners were removed from fund names. *** If a non-diversified fund is managed as if it were a diversified fund for a period of three years, its status under the 1940 Act will convert automatically from non-diversified to diversified. A diversified fund may convert to non-diversified status only with shareholder approval. (1) Date merged into a Minnesota corporation incorporated on April 7, 1986. (2) Under Massachusetts law, shareholders of a business trust may, under certain circumstances, be held personally liable as partners for its obligations. However, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the trust itself is unable to meet its obligations. (3) Effective April 21, 2006, AXP Discovery Series, Inc. changed its name to RiverSource Bond Series, Inc.; AXP Fixed Income Series, Inc. changed its name to RiverSource Diversified Income Series, Inc.; AXP Growth Series, Inc. changed its name to RiverSource Large Cap Series, Inc.; AXP High Yield Tax-Exempt Series, Inc. changed its name to RiverSource Tax-Exempt Income Series, Inc.; AXP Managed Series, Inc. changed its name to RiverSource Strategic Allocation Series, Inc.; AXP Partners International Series, Inc. changed its name to RiverSource International Managers Series, Inc.; AXP Partners Series, Inc. changed its name to RiverSource Managers Series, Inc.; AXP Tax-Free Money Series, Inc. changed its name to RiverSource Tax-Exempt Money Market Series, Inc.; and for all other corporations and business trusts, AXP was replaced with RiverSource in the registrant name. (4) Effective June 27, 2003, Bond Fund changed its name to Diversified Bond Fund, Federal Income Fund changed its name to Short Duration U.S. Government Fund and Extra Income Fund changed its name to High Yield Bond Fund. (5) Effective Oct. 1, 2005, Equity Select Fund changed its name to Mid Cap Growth Fund, High Yield Tax-Exempt Fund changed its name to Tax-Exempt High Income Fund, Managed Allocation Fund changed its name to Strategic Allocation Fund, Mutual changed its name to Balanced Fund, Partners Growth Fund changed its name to Fundamental Growth Fund, Partners International Core Fund changed its name to International Equity Fund, Partners Small Cap Core Fund changed its name to Small Cap Equity Fund, Quantitative Large Cap Equity Fund changed its name to Disciplined Equity Fund, Tax-Free Money Fund changed its name to Tax-Exempt Money Market Fund, and Threadneedle International Fund changed its name to International Opportunity Fund. (6) Effective July 9, 2004, Emerging Markets Fund changed its name to Threadneedle Emerging Markets Fund, European Equity Fund changed its name to Threadneedle European Equity Fund, Global Equity Fund changed its name to Threadneedle Global Equity Fund, and International Fund changed its name to Threadneedle International Fund. (7) Effective Oct. 20, 2003, Global Growth Fund changed its name to Global Equity Fund. (8) Effective Feb. 18, 2004, Utilities Fund changed its name to Dividend Opportunity Fund. (9) Effective Nov. 1, 2006, Precious Metals Fund changed its name to Precious Metals and Mining Fund. Statement of Additional Information - Sept. 28, 2007 Page 163 BOARD MEMBERS AND OFFICERS Shareholders elect a Board that oversees a fund's operations. The Board appoints officers who are responsible for day-to-day business decisions based on policies set by the Board. The following is a list of each fund's Board members. Each member oversees 102 RiverSource funds. Board members serve until the next regular shareholders' meeting or until he or she reaches the mandatory retirement age established by the Board. Under the current Board policy, members may serve until the end of the meeting following their 75th birthday, or the fifteenth anniversary of the first Board meeting they attended as members of the Board, whichever occurs first. This policy does not apply to Ms. Jones who may retire after her 75th birthday. TABLE 25. BOARD MEMBERS INDEPENDENT BOARD MEMBERS
- ----------------------------------------------------------------------------------------------------------------------------------- POSITION HELD WITH FUNDS AND PRINCIPAL OCCUPATION COMMITTEE NAME, ADDRESS, AGE LENGTH OF SERVICE DURING PAST FIVE YEARS OTHER DIRECTORSHIPS MEMBERSHIPS - ----------------------------------------------------------------------------------------------------------------------------------- Kathleen Blatz Board member Chief Justice, Minnesota Supreme None Compliance, Investment 901 S. Marquette Ave. since 2006 Court, 1998-2005 Review, Joint Audit Minneapolis, MN 55402 Age 53 - ----------------------------------------------------------------------------------------------------------------------------------- Arne H. Carlson Board member Chair, RiverSource Funds, 1999-2006; None Board Governance, 901 S. Marquette Ave. since 1999 former Governor of Minnesota Contracts, Executive, Minneapolis, MN 55402 Investment Review Age 73 - ----------------------------------------------------------------------------------------------------------------------------------- Pamela G. Carlton Board member President, Springboard-Partners in None Investment Review, 901 S. Marquette Ave. since 2007 Cross Cultural Leadership Joint Audit Minneapolis, MN 55402 (consulting company) Age 52 - ----------------------------------------------------------------------------------------------------------------------------------- Patricia M. Flynn Board member Trustee Professor of Economics and None Board Governance, 901 S. Marquette Ave. since 2004 Management, Bentley College; former Compliance, Contracts, Minneapolis, MN 55402 Dean, McCallum Graduate School of Investment Review Age 56 Business, Bentley College - ----------------------------------------------------------------------------------------------------------------------------------- Anne P. Jones Board member Attorney and Consultant None Board Governance, 901 S. Marquette Ave. since 1985 Executive, Investment Minneapolis, MN 55402 Review, Joint Audit Age 72 - ----------------------------------------------------------------------------------------------------------------------------------- Jeffrey Laikind, CFA Board member Former Managing Director, Shikiar American Progressive Board Governance, 901 S. Marquette Ave. since 2005 Asset Management Insurance Investment Review, Minneapolis, MN 55402 Joint Audit Age 71 - ----------------------------------------------------------------------------------------------------------------------------------- Stephen R. Lewis, Jr. Board member President Emeritus and Professor of Valmont Industries, Board Governance, 901 S. Marquette Ave. since 2002 and Economics, Carleton College Inc. (manufactures Compliance, Contracts, Minneapolis, MN 55402 Chair of the irrigation systems) Executive, Investment Age 68 Board since 2007 Review - ----------------------------------------------------------------------------------------------------------------------------------- Catherine James Paglia Board member Director, Enterprise Asset Strategic Distribution, Compliance, Contracts, 901 S. Marquette Ave. since 2004 Management, Inc. (private real Inc. (transportation, Executive, Investment Minneapolis, MN 55402 estate and asset management company) distribution and Review Age 55 logistics consultants) - ----------------------------------------------------------------------------------------------------------------------------------- Alison Taunton-Rigby Board member Chief Executive Officer, RiboNovix, Hybridon, Inc. Contracts, Executive, 901 S. Marquette Ave. since 2002 Inc. since 2003 (biotechnology); (biotechnology); Investment Review Minneapolis, MN 55402 former President, Forester Biotech American Healthways, Age 63 Inc. (health management programs) - -----------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 164 BOARD MEMBER AFFILIATED WITH RIVERSOURCE INVESTMENTS*
- ----------------------------------------------------------------------------------------------------------------------------- POSITION HELD WITH FUNDS AND LENGTH PRINCIPAL OCCUPATION COMMITTEE NAME, ADDRESS, AGE OF SERVICE DURING PAST FIVE YEARS OTHER DIRECTORSHIPS MEMBERSHIPS - ----------------------------------------------------------------------------------------------------------------------------- William F. Truscott Board member President - U.S. Asset None Investment Review 53600 Ameriprise since 2001, Vice Management and Chief Financial Center President since Investment Officer, Ameriprise Minneapolis, MN 55474 2002 Financial, Inc. and President, Age 47 Chairman of the Board and Chief Investment Officer, RiverSource Investments, LLC since 2005; President, Ameriprise Certificate Company since 2006; Senior Vice President - Chief Investment Officer, Ameriprise Financial, Inc. and Chairman of the Board and Chief Investment Officer, RiverSource Investments, LLC, 2001-2005 - -----------------------------------------------------------------------------------------------------------------------------
* Interested person by reason of being an officer, director, security holder and/or employee of RiverSource Investments. The Board has appointed officers who are responsible for day-to-day business decisions based on policies it has established. The officers serve at the pleasure of the Board. In addition to Mr. Truscott, who is Vice President, the fund's other officers are: TABLE 26. FUND OFFICERS
- ----------------------------------------------------------------------------------------------------------------------------- POSITION HELD WITH FUNDS PRINCIPAL OCCUPATION NAME, ADDRESS, AGE AND LENGTH OF SERVICE DURING PAST FIVE YEARS - ----------------------------------------------------------------------------------------------------------------------------- Patrick T. Bannigan President since 2006 Senior Vice President - Asset Management, RiverSource 172 Ameriprise Financial Center Investments, LLC since 2006; Managing Director and Minneapolis, MN 55474 Global Head of Product, Morgan Stanley Investment Age 41 Management, 2004-2006; President, Touchstone Investments, 2002-2004; Director of Strategic Planning, Evergreen Investments, 1995-2002 - ----------------------------------------------------------------------------------------------------------------------------- Michelle M. Keeley Vice President since 2004 Executive Vice President - Equity and Fixed Income, 172 Ameriprise Financial Center Ameriprise Financial, Inc. and RiverSource Investments, Minneapolis, MN 55474 LLC since 2006; Vice President - Investments, Ameriprise Age 43 Certificate Company since 2003; Senior Vice President - Fixed Income, Ameriprise Financial, Inc., 2002-2006 and RiverSource Investments, LLC, 2004-2006; Managing Director, Zurich Global Assets, 2001-2002 - ----------------------------------------------------------------------------------------------------------------------------- Amy K. Johnson Vice President since 2006 Vice President - Asset Management and Trust Company 5228 Ameriprise Financial Center Services, RiverSource Investments, LLC since 2006; Vice Minneapolis, MN 55474 President - Operations and Compliance, RiverSource Age 41 Investments, LLC, 2004-2006; Director of Product Development - Mutual Funds, Ameriprise Financial, Inc., 2001-2004 - ----------------------------------------------------------------------------------------------------------------------------- Jeffrey P. Fox Treasurer since 2002 Vice President - Investment Accounting, Ameriprise 105 Ameriprise Financial Center Financial, Inc. since 2002; Vice President - Finance, Minneapolis, MN 55474 American Express Company, 2000-2002 Age 52 - ----------------------------------------------------------------------------------------------------------------------------- Scott R. Plummer Vice President, General Vice President and Chief Counsel - Asset Management, 5228 Ameriprise Financial Center Counsel and Secretary since Ameriprise Financial, Inc. since 2005; Vice President, Minneapolis, MN 55474 2006 General Counsel and Secretary, Ameriprise Certificate Age 48 Company since 2005; Vice President - Asset Management Compliance, Ameriprise Financial, Inc., 2004-2005; Senior Vice President and Chief Compliance Officer, U.S. Bancorp Asset Management, 2002-2004; Second Vice President and Assistant General Counsel, Hartford Life, 2001-2002 - ----------------------------------------------------------------------------------------------------------------------------- Jennifer D. Lammers Chief Compliance Officer U.S. Asset Management Chief Compliance Officer, 172 Ameriprise Financial Center since 2006 RiverSource Investments, LLC since 2006; Minneapolis, MN 55474 Director - Mutual Funds, Voyageur Asset Management, Age 46 2003-2006; Director of Finance, Voyageur Asset Management, 2000-2003 - -----------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 165
- ----------------------------------------------------------------------------------------------------------------------------- POSITION HELD WITH FUNDS PRINCIPAL OCCUPATION NAME, ADDRESS, AGE AND LENGTH OF SERVICE DURING PAST FIVE YEARS - ----------------------------------------------------------------------------------------------------------------------------- Neysa M. Alecu Money Laundering Prevention Compliance Director and Anti-Money Laundering Officer, 2934 Ameriprise Financial Center Officer since 2004 Ameriprise Financial, Inc. since 2004; Manager Minneapolis, MN 55474 Anti-Money Laundering, Ameriprise Financial, Inc., Age 43 2003-2004; Compliance Director and Bank Secrecy Act Officer, American Express Centurion Bank, 2000-2003 - -----------------------------------------------------------------------------------------------------------------------------
RESPONSIBILITIES OF BOARD WITH RESPECT TO FUND MANAGEMENT The Board initially approves an Investment Management Services Agreement and other contracts with the investment manager and its affiliates, and other service providers. Once the contracts are approved, the Board monitors the level and quality of services including commitments of service providers to achieve expected levels of investment performance and shareholder 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 receiving reports covering investment performance, shareholder services, marketing, and the investment manager's profitability in order to determine whether to continue existing contracts or negotiate new contracts. SEVERAL COMMITTEES FACILITATE ITS WORK 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 reviews candidates for Board membership including candidates recommended by shareholders. To be considered, recommendations must include a curriculum vitae and be mailed to the Chairman of the Board, RiverSource Funds, 901 Marquette Avenue South, Suite 2810, Minneapolis, MN 55402-3268. The committee also makes recommendations to the Board regarding responsibilities and duties of the Board, oversees proxy voting and supports the work of the Board Chair in relation to furthering the interests of the Funds and their shareholders on external matters. COMPLIANCE COMMITTEE - Supports the Funds' maintenance of a strong compliance program by providing a forum for independent Board members to consider compliance matters impacting the Funds or their key service providers; developing and implementing, in coordination with the Funds' Chief Compliance Officer (CCO), a process for the review and consideration of compliance reports that are provided to the Boards; and providing a designated forum for the Funds' CCO to meet with independent Board members on a regular basis to discuss compliance matters. CONTRACTS COMMITTEE - Reviews and oversees the contractual relationships with service providers. Receives and analyzes reports covering the level and quality of services provided under contracts with the fund and advises the Board regarding actions taken on these contracts during the annual review process. EXECUTIVE COMMITTEE - Acts for the Board between meetings of the Board. INVESTMENT REVIEW COMMITTEE - Reviews and oversees the management of the Funds' assets. Considers investment management policies and strategies; investment performance; risk management techniques; and securities trading practices and reports areas of concern to the Board. JOINT AUDIT COMMITTEE - Oversees the accounting and financial reporting processes of the Funds and internal controls over financial reporting. Oversees the quality and integrity of the Funds' financial statements and independent audits as well as the Funds' compliance with legal and regulatory requirements relating to the Funds' accounting and financial reporting, internal controls over financial reporting and independent audits. The committee also makes recommendations regarding the selection of the Funds' independent auditor and reviews and evaluates the qualifications, independence and performance of the auditor. Statement of Additional Information - Sept. 28, 2007 Page 166 This table shows the number of times the committees met during each fund's most recent fiscal period. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 27. COMMITTEE MEETINGS
- ------------------------------------------------------------------------------------------------------------------------------ BOARD INVESTMENT GOVERNANCE COMPLIANCE CONTRACTS EXECUTIVE REVIEW JOINT AUDIT FISCAL PERIOD COMMITTEE COMMITTEE* COMMITTEE COMMITTEE COMMITTEE COMMITTEE - ------------------------------------------------------------------------------------------------------------------------------ For funds with fiscal period ending 5 1 6 1 5 6 January 31 - ------------------------------------------------------------------------------------------------------------------------------ For funds with fiscal period ending March 5 1 6 2 5 6 31 - ------------------------------------------------------------------------------------------------------------------------------ For funds with fiscal period ending April 5 2 6 1 5 6 30 - ------------------------------------------------------------------------------------------------------------------------------ For funds with fiscal period ending May 5 2 6 1 5 7 31 - ------------------------------------------------------------------------------------------------------------------------------ For funds with fiscal period ending June 5 2 6 1 5 8 30 - ------------------------------------------------------------------------------------------------------------------------------ For funds with fiscal period ending July 5 3 6 1 5 8 31 - ------------------------------------------------------------------------------------------------------------------------------ For funds with fiscal period ending 4 N/A 6 1 5 4 August 31 - ------------------------------------------------------------------------------------------------------------------------------ For funds with fiscal period ending 2 N/A 6 0 4 5 September 30 - ------------------------------------------------------------------------------------------------------------------------------ For funds with fiscal period ending 2 N/A 6 0 4 5 October 31 - ------------------------------------------------------------------------------------------------------------------------------ For funds with fiscal period ending 5 N/A 6 0 5 6 November 30 - ------------------------------------------------------------------------------------------------------------------------------ For funds with fiscal period ending 5 N/A 6 1 5 6 December 31 - ------------------------------------------------------------------------------------------------------------------------------
* Committee established December 2006. BOARD MEMBER HOLDINGS The following table shows the Board members' dollar range of equity securities beneficially owned on Dec. 31, 2006 of each individual fund owned by a Board member, and the aggregate dollar range of equity securities of all RiverSource funds overseen by the Board members. TABLE 28. BOARD MEMBER HOLDINGS Based on net asset values as of Dec. 31, 2006
- ---------------------------------------------------------------------------------------------------------------- AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES OF ALL DOLLAR RANGE OF EQUITY RIVERSOURCE FUNDS OVERSEEN BOARD MEMBER* FUND SECURITIES IN THE FUND BY BOARD MEMBER - ---------------------------------------------------------------------------------------------------------------- Kathleen Blatz Equity Value $10,001-$50,000 Over $100,000 ---------------------------------------------------------- Global Equity $10,001-$50,000 ---------------------------------------------------------- Strategic Allocation Over $100,000 - ---------------------------------------------------------------------------------------------------------------- Arne H. Carlson Cash Management $1-$10,000 Over $100,000 ---------------------------------------------------------- Disciplined Equity $10,001-$50,000 ---------------------------------------------------------- Diversified Equity Income $10,001-$50,000 ---------------------------------------------------------- Dividend Opportunity $10,001-$50,000 ---------------------------------------------------------- Fundamental Value $10,001-$50,000 ---------------------------------------------------------- Global Equity $10,001-$50,000 ---------------------------------------------------------- Global Technology $10,001-$50,000 ---------------------------------------------------------- International Equity $10,001-$50,000 ---------------------------------------------------------- International Select Value $10,001-$50,000 ---------------------------------------------------------- Strategic Allocation $10,001-$50,000 - ---------------------------------------------------------------------------------------------------------------- Patricia M. Growth** Over $100,000** Flynn ---------------------------------------------------------- Strategic Allocation** $10,001-$50,000 - ----------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 167
- ---------------------------------------------------------------------------------------------------------------- AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES OF ALL DOLLAR RANGE OF EQUITY RIVERSOURCE FUNDS OVERSEEN BOARD MEMBER* FUND SECURITIES IN THE FUND BY BOARD MEMBER - ---------------------------------------------------------------------------------------------------------------- Anne P. Jones Disciplined Equity $50,001-$100,000 Over $100,000 ---------------------------------------------------------- Diversified Bond $10,001-$50,000 ---------------------------------------------------------- Diversified Equity Income $10,001-$50,000 ---------------------------------------------------------- Global Bond Over $100,000 ---------------------------------------------------------- Global Equity $50,001-$100,000 ---------------------------------------------------------- Growth $50,001-$100,000 ---------------------------------------------------------- High Yield Bond Over $100,000 ---------------------------------------------------------- Short Duration U.S. Government Over $100,000 ---------------------------------------------------------- Small Company Index Over $100,000 ---------------------------------------------------------- Strategic Allocation $10,001-$50,000 - ---------------------------------------------------------------------------------------------------------------- Jeffrey Laikind Disciplined Equity $10,001-$50,000 $50,001-$100,000 ---------------------------------------------------------- Growth $50,001-$100,000 - ---------------------------------------------------------------------------------------------------------------- Stephen R. Cash Management** Over $100,000** Lewis, Jr. ---------------------------------------------------------- Diversified Equity Income** $10,001-$50,000 ---------------------------------------------------------- Emerging Markets** ---------------------------------------------------------- International Opportunity** ---------------------------------------------------------- Mid Cap Growth $10,001-$50,000 ---------------------------------------------------------- Portfolio Builder Total Equity** ---------------------------------------------------------- Strategic Allocation $10,001-$50,000 - ---------------------------------------------------------------------------------------------------------------- Catherine James Disciplined Equity** Over $100,000** Paglia ---------------------------------------------------------- Diversified Equity Income $10,001-$50,000 ---------------------------------------------------------- Growth $10,001-$50,000 ---------------------------------------------------------- Small Cap Advantage** ---------------------------------------------------------- Strategic Allocation $50,001-$100,000 - ---------------------------------------------------------------------------------------------------------------- Alison Taunton Diversified Equity Income $10,001-$50,000 Over $100,000 Rigby ---------------------------------------------------------- Emerging Markets $10,001-$50,000 ---------------------------------------------------------- Equity Value $10,001-$50,000 ---------------------------------------------------------- Global Equity $10,001-$50,000 ---------------------------------------------------------- Growth $10,001-$50,000 ---------------------------------------------------------- Income Builder Enhanced Income Over $100,000 ---------------------------------------------------------- International Aggressive Growth $10,001-$50,000 ---------------------------------------------------------- International Select Value $10,001-$50,000 ---------------------------------------------------------- Mid Cap Value $10,001-$50,000 ---------------------------------------------------------- Strategic Allocation $10,001-$50,000 - ----------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 168
- ---------------------------------------------------------------------------------------------------------------- AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES OF ALL DOLLAR RANGE OF EQUITY RIVERSOURCE FUNDS OVERSEEN BOARD MEMBER* FUND SECURITIES IN THE FUND BY BOARD MEMBER - ---------------------------------------------------------------------------------------------------------------- William F. Balanced $50,001-$100,000 Over $100,000 Truscott ---------------------------------------------------------- Cash Management Over $100,000 ---------------------------------------------------------- Disciplined Equity $50,001-$100,000 ---------------------------------------------------------- Disciplined International Equity $50,001-$100,000 ---------------------------------------------------------- Dividend Opportunity Over $100,000 ---------------------------------------------------------- Emerging Markets $50,001-$100,000 ---------------------------------------------------------- Floating Rate Over $100,000 ---------------------------------------------------------- Global Equity Over $100,000 ---------------------------------------------------------- Global Technology $10,001-$50,000 ---------------------------------------------------------- Growth $50,001-$100,000 ---------------------------------------------------------- High Yield Bond $50,001-$100,000 ---------------------------------------------------------- Income Builder Enhanced Income Over $100,000 ---------------------------------------------------------- Income Opportunities $10,001-$50,000 ---------------------------------------------------------- Intermediate Tax-Exempt $50,001-$100,000 ---------------------------------------------------------- International Opportunity Over $100,000 ---------------------------------------------------------- Large Cap Equity Over $100,000 ---------------------------------------------------------- Large Cap Value $50,001-$100,000 ---------------------------------------------------------- Massachusetts Tax-Exempt Over $100,000 ---------------------------------------------------------- Mid Cap Growth $50,001-$100,000 ---------------------------------------------------------- Mid Cap Value $10,001-$50,000 ---------------------------------------------------------- Portfolio Builder Moderate Over $100,000 Aggressive ---------------------------------------------------------- Real Estate $50,001-$100,000 ---------------------------------------------------------- Retirement Plus 2035 $50,001-$100,000 ---------------------------------------------------------- Small Cap Advantage $10,001-$50,000 ---------------------------------------------------------- Small Cap Equity Over $100,000 ---------------------------------------------------------- Small Cap Value $10,001-$50,000 ---------------------------------------------------------- Strategic Allocation Over $100,000 ---------------------------------------------------------- Tax-Exempt High Income $50,001-$100,000 - ----------------------------------------------------------------------------------------------------------------
* Ms. Carlton was not a Board member as of Dec. 31, 2006 and therefore is not included in the table. ** Deferred compensation invested in share equivalents: A. Flynn Growth......................... $50,001-$100,000 Strategic Allocation........... $50,001-$100,000 B. Lewis Cash Management................ $50,001-$100,000 Diversified Equity Income...... Over $100,000 Emerging Markets............... $10,001-$50,000 International Opportunity...... $10,001-$50,000 Portfolio Builder Total Equity......................... $10,001-$50,000 C. Paglia Disciplined Equity............. $50,001-$100,000 Small Cap Advantage............ $50,001-$100,000
As of 30 days prior to the date of this SAI, the Board members and officers as a group owned less than 1% of the outstanding shares of any class of any fund. Statement of Additional Information - Sept. 28, 2007 Page 169 This table shows the dollar range of equity securities beneficially owned on June 30, 2007 of each fund. TABLE 29. BOARD MEMBER HOLDINGS -- INDIVIDUAL FUNDS AS OF QUARTER END
- ---------------------------------------------------------------------------------------------------------------- AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES OF ALL DOLLAR RANGE OF EQUITY RIVERSOURCE FUNDS OVERSEEN BOARD MEMBER* FUND SECURITIES IN THE FUND BY BOARD MEMBER - ---------------------------------------------------------------------------------------------------------------- Kathleen Blatz Emerging Markets $10,001-$50,000 Over $100,000 ---------------------------------------------------------- Equity Value $50,001-$100,000 ---------------------------------------------------------- Global Equity $50,001-$100,000 ---------------------------------------------------------- Real Estate $10,001-$50,000 ---------------------------------------------------------- Strategic Allocation Over $100,000 - ---------------------------------------------------------------------------------------------------------------- Arne H. Carlson Cash Management Over $00,000 Over $100,000 ---------------------------------------------------------- Disciplined Equity $10,001-$50,000 ---------------------------------------------------------- Dividend Opportunity $10,001-$50,000 ---------------------------------------------------------- Global Technology $10,001-$50,000 ---------------------------------------------------------- International Equity $10,001-$50,000 ---------------------------------------------------------- International Select Value $10,001-$50,000 ---------------------------------------------------------- Strategic Allocation $50,001-$100,000 - ---------------------------------------------------------------------------------------------------------------- Patricia M. Growth $50,001-$100,000** Over $100,000** Flynn ---------------------------------------------------------- Portfolio Builder Aggressive $10,001-$50,000** ---------------------------------------------------------- Strategic Allocation Over $100,000** - ---------------------------------------------------------------------------------------------------------------- Anne P. Jones Disciplined Equity $50,001-$100,000 Over $100,000 ---------------------------------------------------------- Diversified Bond $10,001-$50,000 ---------------------------------------------------------- Diversified Equity Income $50,001-$100,000 ---------------------------------------------------------- Global Bond Over $100,000 ---------------------------------------------------------- Global Equity $50,001-$100,000 ---------------------------------------------------------- Growth $50,001-$100,000 ---------------------------------------------------------- High Yield Bond Over $100,000 ---------------------------------------------------------- Short Duration U.S. Government Over $100,000 ---------------------------------------------------------- Small Company Index $50,000-$100,000 ---------------------------------------------------------- Strategic Allocation $50,001-$100,000 - ---------------------------------------------------------------------------------------------------------------- Jeffrey Laikind Disciplined Equity $10,001-$50,000 Over $100,000 ---------------------------------------------------------- Growth $50,001-$100,000 - ---------------------------------------------------------------------------------------------------------------- Stephen R. Cash Management $50,001-$100,000** Over $100,000** Lewis, Jr. ---------------------------------------------------------- Disciplined International Equity $50,001-$100,000** ---------------------------------------------------------- Diversified Equity Income Over $100,000** ---------------------------------------------------------- Emerging Markets $50,001-$100,000** ---------------------------------------------------------- Mid Cap Growth $10,001-$50,000 ---------------------------------------------------------- Portfolio Builder Total Equity $10,001-$50,000** ---------------------------------------------------------- Strategic Allocation $10,001-$50,000 - ---------------------------------------------------------------------------------------------------------------- Catherine James Disciplined Equity $50,001-$100,000** Over $100,000** Paglia ---------------------------------------------------------- Global Equity $50,001-$100,000** ---------------------------------------------------------- Growth $10,001-$50,000 ---------------------------------------------------------- Small Cap Advantage $50,001-$100,000** ---------------------------------------------------------- Strategic Allocation $50,001-$100,000 - ----------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 170
- ---------------------------------------------------------------------------------------------------------------- AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES OF ALL DOLLAR RANGE OF EQUITY RIVERSOURCE FUNDS OVERSEEN BOARD MEMBER* FUND SECURITIES IN THE FUND BY BOARD MEMBER - ---------------------------------------------------------------------------------------------------------------- Alison Cash Management $10,001-$50,000 Over $100,000 Taunton-Rigby ---------------------------------------------------------- Diversified Equity Income $50,001-$100,000 ---------------------------------------------------------- Emerging Markets $50,001-$100,000 ---------------------------------------------------------- Growth Over $100,000 ---------------------------------------------------------- Income Builder Enhanced Income Over $100,000 ---------------------------------------------------------- International Aggressive Growth Over $100,000 ---------------------------------------------------------- International Select Value Over $100,000 ---------------------------------------------------------- Mid Cap Value $50,001-$100,000 ---------------------------------------------------------- Small Cap Value $50,001-$100,000 ---------------------------------------------------------- Strategic Allocation Over $100,000 - ---------------------------------------------------------------------------------------------------------------- William F. Balanced Over $100,000 Over $100,000 Truscott ---------------------------------------------------------- Cash Management Over $100,000 ---------------------------------------------------------- Disciplined Equity Over $100,000 ---------------------------------------------------------- Disciplined International Equity Over $100,000 ---------------------------------------------------------- Disciplined Small & Mid Cap $10,001-$50,000 ---------------------------------------------------------- Disciplined Small Cap Value Over $100,000 ---------------------------------------------------------- Diversified Bond $10,001-$50,000 ---------------------------------------------------------- Emerging Markets Over $100,000 ---------------------------------------------------------- Floating Rate Over $100,000 ---------------------------------------------------------- Global Equity Over $100,000 ---------------------------------------------------------- Global Technology $50,001-$100,000 ---------------------------------------------------------- Growth Over $100,000 ---------------------------------------------------------- High Yield Bond $50,001-$100,000 ---------------------------------------------------------- Income Builder Enhanced Income Over $100,000 ---------------------------------------------------------- Income Opportunities $10,001-$50,000 ---------------------------------------------------------- Intermediate Tax-Exempt $50,001-$100,000 ---------------------------------------------------------- International Equity $10,001-$50,000 ---------------------------------------------------------- International Opportunity Over $100,000 ---------------------------------------------------------- International Select Value $10,001-$50,000 ---------------------------------------------------------- International Small Cap Over $100,000 ---------------------------------------------------------- Large Cap Equity Over $100,000 ---------------------------------------------------------- Large Cap Value $50,001-$100,000 ---------------------------------------------------------- Massachusetts Tax-Exempt Over $100,000 ---------------------------------------------------------- Mid Cap Growth $50,001-$100,000 ---------------------------------------------------------- Mid Cap Value $10,001-$50,000 ---------------------------------------------------------- Portfolio Builder Over $100,000 Moderate Aggressive ---------------------------------------------------------- Real Estate $50,001-$100,000 ---------------------------------------------------------- Retirement Plus 2035 Over $100,000 ---------------------------------------------------------- Small Cap Advantage $10,001-$50,000 ---------------------------------------------------------- Small Cap Equity Over $100,000 ---------------------------------------------------------- Small Cap Value $10,001-$50,000 ---------------------------------------------------------- Strategic Allocation Over $100,000 ---------------------------------------------------------- Tax-Exempt High Income $50,001-$100,000 - ----------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 171 * Pamela Carlton was not a member of the Board as of June 30, 2007. ** Deferred compensation invested in share equivalents: A. Flynn Growth......................... $50,001-$100,000 Portfolio Builder Aggressive... $10,001-$50,000 Strategic Allocation........... Over $100,000 B. Lewis Cash Management................ $50,001-$100,000 Disciplined Int'l Equity....... $50,001-$100,000 Diversified Equity Income...... Over $100,000 Emerging Markets............... $50,001-$100,000 Portfolio Builder Total Equity......................... $10,001-$50,000 C. Paglia Disciplined Equity............. $50,001-$100,000 Small Cap Advantage............ $50,001-$100,000 Global Equity.................. $50,001-$100,000
COMPENSATION OF BOARD MEMBERS TOTAL COMPENSATION. The following table shows the total compensation paid to independent Board members from all the RiverSource funds in the last fiscal period. TABLE 30. BOARD MEMBER COMPENSATION - ALL FUNDS
- ---------------------------------------------------------------------------------------------------------------------- TOTAL CASH COMPENSATION FROM PENSION OR RETIREMENT RIVERSOURCE FUNDS BOARD MEMBER(A) BENEFITS PAID TO BOARD MEMBER PAID TO BOARD MEMBER - ---------------------------------------------------------------------------------------------------------------------- Kathleen Blatz N/A $147,817 - ---------------------------------------------------------------------------------------------------------------------- Arne H. Carlson(b) $13,750(b) 233,333 - ---------------------------------------------------------------------------------------------------------------------- Pamela Carlton N/A 16,667 - ---------------------------------------------------------------------------------------------------------------------- Patricia M. Flynn N/A 141,367(c) - ---------------------------------------------------------------------------------------------------------------------- Anne P. Jones N/A 148,217 - ---------------------------------------------------------------------------------------------------------------------- Jeffrey Laikind N/A 148,217 - ---------------------------------------------------------------------------------------------------------------------- Stephen R. Lewis, Jr. N/A 282,183(c) - ---------------------------------------------------------------------------------------------------------------------- Catherine James Paglia N/A 141,367(c) - ---------------------------------------------------------------------------------------------------------------------- Vikki L. Pryor(d) N/A 70,317 - ---------------------------------------------------------------------------------------------------------------------- Alan K. Simpson(e) N/A 20,400 - ---------------------------------------------------------------------------------------------------------------------- Alison Taunton-Rigby N/A 133,867 - ----------------------------------------------------------------------------------------------------------------------
(a) Board member compensation is a combination of a base fee and meeting fees, with the exception of the Chair of the Boards, who receives a base annual compensation. Payment of compensation is facilitated by a company providing limited administrative services to the funds and to the Boards. (b) Mr. Carlson served as Chair of the Boards through Dec. 31, 2006. The amount for Mr. Carlson includes base annual compensation for serving as Chair of the Boards through Dec. 31, 2006. Additionally, during the time he served as Chair of the Boards, from March 1, 1999 to Dec. 31, 2006, Mr. Carlson was provided health and certain other benefits, including participation in a Qualified Retirement Plan (QRP) and a Supplemental Retirement Plan (SRP). Under the QRP, subject to limits imposed by applicable law (the Dollar Limits), Mr. Carlson earned annually 15% of the non-deferred portion of his base annual compensation. The QRP payments were fully funded by the funds in the year that they were earned by Mr. Carlson. The above table reflects $13,750 paid pursuant to the QRP during the fiscal period. To the extent the 15% amount exceeded the Dollar Limits in any year, the excess was recorded for the benefit of Mr. Carlson under the SRP. These SRP amounts were accrued as liabilities of the funds. Table 31B shows the amount of the SRP accrual in each year for the benefit of Mr. Carlson. Total base annual compensation from the RiverSource funds paid to Mr. Carlson for the fiscal period ended Jan. 31, 2007 (not including retirement benefits) was $219,583. (c) Ms. Flynn, Mr. Lewis and Ms. Paglia elected to defer a portion of the total cash compensation payable during the period in the amount of $61,517, $81,775 and $141,367, respectively. Amount deferred by fund is set forth in Table 32. Additional information regarding the deferred compensation plan is described below. (d) Ms. Pryor ceased service as a member of the Boards, effective Jan. 11, 2007. (She had commenced serving on the Boards on Feb. 15, 2006.) (e) Mr. Simpson retired as a member of the Boards, effective Sept. 14, 2006. Statement of Additional Information - Sept. 28, 2007 Page 172 TABLE 31. SUPPLEMENTAL BOARD MEMBER RETIREMENT BENEFITS - ALL FUNDS
- --------------------------------------------------------------------------------------------------------------------------------- YEAR 1999 2000 2001 2002 2003 2004 2005 2006 - --------------------------------------------------------------------------------------------------------------------------------- Arne H. Carlson * $13,200 -- $3,750 -- $4,950 $18,000 $17,250 $15,750 - ---------------------------------------------------------------------------------------------------------------------------------
* Retirement benefit amounts in excess of the Dollar Limits were accrued annually for the benefit of Mr. Carlson in a SRP. This table shows the amount of such accruals. Because of his retirement as Chair, the SRP amounts are now payable to Mr. Carlson. In this regard, it is expected that the total accrued retirement benefits under the SRP, equal to approximately $82,000 (which includes earnings and interest on the contributed amounts set forth in the table), will be paid to Mr. Carlson in January 2008. SRP payments are funded by the funds. As of January 2007, neither the Chair nor any Board member earns retirement benefits. The independent Board members determine the amount of compensation that they receive, including the amount paid to the Chair 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 Chair, the independent Board members take into account, among other things, the Chair's significant additional responsibilities (e.g., setting the agenda for Board meetings, communicating or meeting regularly with the Funds' Chief Compliance Officer, Counsel to the independent Board members, and the Funds' service providers) which result in a significantly greater time commitment required of the Board Chair. The Chair's compensation, therefore, has generally been set at a level between 2.5 and 3 times the level of compensation paid to other independent Board members. Effective Jan. 1, 2007, independent Board members will be paid an annual retainer of $80,000. Committee and sub-committee Chairs will each receive an additional annual retainer of $5,000. In addition, independent Board members will be 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 telephonic meetings. In 2007, the Board's Chair will receive total annual cash compensation of $385,000, approximately 2.7 times the anticipated average annual compensation expected to be earned by an independent Board member in 2007. 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 they had been invested in shares of one or more RiverSource 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 Fund assets and liabilities. COMPENSATION FROM EACH FUND. The following table shows the compensation paid to independent Board members from each fund during its last fiscal period. TABLE 32. BOARD MEMBER COMPENSATION - INDIVIDUAL FUNDS
- ------------------------------------------------------------------------------------------------------------------------------ AGGREGATE COMPENSATION FROM FUND ------------------------------------------------------------------------------------------------ TAUNTON- FUND BLATZ CARLSON* CARLTON FLYNN JONES LAIKIND LEWIS PAGLIA PRYOR** SIMPSON** RIGBY - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Builder *** *** *** *** *** *** *** *** *** *** *** Aggressive - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Builder *** *** *** *** *** *** *** *** *** *** *** Conservative - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Moderate *** *** *** *** *** *** *** *** *** *** *** - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Moderate *** *** *** *** *** *** *** *** *** *** *** Aggressive - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 173
- ------------------------------------------------------------------------------------------------------------------------------ AGGREGATE COMPENSATION FROM FUND ------------------------------------------------------------------------------------------------ TAUNTON- FUND BLATZ CARLSON* CARLTON FLYNN JONES LAIKIND LEWIS PAGLIA PRYOR** SIMPSON** RIGBY - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Moderate *** *** *** *** *** *** *** *** *** *** *** Conservative - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Total *** *** *** *** *** *** *** *** *** *** *** Equity - ------------------------------------------------------------------------------------------------------------------------------ S&P 500 Index - total 415 1,159 N/A 420 474 458 527 436 391 294 412 Amount deferred 0 0 204 0 0 137 436 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Small Company Index - total 1,880 5,223 N/A 1,894 2,156 2,078 2,374 1,972 1,777 1,348 1,861 Amount deferred 0 0 922 0 0 615 1,972 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - ------------------------------------------------------------------------------------------------------------------------------ Equity Value - total 1,982 4,553 N/A 1,960 2,252 2,176 3,202 2,036 1,741 1,169 1,921 Amount deferred 0 0 926 0 0 874 2,036 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Precious Metals and 188 432 N/A 186 215 207 304 195 166 114 183 Mining - total Amount deferred 0 0 88 0 0 83 195 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Small Cap Advantage - total 1,216 2,903 N/A 1,198 1,397 1,345 1,849 1,249 1,100 800 1,178 Amount deferred 0 0 573 0 0 498 1,249 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Small Cap Growth - total 371 865 N/A 366 423 408 586 381 329 229 359 Amount deferred 0 0 174 0 0 159 381 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2010 *** *** *** *** *** *** *** *** *** *** *** - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2015 *** *** *** *** *** *** *** *** *** *** *** - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2020 *** *** *** *** *** *** *** *** *** *** *** - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2025 *** *** *** *** *** *** *** *** *** *** *** - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2030 *** *** *** *** *** *** *** *** *** *** *** - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2035 *** *** *** *** *** *** *** *** *** *** *** - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2040 *** *** *** *** *** *** *** *** *** *** *** - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2045 *** *** *** *** *** *** *** *** *** *** *** - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING MAY 31 - ------------------------------------------------------------------------------------------------------------------------------ Aggressive Growth - total 1,025 2,018 N/A 997 1,120 1,078 1,805 1,039 725 448 963 Amount deferred 0 0 457 0 0 506 1,039 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Fundamental Growth - total 360 642 N/A 352 383 372 696 363 232 116 337 Amount deferred 0 0 158 0 0 199 363 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Fundamental Value - total 1,991 3,846 N/A 1,933 2,165 2,092 3,558 2,007 1,381 786 1,863 Amount deferred 0 0 882 0 0 1,001 2,007 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ High Yield Bond - total 3,467 6,785 N/A 3,366 3,784 3,654 6,136 3,496 2,443 1,395 3,247 Amount deferred 0 0 1,540 0 0 1,723 3,496 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Income Builder Basic Income *** *** *** *** *** *** *** *** *** *** *** - ------------------------------------------------------------------------------------------------------------------------------ Income Builder Enhanced *** *** *** *** *** *** *** *** *** *** *** Income - ------------------------------------------------------------------------------------------------------------------------------ Income Builder Moderate *** *** *** *** *** *** *** *** *** *** *** Income - ------------------------------------------------------------------------------------------------------------------------------ Select Value - total 1,074 2,123 N/A 1,042 1,176 1,134 1,883 1,084 762 451 1,007 Amount deferred 0 0 478 0 0 528 1,084 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Short Duration U.S. 1,703 3,495 N/A 1,651 1,884 1,813 2,881 1,722 1,268 760 1,600 Government - total Amount deferred 0 0 764 0 0 801 1,722 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 174
- ------------------------------------------------------------------------------------------------------------------------------ AGGREGATE COMPENSATION FROM FUND ------------------------------------------------------------------------------------------------ TAUNTON- FUND BLATZ CARLSON* CARLTON FLYNN JONES LAIKIND LEWIS PAGLIA PRYOR** SIMPSON** RIGBY - ------------------------------------------------------------------------------------------------------------------------------ Small Cap Equity - total 616 1,236 N/A 598 678 652 1,064 624 448 277 579 Amount deferred 0 0 276 0 0 297 624 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Small Cap Value - total 1,740 3,416 N/A 1,690 1,901 1,833 3,072 1,758 1,229 726 1,632 Amount deferred 0 0 774 0 0 862 1,758 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ U.S. Government Mortgage - 483 866 N/A 470 515 500 937 485 292 162 451 total Amount deferred 0 0 211 0 0 267 485 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Value - total 709 1,412 N/A 689 778 750 1,236 717 512 300 666 Amount deferred 0 0 316 0 0 346 717 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - ------------------------------------------------------------------------------------------------------------------------------ Dividend 2,682 4,351 N/A 2,552 2,855 2,775 5,583 2,632 1,496 722 2,447 Opportunity - total Amount deferred 0 0 1,130 0 0 1,606 2,632 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Real Estate - total 401 641 N/A 384 425 414 849 395 218 99 367 Amount deferred 0 0 169 0 0 245 395 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - ------------------------------------------------------------------------------------------------------------------------------ Cash Management - total 7,831 11,960 969 7,491 7,827 7,827 15,148 7,491 3,536 914 7,077 Amount deferred 0 0 0 3,240 0 0 4,402 7,491 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Core Bond - total 429 664 61 410 429 429 805 410 193 53 388 Amount deferred 0 0 0 178 0 0 233 410 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Disciplined Equity - total 4,147 6,259 552 3,964 4,124 4,124 8,033 3,964 1,802 522 3,743 Amount deferred 0 0 0 1,711 0 0 2,337 3,964 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Disciplined Small and Mid 75 67 23 72 70 70 170 72 6 0 67 Cap Equity - total Amount deferred 0 0 0 29 0 0 51 72 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Disciplined Small Cap 36 32 8 34 33 33 84 34 4 0 32 Value - total Amount deferred 0 0 0 14 0 0 25 34 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Floating Rate - total 873 1,059 136 835 845 845 1,895 835 255 33 780 Amount deferred 0 0 0 348 0 0 560 835 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Growth - total 6,225 10,084 633 5,955 6,267 6,267 11,761 5,955 3,117 928 5,648 Amount deferred 0 0 0 2,604 0 0 3,400 5,955 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Income 626 1,026 61 599 632 632 1,183 599 318 94 569 Opportunities - total Amount deferred 0 0 0 262 0 0 342 599 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Inflation Protected 553 862 77 531 553 553 1,038 531 254 71 502 Securities - total Amount deferred 0 0 0 230 0 0 301 531 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Large Cap Equity - total 13,514 23,263 1,243 12,902 13,751 13,751 24,507 12,902 7,411 2,342 12,290 Amount deferred 0 0 0 5,710 0 0 7,035 12,902 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Large Cap Value - total 187 307 19 179 188 188 350 179 95 30 170 Amount deferred 0 0 0 78 0 0 101 179 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Limited Duration 287 480 30 275 289 289 528 275 148 51 261 Bond - total Amount deferred 0 0 0 121 0 0 152 275 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - ------------------------------------------------------------------------------------------------------------------------------ California Tax-Exempt(a) - 567 600 N/A 1,217 1,385 933 1,635 1,332 400 1,332 1,267 total Amount deferred 0 0 608 0 0 409 682 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Diversified Bond - total 1,783 8,437 N/A 2,783 2,849 2,433 3,099 2,899 1,350 2,899 2,833 Amount deferred 0 0 1,392 0 0 775 1,899 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 175
- ------------------------------------------------------------------------------------------------------------------------------ AGGREGATE COMPENSATION FROM FUND ------------------------------------------------------------------------------------------------ TAUNTON- FUND BLATZ CARLSON* CARLTON FLYNN JONES LAIKIND LEWIS PAGLIA PRYOR** SIMPSON** RIGBY - ------------------------------------------------------------------------------------------------------------------------------ Massachusetts Tax- 567 200 N/A 1,217 1,385 933 1,635 1,332 400 1,332 1,267 Exempt(a) - total Amount deferred 0 0 608 0 0 409 682 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Michigan 567 176 N/A 1,217 1,385 933 1,635 1,332 400 1,332 1,267 Tax-Exempt(a) - total Amount deferred 0 0 608 0 0 409 682 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Minnesota Tax-Exempt(a) - 658 1,146 N/A 1,408 1,577 1,058 1,827 1,524 458 1,524 1,458 total Amount deferred 0 0 704 0 0 457 774 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ New York Tax-Exempt(a) - 567 233 N/A 1,217 1,385 933 1,635 1,332 400 1,332 1,267 total Amount deferred 0 0 608 0 0 409 682 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Ohio Tax-Exempt(a) - total 567 167 N/A 1,217 1,385 933 1,635 1,332 400 1,332 1,267 Amount deferred 0 0 608 0 0 409 682 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - ------------------------------------------------------------------------------------------------------------------------------ Balanced - total 1,150 4,233 N/A 1,525 1,541 1,550 1,741 1,591 950 1,591 1,525 Amount deferred 0 0 763 0 0 435 1,266 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Disciplined Large Cap Growth(e) - ------------------------------------------------------------------------------------------------------------------------------ Diversified Equity Income - 3,175 20,692 N/A 3,675 3,691 3,658 3,891 3,741 2,808 3,741 3,675 total Amount deferred 0 0 1,837 0 0 973 3,291 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Mid Cap Value - total 1,375 4,896 N/A 1,750 1,766 1,775 1,966 1,816 1,092 1,816 1,750 Amount deferred 0 0 875 0 0 491 1,491 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Strategic 1,125 4,072 N/A 1,475 1,491 1,508 1,691 1,541 942 1,541 1,475 Allocation - total Amount deferred 0 0 738 0 0 423 1,241 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Strategic Income Allocation(e) - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - ------------------------------------------------------------------------------------------------------------------------------ Absolute Return Currency 58 15 N/A 8 58 58 8 8 58 0 8 and Income(b) - total Amount deferred 0 0 4 0 0 2 8 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Disciplined International 58 12 N/A 8 58 58 8 8 58 0 8 Equity(c) - total Amount deferred 0 0 4 0 0 2 8 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Emerging Markets - total 1,000 1,972 N/A 1,217 1,282 1,367 1,432 1,282 800 1,257 1,217 Amount deferred 0 0 608 0 0 358 1,066 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Emerging Markets Bond(d) - 383 45 N/A 333 499 433 449 399 383 441 333 total Amount deferred 0 0 167 0 0 112 399 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ European Equity - total 783 436 N/A 1,000 1,066 1,150 1,216 1,066 617 1,057 1,000 Amount deferred 0 0 500 0 0 304 849 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Global Bond - total 975 2,023 N/A 1,192 1,257 1,342 1,407 1,257 758 1,232 1,192 Amount deferred 0 0 596 0 0 352 1,041 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Global Equity - total 1,067 2,551 N/A 1,283 1,349 1,433 1,499 1,349 850 1,307 1,283 Amount deferred 0 0 642 0 0 375 1,132 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Global Technology - total 758 674 N/A 958 1,024 1,108 1,174 1,024 608 1,016 958 Amount deferred 0 0 479 0 0 294 824 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 176
- ------------------------------------------------------------------------------------------------------------------------------ AGGREGATE COMPENSATION FROM FUND ------------------------------------------------------------------------------------------------ TAUNTON- FUND BLATZ CARLSON* CARLTON FLYNN JONES LAIKIND LEWIS PAGLIA PRYOR** SIMPSON** RIGBY - ------------------------------------------------------------------------------------------------------------------------------ International Aggressive 950 1,638 N/A 1,200 1,266 1,350 1,416 1,266 750 1,241 1,200 Growth - total Amount deferred 0 0 600 0 0 354 1,016 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ International 783 704 N/A 1,000 1,066 1,150 1,216 1,066 617 1,057 1,000 Equity - total Amount deferred 0 0 500 0 0 304 849 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ International Opportunity - 1,033 2,279 N/A 1,283 1,349 1,433 1,499 1,349 817 1,316 1,283 total Amount deferred 0 0 642 0 0 375 1,099 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ International Select 1,483 6,528 N/A 1,700 1,766 1,850 1,916 1,766 1,300 1,657 1,700 Value - total Amount deferred 0 0 850 0 0 479 1,549 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ International Small 783 415 N/A 1,000 1,066 1,150 1,216 1,066 617 1,057 1,000 Cap - total Amount deferred 0 0 500 0 0 304 849 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - ------------------------------------------------------------------------------------------------------------------------------ Intermediate Tax-Exempt - 942 489 N/A 1,000 1,266 1,200 1,266 1,066 775 949 1,000 total Amount deferred 0 0 500 0 0 316 1,007 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Mid Cap Growth - total 2,033 7,936 N/A 2,200 2,466 2,400 2,466 2,266 1,650 1,982 2,200 Amount deferred 0 0 1,100 0 0 616 2,099 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Tax-Exempt Bond - total 1,375 3,535 N/A 1,467 1,732 1,667 1,732 1,532 1,142 1,332 1,467 Amount deferred 0 0 733 0 0 433 1,441 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ Tax-Exempt High Income - 3,058 14,836 N/A 3,192 3,457 3,392 3,458 3,257 2,475 2,774 3,192 total Amount deferred 0 0 1,596 0 0 864 3,124 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING DECEMBER 31 - ------------------------------------------------------------------------------------------------------------------------------ Tax-Exempt Money Market - 1,000 519 N/A 1,000 1,316 1,250 1,316 1,066 833 891 1,000 total Amount deferred 0 0 500 0 0 329 1,066 0 0 0 - ------------------------------------------------------------------------------------------------------------------------------
* Mr. Carlson served as Chair of the Boards through Dec. 31, 2006. For Mr. Carlson, aggregate compensation for fiscal periods through Dec. 31, 2006 was based initially on the total annual cash compensation, including payments under the Qualified Retirement Plan, but for purposes of this Table 32 was (1) estimated for each fund based on the relative net assets of all funds for fiscal periods ending on or before Dec. 31, 2006, and was (2) limited for each fund to compensation paid by the fund subsequent to Jan. 1, 2006, accrued through the fund's fiscal period end. ** Ms. Pryor ceased service as a member of the Boards, effective Jan. 11, 2007. Mr. Simpson retired as a member of the Boards, effective Sept. 14, 2006. *** Funds-of-Funds do not pay additional compensation to the Board members for attending meetings. Compensation is paid directly from the underlying funds in which each Fund-of-Funds invests. (a) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. The information shown is for the period from July 1, 2005 through Aug. 31, 2006. (b) For the period from June 15, 2006 (when the Fund became available) to Oct. 31, 2006. (c) For the period from May 18, 2006 (when shares became publicly available) to Oct. 31, 2006. (d) For the period from Feb. 16, 2006 (when shares became publicly available) to Oct. 31, 2006. (e) As of the date of this SAI, the Fund has not passed its first fiscal year end, and therefore has no reporting information. Statement of Additional Information - Sept. 28, 2007 Page 177 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES The following table identifies those investors who, as of 30 days after the end of the fund's fiscal period, owned 5% or more of any class of a fund's shares and those investors who owned 25% or more of a fund's shares (all share classes taken together). Investors who own more than 25% of a fund's shares are presumed to control the fund and would be able to determine the outcome of most issues that are submitted to shareholders for vote. The table is organized by fiscal year end. You can find your fund's fiscal year end in Table 1. TABLE 33. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES As of 30 days after the end of the fund's fiscal period:
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ FUNDS WITH FISCAL PERIOD ENDING JANUARY 31 - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Ameriprise Financial, Inc. Class R4 15.94% Aggressive (Ameriprise Financial), Minneapolis, MN --------------------------------------------------------------------------------------------- Class R4 84.06% Charles Schwab & Co., Inc. (Charles Schwab), a brokerage firm in San Francisco, CA - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Ameriprise Financial Class R4 43.56% Conservative --------------------------------------------------------------------------------------------- Class R4 56.44% Charles Schwab - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Ameriprise Financial Class R4 16.17% Moderate --------------------------------------------------------------------------------------------- Class R4 83.83% Charles Schwab - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Charles Schwab Class R4 98.26% Moderate Aggressive - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Ameriprise Financial Class R4 38.24% Moderate Conservative --------------------------------------------------------------------------------------------- Class R4 61.76% Charles Schwab - ------------------------------------------------------------------------------------------------------------------------------ Portfolio Builder Ameriprise Financial Class R4 6.45% Total Equity --------------------------------------------------------------------------------------------- Class R4 93.55% Charles Schwab - ------------------------------------------------------------------------------------------------------------------------------ S&P 500 Index Ameriprise Trust Company, Class E 83.30% Minneapolis, MN --------------------------------------------------------------------------------------------- Class D 100.00% Charles Schwab --------------------------------------------------- Class E 16.48% - ------------------------------------------------------------------------------------------------------------------------------ Small Company Index Ameriprise Trust Company Class R4 84.96% --------------------------------------------------------------------------------------------- Class A 9.37% Charles Schwab --------------------------------------------------------------------------------------------- Class R4 10.44% GWFS Equities Inc., Greenwood Village, CO - ------------------------------------------------------------------------------------------------------------------------------ FUNDS WITH FISCAL PERIOD ENDING MARCH 31 - ------------------------------------------------------------------------------------------------------------------------------ Equity Value Ameriprise Financial Class I 100.00% --------------------------------------------------- Class R2 100.00% --------------------------------------------------- Class R3 100.00% --------------------------------------------------- Class R5 100.00% --------------------------------------------------- Class W 100.00% --------------------------------------------------------------------------------------------- Class A 7.79% Charles Schwab --------------------------------------------------------------------------------------------- Class C 6.84% John C. Mullarkey, Willowbrook, IL --------------------------------------------------------------------------------------------- Class R4 98.72% Wachovia Bank NA (Wachovia Bank), Charlotte, NC - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 178
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ Precious Metals and Mining Ameriprise Financial Class I 100.00% --------------------------------------------------------------------------------------------- Class A 14.66% Charles Schwab --------------------------------------------------- Class R4 97.96% --------------------------------------------------------------------------------------------- Class C 7.77% John E. Bridgman, Minneapolis, MN --------------------------------------------------------------------------------------------- Class C 9.25% Richard L. Venable and Susan Angela Venable, Argyle, TX - ------------------------------------------------------------------------------------------------------------------------------ Small Cap Advantage Ameriprise Financial Class I 100.00% --------------------------------------------------- Class R2 100.00% --------------------------------------------------- Class R3 100.00% --------------------------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class A 13.39% Charles Schwab --------------------------------------------------- Class R4 99.11% - ------------------------------------------------------------------------------------------------------------------------------ Small Cap Growth Ameriprise Financial Class R2 100.00% --------------------------------------------------- Class R3 100.00% --------------------------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class A 13.12% Charles Schwab --------------------------------------------------- Class R4 35.72% --------------------------------------------------------------------------------------------- Class I 19.55% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.20% Portfolio Builder Conservative Fund --------------------------------------------------------------------------------------------- Class I 32.22% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 20.25% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 21.36% Portfolio Builder Total Equity Fund --------------------------------------------------------------------------------------------- Class R4 63.59% Wachovia Bank - ------------------------------------------------------------------------------------------------------------------------------ FUNDS WITH FISCAL PERIOD ENDING APRIL 30 - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2010 Ameriprise Financial Class R2 100.00% --------------------------------------------------- Class R3 100.00% --------------------------------------------------- Class R4 100.00% --------------------------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class A 36.67% Charles Schwab --------------------------------------------------------------------------------------------- Class Y 98.80% Wachovia Bank --------------------------------------------------------------------------------------------- Class A 14.84% Delbert K and Helen R Havercroft, Hutchinson, KS --------------------------------------------------------------------------------------------- Class A 6.16% Charles B. Mark, Kihei, HI --------------------------------------------------------------------------------------------- Class A 6.13% Nathaniel and Jonnie Jackson, Toledo, OH - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 179
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2015 Ameriprise Financial Class R2 100.00% --------------------------------------------------- Class R3 100.00% --------------------------------------------------- Class R4 100.00% --------------------------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class A 7.79% Charles Schwab --------------------------------------------------------------------------------------------- Class Y 99.14% Wachovia Bank --------------------------------------------------------------------------------------------- Class A 11.27% Jack R. and Virginia L. Nelson, Rapid City, SD --------------------------------------------------------------------------------------------- Class A 8.26% Stephen W. and Denise R. Hatt, Fredericksburg, VA --------------------------------------------------------------------------------------------- Class A 7.81% Robert and Pamela R. D'Agostino, Canton, MA --------------------------------------------------------------------------------------------- Class A 7.80% Sherellee F. Medlock, Desoto, TX - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2020 Ameriprise Financial Class R2 100.00% --------------------------------------------------- Class R3 100.00% --------------------------------------------------- Class R4 100.00% --------------------------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class Y 99.43% Wachovia Bank --------------------------------------------------------------------------------------------- Class A 8.42% John C. Burowski, Suffern, NY --------------------------------------------------------------------------------------------- Class A 7.06% William R. and Tina L. Oliver, Las Vegas, NV --------------------------------------------------------------------------------------------- Class A 6.97% Lisa J. and Cecil B. Mc Adams, Tallahassee, FL --------------------------------------------------------------------------------------------- Class A 5.83% Keith J. Newmark, Coral Springs, FL - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2025 Ameriprise Financial Class R2 100.00% --------------------------------------------------- Class R3 100.00% --------------------------------------------------- Class R4 100.00% --------------------------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class Y 99.42% Wachovia Bank --------------------------------------------------------------------------------------------- Class A 9.08% Darryl Roberts, Toledo, OH --------------------------------------------------------------------------------------------- Class A 7.93% Kevin S. Vincent, Hillsboro, OR --------------------------------------------------------------------------------------------- Class A 7.17% Denise A. Spring, Peoria, IL --------------------------------------------------------------------------------------------- Class A 5.24% William D. Pullins, Hot Springs, SD - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2030 Ameriprise Financial Class R2 100.00% --------------------------------------------------- Class R3 100.00% --------------------------------------------------- Class R4 100.00% --------------------------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class Y 99.39% Wachovia Bank --------------------------------------------------------------------------------------------- Class A 10.04% Stephen T. and Teresa T. Bockian, Orlando, FL --------------------------------------------------------------------------------------------- Class A 9.70% Troy and Sandy Farrington, Riverton, UT - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 180
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2035 Ameriprise Financial Class R2 100.00% --------------------------------------------------- Class R3 100.00% --------------------------------------------------- Class R4 100.00% --------------------------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class Y 98.39% Wachovia Bank --------------------------------------------------------------------------------------------- Class A 14.50% Richard and Stefanie A. Nelson, Hot Springs, SD --------------------------------------------------------------------------------------------- Class A 11.81% William F. and Kathleen Truscott, Marblehead, MA --------------------------------------------------------------------------------------------- Class A 6.05% Paul S. Mumma, St. Louis Park, MN --------------------------------------------------------------------------------------------- Class A 5.67% Eric J. and Christine X. Dawson, Spring Lake, MI - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2040 Ameriprise Financial Class R2 100.00% --------------------------------------------------- Class R3 100.00% --------------------------------------------------- Class R4 100.00% --------------------------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class Y 99.20% Wachovia Bank --------------------------------------------------------------------------------------------- Class A 7.11% Larry R. Shum, Shanandoah, IA --------------------------------------------------------------------------------------------- Class A 5.85% Richard and Stefanie A. Nelson, Hot Springs, SD --------------------------------------------------------------------------------------------- Class A 5.11% Yi Chen, Glen Allen, VA - ------------------------------------------------------------------------------------------------------------------------------ Retirement Plus 2045 Ameriprise Financial Class R2 100.00% --------------------------------------------------- Class R3 100.00% --------------------------------------------------- Class R4 100.00% --------------------------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class Y 95.71% Wachovia Bank --------------------------------------------------------------------------------------------- Class A 9.00% Troy M. Brueggemeier, St. Louis Park, MN --------------------------------------------------------------------------------------------- Class A 6.26% Anthony D. And Rebecca-Heizer Marken, Lexington, MA --------------------------------------------------------------------------------------------- Class A 5.84% Colby L. Morrow, Fresno, CA --------------------------------------------------------------------------------------------- Class A 5.60% Anna Marcus, New York, NY - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 181
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ FUNDS WITH FISCAL PERIOD ENDING MAY 31 - ------------------------------------------------------------------------------------------------------------------------------ Aggressive Growth Ameriprise Financial Class R2 100.00% --------------------------------------------------- Class R3 100.00% --------------------------------------------------- Class R4 24.74% --------------------------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class R4 75.26% Charles Schwab --------------------------------------------------------------------------------------------- Class I 19.55% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 20.31% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 32.23% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.24% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 21.23% Portfolio Builder Total Equity Fund - ------------------------------------------------------------------------------------------------------------------------------ Fundamental Growth Ameriprise Financial Class R4 29.26% 89.30%(b) --------------------------------------------------------------------------------------------- Class A 5.31% Charles Schwab --------------------------------------------------- Class R4 70.74% --------------------------------------------------------------------------------------------- Class I 19.72% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 19.95% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 32.44% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.11% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 21.47% Portfolio Builder Total Equity Fund --------------------------------------------------------------------------------------------- Class C 25.77% Taylor Ambe-Crain Partnership, Westlake Vlg, CA - ------------------------------------------------------------------------------------------------------------------------------ Fundamental Value Charles Schwab Class A 15.19% --------------------------------------------------- Class R4 98.51% --------------------------------------------------------------------------------------------- Class I 19.56% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 20.36% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 32.21% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.26% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 21.20% Portfolio Builder Total Equity Fund - ------------------------------------------------------------------------------------------------------------------------------ High Yield Bond Ameriprise Financial Class R2 100.00% --------------------------------------------------- Class R3 100.00% --------------------------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class W 99.99% American Enterprise Investment Services Inc. Minneapolis, MN --------------------------------------------------------------------------------------------- Class A 10.83% Charles Schwab --------------------------------------------------- Class R4 47.70% --------------------------------------------------------------------------------------------- Class R4 52.04% GWFS Equities Inc. Greenwood Village, CO --------------------------------------------------------------------------------------------- Class I 7.38% Income Builder Basic Income --------------------------------------------------------------------------------------------- Class I 58.35% Income Builder Enhanced Income --------------------------------------------------------------------------------------------- Class I 31.36% Income Builder Moderate Income - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 182
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ Income Builder Basic Income Ameriprise Financial Class R2 10.10% --------------------------------------------------------------------------------------------- Class A 39.43% Charles Schwab --------------------------------------------------- Class R4 89.90% - ------------------------------------------------------------------------------------------------------------------------------ Income Builder Enhanced Income Ameriprise Financial Class R4 18.32% --------------------------------------------------------------------------------------------- Class A 43.43% Charles Schwab --------------------------------------------------- Class R4 81.68% - ------------------------------------------------------------------------------------------------------------------------------ Income Builder Moderate Income Ameriprise Financial Class R4 48.68% --------------------------------------------------------------------------------------------- Class A 43.69% Charles Schwab --------------------------------------------------- Class R4 51.32% - ------------------------------------------------------------------------------------------------------------------------------ Select Value Ameriprise Financial Class R4 14.82% --------------------------------------------------------------------------------------------- Class A 8.60% Charles Schwab --------------------------------------------------- Class R4 85.18% --------------------------------------------------------------------------------------------- Class I 19.66% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 20.54% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 31.91% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.28% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 21.20% Portfolio Builder Total Equity Fund - ------------------------------------------------------------------------------------------------------------------------------ Short Duration U.S. Govt. Ameriprise Financial Class W 100.00% --------------------------------------------------------------------------------------------- Class A 8.70% Charles Schwab --------------------------------------------------------------------------------------------- Class R4 15.27% GWFS Equities Inc. Greenwood Village, CO --------------------------------------------------------------------------------------------- Class I 31.30% Portfolio Builder Conservative Fund --------------------------------------------------------------------------------------------- Class I 36.58% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 32.10% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class R4 81.70% Wachovia Bank - ------------------------------------------------------------------------------------------------------------------------------ Small Cap Equity Ameriprise Financial Class I 100.00% --------------------------------------------------------------------------------------------- Class A 9.07% Charles Schwab --------------------------------------------------- Class R4 12.33% --------------------------------------------------------------------------------------------- Class R4 87.34% Wachovia Bank - ------------------------------------------------------------------------------------------------------------------------------ Small Cap Value Ameriprise Financial Class R2 100.00% --------------------------------------------------- Class R3 100.00% --------------------------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class A 19.14% Charles Schwab --------------------------------------------------- Class R4 96.23% --------------------------------------------------------------------------------------------- Class I 19.56% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 20.15% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 32.35% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.29% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 21.20% Portfolio Builder Total Equity Fund - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 183
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ U.S. Government Mortgage Charles Schwab Class A 18.36% --------------------------------------------------------------------------------------------- Class I 36.82% 52.41%(b) Income Builder Basic Income --------------------------------------------------------------------------------------------- Class I 8.18% Income Builder Enhanced Income --------------------------------------------------------------------------------------------- Class I 55.00% Income Builder Moderate Income --------------------------------------------------------------------------------------------- Class R4 99.89% Wells Fargo Bank, Minneapolis, MN - ------------------------------------------------------------------------------------------------------------------------------ Value Ameriprise Financial Class R4 8.78% --------------------------------------------------------------------------------------------- Class A 11.58% Charles Schwab --------------------------------------------------- Class R4 91.22% --------------------------------------------------------------------------------------------- Class I 19.57% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 20.39% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 32.19% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.28% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 21.17% Portfolio Builder Total Equity Fund - ------------------------------------------------------------------------------------------------------------------------------ FUNDS WITH FISCAL PERIOD ENDING JUNE 30 - ------------------------------------------------------------------------------------------------------------------------------ Dividend Opportunity Ameriprise Financial Class W 100.00% --------------------------------------------------------------------------------------------- Class A 23.55% Charles Schwab --------------------------------------------------- Class R4 100.00% --------------------------------------------------------------------------------------------- Class I 10.47% Income Builder Basic Income --------------------------------------------------------------------------------------------- Class I 21.32% Income Builder Enhanced Income --------------------------------------------------------------------------------------------- Class I 36.57% Income Builder Moderate Income --------------------------------------------------------------------------------------------- Class I 6.24% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 6.30% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 10.10% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 7.04% Portfolio Builder Total Equity Fund - ------------------------------------------------------------------------------------------------------------------------------ Real Estate Ameriprise Financial Class R4 8.28% 38.09%(b) ----------------------------------- Class W 100.00% --------------------------------------------------------------------------------------------- Class A 16.35% Charles Schwab --------------------------------------------------- Class R4 91.72% --------------------------------------------------------------------------------------------- Class I 6.22% Income Builder Basic Income --------------------------------------------------------------------------------------------- Class I 13.76% Income Builder Enhanced Income --------------------------------------------------------------------------------------------- Class I 17.20% Income Builder Moderate Income --------------------------------------------------------------------------------------------- Class I 10.56% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 17.24% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 21.14% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 9.77% Portfolio Builder Total Equity Fund - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 184
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ FOR FUNDS WITH FISCAL PERIOD ENDING JULY 31 - ------------------------------------------------------------------------------------------------------------------------------ Cash Management Ameriprise Financial Class R5 100.00% --------------------------------------------------------------------------------------------- Class W 99.99% American Enterprise Investment Services Inc. --------------------------------------------------------------------------------------------- Class I 41.56% Income Builder Basic Income --------------------------------------------------------------------------------------------- Class I 13.61% Income Builder Moderate Income --------------------------------------------------------------------------------------------- Class I 14.03% Portfolio Builder Conservative Fund --------------------------------------------------------------------------------------------- Class I 15.48% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class C 7.31% Stanson Nimiroski, Branford, CT --------------------------------------------------------------------------------------------- Class Y 95.15% Wachovia Bank NA - ------------------------------------------------------------------------------------------------------------------------------ Core Bond Ameriprise Financial Class R2 100.00% 83.63%(b) ----------------------------------- Class R3 100.00% ----------------------------------- Class R5 100.00% ----------------------------------- Class W 100.00% --------------------------------------------------------------------------------------------- Class R4 99.96% RiverSource Life Insurance Company --------------------------------------------------------------------------------------------- Class A 12.77% Charles Schwab --------------------------------------------------------------------------------------------- Class C 6.27% Frank S. Gregory, Derry, NH --------------------------------------------------------------------------------------------- Class I 9.25% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 10.53% Portfolio Builder Conservative Fund --------------------------------------------------------------------------------------------- Class I 39.61% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 26.12% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 14.49% Portfolio Builder Moderate Conservative Fund - ------------------------------------------------------------------------------------------------------------------------------ Disciplined Equity Ameriprise Financial Class R2 100.00% --------------------------------------------------- Class R3 100.00% --------------------------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class W 99.99% American Enterprise Investment Services Inc. --------------------------------------------------------------------------------------------- Class I 6.17% Income Builder Basic Income --------------------------------------------------------------------------------------------- Class I 13.86% Income Builder Moderate Income --------------------------------------------------------------------------------------------- Class I 9.05% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 9.16% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 14.57% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 10.17% Portfolio Builder Total Equity Fund --------------------------------------------------------------------------------------------- Class I 5.29% Retirement Plus Fund 2020 --------------------------------------------------------------------------------------------- Class I 5.24% Retirement Plus Fund 2025 --------------------------------------------------------------------------------------------- Class I 5.12% Retirement Plus Fund 2030 --------------------------------------------------------------------------------------------- Class R4 99.69% Wachovia Bank NA - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 185
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ Disciplined Small and Ameriprise Financial Class A 50.89% 52.21%(b) Mid Cap Equity ----------------------------------- Class C 5.54% ----------------------------------- Class R4 67.87% --------------------------------------------------------------------------------------------- Class W 99.99% American Enterprise Investment Services Inc. --------------------------------------------------------------------------------------------- Class A 11.08% Charles Schwab ----------------------------------- Class R4 32.13% --------------------------------------------------------------------------------------------- Class I 10.94% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 11.16% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 17.54% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 12.27% Portfolio Builder Total Equity Fund --------------------------------------------------------------------------------------------- Class I 7.86% Retirement Plus Fund 2020 --------------------------------------------------------------------------------------------- Class I 8.56% Retirement Plus Fund 2025 --------------------------------------------------------------------------------------------- Class I 8.40% Retirement Plus Fund 2030 --------------------------------------------------------------------------------------------- Class I 6.22% Retirement Plus Fund 2040 --------------------------------------------------------------------------------------------- Class C 9.54% Deanna L. Rose, Punta Gorda, Fl --------------------------------------------------------------------------------------------- Class C 8.20% William E. and MaryLou K. Carroll, Punta Gorda, Fl --------------------------------------------------------------------------------------------- Class C 6.43% Contemporary Gardens, Honolulu, HI --------------------------------------------------------------------------------------------- Class C 6.05% Mary Ruth Neal, Sacramento, CA --------------------------------------------------------------------------------------------- Class C 5.68% Don M. and Barbara A. Warner, Fair Oaks, CA --------------------------------------------------------------------------------------------- Class C 5.48% Claude V. and Julianna K. Neighbors, Lynchburg, VA --------------------------------------------------------------------------------------------- Class C 5.45% Kenneth E. and Elaine M. Jacobsen, Madison, SD --------------------------------------------------------------------------------------------- Class C 5.00% Heidi and Norbert Schuchbauer, Fair Oaks, CA - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 186
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ Disciplined Small Cap Value Ameriprise Financial Class A 73.83% 89.88%(b) ----------------------------------- Class C 14.89% ----------------------------------- Class R2 100.00% ----------------------------------- Class R3 100.00% ----------------------------------- Class R4 100.00% ----------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class B 7.49% David G. and Sharon M. Michaud, Gorham, ME --------------------------------------------------------------------------------------------- Class B 7.05% Joanne and David J. Thorpe, Lakeville, MA --------------------------------------------------------------------------------------------- Class B 6.72% David J. Heck, Clermont, FL --------------------------------------------------------------------------------------------- Class C 30.65% Keith and Sandra Crowell, Huntersville, NC --------------------------------------------------------------------------------------------- Class C 15.84% Dale T. and Jennie I. Metzgar, Shavertown, PA --------------------------------------------------------------------------------------------- Class C 11.35% Ronald E. and Linda F. Dearing, Fort Wayne, IN --------------------------------------------------------------------------------------------- Class C 10.91% Douglas E. and Cynthia A. Thompson, Churubusco, IN --------------------------------------------------------------------------------------------- Class C 6.88% Robert and Lynn M. Schuster, Richardson, TX --------------------------------------------------------------------------------------------- Class C 6.71% Robert W. and Wanda J. Jordan, Beverly Hills, MI --------------------------------------------------------------------------------------------- Class I 29.69% Income Builder Basic Income --------------------------------------------------------------------------------------------- Class I 31.02% Income Builder Enhanced Income --------------------------------------------------------------------------------------------- Class I 39.25% Income Builder Moderate Income - ------------------------------------------------------------------------------------------------------------------------------ Floating Rate Ameriprise Financial Class W 100.00% 28.27%(b) --------------------------------------------------------------------------------------------- Class A 55.60% Charles Schwab ----------------------------------- Class R4 96.93% --------------------------------------------------------------------------------------------- Class I 8.06% Income Builder Basic Income --------------------------------------------------------------------------------------------- Class I 37.18% Income Builder Enhanced Income --------------------------------------------------------------------------------------------- Class I 52.66% Income Builder Moderate Income - ------------------------------------------------------------------------------------------------------------------------------ Growth Ameriprise Financial Class R2 100.00% ----------------------------------- Class R3 100.00% ----------------------------------- Class R5 100.00% ----------------------------------- Class W 100.00% --------------------------------------------------------------------------------------------- Class A 9.00% Charles Schwab --------------------------------------------------------------------------------------------- Class I 19.72% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 19.97% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 31.81% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.09% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 22.16% Portfolio Builder Total Equity Fund --------------------------------------------------------------------------------------------- Class R4 47.89% Wachovia Bank NA --------------------------------------------------------------------------------------------- Class R4 43.02% Ameriprise Trust Company --------------------------------------------------------------------------------------------- Class R4 5.67% New York Life Trust Company - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 187
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ Income Opportunities Charles Schwab Class A 17.46% ----------------------------------- Class R4 93.49% --------------------------------------------------------------------------------------------- Class I 11.18% 28.33%(b) Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 59.65% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 24.81% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class R4 6.51% RiverSource Life Insurance Company - ------------------------------------------------------------------------------------------------------------------------------ Inflation Protected Securities Ameriprise Financial Class W 100.00% 78.59%(b) --------------------------------------------------------------------------------------------- Class R4 65.66% RiverSource Life Insurance Company --------------------------------------------------------------------------------------------- Class A 19.90% Charles Schwab ----------------------------------- Class R4 34.34% --------------------------------------------------------------------------------------------- Class C 5.23% Mary and George Forsman, Minneapolis, MN --------------------------------------------------------------------------------------------- Class I 6.36% Income Builder Moderate Income --------------------------------------------------------------------------------------------- Class I 9.90% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 30.84% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 36.64% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 8.38% Portfolio Builder Moderate Conservative Fund - ------------------------------------------------------------------------------------------------------------------------------ Large Cap Equity Ameriprise Financial Class R2 100.00% ----------------------------------- Class R3 100.00% --------------------------------------------------------------------------------------------- Class R5 99.98% Bank of New York --------------------------------------------------------------------------------------------- Class I 19.71% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 20.04% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 31.71% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.09% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 22.19% Portfolio Builder Total Equity Fund --------------------------------------------------------------------------------------------- Class R4 99.89% Wachovia Bank NA - ------------------------------------------------------------------------------------------------------------------------------ Large Cap Value Ameriprise Financial Class R2 100.00% ----------------------------------- Class R3 100.00% ----------------------------------- Class R4 30.36% ----------------------------------- Class R5 100.00% --------------------------------------------------------------------------------------------- Class A 12.75% Charles Schwab ----------------------------------- Class R4 69.64% --------------------------------------------------------------------------------------------- Class I 19.56% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 19.96% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 31.92% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.16% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 22.11% Portfolio Builder Total Equity Fund - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 188
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ Limited Duration Bond Ameriprise Financial Class W 12.19% 52.48%(b) --------------------------------------------------------------------------------------------- Class W 87.81% American Enterprise Investment Services Inc. --------------------------------------------------------------------------------------------- Class R4 100.00% RiverSource Life Insurance Company --------------------------------------------------------------------------------------------- Class A 18.56% Charles Schwab --------------------------------------------------------------------------------------------- Class I 60.09% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 39.90% Portfolio Builder Conservative Fund --------------------------------------------------------------------------------------------- Class C 17.08% John W. and Cecelia E. Kramar, Hacienda Heights, CA --------------------------------------------------------------------------------------------- Class C 8.07% Mary Loretta Jacobsmeyer, Riverside, CA --------------------------------------------------------------------------------------------- Class C 7.88% Michael N. Stanley, Palm Springs, CA --------------------------------------------------------------------------------------------- Class C 6.52% Rita R. and Lawrence E. Dale, Barstow, CA --------------------------------------------------------------------------------------------- Class C 5.00% John B. Mudd, Riverside, CA - ------------------------------------------------------------------------------------------------------------------------------ FUNDS WITH FISCAL PERIOD ENDING AUGUST 31 - ------------------------------------------------------------------------------------------------------------------------------ California Tax-Exempt(c) Ameriprise Financial Class Y 100.00% --------------------------------------------------------------------------------------------- Class C 8.18% Arthur Mendel and Dorothy Mendel as the Trustees of the Dorothy M. Mendel Irrev. Trust, Richmond, CA --------------------------------------------------------------------------------------------- Class B 7.38% Linda A. Wochnik, Sierra Madre, CA - ------------------------------------------------------------------------------------------------------------------------------ Diversified Bond Ameriprise Trust Company Class R4 96.67% --------------------------------------------------------------------------------------------- Class A 6.47% Charles Schwab --------------------------------------------------------------------------------------------- Class I 13.09% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 34.23% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 11.87% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 37.93% Portfolio Builder Moderate Fund - ------------------------------------------------------------------------------------------------------------------------------ Massachusetts Tax- Ameriprise Financial Class Y 100.00% Exempt(c) --------------------------------------------------------------------------------------------- Class A 5.73% Charles Schwab --------------------------------------------------------------------------------------------- Class C 15.53% June P. and Norman E. Venette as the Trustees of the Norman E. Venette Revocable Trust, Orange, MA --------------------------------------------------------------------------------------------- Class C 8.72% Rita Hashem, Tewksbury, MA --------------------------------------------------------------------------------------------- Class C 7.30% Alphonse A. and Linda Di Nardo, Leominster, MA --------------------------------------------------------------------------------------------- Class C 6.94% Kevin H. and Nancy A. Aiken, Athol, MA --------------------------------------------------------------------------------------------- Class C 6.51% Charles M. and Carol A. Breau, Clinton, MA --------------------------------------------------------------------------------------------- Class C 6.48% Lillian R. Sanford, Haverhill, MA - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 189
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ Michigan Tax-Exempt(c) Ameriprise Financial Class Y 100.00% --------------------------------------------------------------------------------------------- Class B 5.95% Donald E. and Stephen E. Baker, Dearborn Heights, MI --------------------------------------------------------------------------------------------- Class B 5.73% Chester V. and Rose M. Mysliwiec as the Trustees of the Rose M. Mysliwiec Living Trust, Grand Rapids, MI --------------------------------------------------------------------------------------------- Class C 7.52% Barry J. Fishman and Teresa A. McMahon as Trustees for the Barry J. Fishman Living Trust, Ann Arbor, MI --------------------------------------------------------------------------------------------- Class C 5.63% Francis D. and Isabel S. Kinser, Waterford, MI --------------------------------------------------------------------------------------------- Class C 5.57% Carl L. and Marian A. Beaver, Riga, MI --------------------------------------------------------------------------------------------- Class C 5.38% Lorne R. and Vivian T. Trainor, Erie, MI - ------------------------------------------------------------------------------------------------------------------------------ Minnesota Tax-Exempt(c) Ameriprise Financial Class Y 100.00% - ------------------------------------------------------------------------------------------------------------------------------ New York Tax-Exempt(c) Ameriprise Financial Class Y 100.00% --------------------------------------------------------------------------------------------- Class A 5.48% Charles Schwab --------------------------------------------------------------------------------------------- Class C 7.23% Charles D. and Judith E. Adler, New York, NY --------------------------------------------------------------------------------------------- Class C 5.31% Ena S. Ryan, Brooklyn, NY --------------------------------------------------------------------------------------------- Class C 5.01% Arthur and Susan Ezersky, Woodbury, NY - ------------------------------------------------------------------------------------------------------------------------------ Ohio Tax-Exempt(c) Ameriprise Financial Class Y 100.00% --------------------------------------------------------------------------------------------- Class C 8.21% Richard L. Sears, Parma, OH --------------------------------------------------------------------------------------------- Class C 8.21% Joseph A. Sears, Berea, OH --------------------------------------------------------------------------------------------- Class C 8.21% James N. Sears, Columbus, OH --------------------------------------------------------------------------------------------- Class C 5.82% David A. Sears, Brunswick, OH --------------------------------------------------------------------------------------------- Class C 5.40% George and Ophelia M. Hill, Cincinnati, OH - ------------------------------------------------------------------------------------------------------------------------------ FUNDS WITH FISCAL PERIOD ENDING SEPTEMBER 30 - ------------------------------------------------------------------------------------------------------------------------------ Balanced Ameriprise Trust Company Class R4 99.77% - ------------------------------------------------------------------------------------------------------------------------------ Disciplined Large Cap Growth* N/A - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 190
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ Diversified Equity Income Ameriprise Trust Company Class R4 57.21% --------------------------------------------------------------------------------------------- Class A 24.59% Charles Schwab --------------------------------------------------------------------------------------------- Class R4 12.93% Holland American Life, Minneapolis, MN --------------------------------------------------------------------------------------------- Class I 19.70% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 32.41% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.50% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 20.02% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 20.82% Portfolio Builder Total Equity Fund --------------------------------------------------------------------------------------------- Class R4 16.44% Wells Fargo Bank - ------------------------------------------------------------------------------------------------------------------------------ Mid Cap Value Ameriprise Trust Company Class R4 78.84% --------------------------------------------------------------------------------------------- Class A 35.80% Charles Schwab --------------------------------------------------------------------------------------------- Class R4 12.41% John Hancock Life Insurance Company, Buffalo, NY --------------------------------------------------------------------------------------------- Class I 19.58% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 32.58% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.41% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 20.04% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 20.78% Portfolio Builder Total Equity Fund - ------------------------------------------------------------------------------------------------------------------------------ Strategic Allocation Ameriprise Trust Company Class R4 83.75% --------------------------------------------------------------------------------------------- Class A 9.08% Charles Schwab --------------------------------------------------- Class R4 16.25% - ------------------------------------------------------------------------------------------------------------------------------ Strategic Income Allocation* N/A - ------------------------------------------------------------------------------------------------------------------------------ FUNDS WITH FISCAL PERIOD ENDING OCTOBER 31 - ------------------------------------------------------------------------------------------------------------------------------ Absolute Return Currency Ameriprise Financial Class A 100.00% 100.00%(b) and Income ----------------------------------- Class B 100.00% ----------------------------------- Class C 100.00% ----------------------------------- Class R4 100.00% --------------------------------------------------------------------------------------------- Class I 8.84% Income Builder Enhanced Income Fund --------------------------------------------------------------------------------------------- Class I 10.20% Income Builder Moderate Income Fund --------------------------------------------------------------------------------------------- Class I 13.09% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 26.60% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 21.28% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 11.73% Portfolio Builder Total Equity Fund - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 191
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ Disciplined International Ameriprise Financial Class A 85.29% 97.48%(b) Equity ----------------------------------- Class C 25.45% ----------------------------------- Class R4 49.24% --------------------------------------------------------------------------------------------- Class R4 50.76% Charles Schwab --------------------------------------------------------------------------------------------- Class I 10.12% Income Builder Basic Income Fund --------------------------------------------------------------------------------------------- Class I 24.75% Income Builder Enhanced Income Fund --------------------------------------------------------------------------------------------- Class I 23.18% Income Builder Moderate Income Fund --------------------------------------------------------------------------------------------- Class I 7.61% Retirement Plus 2020 Fund --------------------------------------------------------------------------------------------- Class I 5.98% Retirement Plus 2025 Fund --------------------------------------------------------------------------------------------- Class I 6.99% Retirement Plus 2030 Fund --------------------------------------------------------------------------------------------- Class I 7.94% Retirement Plus 2040 Fund --------------------------------------------------------------------------------------------- Class C 7.17% Corine and Cornelius Armstrong, Chicago, IL --------------------------------------------------------------------------------------------- Class C 23.66% Michelle, Aaron and Joshua Flanery, Roseville, CA --------------------------------------------------------------------------------------------- Class C 35.34% Jon L. and Patricia M. Worthing, Santa Clarita, CA --------------------------------------------------------------------------------------------- Class B 8.26% Diana T. and Murray R. Johnson, La Grange, IL --------------------------------------------------------------------------------------------- Class B 7.93% Betty C. Russell, Orlando, FL --------------------------------------------------------------------------------------------- Class B 6.70% Timothy and Gayle a. Callahan, Liberty Township, OH --------------------------------------------------------------------------------------------- Class B 5.86% Lois and Harvey Retzloff, Chicago, IL --------------------------------------------------------------------------------------------- Class B 5.68% Drew R. and Madelyn H. Miller, Bloomsburg, PA --------------------------------------------------------------------------------------------- Class B 5.37% Audree J. Schmidt, Stockton, CA --------------------------------------------------------------------------------------------- Class B 5.15% Byron G. Lee and Audrey Y. Williams-Lee, Oak Park, IL - ------------------------------------------------------------------------------------------------------------------------------ Emerging Markets Ameriprise Trust Company Class R4 78.55% --------------------------------------------------------------------------------------------- Class A 14.93% Charles Schwab --------------------------------------------------- Class R4 21.45% --------------------------------------------------------------------------------------------- Class I 19.94% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 20.32% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 33.06% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.51% Portfolio Builder Conservative Fund --------------------------------------------------------------------------------------------- Class I 21.13% Portfolio Builder Total Equity Fund - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 192
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ Emerging Markets Bond Ameriprise Financial Class A 84.83% 95.94%(b) ----------------------------------- Class C 19.61% ----------------------------------- Class R4 70.59% --------------------------------------------------------------------------------------------- Class B 9.41% Richard J. and Rita A Barse, New Haven, CT --------------------------------------------------------------------------------------------- Class B 5.38% Paul F. and Maureen M. Bultinck, Mishawaka, IN --------------------------------------------------------------------------------------------- Class C 14.41% Kimberly S. and Scott E. Duerr, Sulphur Springs, TX --------------------------------------------------------------------------------------------- Class C 13.49% Wesley W. Smith, Houston, TX --------------------------------------------------------------------------------------------- Class C 11.94% Jane A. O'Rourke and Frank K. O'Hara, Hallowell, ME --------------------------------------------------------------------------------------------- Class C 11.90% Terry I. and Valerie G. Hansen, Midvale, UT --------------------------------------------------------------------------------------------- Class C 11.47% Carl J. and Ruth E. Allrich, St. Charles, MO --------------------------------------------------------------------------------------------- Class C 10.21% Michael and Lisa Fischer, Fremont, CA --------------------------------------------------------------------------------------------- Class I 12.60% Income Builder Basic Income Fund --------------------------------------------------------------------------------------------- Class I 36.16% Income Builder Enhanced Income Fund --------------------------------------------------------------------------------------------- Class I 49.26% Income Builder Moderate Income Fund - ------------------------------------------------------------------------------------------------------------------------------ European Equity Ameriprise Financial Class I 100.00% --------------------------------------------------- Class R4 50.90% --------------------------------------------------------------------------------------------- Class A 12.95% Charles Schwab --------------------------------------------------- Class R4 49.10% --------------------------------------------------------------------------------------------- Class C 7.79% Marilyn O. Matthews Trust, Pasadena, CA - ------------------------------------------------------------------------------------------------------------------------------ Global Bond Charles Schwab Class A 14.40% --------------------------------------------------- Class R4 100.00% --------------------------------------------------------------------------------------------- Class I 6.37% Income Builder Basic Income Fund --------------------------------------------------------------------------------------------- Class I 32.49% 30.38%(b) Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 38.68% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 10.79% Portfolio Builder Moderate Conservative Fund - ------------------------------------------------------------------------------------------------------------------------------ Global Equity Ameriprise Trust Company Class R4 85.55% --------------------------------------------------------------------------------------------- Class A 14.01% Charles Schwab --------------------------------------------------------------------------------------------- Class R4 9.33% Met Life - ------------------------------------------------------------------------------------------------------------------------------ Global Technology Ameriprise Financial Class I 100.00% --------------------------------------------------------------------------------------------- Class R4 73.88% Ameriprise Trust Company --------------------------------------------------------------------------------------------- Class A 13.94% Charles Schwab --------------------------------------------------- Class R4 26.03% - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 193
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ International Aggressive Charles Schwab Class A 13.83% Growth --------------------------------------------------- Class R4 97.78% --------------------------------------------------------------------------------------------- Class I 19.61% 25.69% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 20.04% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 32.44% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.44% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 20.78% Portfolio Builder Total Equity Fund - ------------------------------------------------------------------------------------------------------------------------------ International Equity Ameriprise Financial Class R4 7.78% 35.19%(b) --------------------------------------------------------------------------------------------- Class A 11.64% Charles Schwab --------------------------------------------------- Class R4 92.22% --------------------------------------------------------------------------------------------- Class C 5.60% Daniel and Linda L. Miklovic, St. Louis, MO --------------------------------------------------------------------------------------------- Class I 19.58% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 20.07% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 32.43% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.43% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 20.78% Portfolio Builder Total Equity Fund - ------------------------------------------------------------------------------------------------------------------------------ International Opportunity Charles Schwab Class A 13.36 --------------------------------------------------- Class R4 77.43% --------------------------------------------------------------------------------------------- Class I 19.60% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 32.46% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.43% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 20.03% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 20.79% Portfolio Builder Total Equity Fund --------------------------------------------------------------------------------------------- Class R4 22.57% Met Life - ------------------------------------------------------------------------------------------------------------------------------ International Select Value Charles Schwab Class A 21.33% --------------------------------------------------- Class R4 98.79% --------------------------------------------------------------------------------------------- Class I 19.56% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 32.45% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.44% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 20.07% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 20.78% Portfolio Builder Total Equity Fund - ------------------------------------------------------------------------------------------------------------------------------ International Small Cap Ameriprise Financial Class R4 18.27% --------------------------------------------------------------------------------------------- Class A 16.46% Charles Schwab --------------------------------------------------- Class R4 81.73% --------------------------------------------------------------------------------------------- Class I 19.45% Portfolio Builder Aggressive Fund --------------------------------------------------------------------------------------------- Class I 32.61% Portfolio Builder Moderate Aggressive Fund --------------------------------------------------------------------------------------------- Class I 5.34% Portfolio Builder Moderate Conservative Fund --------------------------------------------------------------------------------------------- Class I 20.07% Portfolio Builder Moderate Fund --------------------------------------------------------------------------------------------- Class I 20.74% Portfolio Builder Total Equity Fund - ------------------------------------------------------------------------------------------------------------------------------
Statement of Additional Information - Sept. 28, 2007 Page 194
- ------------------------------------------------------------------------------------------------------------------------------ FUND SHARES ----------------------------------- SHARE PERCENT OF FUND FUND SHAREHOLDER NAME, CITY AND STATE CLASS(A) PERCENTAGE (IF GREATER THAN 25%) - ------------------------------------------------------------------------------------------------------------------------------ FUNDS WITH FISCAL PERIOD ENDING NOVEMBER 30 - ------------------------------------------------------------------------------------------------------------------------------ Intermediate Tax-Exempt Charles Schwab Class A 9.90% - ------------------------------------------------------------------------------------------------------------------------------ Mid Cap Growth Ameriprise Financial Class I 100.00% --------------------------------------------------------------------------------------------- Class R4 56.81% Ameriprise Trust Company --------------------------------------------------------------------------------------------- Class A 5.29% Charles Schwab --------------------------------------------------------------------------------------------- Class R4 16.91% Charles Schwab Trust Company, San Francisco, CA --------------------------------------------------------------------------------------------- Class R4 24.73% GWFS Equities, Inc., Greenwood Village, CO - ------------------------------------------------------------------------------------------------------------------------------ Tax-Exempt Bond J. Hayley Stephens, Class C 6.73% Calhoun, GA - ------------------------------------------------------------------------------------------------------------------------------ Tax-Exempt High Income None - ------------------------------------------------------------------------------------------------------------------------------ FUNDS WITH FISCAL PERIOD ENDING DECEMBER 31 - ------------------------------------------------------------------------------------------------------------------------------ Tax-Exempt Money Market None - ------------------------------------------------------------------------------------------------------------------------------
* As of the date of this SAI, the fund has not passed its first fiscal year end, and therefore has no reporting information. (a) Effective Dec. 11, 2006 Class Y was renamed Class R4. (b) Combination of Ameriprise Financial initial capital and affiliated funds-of-funds' investments in Class I shares. (c) The fund changed its fiscal year end in 2006 from June 30 to Aug. 31. The information shown is as of Aug. 31, 2006. A fund may serve as an underlying investment of funds-of-funds that principally invest in shares of other RiverSource funds (the underlying funds). The underlying funds and the funds-of-funds share the same officers, Board members, and investment manager, RiverSource Investments. The funds-of-funds do not invest in an underlying fund for the purpose of exercising management or control; however, from time to time, investments by the funds-of-funds in a fund may represent a significant portion of a fund. Because the funds-of-funds may own a substantial portion of the shares of a fund, procedures have been put into place to assure that public shareholders will determine the outcome of all actions taken at underlying fund shareholder meetings. In proxy voting, the funds-of-funds will vote on each proposal in the same proportion that other shareholders vote on the proposal. In addition, Ameriprise Financial or an affiliate may own shares of a fund as a result of an initial capital investment at the inception of the fund or class. To the extent RiverSource Investments, as manager of the funds-of-funds, may be deemed a beneficial owner of the shares of an underlying fund held by the funds-of-funds, and such shares, together with any initial capital investment by Ameriprise Financial or an affiliate represent more than 25% of a fund, RiverSource Investments and its affiliated companies may be deemed to control the fund. Statement of Additional Information - Sept. 28, 2007 Page 195 INFORMATION REGARDING PENDING AND SETTLED LEGAL PROCEEDINGS In June 2004, an action captioned John E. Gallus et al. v. American Express Financial Corp. and American Express Financial Advisors Inc., was filed in the United States District Court for the District of Arizona. The plaintiffs allege that they are investors in several American Express Company mutual funds and they purport to bring the action derivatively on behalf of those funds under the Investment Company Act of 1940. The plaintiffs allege that fees allegedly paid to the defendants by the funds for investment advisory and administrative services are excessive. The plaintiffs seek remedies including restitution and rescission of investment advisory and distribution agreements. The plaintiffs voluntarily agreed to transfer this case to the United States District Court for the District of Minnesota. In response to defendant's motion to dismiss the complaint, the Court dismissed one of plaintiffs' four claims and granted plaintiffs limited discovery. Defendants moved for summary judgment in April 2007. Summary judgment was granted in the defendants' favor on July 9, 2007. The plaintiffs may file a notice of appeal with the Eighth Circuit Court of Appeals within 30 days from the date of judgment. In December 2005, without admitting or denying the allegations, American Express Financial Corporation (AEFC, which is now known as Ameriprise Financial, Inc. (Ameriprise Financial)), the parent company of RiverSource Investments, LLC (RiverSource Investments), entered into settlement agreements with the Securities and Exchange Commission (SEC) and Minnesota Department of Commerce (MDOC) related to market timing activities. In connection with these matters, the SEC and MDOC issued orders (the Orders) alleging that AEFC violated certain provisions of the federal and Minnesota securities laws by failing to adequately disclose market timing activities by allowing certain identified market timers to continue to market time contrary to disclosures in mutual fund and variable annuity product prospectuses. The Orders also alleged that AEFC failed to implement procedures to detect and prevent market timing in 401(k) plans for employees of AEFC and related companies and failed to adequately disclose that there were no such procedures. Pursuant to the MDOC Order, the MDOC also alleged that AEFC allowed inappropriate market timing to occur by failing to have written policies and procedures and failing to properly supervise its employees. As a result of the Orders, AEFC was censured and ordered to cease and desist from committing or causing any violations of certain provisions of the Investment Advisers Act of 1940, the Investment Company Act of 1940, and various Minnesota laws. Pursuant to the terms of the Orders, AEFC agreed to pay disgorgement of $10 million and civil money penalties of $7 million. AEFC also agreed to make presentations at least annually to its board of directors and the relevant mutual funds' board that include an overview of policies and procedures to prevent market timing, material changes to these policies and procedures and whether disclosures related to market timing are consistent with the SEC order and federal securities laws. AEFC also agreed to retain an independent distribution consultant to assist in developing a plan for distribution of all disgorgement and civil penalties ordered by the SEC in accordance with various undertakings detailed at http://www.sec.gov/litigation/admin/ia-2451.pdf. In addition, AEFC agreed to complete and submit to the MDOC a compliance review of its procedures regarding market timing within one year of the MDOC Order, including a summary of actions taken to ensure compliance with applicable laws and regulations and certification by a senior officer regarding compliance and supervisory procedures. Ameriprise Financial and its affiliates have cooperated with the SEC and the MDOC in these legal proceedings, and have made regular reports to the RiverSource Funds' Boards of Directors/Trustees. Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the Funds are not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds. Ameriprise Financial is required to make 10-Q, 10-K and, as necessary, 8-K filings with the Securities and Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov. Statement of Additional Information - Sept. 28, 2007 Page 196 There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares or other adverse consequences to the Funds. Further, although we believe proceedings are not likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds, these proceedings are subject to uncertainties and, as such, we are unable to estimate the possible loss or range of loss that may result. An adverse outcome in one or more of these proceedings could result in adverse judgments, settlements, fines, penalties or other relief that could have a material adverse effect on the consolidated financial condition or results of operations of Ameriprise Financial. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The financial statements for the fiscal year ended July 31, 2007 contained in a fund's Annual Report were audited by the independent registered public accounting firm, Ernst & Young LLP, 220 South 6th Street, Suite 1400, Minneapolis, MN 55402. The information for periods ended on or before June 30, 2007 were audited by KPMG LLP. The independent registered public accounting firm also provides other accounting and tax-related services as requested by the fund. Statement of Additional Information - Sept. 28, 2007 Page 197 APPENDIX A DESCRIPTION OF RATINGS STANDARD & POOR'S LONG-TERM DEBT RATINGS A Standard & Poor's corporate or municipal debt rating is a current assessment of the creditworthiness of an obligor with respect to a specific obligation. This assessment may take into consideration obligors such as guarantors, insurers, or lessees. The debt rating is not a recommendation to purchase, sell, or hold a security, inasmuch as it does not comment as to market price or suitability for a particular investor. The ratings are based on current information furnished by the issuer or obtained by S&P from other sources it considers reliable. S&P does not perform an audit in connection with any rating and may, on occasion, rely on unaudited financial information. The ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of such information or based on other circumstances. The ratings are based, in varying degrees, on the following considerations: - Likelihood of default capacity and willingness of the obligor as to the timely payment of interest and repayment of principal in accordance with the terms of the obligation. - Nature of and provisions of the obligation. - Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights. INVESTMENT GRADE Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity to pay interest and repay principal is extremely strong. Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in a small degree. Debt rated A has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories. Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher-rated categories. SPECULATIVE GRADE Debt rated BB, B, CCC, CC, and C is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of speculation and C the highest. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major exposures to adverse conditions. Debt rated BB has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to inadequate capacity to meet timely interest and principal payments. The BB rating category also is used for debt subordinated to senior debt that is assigned an actual or implied BBB- rating. Debt rated B has a greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal. The B rating category also is used for debt subordinated to senior debt that is assigned an actual or implied BB or BB- rating. Statement of Additional Information - Sept. 28, 2007 A- 1 Debt rated CCC has a currently identifiable vulnerability to default and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The CCC rating category also is used for debt subordinated to senior debt that is assigned an actual or implied B or B- rating. Debt rated CC typically is applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating. Debt rated C typically is applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating. The C rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued. The rating CI is reserved for income bonds on which no interest is being paid. Debt rated D is in payment default. The D rating category is used when interest payments or principal payments are not made on the date due, even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized. MOODY'S LONG-TERM DEBT RATINGS Aaa - Bonds that are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk. Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Aa - Bonds that are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present that make the long-term risk appear somewhat larger than in Aaa securities. A - Bonds that are rated A possess many favorable investment attributes and are to be considered as upper-medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present that suggest a susceptibility to impairment some time in the future. Baa - Bonds that are rated Baa are considered as medium-grade obligations (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Ba - Bonds that are rated Ba are judged to have speculative elements - their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate, and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B - Bonds that are rated B generally lack characteristics of a desirable investment. Assurance of interest and principal payments or maintenance of other terms of the contract over any long period of time may be small. Caa - Bonds that are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. Ca - Bonds that are rated Ca represent obligations that are speculative in a high degree. Such issues are often in default or have other marked shortcomings. C - Bonds that are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing. Statement of Additional Information - Sept. 28, 2007 A- 2 FITCH'S LONG-TERM DEBT RATINGS Fitch's bond ratings provide a guide to investors in determining the credit risk associated with a particular security. The ratings represent Fitch's assessment of the issuer's ability to meet the obligations of a specific debt issue in a timely manner. The rating takes into consideration special features of the issue, its relationship to other obligations of the issuer, the current and prospective financial condition and operating performance of the issuer and any guarantor, as well as the economic and political environment that might affect the issuer's future financial strength and credit quality. Fitch ratings do not reflect any credit enhancement that may be provided by insurance policies or financial guaranties unless otherwise indicated. Fitch ratings are not recommendations to buy, sell or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature of taxability of payments made in respect of any security. Fitch ratings are based on information obtained from issuers, other obligors, underwriters, their experts, and other sources Fitch believes to be reliable. Fitch does not audit or verify the truth or accuracy of such information. Ratings may be changed, suspended, or withdrawn as a result of changes in, or the unavailability of, information or for other reasons. INVESTMENT GRADE AAA: Bonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong ability to pay interest and repay principal, which is unlikely to be affected by reasonably foreseeable events. AA: Bonds considered to be investment grade and of very high credit quality. The obligor's ability to pay interest and repay principal is very strong, although not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA categories are not significantly vulnerable to foreseeable future developments, short-term debt of these issuers is generally rated F-1+. A: Bonds considered to be investment grade and of high credit quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings. BBB: Bonds considered to be investment grade and of satisfactory credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds and, therefore, impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings. SPECULATIVE GRADE BB: Bonds are considered speculative. The obligor's ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified, which could assist the obligor in satisfying its debt service requirements. B: Bonds are considered highly speculative. While bonds in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligor's limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue. CCC: Bonds have certain identifiable characteristics that, if not remedied, may lead to default. The ability to meet obligations requires an advantageous business and economic environment. CC: Bonds are minimally protected. Default in payment of interest and/or principal seems probable over time. C: Bonds are in imminent default in payment of interest or principal. DDD, DD, and D: Bonds are in default on interest and/or principal payments. Such bonds are extremely speculative and should be valued on the basis of their ultimate recovery value in liquidation or reorganization of the obligor. DDD represents the highest potential for recovery on these bonds, and D represents the lowest potential for recovery. Statement of Additional Information - Sept. 28, 2007 A- 3 SHORT-TERM RATINGS STANDARD & POOR'S COMMERCIAL PAPER RATINGS A Standard & Poor's commercial paper rating is a current assessment of the likelihood of timely payment of debt considered short-term in the relevant market. Ratings are graded into several categories, ranging from A-1 for the highest quality obligations to D for the lowest. These categories are as follows: A-1 This highest category indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation. A-2 Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated A-1. A-3 Issues carrying this designation have adequate capacity for timely payment. They are, however, more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations. B Issues are regarded as having only speculative capacity for timely payment. C This rating is assigned to short-term debt obligations with doubtful capacity for payment. D Debt rated D is in payment default. The D rating category is used when interest payments or principal payments are not made on the date due, even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. STANDARD & POOR'S MUNI BOND AND NOTE RATINGS An S&P municipal bond or note rating reflects the liquidity factors and market-access risks unique to these instruments. Notes maturing in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. Note rating symbols and definitions are as follows: SP-1 Strong capacity to pay principal and interest. Issues determined to possess very strong characteristics are given a plus (+) designation. SP-2 Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes. SP-3 Speculative capacity to pay principal and interest. Municipal bond rating symbols and definitions are as follows: Standard & Poor's rating SP-1 indicates very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a plus (+) designation. Standard & Poor's rating SP-2 indicates satisfactory capacity to pay principal and interest. Standard & Poor's rating SP-3 indicates speculative capacity to pay principal and interest. MOODY'S SHORT-TERM RATINGS Moody's short-term debt ratings are opinions of the ability of issuers to repay punctually senior debt obligations. These obligations have an original maturity not exceeding one year, unless explicitly noted. Moody's employs the following three designations, all judged to be investment grade, to indicate the relative repayment ability of rated issuers: Issuers rated Prime-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics: (i) leading market positions in well-established industries, (ii) high rates of return on funds employed, (iii) conservative capitalization structure with moderate reliance on debt and ample asset protection, (iv) broad margins in earnings Statement of Additional Information - Sept. 28, 2007 A- 4 coverage of fixed financial charges and high internal cash generation, and (v) well established access to a range of financial markets and assured sources of alternate liquidity. Issuers rated Prime-2 (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above, but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained. Issuers rated Prime-3 (or supporting institutions) have an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained. Issuers rated Not Prime do not fall within any of the Prime rating categories. MOODY'S SHORT-TERM MUNI BONDS AND NOTES Short-term municipal bonds and notes are rated by Moody's. The ratings reflect the liquidity concerns and market access risks unique to notes. Moody's MIG 1/VMIG 1 indicates the best quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad-based access to the market for refinancing. Moody's MIG 2/VMIG 2 indicates high quality. Margins of protection are ample although not so large as in the preceding group. Moody's MIG 3/VMIG 3 indicates favorable quality. All security elements are accounted for but there is lacking the undeniable strength of the preceding grades. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established. Moody's MIG 4/VMIG 4 indicates adequate quality. Protection commonly regarded as required of an investment security is present and although not distinctly or predominantly speculative, there is specific risk. FITCH'S SHORT-TERM RATINGS Fitch's short-term ratings apply to debt obligations that are payable on demand or have original maturities of generally up to three years, including commercial paper, certificates of deposit, medium-term notes, and municipal and investment notes. The short-term rating places greater emphasis than a long-term rating on the existence of liquidity necessary to meet the issuer's obligations in a timely manner. Fitch short-term ratings are as follows: F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment. F-1: Very Strong Credit Quality. Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than issues rated F-1+. F-2: Good Credit Quality. Issues assigned this rating have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as for issues assigned F-1+ and F-1 ratings. F-3: Fair Credit Quality. Issues assigned this rating have characteristics suggesting that the degree of assurance for timely payment is adequate, however, near-term adverse changes could cause these securities to be rated below investment grade. F-S: Weak Credit Quality. Issues assigned this rating have characteristics suggesting a minimal degree of assurance for timely payment and are vulnerable to near-term adverse changes in financial and economic conditions. D: Default. Issues assigned this rating are in actual or imminent payment default. Statement of Additional Information - Sept. 28, 2007 A- 5 APPENDIX B STATE TAX-EXEMPT FUNDS STATE RISK FACTORS California Tax-Exempt Fund, Massachusetts Tax-Exempt Fund, Michigan Tax-Exempt Fund, Minnesota Tax-Exempt Fund, New York Tax-Exempt Fund and Ohio Tax-Exempt Fund invest primarily in the municipal securities issued by a single state and political sub-divisions that state. Each Fund will be particularly affected by political and economic conditions and developments in the state in which it invests. This vulnerability to factors affecting the state's tax-exempt investments will be significantly greater than that of more geographically diversified funds, which may result in greater losses and volatility. Because of the relatively small number of issuers of tax-exempt securities, the Fund may invest a higher percentage of assets in a single issuer and, therefore, be more exposed to the risk of loss by investing in a few issuers than a fund that invests more broadly. At times, the Fund and other accounts managed by the investment manager may own all or most of the debt of a particular issuer. This concentration of ownership may make it more difficult to sell, or to determine the fair value of, these investments. In addition, a Fund may concentrate in a segment of the tax-exempt debt market, such as revenue bonds for health care facilities, housing or airports. These investments may cause the value of a fund's shares to change more than the values of funds' shares that invest in more diversified investments. The yields on the securities in which the Fund invests generally are dependent on a variety of factors, including the financial condition of the issuer or other obligor, the revenue source from which the debt service is payable, general economic and monetary conditions, conditions in the relevant market, the size of a particular issue, the maturity of the obligation, and the rating of the issue. In addition to such factors, geographically concentrated securities will experience particular sensitivity to local conditions, including political and economic changes, adverse conditions to an industry significant to the area, and other developments within a particular locality. Because many tax-exempt bonds may be revenue or general obligations of local governments or authorities, ratings on tax-exempt bonds may be different from the ratings given to the general obligation bonds of a particular state. Certain events may adversely affect all investments within a particular market segment of the market. Examples include litigation, legislation or court decisions, concerns about pending or contemplated litigation, legislation or court decisions, or lower demand for the services or products provided by a particular market segment. Investing mostly in state-specific tax-exempt investments makes the Fund more vulnerable to that state's economy and to factors affecting tax-exempt issuers in that state than would be true for more geographically diversified funds. These risks include, among others: - the inability or perceived inability of a government authority to collect sufficient tax or other revenues to meet its payment obligations; - natural disasters and ecological or environmental concerns; - the introduction of constitutional or statutory limits on a tax-exempt issuer's ability to raise revenues or increase taxes; - the inability of an issuer to pay interest on or repay principal or securities in which the funds invest during recessionary periods; and - economic or demographic factors that may cause a decrease in tax or other revenues for a government authority or for private operators of publicly financed facilities. More information about state specific risks may be available from official state resources. Statement of Additional Information - Sept. 28, 2007 B- 1 APPENDIX C S&P 500 INDEX FUND ADDITIONAL INFORMATION ABOUT THE S&P 500 INDEX The Fund is not sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the shareholders of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the S&P 500 Index to track general stock market performance. S&P's only relationship to the Fund is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index, which are determined, composed and calculated by S&P without regard to the Fund. S&P has no obligation to take the needs of the Fund or its shareholders into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Fund or the timing of the issuance or sale of the Fund or in the determination or calculation of the equation by which the Fund's shares are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of Fund shares. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN (THE S&P INDEX) AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE FUND, ITS SHAREHOLDERS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. S-6500 AA (9/07) Statement of Additional Information - Sept. 28, 2007 C- 1 INVESTMENTS IN SECURITIES JULY 31, 2007 (Percentages represent value of investments compared to net assets)
COMMON STOCKS (98.7%) ISSUER SHARES VALUE(A) AEROSPACE & DEFENSE (2.4%) General Dynamics 98,044 $7,702,337 Goodrich 38,815 2,441,852 Honeywell Intl 236,834 13,620,323 Lockheed Martin 109,106 10,744,759 Precision Castparts 127,995 17,542,994 Rockwell Collins 39,213 2,693,933 United Technologies 170,133 12,414,605 --------------- Total 67,160,803 - ----------------------------------------------------------------------------------- AIR FREIGHT & LOGISTICS (0.2%) United Parcel Service Cl B 69,400 5,254,968 - ----------------------------------------------------------------------------------- AUTO COMPONENTS (0.5%) Cooper Tire & Rubber 13,328 306,411 Goodyear Tire & Rubber 194,143(b) 5,575,787 Johnson Controls 65,282 7,386,658 --------------- Total 13,268,856 - ----------------------------------------------------------------------------------- AUTOMOBILES (1.0%) Ford Motor 949,756 8,082,424 General Motors 375,737 12,173,878 Harley-Davidson 144,208 8,266,003 --------------- Total 28,522,305 - ----------------------------------------------------------------------------------- BEVERAGES (1.9%) Coca-Cola 473,330 24,665,226 Molson Coors Brewing Cl B 10,957 974,516 PepsiCo 442,003 29,004,237 --------------- Total 54,643,979 - ----------------------------------------------------------------------------------- BUILDING PRODUCTS (0.3%) American Standard Companies 63,234 3,417,798 Masco 136,787 3,721,974 --------------- Total 7,139,772 - -----------------------------------------------------------------------------------
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) CAPITAL MARKETS (3.5%) Bear Stearns Companies 32,004 $3,879,525 Franklin Resources 155,884 19,854,945 Janus Capital Group 57,498 1,728,390 Legg Mason 26,523(f) 2,387,070 Lehman Brothers Holdings 328,565 20,371,030 Merrill Lynch & Co 426,443 31,642,070 Morgan Stanley 290,085 18,527,729 T Rowe Price Group 3,814 198,824 --------------- Total 98,589,583 - ----------------------------------------------------------------------------------- CHEMICALS (1.4%) Ashland 8,000 488,480 Dow Chemical 115,065 5,003,026 Ecolab 67,323 2,834,972 EI du Pont de Nemours & Co 279,188 13,046,455 Intl Flavors & Fragrances 45,228 2,266,375 Monsanto 165,680 10,678,076 PPG Inds 27,638 2,107,950 Sigma-Aldrich 59,672 2,704,335 --------------- Total 39,129,669 - ----------------------------------------------------------------------------------- COMMERCIAL BANKS (1.3%) BB&T 129,347 4,840,165 Comerica 123,145 6,484,816 Fifth Third Bancorp 10,200 376,278 First Horizon Natl 130,956 4,153,924 Huntington Bancshares 41,800 802,560 KeyCorp 80,436 2,790,325 Natl City 393,484 11,564,495 Synovus Financial 54,813 1,532,571 US Bancorp 128,076 3,835,876 --------------- Total 36,381,010 - ----------------------------------------------------------------------------------- COMMERCIAL SERVICES & SUPPLIES (0.1%) Monster Worldwide 58,736(b) 2,284,243 - -----------------------------------------------------------------------------------
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND - 2007 ANNUAL REPORT 17
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) COMMUNICATIONS EQUIPMENT (0.9%) Avaya 72,746(b) $1,203,219 Corning 242,756(b) 5,787,303 Juniper Networks 175,616(b) 5,261,455 QUALCOMM 261,676 10,898,805 Tellabs 315,628(b) 3,582,378 --------------- Total 26,733,160 - ----------------------------------------------------------------------------------- COMPUTERS & PERIPHERALS (6.1%) Apple 665,941(b) 87,744,385 EMC 1,286,621(b) 23,815,355 Intl Business Machines 480,561 53,174,075 Lexmark Intl Cl A 113,857(b) 4,501,906 NCR 83,977(b) 4,385,279 --------------- Total 173,621,000 - ----------------------------------------------------------------------------------- CONSTRUCTION & ENGINEERING (0.1%) Fluor 13,844 1,599,120 - ----------------------------------------------------------------------------------- CONSTRUCTION MATERIALS (0.2%) Vulcan Materials 44,481 4,257,721 - ----------------------------------------------------------------------------------- CONTAINERS & PACKAGING (0.3%) Ball 31,661 1,623,259 Pactiv 98,053(b) 3,099,455 Sealed Air 50,522 1,376,725 Temple-Inland 16,613 965,714 --------------- Total 7,065,153 - ----------------------------------------------------------------------------------- DISTRIBUTORS (0.2%) Genuine Parts 101,046 4,807,769 - ----------------------------------------------------------------------------------- DIVERSIFIED CONSUMER SERVICES (0.1%) H&R Block 71,860 1,433,607 - ----------------------------------------------------------------------------------- DIVERSIFIED FINANCIAL SERVICES (2.5%) Bank of America 420,777 19,953,245 CIT Group 120,412 4,958,566 Citigroup 977,792 45,535,774 --------------- Total 70,447,585 - ----------------------------------------------------------------------------------- DIVERSIFIED TELECOMMUNICATION SERVICES (5.5%) AT&T 3,145,269 123,168,734 Embarq 78,688 4,862,132 Verizon Communications 706,965 30,130,848 --------------- Total 158,161,714 - -----------------------------------------------------------------------------------
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) ELECTRIC UTILITIES (1.8%) American Electric Power 346,619 $15,074,460 Edison Intl 49,383 2,611,867 Entergy 125,035 12,498,499 FPL Group 318,654 18,395,896 Pinnacle West Capital 47,828 1,792,593 Progress Energy 21,334 931,442 --------------- Total 51,304,757 - ----------------------------------------------------------------------------------- ELECTRICAL EQUIPMENT (0.1%) Emerson Electric 48,625 2,288,779 - ----------------------------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES (0.5%) BJ Services 67,770 1,772,186 Nabors Inds 75,642(b,c) 2,211,772 Natl Oilwell Varco 27,414(b) 3,292,696 Noble 21,064 2,158,217 Transocean 44,475(b) 4,778,838 --------------- Total 14,213,709 - ----------------------------------------------------------------------------------- FOOD & STAPLES RETAILING (2.0%) Kroger 100,259 2,602,724 Safeway 318,606 10,153,973 SUPERVALU 208,803 8,700,821 SYSCO 74,978 2,390,299 Wal-Mart Stores 717,641 32,975,603 --------------- Total 56,823,420 - ----------------------------------------------------------------------------------- FOOD PRODUCTS (0.4%) Sara Lee 375,839 5,957,048 Tyson Foods Cl A 223,365 4,757,675 WM Wrigley Jr 8,183 471,995 --------------- Total 11,186,718 - ----------------------------------------------------------------------------------- GAS UTILITIES (--%) Nicor 32,448 1,278,776 - ----------------------------------------------------------------------------------- HEALTH CARE EQUIPMENT & SUPPLIES (1.3%) Baxter Intl 96,193 5,059,752 Becton Dickinson & Co 44,419 3,391,835 Stryker 229,919 14,353,843 Zimmer Holdings 182,299(b) 14,175,570 --------------- Total 36,981,000 - -----------------------------------------------------------------------------------
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 18 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) HEALTH CARE PROVIDERS & SERVICES (1.5%) Cardinal Health 85,343 $5,609,595 CIGNA 430,592 22,235,772 Express Scripts 124,816(b) 6,257,026 Health Management Associates Cl A 67,300 542,438 Medco Health Solutions 41,361(b) 3,361,408 Quest Diagnostics 38,786(d) 2,151,459 Tenet Healthcare 261,345(b) 1,353,767 --------------- Total 41,511,465 - ----------------------------------------------------------------------------------- HOTELS, RESTAURANTS & LEISURE (2.7%) Harrah's Entertainment 116,274 9,847,245 Hilton Hotels 243,528 10,766,373 Marriott Intl Cl A 168,444 6,998,848 McDonald's 1,025,655 49,098,105 --------------- Total 76,710,571 - ----------------------------------------------------------------------------------- HOUSEHOLD DURABLES (0.8%) Centex 82,847 3,091,022 DR Horton 466,472 7,612,822 KB HOME 94,169 2,995,516 Lennar Cl A 201,361 6,173,728 Pulte Homes 188,605 3,647,621 --------------- Total 23,520,709 - ----------------------------------------------------------------------------------- HOUSEHOLD PRODUCTS (0.5%) Kimberly-Clark 207,731 13,974,064 - ----------------------------------------------------------------------------------- INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (0.7%) Constellation Energy Group 140,900 11,807,420 Dynegy Cl A 437,931(b) 3,901,965 TXU 55,953 3,650,933 --------------- Total 19,360,318 - ----------------------------------------------------------------------------------- INDUSTRIAL CONGLOMERATES (1.3%) 3M 393,613 35,000,068 Tyco Intl 22,489(c) 1,063,505 --------------- Total 36,063,573 - ----------------------------------------------------------------------------------- INSURANCE (4.6%) ACE 116,429(c) 6,720,282 Allstate 451,018 23,971,608 Ambac Financial Group 60,196 4,042,161 Chubb 184,140 9,282,497
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) INSURANCE (CONT.) Cincinnati Financial 28,900 $1,132,880 Genworth Financial Cl A 348,663 10,641,195 Lincoln Natl 86,117 5,194,577 Marsh & McLennan Companies 194,762 5,365,693 MBIA 75,996 4,263,376 MetLife 113,489 6,834,308 Progressive 452,728 9,498,233 Prudential Financial 137,775 12,210,998 Safeco 59,339 3,469,551 Torchmark 66,596 4,098,318 Travelers Companies 353,002 17,925,442 UnumProvident 313,431 7,616,373 --------------- Total 132,267,492 - ----------------------------------------------------------------------------------- INTERNET & CATALOG RETAIL (0.7%) Amazon.com 181,591(b) 14,262,157 IAC/InterActiveCorp 158,366(b) 4,551,439 --------------- Total 18,813,596 - ----------------------------------------------------------------------------------- INTERNET SOFTWARE & SERVICES (0.8%) eBay 635,338(b) 20,584,951 VeriSign 38,282(b) 1,136,593 --------------- Total 21,721,544 - ----------------------------------------------------------------------------------- IT SERVICES (0.9%) Affiliated Computer Services Cl A 19,858(b) 1,065,580 Automatic Data Processing 16,251 754,371 Cognizant Technology Solutions Cl A 104,056(b) 8,426,455 Fidelity Natl Information Services 51,382 2,550,089 First Data 181,735(f) 5,777,356 Paychex 98,702 4,084,289 Unisys 469,201(b) 3,795,836 --------------- Total 26,453,976 - ----------------------------------------------------------------------------------- LEISURE EQUIPMENT & PRODUCTS (0.8%) Eastman Kodak 205,970(d) 5,200,743 Hasbro 149,979 4,202,412 Mattel 530,174 12,146,285 --------------- Total 21,549,440 - -----------------------------------------------------------------------------------
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND - 2007 ANNUAL REPORT 19
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) LIFE SCIENCES TOOLS & SERVICES (0.2%) PerkinElmer 74,591 $2,075,868 Thermo Fisher Scientific 60,622(b) 3,165,074 --------------- Total 5,240,942 - ----------------------------------------------------------------------------------- MACHINERY (2.7%) Caterpillar 98,844 7,788,907 Cummins 59,608 7,075,470 Deere & Co 69,770 8,401,702 Eaton 65,117 6,328,070 Illinois Tool Works 40,630 2,236,682 Ingersoll-Rand Cl A 119,334(c) 6,004,887 ITT 56,354 3,543,540 Navistar Intl 54,900(b) 3,465,563 PACCAR 268,025 21,929,805 Pall 57,228 2,376,107 Parker Hannifin 18,184 1,794,397 Terex 48,204(b) 4,157,595 --------------- Total 75,102,725 - ----------------------------------------------------------------------------------- MEDIA (3.2%) CBS Cl B 458,797 14,553,041 Comcast Cl A 497,126(b) 13,059,500 DIRECTV Group 195,319(b) 4,377,099 Gannett 308,497 15,394,000 Interpublic Group of Companies 341,187(b) 3,579,052 McGraw-Hill Companies 9,792 592,416 Meredith 12,130 685,224 New York Times Cl A 70,995(d) 1,622,946 Time Warner 1,786,378 34,405,639 Tribune 83,709 2,340,504 --------------- Total 90,609,421 - ----------------------------------------------------------------------------------- METALS & MINING (1.1%) Alcoa 264,112 10,089,078 Allegheny Technologies 62,632 6,571,976 Freeport-McMoRan Copper & Gold 128,319 12,059,420 United States Steel 36,690(f) 3,606,260 --------------- Total 32,326,734 - -----------------------------------------------------------------------------------
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) MULTILINE RETAIL (0.5%) Big Lots 83,306(b) $2,154,293 Family Dollar Stores 36,123 1,069,963 Kohl's 55,930(b) 3,400,544 Nordstrom 150,187 7,145,898 --------------- Total 13,770,698 - ----------------------------------------------------------------------------------- MULTI-UTILITIES (0.8%) CenterPoint Energy 303,481 5,001,367 CMS Energy 57,088 922,542 NiSource 121,389 2,314,888 PG&E 68,873 2,948,453 Sempra Energy 162,520 8,568,055 TECO Energy 40,396 651,991 Xcel Energy 98,866 2,006,980 --------------- Total 22,414,276 - ----------------------------------------------------------------------------------- OIL, GAS & CONSUMABLE FUELS (14.5%) Anadarko Petroleum 273,837 13,782,216 Apache 132,448 10,707,096 Chevron 1,561,283 133,114,989 ConocoPhillips 666,527 53,882,043 CONSOL Energy 28,588 1,190,690 Devon Energy 57,973 4,325,366 Exxon Mobil 1,648,955 140,375,540 Hess 62,794 3,842,993 Marathon Oil 375,756 20,741,731 Occidental Petroleum 401,348 22,764,459 Valero Energy 84,736 5,678,159 --------------- Total 410,405,282 - ----------------------------------------------------------------------------------- PAPER & FOREST PRODUCTS (0.4%) MeadWestvaco 57,197 1,861,190 Weyerhaeuser 134,478 9,580,213 --------------- Total 11,441,403 - ----------------------------------------------------------------------------------- PERSONAL PRODUCTS (0.2%) Alberto-Culver 41,634 979,232 Avon Products 136,094 4,900,745 --------------- Total 5,879,977 - -----------------------------------------------------------------------------------
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 20 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) PHARMACEUTICALS (8.4%) Abbott Laboratories 551,435 $27,952,240 Forest Laboratories 73,718(b) 2,963,464 Johnson & Johnson 1,173,043 70,969,102 King Pharmaceuticals 212,443(b) 3,613,655 Merck & Co 772,283 38,343,851 Pfizer 4,043,991 95,074,228 --------------- Total 238,916,540 - ----------------------------------------------------------------------------------- REAL ESTATE INVESTMENT TRUSTS (REITS) (0.4%) General Growth Properties 112,440 5,394,871 Simon Property Group 63,007(f) 5,451,996 --------------- Total 10,846,867 - ----------------------------------------------------------------------------------- REAL ESTATE MANAGEMENT & DEVELOPMENT (0.1%) CB Richard Ellis Group Cl A 70,910(b) 2,476,177 - ----------------------------------------------------------------------------------- ROAD & RAIL (0.5%) Avis Budget Group 13,026(b) 334,377 CSX 67,474 3,198,942 Union Pacific 81,844 9,750,895 --------------- Total 13,284,214 - ----------------------------------------------------------------------------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT (0.6%) Intel 301,534 7,122,233 KLA-Tencor 49,695 2,822,179 LSI 238,134(b) 1,714,565 MEMC Electronic Materials 35,228(b) 2,160,181 Teradyne 58,834(b) 923,105 Xilinx 45,631 1,140,775 --------------- Total 15,883,038 - ----------------------------------------------------------------------------------- SOFTWARE (4.0%) Adobe Systems 77,430(b) 3,119,655 Autodesk 51,339(b) 2,175,233 BMC Software 95,479(b) 2,742,157 CA 256,197 6,425,421 Compuware 234,183(b) 2,184,927 Microsoft 2,529,902 73,341,859 Oracle 1,128,747(b) 21,581,643 --------------- Total 111,570,895 - -----------------------------------------------------------------------------------
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) SPECIALTY RETAIL (3.7%) Abercrombie & Fitch Cl A 47,279 $3,304,802 AutoNation 126,049(b) 2,455,435 AutoZone 41,363(b) 5,245,242 Bed Bath & Beyond 106,045(b) 3,673,399 Best Buy 76,085 3,392,630 Gap 252,105 4,336,206 Home Depot 1,238,236 46,025,232 Lowe's Companies 831,569 23,292,248 RadioShack 133,706 3,360,032 Sherwin-Williams 53,160 3,704,720 Tiffany & Co 106,856 5,155,802 --------------- Total 103,945,748 - ----------------------------------------------------------------------------------- TEXTILES, APPAREL & LUXURY GOODS (1.7%) Coach 425,592(b) 19,347,413 Jones Apparel Group 82,114 2,049,565 Liz Claiborne 79,065 2,778,344 Nike Cl B 222,731 12,573,165 Polo Ralph Lauren 57,168 5,107,961 VF 69,819 5,989,772 --------------- Total 47,846,220 - ----------------------------------------------------------------------------------- THRIFTS & MORTGAGE FINANCE (4.1%) Countrywide Financial 276,087 7,777,371 Fannie Mae 976,195 58,415,508 Freddie Mac 452,106 25,892,111 MGIC Investment 99,793(d) 3,857,997 Washington Mutual 524,984 19,702,650 --------------- Total 115,645,637 - ----------------------------------------------------------------------------------- TOBACCO (1.6%) Altria Group 650,584 43,244,319 UST 53,877 2,885,113 --------------- Total 46,129,432 - ----------------------------------------------------------------------------------- TRADING COMPANIES & DISTRIBUTORS (0.1%) WW Grainger 26,000 2,271,360 - ----------------------------------------------------------------------------------- TOTAL COMMON STOCKS (Cost: $2,630,769,004) $2,782,533,510 - -----------------------------------------------------------------------------------
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND - 2007 ANNUAL REPORT 21
MONEY MARKET FUND (0.3%)(e) SHARES VALUE(A) RiverSource Short-Term Cash Fund 8,325,387(g) $8,325,387 - ----------------------------------------------------------------------------------- TOTAL MONEY MARKET FUND (Cost: $8,325,387) $8,325,387 - ----------------------------------------------------------------------------------- TOTAL INVESTMENTS IN SECURITIES (Cost: $2,639,094,391)(h) $2,790,858,897 ===================================================================================
NOTES TO INVESTMENTS IN SECURITIES (a) Securities are valued by procedures described in Note 1 to the financial statements. (b) Non-income producing. (c) Foreign security values are stated in U.S. dollars. At July 31, 2007, the value of foreign securities represented 0.6% of net assets. (d) At July 31, 2007, security was partially or fully on loan. See Note 5 to the financial statements. (e) Cash collateral received from security lending activity is invested in an affiliated money market fund and represents 0.2% of net assets. See Note 5 to the financial statements. 0.1% of net assets is the Fund's cash equivalent position. (f) Partially pledged as initial margin deposit on the following open stock index futures contracts (see Note 6 to the financial statements):
TYPE OF SECURITY CONTRACTS - ------------------------------------------------------------------------------ PURCHASE CONTRACTS S&P 500 Index, Sept. 2007 67
(g) Affiliated Money Market Fund - See Note 7 to the financial statements. (h) At July 31, 2007, the cost of securities for federal income tax purposes was $2,644,641,892 and the aggregate gross unrealized appreciation and depreciation based on that cost was: Unrealized appreciation $257,486,790 Unrealized depreciation (111,269,785) - ------------------------------------------------------------------------------ Net unrealized appreciation $146,217,005 - ------------------------------------------------------------------------------
The Global Industry Classification Standard (GICS) was developed by and is the exclusive property of Morgan Stanley Capital International Inc. and Standard & Poor's, a division of The McGraw-Hill Companies, Inc. HOW TO FIND INFORMATION ABOUT THE FUND'S PORTFOLIO HOLDINGS (i) The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q; (ii) The Fund's Forms N-Q are available on the Commission's website at http://www.sec.gov; (iii)The Fund's Forms N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 1-800-SEC-0330); and (iv) The Fund's complete schedule of portfolio holdings, as disclosed in its annual and semiannual shareholder reports and in its filings on Form N-Q, can be found at riversource.com/funds. - -------------------------------------------------------------------------------- 22 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES JULY 31, 2007 ASSETS Investments in securities, at value (Note 1) Unaffiliated issuers* (identified cost $2,630,769,004) $2,782,533,510 Affiliated money market fund (identified cost $8,325,387) (Note 7) 8,325,387 - ------------------------------------------------------------------------------ Total investments in securities (identified cost $2,639,094,391) 2,790,858,897 Capital shares receivable 33,013,338 Dividends and accrued interest receivable 3,496,204 - ------------------------------------------------------------------------------ Total assets 2,827,368,439 - ------------------------------------------------------------------------------ LIABILITIES Disbursements in excess of cash on demand deposit 266,725 Capital shares payable 1,458,642 Payable for investment securities purchased 56,232 Payable upon return of securities loaned (Note 5) 5,989,000 Variation margin payable 10,575 Accrued investment management services fee 44,996 Accrued distribution fee 16,723 Accrued transfer agency fee 6,321 Accrued administrative services fee 4,109 Accrued plan administration services fee 1,096 Other accrued expenses 134,609 - ------------------------------------------------------------------------------ Total liabilities 7,989,028 - ------------------------------------------------------------------------------ Net assets applicable to outstanding capital stock $2,819,379,411 ==============================================================================
- -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 23 STATEMENT OF ASSETS AND LIABILITIES (CONTINUED) JULY 31, 2007 REPRESENTED BY Capital stock -- $.01 par value (Note 1) $ 3,901,041 Additional paid-in capital 2,510,493,651 Undistributed net investment income 15,309,316 Accumulated net realized gain (loss) 138,346,267 Unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies (Note 6) 151,329,136 - ------------------------------------------------------------------------------ Total -- representing net assets applicable to outstanding capital stock $2,819,379,411 ==============================================================================
Net assets applicable to outstanding shares: Class A $1,410,073,147 Class B $ 62,090,519 Class C $ 3,322,979 Class I $ 441,406,784 Class R2 $ 4,763 Class R3 $ 4,770 Class R4 $ 157,584,051 Class R5 $ 4,783 Class W $ 744,887,615 Net asset value per share of outstanding capital stock: Class A shares(1) 195,317,511 $ 7.22 Class B shares 8,724,783 $ 7.12 Class C shares 467,585 $ 7.11 Class I shares 60,689,061 $ 7.27 Class R2 shares 661 $ 7.21 Class R3 shares 661 $ 7.22 Class R4 shares 21,739,173 $ 7.25 Class R5 shares 661 $ 7.24 Class W shares 103,164,030 $ 7.22 - -------------------------------------------------------------------------------------------- * Including securities on loan, at value (Note 5) $ 5,528,300 - --------------------------------------------------------------------------------------------
(1) The maximum offering price per share for Class A is $7.66. The offering price is calculated by dividing the net asset value by 1.0 minus the maximum sales charge of 5.75%. See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 24 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT STATEMENT OF OPERATIONS YEAR ENDED JULY 31, 2007 INVESTMENT INCOME Income: Dividends $ 46,250,747 Interest 556,791 Income distributions from affiliated money market fund (Note 7) 1,766,357 Fee income from securities lending (Note 5) 102,236 - ---------------------------------------------------------------------------- Total income 48,676,131 - ---------------------------------------------------------------------------- Expenses (Note 2): Investment management services fee 14,110,274 Distribution fee Class A 3,592,175 Class B 774,204 Class C 30,535 Class R2 15 Class R3 7 Class W 360,341 Transfer agency fee Class A 1,500,245 Class B 94,020 Class C 3,500 Class R2 2 Class R3 2 Class R4 149,207 Class R5 2 Class W 288,273 Service fee -- Class R4 93,450 Administrative services fees and expenses 1,224,572 Plan administration services fee Class R2 7 Class R3 7 Class R4 329,854 Compensation of board members 41,234 Custodian fees 197,205 Printing and postage 169,900 Registration fees 193,695 Professional fees 82,684 Other 80,945 - ---------------------------------------------------------------------------- Total expenses 23,316,355 Expenses waived/reimbursed by the Investment Manager and its affiliates (Note 2) (791,059) - ---------------------------------------------------------------------------- 22,525,296 Earnings and bank fee credits on cash balances (Note 2) (177,524) - ---------------------------------------------------------------------------- Total net expenses 22,347,772 - ---------------------------------------------------------------------------- Investment income (loss) -- net 26,328,359 - ----------------------------------------------------------------------------
- -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 25 STATEMENT OF OPERATIONS (CONTINUED) YEAR ENDED JULY 31, 2007 REALIZED AND UNREALIZED GAIN (LOSS) -- NET Net realized gain (loss) on: Security transactions (Note 3) $164,997,246 Futures contracts 10,332,154 - ---------------------------------------------------------------------------- Net realized gain (loss) on investments 175,329,400 Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies 99,972,248 - ---------------------------------------------------------------------------- Net gain (loss) on investments and foreign currencies 275,301,648 - ---------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $301,630,007 ============================================================================
See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 26 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED JULY 31, 2007 2006 OPERATIONS AND DISTRIBUTIONS Investment income (loss) -- net $ 26,328,359 $ 8,709,265 Net realized gain (loss) on investments 175,329,400 122,200,444 Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies 99,972,248 (121,608,827) - --------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 301,630,007 9,300,882 - --------------------------------------------------------------------------------------- Distributions to shareholders from: Net investment income Class A (11,770,748) (354,341) Class B (119,376) (19,051) Class C (7,167) (767) Class I (4,503,510) (1,329,352) Class R2 (53) N/A Class R3 (53) N/A Class R4 (2,093,617) (391) Class R5 (54) N/A Class W (4,357) N/A Net realized gain Class A (98,698,411) (1,913,998) Class B (5,457,193) (540,285) Class C (199,900) (14,293) Class I (28,282,528) (5,176,835) Class R2 (338) N/A Class R3 (338) N/A Class R4 (15,612,336) (1,940) Class R5 (338) N/A Class W (27,397) N/A - --------------------------------------------------------------------------------------- Total distributions (166,777,714) (9,351,253) - ---------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 27 STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
YEAR ENDED JULY 31, 2007 2006 CAPITAL SHARE TRANSACTIONS (NOTE 4) Proceeds from sales Class A shares (Note 2) $ 88,546,740 $ 57,119,187 Class B shares 11,644,836 8,354,913 Class C shares 962,793 459,648 Class I shares 268,920,269 127,309,091 Class R2 shares 5,000 N/A Class R3 shares 5,000 N/A Class R4 shares 96,913,115 1,874,060 Class R5 shares 5,000 N/A Class W shares 847,280,579 N/A Fund merger (Note 9) Class A shares N/A 1,396,617,869 Class B shares N/A 85,982,462 Class C shares N/A 2,432,014 Class I shares N/A 37,756,460 Class R4 shares N/A 274,057,962 Reinvestment of distributions at net asset value Class A shares 101,787,281 2,250,671 Class B shares 5,504,829 553,930 Class C shares 204,516 13,921 Class I shares 32,784,089 6,505,529 Class R4 shares 17,705,953 1,577 Class W shares 31,356 N/A Payments for redemptions Class A shares (248,119,981) (116,576,502) Class B shares (Note 2) (34,806,536) (29,916,465) Class C shares (Note 2) (749,148) (373,393) Class I shares (138,117,054) (1,598,499) Class R4 shares (203,796,200) (51,682,981) Class W shares (82,651,517) N/A - --------------------------------------------------------------------------------------- Increase (decrease) in net assets from capital share transactions 764,060,920 1,801,141,454 - --------------------------------------------------------------------------------------- Total increase (decrease) in net assets 898,913,213 1,801,091,083 Net assets at beginning of year 1,920,466,198 119,375,115 - --------------------------------------------------------------------------------------- Net assets at end of year $2,819,379,411 $1,920,466,198 ======================================================================================= Undistributed net investment income $ 15,309,316 $ 7,730,352 - ---------------------------------------------------------------------------------------
See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 28 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Fund is a series of RiverSource Large Cap Series, Inc. and is registered under the Investment Company Act of 1940 (as amended) as a diversified, open-end management investment company. RiverSource Large Cap Series, Inc. has 10 billion authorized shares of capital stock that can be allocated among the separate series as designated by the Board. The Fund invests primarily in equity securities of companies listed on U.S. exchanges with market capitalizations greater than $5 billion at the time of purchase. The Fund offers Class A, Class B, Class C, Class I and Class R4 shares. - - Class A shares are sold with a front-end sales charge. - - Class B shares may be subject to a contingent deferred sales charge (CDSC) and automatically convert to Class A shares during the ninth year of ownership. - - Class C shares may be subject to a CDSC. - - Class I and Class R4 shares have no sales charge and are offered only to qualifying institutional investors. Effective Dec. 11, 2006, the Board approved renaming Class Y as Class R4, terminating the shareholder servicing agreement, revising the fee structure under the transfer agent agreement from account-based to asset-based, and adopting a plan administration services agreement. At July 31, 2007, Ameriprise Financial, Inc. (Ameriprise Financial), the parent company of RiverSource Investments, LLC (the Investment Manager) and the affiliated funds-of-funds owned 100% of Class I shares. Effective Dec.11, 2006, the Fund offers additional classes of shares, Class R2, Class R3 and Class R5, to certain institutional investors. These shares are sold without a front-end sales charge or CDSC. At July 31, 2007, Ameriprise Financial owned 100% of Class R2, Class R3 and Class R5 shares. Effective Dec. 1, 2006, the Fund offers an additional class of shares, Class W, through qualifying discretionary accounts. Class W shares are sold without a front-end sales charge or CDSC. All classes of shares have identical voting, dividend and liquidation rights. Class specific expenses (e.g., distribution and service fees, transfer agency fees, plan administration fees) differ among classes. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses on investments are allocated to each class of shares based upon its relative net assets. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 29 The Fund's significant accounting policies are summarized below: USE OF ESTIMATES Preparing financial statements that conform to U.S. generally accepted accounting principles requires management to make estimates (e.g., on assets, liabilities and contingent assets and liabilities) that could differ from actual results. VALUATION OF SECURITIES All securities are valued at the close of each business day. Securities traded on national securities exchanges or included in national market systems are valued at the last quoted sales price. Debt securities are generally traded in the over-the-counter market and are valued at a price that reflects fair value as quoted by dealers in these securities or by an independent pricing service. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. The procedures adopted by the Board of Directors of the funds generally contemplate the use of fair valuation in the event that price quotations or valuations are not readily available, price quotations or valuations from other sources are not reflective of market value and thus deemed unreliable, or a significant event has occurred in relation to a security or class of securities (such as foreign equities) that is not reflected in price quotations or valuations from other sources. A fair value price is a good faith estimate of the value of a security at a given point in time. Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore the closing prices for securities in such markets or on such exchanges may not fully reflect events that occur after such close but before the close of the New York Stock Exchange, including significant movements in the U.S. market after foreign exchanges have closed. Accordingly, in those situations, Ameriprise Financial will fair value foreign equity securities pursuant to procedures adopted by the Board of Directors of the funds, including utilizing a third party pricing service to determine these fair values. These procedures take into account multiple factors, including movements in the U.S. securities markets, to determine a good faith estimate that reasonably reflects the current market conditions as of the close of the New York Stock Exchange. Swap transactions are valued through an authorized pricing service, broker, or an internal model. Short-term securities maturing in more than 60 days from the valuation date are valued at the market price or approximate market value based on current interest rates; those maturing in 60 days or less are valued at amortized cost. OPTION TRANSACTIONS To produce incremental earnings, protect gains, and facilitate buying and selling of securities for investments, the Fund may buy and write options traded on any U.S. or foreign exchange or in the over-the-counter market where completing the obligation depends upon the credit standing of the other party. Cash collateral may be collected by the Fund to secure certain over-the-counter options trades. Cash collateral held by the Fund for such option trades must be returned to the - -------------------------------------------------------------------------------- 30 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT counterparty upon closure, exercise or expiration of the contract. The Fund also may buy and sell put and call options and write covered call options on portfolio securities as well as write cash-secured put options. The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk of being unable to enter into a closing transaction if a liquid secondary market does not exist. Option contracts are valued daily at the closing prices on their primary exchanges and unrealized appreciation or depreciation is recorded. The Fund will realize a gain or loss when the option transaction expires or closes. When an option is exercised, the proceeds on sales for a written call option, the purchase cost for a written put option or the cost of a security for a purchased put or call option is adjusted by the amount of premium received or paid. At July 31, 2007, the Fund had no outstanding option contracts. FUTURES TRANSACTIONS To gain exposure to or protect itself from market changes, the Fund may buy and sell financial futures contracts traded on any U.S. or foreign exchange. The Fund also may buy and write put and call options on these futures contracts. Risks of entering into futures contracts and related options include the possibility of an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities. Futures are valued daily based upon the last sale price at the close of market on the principal exchange on which they are traded. Upon entering into a futures contract, the Fund is required to deposit either cash or securities in an amount (initial margin) equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Fund each day. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses. The Fund recognizes a realized gain or loss when the contract is closed or expires. FOREIGN CURRENCY TRANSLATIONS AND FORWARD FOREIGN CURRENCY CONTRACTS Securities and other assets and liabilities denominated in foreign currencies are translated daily into U.S. dollars. Foreign currency amounts related to the purchase or sale of securities and income and expenses are translated at the exchange rate on the transaction date. The effect of changes in foreign exchange rates on realized and unrealized security gains or losses is reflected as a component of such gains or losses. In the statement of operations, net realized gains or losses from foreign currency transactions, if any, may arise from sales of foreign currency, closed forward contracts, exchange gains or losses realized between the trade date and - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 31 settlement date on securities transactions, and other translation gains or losses on dividends, interest income and foreign withholding taxes. The Fund may enter into forward foreign currency exchange contracts for operational purposes and to protect against adverse exchange rate fluctuation. The net U.S. dollar value of foreign currency underlying all contractual commitments held by the Fund and the resulting unrealized appreciation or depreciation are determined using foreign currency exchange rates from an independent pricing service. The Fund is subject to the credit risk that the other party will not complete its contract obligations. At July 31, 2007, the Fund had no outstanding forward foreign currency contracts. GUARANTEES AND INDEMNIFICATIONS Under the Fund's organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, certain of the Fund's contracts with its service providers contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown since the amount of any future claims that may be made against the Fund cannot be determined and the Fund has no historical basis for predicting the likelihood of any such claims. FEDERAL TAXES The Fund's policy is to comply with Subchapter M of the Internal Revenue Code that applies to regulated investment companies and to distribute substantially all of its taxable income to shareholders. No provision for income or excise taxes is thus required. Net investment income (loss) and net realized gains (losses) may differ for financial statement and tax purposes primarily because of deferred losses on certain futures contracts, the recognition of certain foreign currency gains (losses) as ordinary income (loss) for tax purposes, and losses deferred due to "wash sale" transactions. The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains (losses) were recorded by the Fund. On the statement of assets and liabilities, as a result of permanent book-to-tax differences, undistributed net investment income has been decreased by $250,460 and accumulated net realized gain been increased by $250,460. - -------------------------------------------------------------------------------- 32 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT The tax character of distributions paid for the years indicated is as follows:
YEAR ENDED JULY 31, 2007 2006 - ---------------------------------------------------------------------------- CLASS A Distributions paid from: Ordinary income.......................... $55,821,524 $1,705,386 Long-term capital gain................... 54,647,635 562,953 CLASS B Distributions paid from: Ordinary income.......................... 2,555,014 400,261 Long-term capital gain................... 3,021,555 159,075 CLASS C Distributions paid from: Ordinary income.......................... 96,386 10,856 Long-term capital gain................... 110,681 4,204 CLASS I Distributions paid from: Ordinary income.......................... 17,126,482 4,989,806 Long-term capital gain................... 15,659,556 1,516,381 CLASS R2(A) Distributions paid from: Ordinary income.......................... 204 N/A Long-term capital gain................... 187 N/A CLASS R3(A) Distributions paid from: Ordinary income.......................... 204 N/A Long-term capital gain................... 187 N/A CLASS R4(B) Distributions paid from: Ordinary income.......................... 9,061,667 1,765 Long-term capital gain................... 8,644,286 566 CLASS R5(A) Distributions paid from: Ordinary income.......................... 205 N/A Long-term capital gain................... 187 N/A CLASS W(C) Distributions paid from: Ordinary income.......................... 16,585 N/A Long-term capital gain................... 15,169 N/A
(a) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (b) Effective Dec. 11, 2006, Class Y was renamed Class R4. (c) For the period from Dec. 1, 2006 (inception date) to July 31, 2007. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 33 At July 31, 2007, the components of distributable earnings on a tax basis are as follows: Undistributed ordinary income............................. $ 59,944,450 Undistributed accumulated long-term gain.................. $ 98,799,366 Unrealized appreciation (depreciation).................... $146,240,903
RECENT ACCOUNTING PRONOUNCEMENTS On Sept. 20, 2006, the Financial Accounting Standards Board (FASB) released Statement of Financial Accounting Standards No. 157 "Fair Value Measurements" (SFAS 157). SFAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of SFAS 157 is required for fiscal years beginning after Nov. 15, 2007 and interim periods within those fiscal years. The impact of SFAS 157 on the Fund's financial statements is being evaluated. In June 2006, the FASB issued FASB Interpretation 48 (FIN 48), "Accounting for Uncertainty in Income Taxes." FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement 109, "Accounting for Income Taxes." FIN 48 prescribes a two-step process to recognize and measure a tax position taken or expected to be taken in a tax return. The first step is to determine whether a tax position has met the more-likely-than-not recognition threshold and the second step is to measure a tax position that meets the threshold to determine the amount of benefit to recognize. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after Dec. 15, 2006. Tax positions of the Fund are being evaluated to determine the impact, if any, to the Fund. The adoption of FIN 48 is not anticipated to have a material impact on the Fund. DIVIDENDS TO SHAREHOLDERS An annual dividend from net investment income, declared and paid at the end of the calendar year, when available, is reinvested in additional shares of the Fund at net asset value or payable in cash. Capital gains, when available, are distributed along with the income dividend. On March 7, 2006, an additional dividend was paid before the merger (see Note 9) to ensure that current shareholders of RiverSource Disciplined Equity Fund would not experience a dilution in their share of the Fund's income or capital gains. OTHER Security transactions are accounted for on the date securities are purchased or sold. Dividend income is recognized on the ex-dividend date and interest income, including amortization of premium, market discount and original issue discount using the effective interest method, is accrued daily. - -------------------------------------------------------------------------------- 34 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 2. EXPENSES AND SALES CHARGES Under an Investment Management Services Agreement, the Investment Manager determines which securities will be purchased, held or sold. The management fee is a percentage of the Fund's average daily net assets that declines from 0.60% to 0.375% annually as the Fund's assets increase. The fee may be adjusted upward or downward by a performance incentive adjustment based on a comparison of the performance of Class A shares of the Fund to the Lipper Large-Cap Core Funds Index. In certain circumstances, the Board may approve a change in the index. The maximum adjustment is 0.12% per year. If the performance difference is less than 0.50%, the adjustment will be zero. The adjustment increased the fee by $716,428 for the year ended July 31, 2007. The management fee for the year ended July 31, 2007, was 0.61% of the Fund's average daily net assets, including an adjustment under the terms of the performance incentive adjustment. Under an Administrative Services Agreement, the Fund pays Ameriprise Financial a fee for administration and accounting services at a percentage of the Fund's average daily net assets that declines from 0.06% to 0.03% annually as the Fund's assets increase. Other expenses in the amount of $26,786 are for, among other things, certain expenses of the Fund or the Board including: Fund boardroom and office expense, employee compensation, employee health and retirement benefits, and certain other expenses. Payment of these Fund and Board expenses is facilitated by a company providing limited administrative services to the Fund and the Board. Compensation of Board members includes, for a former Board Chair, compensation as well as retirement benefits. Certain other aspects of a former Board Chair's compensation, including health benefits and payment of certain other expenses, are included under other expenses. Under a Deferred Compensation Plan (the Plan), non-interested board members may defer receipt of their compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of the Fund or other RiverSource funds. The Fund's liability for these amounts is adjusted for market value changes and remains in the Fund until distributed in accordance with the Plan. Professional fees include fees paid by the Fund for legal services and independent registered public accounting firm services. Under a Transfer Agency Agreement, RiverSource Service Corporation (the Transfer Agent) maintains shareholder accounts and records. The Fund pays the Transfer Agent an annual fee per shareholder account for this service as follows: - - Class A $19.50 - - Class B $20.50 - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 35 - - Class C $20.00 Effective Dec. 11, 2006, as part of the Board's approval to rename Class Y as Class R4, the fee structure under the Transfer Agency Agreement was revised from an account-based fee for Class Y to an asset-based fee for Class R4. The Fund pays the Transfer Agent an annual asset-based fee at a rate of 0.05% of the Fund's average daily net assets attributable to Class R4 shares. Prior to Dec. 11, 2006, the Fund paid the Transfer Agent an annual account-based fee of $17.50 per shareholder account. In addition, the Fund pays the Transfer Agent an annual asset-based fee at a rate of 0.05% of the Fund's average daily net assets attributable to Class R2, Class R3 and Class R5 shares and an annual asset-based fee at a rate of 0.20% of the Fund's average daily net assets attributable to Class W shares. Prior to Dec. 11, 2006, Class I paid a transfer agency fee at an annual rate per shareholder account of $1. Effective Dec. 11, 2006, this fee was eliminated. The Transfer Agent charges an annual fee of $5 per inactive account, charged on a pro rata basis for 12 months from the date the account becomes inactive. These fees are included in the transfer agency fees on the statement of operations. The Fund has agreements with Ameriprise Financial Services, Inc. and RiverSource Distributors, Inc. (collectively, the Distributor) for distribution and shareholder services. Under a Plan and Agreement of Distribution pursuant to Rule 12b-1, the Fund pays a fee at an annual rate of up to 0.25% of the Fund's average daily net assets attributable to Class A, Class R3 and Class W shares, a fee at annual rate of up to 0.50% of the Fund's average daily net assets attributable to Class R2 shares and a fee at an annual rate of up to 1.00% of the Fund's average daily net assets attributable to Class B and Class C shares. Effective Dec. 11, 2006, a Plan Administration Services Agreement was adopted for the restructured Class R4 and the introduction of Class R2 and Class R3. The fee is calculated at a rate of 0.25% of the Fund's average daily net assets attributable to Class R2, Class R3 and Class R4 shares. Prior to Dec. 11, 2006, under a Shareholder Service Agreement, the Fund paid the Distributor a fee for service provided to shareholders by the Distributor and other servicing agents with respect to Class Y shares. The fee was calculated at a rate of 0.10% of the Fund's average daily net assets attributable to Class Y shares. Effective Dec. 11, 2006, this agreement was terminated. Sales charges received by the Distributor for distributing Fund shares were $616,732 for Class A, $44,715 for Class B and $304 for Class C for the year ended July 31, 2007. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the funds in which it - -------------------------------------------------------------------------------- 36 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT invests (also referred to as "acquired funds"), including affiliated and non- affiliated pooled investment vehicles (including mutual funds and exchange traded funds). Because the acquired funds have varied expense and fee levels and the Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. For the year ended July 31, 2007, the Investment Manager and its affiliates waived certain fees and expenses such that net expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment, were 1.03% for Class A, 1.79% for Class B, 1.79% for Class C, 0.67% for Class I, 1.48% for Class R2, 1.22% for Class R3, 0.87% for Class R4, 0.74% for Class R5 and 1.13% for Class W. Of these waived fees and expenses, the transfer agency fees waived for Class R4 were $121,727 and the management fees waived at the Fund level were $669,332. Under an agreement, which was effective until July 31, 2007, the Investment Manager and its affiliates contractually agreed to waive certain fees and expenses such that net expenses (excluding fee and expenses of acquired funds), before giving effect to any performance incentive adjustment, would not exceed 1.00% for Class A, 1.78% for Class B, 1.77% for Class C, 0.64% for Class I, 1.46% for Class R2, 1.21% for Class R3, 0.84% for Class R4, 0.71% for Class R5 and 1.11% for Class W of the Fund's average daily net assets. Effective Aug. 1, 2007, the Investment Manager and its affiliates have contractually agreed to waive certain fees and expenses such that net expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment, will not exceed 1.09% for Class A, 1.85% for Class B, 1.85% for Class C, 0.78% for Class I, 1.58% for Class R2, 1.33% for Class R3, 0.88% for Class R4, 0.83% for Class R5 and 1.23% for Class W of the Fund's average daily net assets, until July 31, 2008, unless sooner terminated at the discretion of the Board. During the year ended July 31, 2007, the Fund's custodian and transfer agency fees were reduced by $177,524 as a result of earnings and bank fee credits from overnight cash balances. The Fund also pays custodian fees to Ameriprise Trust Company, an affiliate of Ameriprise Financial. 3. SECURITIES TRANSACTIONS Cost of purchases and proceeds from sales of securities (other than short-term obligations) aggregated $1,996,518,039 and $1,391,070,515, respectively, for the year ended July 31, 2007. Realized gains and losses are determined on an identified cost basis. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 37 4. CAPITAL SHARE TRANSACTIONS Transactions in shares of capital stock for the years indicated are as follows:
YEAR ENDED JULY 31, 2007 ISSUED FOR REINVESTED NET SOLD DISTRIBUTIONS REDEEMED INCREASE (DECREASE) - ----------------------------------------------------------------------------------------------- Class A 12,174,430 14,582,705 (34,507,399) (7,750,264) Class B 1,639,136 796,647 (4,750,576) (2,314,793) Class C 135,752 29,640 (105,911) 59,481 Class I 37,783,228 4,670,098 (18,989,372) 23,463,954 Class R2(a) 661 -- -- 661 Class R3(a) 661 -- -- 661 Class R4(b) 13,970,887 2,529,422 (27,927,795) (11,427,486) Class R5(a) 661 -- -- 661 Class W(c) 114,252,036 4,492 (11,092,498) 103,164,030 - -----------------------------------------------------------------------------------------------
YEAR ENDED JULY 31, 2006 ISSUED FOR REINVESTED NET SOLD FUND MERGER DISTRIBUTIONS REDEEMED INCREASE (DECREASE) - --------------------------------------------------------------------------------------------------------- Class A 8,536,165 207,275,407 337,195 (17,270,329) 198,878,438 Class B 1,250,216 12,879,602 83,745 (4,576,044) 9,637,519 Class C 68,880 364,574 2,104 (55,973) 379,585 Class I 18,763,732 5,576,952 969,971 (237,632) 25,073,023 Class R4(b) 276,369 40,564,166 235 (7,679,229) 33,161,541 - ---------------------------------------------------------------------------------------------------------
(a) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (b) Effective Dec. 11, 2006, Class Y was renamed Class R4. (c) For the period from Dec. 1, 2006 (inception date) to July 31, 2007. 5. LENDING OF PORTFOLIO SECURITIES In order to generate additional income, the Fund may lend securities representing up to one-third of the value of its total assets (which includes collateral for securities on loan) to broker-dealers, banks, or other institutional borrowers of securities. The Fund receives collateral in the form of cash and U.S. government securities, equal to at least 100% of the value of securities loaned, which is marked to the market value of the loaned securities daily until the securities are returned, e.g., if the value of the securities on loan increases, additional cash collateral is provided by the borrower. The Investment Manager serves as securities lending agent for the Fund under the investment management services agreement pursuant to which the Fund has agreed to reimburse the Investment Manager for expenses incurred by it in connection with the lending program, and pursuant to guidelines adopted by and under the oversight of the Board. At July 31, 2007, securities valued at $5,528,300 were on loan to brokers. For collateral, the Fund received $5,989,000 in cash. Cash collateral received is invested in an affiliated money - -------------------------------------------------------------------------------- 38 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT market fund and short-term securities, including U.S. government securities or other high-grade debt obligations, which are included in the "Investments in securities." Income from securities lending amounted to $102,236 for the year ended July 31, 2007. Expenses paid to the Investment Manager were $4,189 for the year ended July 31, 2007, which are included in other expenses on the statement of operations. The risks to the Fund of securities lending are that the borrower may not provide additional collateral when required or return the securities when due. 6. STOCK INDEX FUTURES CONTRACTS At July 31, 2007, investments in securities included securities valued at $2,083,960 that were pledged as collateral to cover initial margin deposits on 67 open purchase contracts. The notional market value of the open purchase contracts at July 31, 2007 was $24,486,825 with a net unrealized loss of $459,268. See "Summary of significant accounting policies" and "Notes to investments in securities." 7. AFFILIATED MONEY MARKET FUND The Fund may invest its daily cash balance in RiverSource Short-Term Cash Fund, a money market fund established for the exclusive use of the RiverSource funds and other institutional clients of RiverSource Investments. Cost of purchases and proceeds from sales of securities aggregated $878,276,983 and $869,951,596, respectively, for the year ended July 31, 2007. 8. BANK BORROWINGS The Fund has a revolving credit agreement with a syndicate of banks headed by JPMorgan Chase Bank, N.A. (JPMCB), whereby the Fund may borrow for the temporary funding of shareholder redemptions or for other temporary or emergency purposes. The agreement went into effect Sept. 19, 2006. The Fund must maintain asset coverage for borrowings of at least 300%. The agreement, which enables the Fund to participate with other RiverSource funds, permits borrowings up to $500 million, collectively. Interest is charged to each Fund based on its borrowings at a rate equal to either the higher of the Federal Funds Effective Rate plus 0.40% or the JPMCB Prime Commercial Lending Rate. Borrowings are payable within 60 days after such loan is executed. The Fund also pays a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.06% per annum. Prior to this agreement, the Fund paid a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.07% per annum. The Fund had no borrowings under the facility outstanding during the year ended July 31, 2007. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 39 9. FUND MERGER At the close of business on March 10, 2006, RiverSource Disciplined Equity Fund acquired the assets and assumed the identified liabilities of RiverSource Stock Fund. The reorganization was completed after shareholders approved the plan on Feb. 15, 2006. The aggregate net assets of RiverSource Disciplined Equity Fund immediately before the acquisition were $207,410,855 and the combined net assets immediately after the acquisition were $2,004,257,622. The merger was accomplished by a tax-free exchange of 87,585,087 shares of RiverSource Stock Fund valued at $1,796,846,767. In exchange for the RiverSource Stock Fund shares and net assets, RiverSource Disciplined Equity Fund issued the following number of shares:
SHARES - ------------------------------------------------------------------------- Class A 207,275,407 Class B 12,879,602 Class C 364,574 Class I 5,576,952 Class Y 40,564,166 - -------------------------------------------------------------------------
RiverSource Stock Fund's net assets after adjustments for any permanent book-to- tax differences at the merger date were as follows, which include the following amounts of capital stock, unrealized appreciation, accumulated net realized loss and undistributed net income.
ACCUMULATED TOTAL UNREALIZED NET REALIZED UNDISTRIBUTED NET ASSETS CAPITAL STOCK APPRECIATION LOSS NET INCOME - --------------------------------------------------------------------------------------------------------- RiverSource Stock Fund $1,796,846,767 $1,638,521,442 $166,822,042 $(8,526,929) $30,212
10. INFORMATION REGARDING PENDING AND SETTLED LEGAL PROCEEDINGS In June 2004, an action captioned John E. Gallus et al. v. American Express Financial Corp. and American Express Financial Advisors Inc., was filed in the United States District Court for the District of Arizona. The plaintiffs allege that they are investors in several American Express Company mutual funds and they purport to bring the action derivatively on behalf of those funds under the Investment Company Act of 1940. The plaintiffs allege that fees allegedly paid to the defendants by the funds for investment advisory and administrative services are excessive. The plaintiffs seek remedies including restitution and rescission of investment advisory and distribution agreements. The plaintiffs voluntarily agreed to transfer this case to the United States District Court for the District of - -------------------------------------------------------------------------------- 40 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT Minnesota. In response to defendants' motion to dismiss the complaint, the Court dismissed one of plaintiffs' four claims and granted plaintiffs limited discovery. Defendants moved for summary judgment in April 2007. Summary judgment was granted in the defendants' favor on July 9, 2007. The plaintiffs may file a notice of appeal with the Eighth Circuit Court of Appeals within 30 days from the date of judgment. In December 2005, without admitting or denying the allegations, American Express Financial Corporation (AEFC, which is now known as Ameriprise Financial, Inc. (Ameriprise Financial)), the parent company of RiverSource Investments, LLC (RiverSource Investments), entered into settlement agreements with the Securities and Exchange Commission (SEC) and Minnesota Department of Commerce (MDOC) related to market timing activities. In connection with these matters, the SEC and MDOC issued orders (the Orders) alleging that AEFC violated certain provisions of the federal and Minnesota securities laws by failing to adequately disclose market timing activities by allowing certain identified market timers to continue to market time contrary to disclosures in mutual fund and variable annuity product prospectuses. The Orders also alleged that AEFC failed to implement procedures to detect and prevent market timing in 401(k) plans for employees of AEFC and related companies and failed to adequately disclose that there were no such procedures. Pursuant to the MDOC Order, the MDOC also alleged that AEFC allowed inappropriate market timing to occur by failing to have written policies and procedures and failing to properly supervise its employees. As a result of the Orders, AEFC was censured and ordered to cease and desist from committing or causing any violations of certain provisions of the Investment Advisers Act of 1940, the Investment Company Act of 1940, and various Minnesota laws. Pursuant to the terms of the Orders, AEFC agreed to pay disgorgement of $10 million and civil money penalties of $7 million. AEFC also agreed to make presentations at least annually to its board of directors and the relevant mutual funds' board that include an overview of policies and procedures to prevent market timing, material changes to these policies and procedures and whether disclosures related to market timing are consistent with the SEC order and federal securities laws. AEFC also agreed to retain an independent distribution consultant to assist in developing a plan for distribution of all disgorgement and civil penalties ordered by the SEC in accordance with various undertakings detailed at http://www.sec.gov/litigation/admin/ia-2451.pdf. In addition, AEFC agreed to complete and submit to the MDOC a compliance review of its procedures regarding market timing within one year of the MDOC Order, including a summary of actions taken to ensure compliance with applicable laws and regulations and certification by a senior officer regarding compliance and supervisory procedures. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 41 Ameriprise Financial and its affiliates have cooperated with the SEC and the MDOC in these legal proceedings, and have made regular reports to the RiverSource Funds' Boards of Directors/Trustees. Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the Funds are not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds. Ameriprise Financial is required to make 10-Q, 10-K and, as necessary, 8-K filings with the Securities and Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov. There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares or other adverse consequences to the Funds. Further, although we believe proceedings are not likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds, these proceedings are subject to uncertainties and, as such, we are unable to estimate the possible loss or range of loss that may result. An adverse outcome in one or more of these proceedings could result in adverse judgments, settlements, fines, penalties or other relief that could have a material adverse effect on the consolidated financial condition or results of operations of Ameriprise Financial. - -------------------------------------------------------------------------------- 42 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 11. FINANCIAL HIGHLIGHTS The tables below show certain important financial information for evaluating the Fund's results. CLASS A
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003(B) Net asset value, beginning of period $6.74 $6.70 $5.95 $5.44 $5.00 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .08(c) .06 .04 .02 .01 Net gains (losses) (both realized and unrealized) .97 .35 .90 .63 .43 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 1.05 .41 .94 .65 .44 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.06) (.06) (.03) (.02) -- Distributions from realized gains (.51) (.31) (.16) (.12) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.57) (.37) (.19) (.14) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $7.22 $6.74 $6.70 $5.95 $5.44 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - ----------------------------------------------------------------------------------------------------------- Net assets, end of period (in millions) $1,410 $1,368 $28 $13 $8 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) 1.03% 1.02% 1.25% 1.13% 1.22%(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.13% .95% .84% .65% .81%(g) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% 137% 64% 64% 17% - ----------------------------------------------------------------------------------------------------------- Total return(h) 15.92% 6.25% 15.95% 11.99% 8.80%(i) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from April 24, 2003 (when shares became publicly available) to July 31, 2003. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class A would have been 1.05%, 1.05%, 1.35%, 1.91% and 7.39% for the periods ended July 31, 2007, 2006, 2005, 2004 and 2003, respectively. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 43 CLASS B
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003(B) Net asset value, beginning of period $6.65 $6.62 $5.90 $5.43 $5.00 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .03(c) .01 .02 (.02) -- Net gains (losses) (both realized and unrealized) .96 .34 .86 .61 .43 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .99 .35 .88 .59 .43 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.01) (.01) -- -- -- Distributions from realized gains (.51) (.31) (.16) (.12) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.52) (.32) (.16) (.12) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $7.12 $6.65 $6.62 $5.90 $5.43 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $62 $73 $9 $3 $1 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) 1.79% 1.82% 2.04% 1.95% 2.01%(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .37% .20% .06% (.16%) (.08%)(g) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% 137% 64% 64% 17% - ----------------------------------------------------------------------------------------------------------- Total return(h) 15.18% 5.42% 15.03% 10.95% 8.60%(i) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from April 24, 2003 (when shares became publicly available) to July 31, 2003. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class B would have been 1.82%, 1.85%, 2.13%, 2.73% and 8.18% for the periods ended July 31, 2007, 2006, 2005, 2004 and 2003, respectively. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- 44 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT CLASS C
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003(B) Net asset value, beginning of period $6.65 $6.62 $5.90 $5.43 $5.00 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .03(c) .01 .01 (.02) -- Net gains (losses) (both realized and unrealized) .96 .35 .87 .61 .43 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .99 .36 .88 .59 .43 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.02) (.02) -- -- -- Distributions from realized gains (.51) (.31) (.16) (.12) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.53) (.33) (.16) (.12) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $7.11 $6.65 $6.62 $5.90 $5.43 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $3 $3 $-- $-- $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) 1.79% 1.81% 2.06% 1.95% 2.01%(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .36% .20% .02% (.17%) (.05%)(g) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% 137% 64% 64% 17% - ----------------------------------------------------------------------------------------------------------- Total return(h) 15.14% 5.51% 15.03% 10.96% 8.60%(i) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from April 24, 2003 (when shares became publicly available) to July 31, 2003. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class C would have been 1.81%, 1.84%, 2.13%, 2.73% and 8.20% for the periods ended July 31, 2007, 2006, 2005, 2004 and 2003, respectively. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 45 CLASS I
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004(B) Net asset value, beginning of period $6.78 $6.73 $5.96 $5.99 - ---------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .11(c) .08 .04 .02 Net gains (losses) (both realized and unrealized) .97 .36 .92 (.05) - ---------------------------------------------------------------------------------------------------- Total from investment operations 1.08 .44 .96 (.03) - ---------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) (.08) (.03) -- Distributions from realized gains (.51) (.31) (.16) -- - ---------------------------------------------------------------------------------------------------- Total distributions (.59) (.39) (.19) -- - ---------------------------------------------------------------------------------------------------- Net asset value, end of period $7.27 $6.78 $6.73 $5.96 - ---------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $441 $252 $82 $9 - ---------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) .67%(f) .70%(f) .91% .93%(f),(g) - ---------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.47% 1.41% 1.19% 5.35%(g) - ---------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% 137% 64% 64% - ---------------------------------------------------------------------------------------------------- Total return(h) 16.29% 6.73% 16.29% (.50%)(i) - ----------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from July 15, 2004 (inception date) to July 31, 2004. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class I would have been 0.70%, 0.72% and 1.27% for the periods ended July 31, 2007, 2006 and 2004, respectively. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- 46 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT CLASS R2
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $7.57 - ---------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .03(c) Net gains (losses) (both realized and unrealized) .20 - ---------------------------------------------------------------------- Total from investment operations .23 - ---------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) Distributions from realized gains (.51) - ---------------------------------------------------------------------- Total distributions (.59) - ---------------------------------------------------------------------- Net asset value, end of period $7.21 - ---------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ---------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) 1.48%(g) - ---------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .55%(g) - ---------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% - ---------------------------------------------------------------------- Total return(h) 3.31%(i) - ----------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratio of expenses for Class R2 would have been 1.49% for the period ended July 31, 2007. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 47 CLASS R3
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $7.57 - ---------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .04(c) Net gains (losses) (both realized and unrealized) .20 - ---------------------------------------------------------------------- Total from investment operations .24 - ---------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) Distributions from realized gains (.51) - ---------------------------------------------------------------------- Total distributions (.59) - ---------------------------------------------------------------------- Net asset value, end of period $7.22 - ---------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ---------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) 1.22%(g) - ---------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .81%(g) - ---------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% - ---------------------------------------------------------------------- Total return(h) 3.46%(i) - ----------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratio of expenses for Class R3 would have been 1.24% for the period ended July 31, 2007. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- 48 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT CLASS R4*
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003(B) Net asset value, beginning of period $6.76 $6.71 $5.95 $5.45 $5.00 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .09(c) .07 .05 .03 .01 Net gains (losses) (both realized and unrealized) .98 .36 .91 .61 .44 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 1.07 .43 .96 .64 .45 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.07) (.07) (.04) (.02) -- Distributions from realized gains (.51) (.31) (.16) (.12) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.58) (.38) (.20) (.14) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $7.25 $6.76 $6.71 $5.95 $5.45 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $158 $224 $-- $-- $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) .87% .84% 1.06% .98% 1.01%(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.29% 1.10% 1.03% .78% .90%(g) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% 137% 64% 64% 17% - ----------------------------------------------------------------------------------------------------------- Total return(h) 16.15% 6.48% 16.25% 11.87% 9.00%(i) - -----------------------------------------------------------------------------------------------------------
* Effective Dec. 11, 2006, Class Y was renamed Class R4. (a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from April 24, 2003 (when shares became publicly available) to July 31, 2003. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class R4 would have been 0.95%, 0.87%, 1.18%, 1.76% and 7.20% for the periods ended July 31, 2007, 2006, 2005, 2004 and 2003, respectively. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 49 CLASS R5
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $7.57 - ---------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .06(c) Net gains (losses) (both realized and unrealized) .20 - ---------------------------------------------------------------------- Total from investment operations .26 - ---------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) Distributions from realized gains (.51) - ---------------------------------------------------------------------- Total distributions (.59) - ---------------------------------------------------------------------- Net asset value, end of period $7.24 - ---------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ---------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) .74%(g) - ---------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.28%(g) - ---------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% - ---------------------------------------------------------------------- Total return(h) 3.76%(i) - ----------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratio of expenses for Class R5 would have been 0.75% for the period ended July 31, 2007. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- 50 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT CLASS W
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $7.46 - ---------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .03(c) Net gains (losses) (both realized and unrealized) .32 - ---------------------------------------------------------------------- Total from investment operations .35 - ---------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) Distributions from realized gains (.51) - ---------------------------------------------------------------------- Total distributions (.59) - ---------------------------------------------------------------------- Net asset value, end of period $7.22 - ---------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $745 - ---------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e),(f) 1.13%(g) - ---------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .59%(g) - ---------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 62% - ---------------------------------------------------------------------- Total return(h) 5.01%(i) - ----------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 1, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratio of expenses for Class W would have been 1.18% for the period ended July 31, 2007. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 51 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF RIVERSOURCE DISCIPLINED EQUITY FUND: We have audited the accompanying statement of assets and liabilities, including the schedule of investments in securities, of RiverSource Disciplined Equity Fund (the Fund), one of the portfolios constituting the RiverSource Large Cap Series, Inc., as of July 31, 2007, and the related statements of operations, changes in net assets, and financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The financial statements and financial highlights of the Fund for the periods presented through July 31, 2006, were audited by other auditors whose report dated September 20, 2006, expressed an unqualified opinion on those financial statements and financial highlights. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audit provides a reasonable basis for our opinion. - -------------------------------------------------------------------------------- 52 RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT In our opinion, the 2007 financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of RiverSource Disciplined Equity Fund of the RiverSource Large Cap Series, Inc. at July 31, 2007, the results of its operations, changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles. Ernst & Young LLP Minneapolis, Minnesota September 20, 2007 - -------------------------------------------------------------------------------- RIVERSOURCE DISCIPLINED EQUITY FUND -- 2007 ANNUAL REPORT 53 INVESTMENTS IN SECURITIES JULY 31, 2007 (Percentages represent value of investments compared to net assets)
COMMON STOCKS (97.4%) ISSUER SHARES VALUE(A) AEROSPACE & DEFENSE (2.4%) Boeing 517,321 $53,506,511 Honeywell Intl 269,205 15,481,980 Lockheed Martin 89,507 8,814,649 --------------- Total 77,803,140 - ----------------------------------------------------------------------------------- BEVERAGES (2.4%) Coca-Cola 347,444 18,105,307 PepsiCo 927,982 60,894,179 --------------- Total 78,999,486 - ----------------------------------------------------------------------------------- BIOTECHNOLOGY (4.6%) Amgen 718,446(b) 38,609,288 Biogen Idec 495,140(b) 27,995,216 Celgene 155,011(b) 9,387,466 Genentech 985,691(b) 73,315,696 --------------- Total 149,307,666 - ----------------------------------------------------------------------------------- CAPITAL MARKETS (2.3%) Blackstone Group LP 23,715(b) 569,397 Fortress Investment Group LLC Cl A 236,765(e) 4,491,432 Goldman Sachs Group 66,393 12,504,458 KKR Private Equity Investors LP Unit 2,440,935(g) 49,306,887 Oaktree Capital Group LLC Cl A Unit 230,000(b,d,g) 7,590,000 --------------- Total 74,462,174 - ----------------------------------------------------------------------------------- COMMUNICATIONS EQUIPMENT (10.3%) Alcatel-Lucent ADR 387,268(c) 4,492,309 Avaya 1,284,610(b) 21,247,449 Cisco Systems 3,296,939(b) 95,314,506 JDS Uniphase 1,359,682(b,e) 19,484,243 Nokia ADR 837,408(c) 23,983,365 QUALCOMM 3,139,483 130,759,468 Telefonaktiebolaget LM Ericsson ADR 745,871(c) 27,903,034 Tellabs 553,512(b) 6,282,361 --------------- Total 329,466,735 - -----------------------------------------------------------------------------------
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) COMPUTERS & PERIPHERALS (2.5%) Apple 362,850(b) $47,809,116 Brocade Communications Systems 127,906(b) 900,458 Dell 294,049(b) 8,224,551 Hewlett-Packard 535,073 24,629,410 --------------- Total 81,563,535 - ----------------------------------------------------------------------------------- CONSTRUCTION & ENGINEERING (0.2%) KBR 187,152(b) 6,005,708 - ----------------------------------------------------------------------------------- DIVERSIFIED TELECOMMUNICATION SERVICES (5.5%) AT&T 789,842 30,930,213 Chunghwa Telecom ADR 80,014(c) 1,326,632 COLT Telecom Group 816,308(b,c) 2,540,890 Deutsche Telekom 2,698,810(c) 46,379,814 Deutsche Telekom ADR 1,298,073(c) 22,300,894 Indosat 8,701,500(c) 6,842,286 Qwest Communications Intl 2,056,667(b) 17,543,370 Telefonica 931,652(c) 21,805,040 Telefonica ADR 147,367(c) 10,349,584 Telenor ADR 295,000(c) 16,301,346 --------------- Total 176,320,069 - ----------------------------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES (0.2%) Transocean 70,925(b) 7,620,891 - ----------------------------------------------------------------------------------- FOOD & STAPLES RETAILING (0.1%) CVS Caremark 92,812 3,266,054 - ----------------------------------------------------------------------------------- FOOD PRODUCTS (1.3%) Dean Foods 219,304 6,309,376 Kraft Foods Cl A 1,135,834 37,198,564 --------------- Total 43,507,940 - ----------------------------------------------------------------------------------- HEALTH CARE EQUIPMENT & SUPPLIES (2.9%) Boston Scientific 5,750,917(b) 75,624,559 Medtronic 330,666 16,754,846 --------------- Total 92,379,405 - -----------------------------------------------------------------------------------
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 16 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) HEALTH CARE PROVIDERS & SERVICES (3.5%) Cardinal Health 747,493 $49,132,715 McKesson 554,004 31,999,271 UnitedHealth Group 650,718 31,514,273 --------------- Total 112,646,259 - ----------------------------------------------------------------------------------- HOTELS, RESTAURANTS & LEISURE (--%) Pinnacle Entertainment 11,527(b) 305,581 - ----------------------------------------------------------------------------------- HOUSEHOLD DURABLES (4.2%) Harman Intl Inds 1,163,171 134,927,836 Tele Atlas 75,879(b,c) 2,180,219 --------------- Total 137,108,055 - ----------------------------------------------------------------------------------- HOUSEHOLD PRODUCTS (2.7%) Colgate-Palmolive 601,212 39,679,992 Procter & Gamble 783,578 48,472,135 --------------- Total 88,152,127 - ----------------------------------------------------------------------------------- INDUSTRIAL CONGLOMERATES (1.8%) General Electric 1,526,011 59,148,186 - ----------------------------------------------------------------------------------- INSURANCE (2.9%) ACE 245,058(c) 14,144,748 AFLAC 206,615 10,768,774 American Intl Group 696,550 44,704,578 Hartford Financial Services Group 40,168 3,690,234 Prudential Financial 212,839 18,863,921 --------------- Total 92,172,255 - ----------------------------------------------------------------------------------- INTERNET SOFTWARE & SERVICES (3.2%) eBay 948,762(b) 30,739,889 Google Cl A 98,197(b) 50,080,469 VeriSign 407,075(b) 12,086,057 Yahoo! 480,135(b) 11,163,139 --------------- Total 104,069,554 - ----------------------------------------------------------------------------------- IT SERVICES (0.1%) HCL Technologies 240,310(c) 1,862,640 - ----------------------------------------------------------------------------------- MACHINERY (0.3%) Flowserve 113,498 8,202,500 - ----------------------------------------------------------------------------------- MEDIA (11.3%) Charter Communications Cl A 2,717,734(b) 11,034,000 Comcast Cl A 726,932(b) 19,096,504 Idearc 18,849 654,249
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) MEDIA (CONT.) News Corp Cl A 754,236 $15,929,464 Time Warner Cable Cl A 93,358(b) 3,568,143 Virgin Media 10,774,573(h) 267,640,393 Vivendi 93,060(c) 3,953,080 WorldSpace Cl A 419,274(b,e) 2,046,057 XM Satellite Radio Holdings Cl A 3,376,167(b,h) 38,657,112 --------------- Total 362,579,002 - ----------------------------------------------------------------------------------- METALS & MINING (3.4%) Barrick Gold 109,574(c) 3,604,985 Coeur d'Alene Mines 5,707,601(b,e) 22,316,720 Lihir Gold 21,587,339(b,c) 56,268,218 Newmont Mining 606,738 25,331,312 Stillwater Mining 256,952(b) 2,338,263 --------------- Total 109,859,498 - ----------------------------------------------------------------------------------- OIL, GAS & CONSUMABLE FUELS (2.8%) Chevron 108,490 9,249,857 Exxon Mobil 689,505 58,697,562 Kinder Morgan Management LLC --(b) 19 Total 281,264(c) 22,151,245 --------------- Total 90,098,683 - ----------------------------------------------------------------------------------- PHARMACEUTICALS (9.0%) AstraZeneca 1,158,953(c) 59,897,687 Bristol-Myers Squibb 621,282 17,650,622 Eli Lilly & Co 355,995 19,255,770 Johnson & Johnson 347,470 21,021,935 Merck & Co 1,550,309 76,972,841 Pfizer 2,152,041 50,594,484 Schering-Plough 799,724 22,824,123 Wyeth 449,988 21,833,418 --------------- Total 290,050,880 - ----------------------------------------------------------------------------------- ROAD & RAIL (0.9%) Hertz Global Holdings 1,344,437(b) 30,101,944 - ----------------------------------------------------------------------------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT (3.1%) Atmel 3,750,256(b) 20,213,880 Intel 1,881,906 44,450,619 LSI 1,301,808(b) 9,373,018 Spansion Cl A 2,441,983(b) 25,909,440 United Microelectronics ADR 232,402(c) 750,658 --------------- Total 100,697,615 - -----------------------------------------------------------------------------------
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 17
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) SOFTWARE (1.9%) Microsoft 2,155,236 $62,480,292 - ----------------------------------------------------------------------------------- SPECIALTY RETAIL (0.3%) Office Depot 46,627(b) 1,163,810 TJX Companies 327,663 9,092,648 --------------- Total 10,256,458 - ----------------------------------------------------------------------------------- THRIFTS & MORTGAGE FINANCE (0.2%) Countrywide Financial 229,462 6,463,945 - ----------------------------------------------------------------------------------- TOBACCO (1.9%) Altria Group 939,104 62,422,243 - ----------------------------------------------------------------------------------- WIRELESS TELECOMMUNICATION SERVICES (9.1%) ALLTEL 358,358 23,633,710 America Movil ADR Series L 126,236(c) 7,559,012 Hutchison Telecommunications Intl 18,581,402(c) 23,268,898 Millicom Intl Cellular 170,734(b,c) 13,709,940 Orascom Telecom Holding GDR 125,593(c,e) 8,439,850 Sprint Nextel 2,670,852 54,832,592 Vivo Participacoes ADR 1,389,500(c) 6,238,855 Vodafone Group 43,513,834(c) 130,809,030 Vodafone Group ADR 823,585(c) 24,995,805 --------------- Total 293,487,692 - ----------------------------------------------------------------------------------- TOTAL COMMON STOCKS (Cost: $2,963,166,182) $3,142,868,212 - -----------------------------------------------------------------------------------
OPTIONS PURCHASED (0.4%) EXERCISE EXPIRATION ISSUER CONTRACTS PRICE DATE VALUE(A) CALLS QUALCOMM 1,163 $50.00 Jan. 2008 $174,450 Virgin Media 11,090 30.00 Jan. 2008 831,750 Virgin Media 11,090 27.50 Jan. 2008 1,608,050 - -------------------------------------------------------------------------------------------------------------------------- PUTS XM Satellite Radio Holdings Cl A 25,224 15.00 Jan. 2008 10,089,600 - -------------------------------------------------------------------------------------------------------------------------- TOTAL OPTIONS PURCHASED (Cost: $11,652,813) $12,703,850 - --------------------------------------------------------------------------------------------------------------------------
MONEY MARKET FUND (2.4%) SHARES VALUE(A) RiverSource Short-Term Cash Fund 75,870,781(i) $75,870,781 - ----------------------------------------------------------------------------------- TOTAL MONEY MARKET FUND (Cost: $75,870,781) $75,870,781 - ----------------------------------------------------------------------------------- TOTAL INVESTMENTS IN SECURITIES (Cost: $3,050,689,776)(j) $3,231,442,843 ===================================================================================
NOTES TO INVESTMENTS IN SECURITIES (a) Securities are valued by procedures described in Note 1 to the financial statements. (b) Non-income producing. (c) Foreign security values are stated in U.S. dollars. At July 31, 2007, the value of foreign securities represented 17.5% of net assets. (d) Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. This security has been determined to be liquid under guidelines established by the Fund's Board of Directors. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At July 31, 2007, the value of these securities amounted to $7,590,000 or 0.2% of net assets. (e) At July 31, 2007, security was partially or fully on loan. See Note 6 to the financial statements. (f) Cash collateral received from security lending activity is invested in an affiliated money market fund and represents 1.2% of net assets. See Note 6 to the financial statements. Cash collateral received for open options contracts is invested in an affiliated money market fund and represents 0.2% of net assets. See Note 1 to the financial statements. 1.0% of net assets is the Fund's cash equivalent position. - -------------------------------------------------------------------------------- 18 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT NOTES TO INVESTMENTS IN SECURITIES (CONTINUED) (g) Identifies issues considered to be illiquid as to their marketability (see Note 1 to the financial statements). These securities may be valued at fair value according to procedures approved, in good faith, by the Fund's Board of Directors. Information concerning such security holdings at July 31, 2007, is as follows:
ACQUISITION SECURITY DATES COST - ---------------------------------------------------------------------------------- KKR Private Equity Investors LP Unit 05-01-06 thru 07-24-07 $53,952,761 Oaktree Capital Group LLC Cl A Unit* 05-21-07 thru 07-20-07 9,765,100
* Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. (h) At July 31, 2007, securities valued at $85,310,520 were held to cover open call options written as follows (see Note 7 to the financial statements):
EXERCISE EXPIRATION ISSUER CONTRACTS PRICE DATE VALUE(A) - ---------------------------------------------------------------------------------------- Virgin Media 11,090 $30.00 Jan. 2008 $831,750 XM Satellite Radio Holdings Cl A 25,224 20.00 Jan. 2008 504,480 - ---------------------------------------------------------------------------------------- Total value $1,336,230 - ----------------------------------------------------------------------------------------
At July 31, 2007, cash or short-term securities were designated to cover open put options written as follows (see Note 7 to the financial statements):
EXERCISE EXPIRATION ISSUER CONTRACTS PRICE DATE VALUE(A) - ---------------------------------------------------------------------------------------- XM Satellite Radio Holdings Cl A 25,224 $12.50 Jan. 2008 $5,549,280
(i) Affiliated Money Market Fund -- See Note 8 to the financial statements. (j) At July 31, 2007, the cost of securities for federal income tax purposes was $3,081,131,055 and the aggregate gross unrealized appreciation and depreciation based on that cost was: Unrealized appreciation $251,190,208 Unrealized depreciation (100,878,420) - ------------------------------------------------------------------------------ Net unrealized appreciation $150,311,788 - ------------------------------------------------------------------------------
The Global Industry Classification Standard (GICS) was developed by and is the exclusive property of Morgan Stanley Capital International Inc. and Standard & Poor's, a division of The McGraw-Hill Companies, Inc. HOW TO FIND INFORMATION ABOUT THE FUND'S PORTFOLIO HOLDINGS (i) The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q; (ii) The Fund's Forms N-Q are available on the Commission's website at http://www.sec.gov; (iii)The Fund's Forms N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 1-800-SEC-0330); and (iv) The Fund's complete schedule of portfolio holdings, as disclosed in its annual and semiannual shareholder reports and in its filings on Form N-Q, can be found at riversource.com/funds. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 19 FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES JULY 31, 2007 ASSETS Investments in securities, at value (Note 1) Unaffiliated issuers* (identified cost $2,974,818,995) $3,155,572,062 Affiliated money market fund (identified cost $75,870,781) (Note 8) 75,870,781 - ------------------------------------------------------------------------------ Total investments in securities (identified cost $3,050,689,776) 3,231,442,843 Cash in bank on demand deposit 100,297 Foreign currency holdings (identified cost $279,190) (Note 1) 276,065 Capital shares receivable 1,451,776 Dividends and accrued interest receivable 5,952,417 Receivable for investment securities sold 65,440,809 Unrealized appreciation on forward foreign currency contracts held, at value (Note 5) 1,626,082 - ------------------------------------------------------------------------------ Total assets 3,306,290,289 - ------------------------------------------------------------------------------ LIABILITIES Capital shares payable 2,444,581 Payable for investment securities purchased 26,710,978 Payable upon return of securities loaned (Note 6) 37,808,900 Payable for cash collateral held on open options contracts (Note 1) 5,317,020 Accrued investment management services fee 51,157 Accrued distribution fee 27,444 Accrued transfer agency fee 1,509 Accrued administrative services fee 4,612 Accrued plan administration services fee 1,011 Other accrued expenses 286,378 Options contracts written, at value (premiums received $8,319,762) (Note 7) 6,885,510 - ------------------------------------------------------------------------------ Total liabilities 79,539,100 - ------------------------------------------------------------------------------ Net assets applicable to outstanding capital stock $3,226,751,189 ==============================================================================
- -------------------------------------------------------------------------------- 20 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT STATEMENT OF ASSETS AND LIABILITIES (CONTINUED) JULY 31, 2007 REPRESENTED BY Capital stock -- $.01 par value (Note 1) $ 994,514 Additional paid-in capital 3,334,999,400 Undistributed net investment income 21,380,472 Accumulated net realized gain (loss) (Note 10) (314,505,270) Unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies (Note 5) 183,882,073 - ------------------------------------------------------------------------------ Total -- representing net assets applicable to outstanding capital stock $3,226,751,189 ==============================================================================
Net assets applicable to outstanding shares: Class A $2,392,774,288 Class B $ 369,487,313 Class C $ 20,332,352 Class I $ 298,304,650 Class R2 $ 5,135 Class R3 $ 5,143 Class R4 $ 145,831,935 Class R5 $ 5,159 Class W $ 5,214 Net asset value per share of outstanding capital stock: Class A shares(1) 73,100,079 $ 32.73 Class B shares 12,401,019 $ 29.79 Class C shares 682,923 $ 29.77 Class I shares 8,893,003 $ 33.54 Class R2 shares 155 $ 33.13 Class R3 shares 155 $ 33.18 Class R4 shares 4,373,779 $ 33.34 Class R5 shares 155 $ 33.28 Class W shares 157 $ 33.21 - ------------------------------------------------------------------------------------------- * Including securities on loan, at value (Note 6) $ 33,616,930 - -------------------------------------------------------------------------------------------
(1) The maximum offering price per share for Class A is $34.73. The offering price is calculated by dividing the net asset value by 1.0 minus the maximum sales charge of 5.75%. See accompanying notes to financial statements. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 21 STATEMENT OF OPERATIONS YEAR ENDED JULY 31, 2007 INVESTMENT INCOME Income: Dividends $ 59,682,896 Interest 1,270,908 Income distributions from affiliated money market fund (Note 8) 5,549,293 Fee income from securities lending (Note 6) 524,804 Less foreign taxes withheld (1,474,003) - -------------------------------------------------------------------------- Total income 65,553,898 - -------------------------------------------------------------------------- Expenses (Note 2): Investment management services fee 22,705,786 Distribution fee Class A 6,060,271 Class B 4,642,489 Class C 201,604 Class R2 16 Class R3 8 Class W 9 Transfer agency fee Class A 4,761,442 Class B 999,373 Class C 41,758 Class R2 2 Class R3 2 Class R4 221,474 Class R5 2 Class W 7 Service fee -- Class R4 93,050 Administrative services fees and expenses 1,763,087 Plan administration services fee Class R2 8 Class R3 8 Class R4 311,647 Compensation of board members 62,840 Custodian fees 303,550 Printing and postage 482,500 Registration fees 133,300 Professional fees 95,538 Other 147,342 - -------------------------------------------------------------------------- Total expenses 43,027,113 Earnings and bank fee credits on cash balances (Note 2) (270,712) - -------------------------------------------------------------------------- Total net expenses 42,756,401 - -------------------------------------------------------------------------- Investment income (loss) -- net 22,797,497 - --------------------------------------------------------------------------
- -------------------------------------------------------------------------------- 22 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT STATEMENT OF OPERATIONS (CONTINUED) YEAR ENDED JULY 31, 2007 REALIZED AND UNREALIZED GAIN (LOSS) -- NET Net realized gain (loss) on: Security transactions (Note 3) $247,504,400 Foreign currency transactions 31,204 Options contracts written (Note 7) (2,403,085) - -------------------------------------------------------------------------- Net realized gain (loss) on investments 245,132,519 Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies 227,422,901 - -------------------------------------------------------------------------- Net gain (loss) on investments and foreign currencies 472,555,420 - -------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $495,352,917 ==========================================================================
See accompanying notes to financial statements. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 23 STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED JULY 31, 2007 2006 OPERATIONS AND DISTRIBUTIONS Investment income (loss) -- net $ 22,797,497 $ 21,536,361 Net realized gain (loss) on investments 245,132,519 378,492,867 Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies 227,422,901 (369,575,760) - --------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 495,352,917 30,453,468 - --------------------------------------------------------------------------------------- Distributions to shareholders from: Net investment income Class A (17,087,134) (766,414) Class C (21,069) -- Class I (3,983,286) (240,149) Class R2 (55) N/A Class R3 (55) N/A Class R4 (1,999,289) (164,443) Class R5 (56) N/A Class W (55) N/A - --------------------------------------------------------------------------------------- Total distributions (23,090,999) (1,171,006) - --------------------------------------------------------------------------------------- CAPITAL SHARE TRANSACTIONS (NOTE 4) Proceeds from sales Class A shares (Note 2) 279,305,597 723,627,727 Class B shares 40,223,465 155,729,842 Class C shares 3,730,834 8,410,448 Class I shares 102,896,983 109,795,697 Class R2 shares 5,000 N/A Class R3 shares 5,000 N/A Class R4 shares 28,815,906 54,128,249 Class R5 shares 5,000 N/A Class W shares 5,000 N/A Reinvestment of distributions at net asset value Class A shares 16,669,054 748,320 Class C shares 20,543 -- Class I shares 3,983,218 240,142 Class R4 shares 1,999,289 164,443
- -------------------------------------------------------------------------------- 24 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
YEAR ENDED JULY 31, 2007 2006 Payments for redemptions Class A shares (574,909,608) (500,308,297) Class B shares (Note 2) (201,026,288) (269,341,808) Class C shares (Note 2) (4,753,464) (4,706,122) Class I shares (110,663,694) (3,449,675) Class R2 shares -- N/A Class R3 shares -- N/A Class R4 shares (184,854,678) (96,349,570) Class R5 shares -- N/A Class W shares -- N/A - --------------------------------------------------------------------------------------- Increase (decrease) in net assets from capital share transactions (598,542,843) 178,689,396 - --------------------------------------------------------------------------------------- Total increase (decrease) in net assets (126,280,925) 207,971,858 Net assets at beginning of year 3,353,032,114 3,145,060,256 - --------------------------------------------------------------------------------------- Net assets at end of year $3,226,751,189 $3,353,032,114 ======================================================================================= Undistributed net investment income $ 21,380,472 $ 21,642,770 - ---------------------------------------------------------------------------------------
See accompanying notes to financial statements. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 25 NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Fund is a series of RiverSource Large Cap Series, Inc. and is registered under the Investment Company Act of 1940 (as amended) as a diversified, open-end management investment company. RiverSource Large Cap Series, Inc. has 10 billion authorized shares of capital stock that can be allocated among the separate series as designated by the Board. The Fund invests primarily in common stocks of U.S. and foreign companies that appear to offer growth opportunities. The Fund offers Class A, Class B, Class C, Class I and Class R4 shares. - - Class A shares are sold with a front-end sales charge. - - Class B shares may be subject to a contingent deferred sales charge (CDSC) and automatically convert to Class A shares during the ninth year of ownership. - - Class C shares may be subject to a CDSC. - - Class I and Class R4 shares have no sales charge and are offered only to qualifying institutional investors. Effective Dec. 11, 2006, the Board approved renaming Class Y as Class R4, terminating the shareholder servicing agreement, revising the fee structure under the transfer agent agreement from account-based to asset-based, and adopting a plan administration services agreement. At July 31, 2007, Ameriprise Financial, Inc. (Ameriprise Financial), the parent company of RiverSource Investments, LLC (the Investment Manager) and the affiliated funds-of-funds owned 100% of Class I shares. Effective Dec. 11, 2006, the Fund offers additional classes of shares, Class R2, Class R3 and Class R5, to certain institutional investors. These shares are sold without a front-end sales charge or CDSC. At July 31, 2007, Ameriprise Financial owned 100% of Class R2, Class R3 and Class R5 shares. Effective Dec. 1, 2006, the Fund offers an additional class of shares, Class W, through qualifying discretionary accounts. Class W shares are sold without a front-end sales charge or CDSC. At July 31, 2007, Ameriprise Financial owned 100% of Class W shares. All classes of shares have identical voting, dividend and liquidation rights. Class specific expenses (e.g., distribution and service fees, transfer agency fees, plan administration fees) differ among classes. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses on investments are allocated to each class of shares based upon its relative net assets. - -------------------------------------------------------------------------------- 26 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT The Fund's significant accounting policies are summarized below: USE OF ESTIMATES Preparing financial statements that conform to U.S. generally accepted accounting principles requires management to make estimates (e.g., on assets, liabilities and contingent assets and liabilities) that could differ from actual results. VALUATION OF SECURITIES All securities are valued at the close of each business day. Securities traded on national securities exchanges or included in national market systems are valued at the last quoted sales price. Debt securities are generally traded in the over-the-counter market and are valued at a price that reflects fair value as quoted by dealers in these securities or by an independent pricing service. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. The procedures adopted by the Board of Directors of the funds generally contemplate the use of fair valuation in the event that price quotations or valuations are not readily available, price quotations or valuations from other sources are not reflective of market value and thus deemed unreliable, or a significant event has occurred in relation to a security or class of securities (such as foreign equities) that is not reflected in price quotations or valuations from other sources. A fair value price is a good faith estimate of the value of a security at a given point in time. Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore the closing prices for securities in such markets or on such exchanges may not fully reflect events that occur after such close but before the close of the New York Stock Exchange, including significant movements in the U.S. market after foreign exchanges have closed. Accordingly, in those situations, Ameriprise Financial will fair value foreign equity securities pursuant to procedures adopted by the Board of Directors of the funds, including utilizing a third party pricing service to determine these fair values. These procedures take into account multiple factors, including movements in the U.S. securities markets, to determine a good faith estimate that reasonably reflects the current market conditions as of the close of the New York Stock Exchange. Swap transactions are valued through an authorized pricing service, broker, or an internal model. Short-term securities maturing in more than 60 days from the valuation date are valued at the market price or approximate market value based on current interest rates; those maturing in 60 days or less are valued at amortized cost. ILLIQUID SECURITIES At July 31, 2007, investments in securities included issues that are illiquid which, the Fund currently limits to 15% of net assets, at market value, at the time of purchase. Prior to July 12, 2007, the Fund limited the percent held in securities and other instruments that were illiquid to 10% of the Fund's net assets. The aggregate value of such securities as of July 31, 2007 was $56,896,887 representing 1.8% of net assets. These securities may be valued at fair value - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 27 according to procedures approved, in good faith, by the Board. According to board guidelines, certain unregistered securities are determined to be liquid and are not included within the 15% limitation specified above. Assets are liquid if they can be sold or disposed of in the ordinary course of business within seven days at approximately the value which the asset is valued by the Fund. OPTION TRANSACTIONS To produce incremental earnings, protect gains and facilitate buying and selling of securities for investments, the Fund may buy and write options traded on any U.S. or foreign exchange or in the over-the-counter market where completing the obligation depends upon the credit standing of the other party. Cash collateral may be collected by the Fund to secure certain over-the-counter options trades. Cash collateral held by the Fund for such option trades must be returned to the counterparty upon closure, exercise or expiration of the contract. The Fund also may buy and sell put and call options and write covered call options on portfolio securities as well as write cash-secured put options. The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk of being unable to enter into a closing transaction if a liquid secondary market does not exist. Option contracts are valued daily at the closing prices on their primary exchanges and unrealized appreciation or depreciation is recorded. The Fund will realize a gain or loss when the option transaction expires or closes. When an option is exercised, the proceeds on sales for a written call option, the purchase cost for a written put option or the cost of a security for a purchased put or call option is adjusted by the amount of premium received or paid. FUTURES TRANSACTIONS To gain exposure to or protect itself from market changes, the Fund may buy and sell financial futures contracts traded on any U.S. or foreign exchange. The Fund also may buy and write put and call options on these futures contracts. Risks of entering into futures contracts and related options include the possibility of an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities. Futures are valued daily based upon the last sale price at the close of market on the principal exchange on which they are traded. Upon entering into a futures contract, the Fund is required to deposit either cash or securities in an amount (initial margin) equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Fund each day. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses. The Fund recognizes a realized gain or - -------------------------------------------------------------------------------- 28 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT loss when the contract is closed or expires. At July 31, 2007, the Fund had no outstanding futures contracts. FOREIGN CURRENCY TRANSLATIONS AND FORWARD FOREIGN CURRENCY CONTRACTS Securities and other assets and liabilities denominated in foreign currencies are translated daily into U.S. dollars. Foreign currency amounts related to the purchase or sale of securities and income and expenses are translated at the exchange rate on the transaction date. The effect of changes in foreign exchange rates on realized and unrealized security gains or losses is reflected as a component of such gains or losses. In the statement of operations, net realized gains or losses from foreign currency transactions, if any, may arise from sales of foreign currency, closed forward contracts, exchange gains or losses realized between the trade date and settlement date on securities transactions, and other translation gains or losses on dividends, interest income and foreign withholding taxes. At July 31, 2007, foreign currency holdings consisted of multiple denominations, primarily Malaysian Ringgits and Indonesian Rupiahs. The Fund may enter into forward foreign currency exchange contracts for operational purposes and to protect against adverse exchange rate fluctuation. The net U.S. dollar value of foreign currency underlying all contractual commitments held by the Fund and the resulting unrealized appreciation or depreciation are determined using foreign currency exchange rates from an independent pricing service. The Fund is subject to the credit risk that the other party will not complete its contract obligations. GUARANTEES AND INDEMNIFICATIONS Under the Fund's organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, certain of the Fund's contracts with its service providers contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown since the amount of any future claims that may be made against the Fund cannot be determined and the Fund has no historical basis for predicting the likelihood of any such claims. FEDERAL TAXES The Fund's policy is to comply with Subchapter M of the Internal Revenue Code that applies to regulated investment companies and to distribute substantially all of its taxable income to the shareholders. No provision for income or excise taxes is thus required. Net investment income (loss) and net realized gains (losses) may differ for financial statement and tax purposes primarily because of deferred losses on certain futures contracts and losses deferred due to "wash sale" transactions. The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 29 which amounts are distributed may differ from the year that the income or realized gains (losses) were recorded by the Fund. On the statement of assets and liabilities, as a result of permanent book-to-tax differences, undistributed net investment income has been increased by $31,204 and accumulated net realized loss has been increased by $31,204. The tax character of distributions paid for the years indicated is as follows:
YEAR ENDED JULY 31, 2007 2006 - ---------------------------------------------------------------------------- CLASS A Distributions paid from: Ordinary income............................ $17,087,134 $766,414 Long-term capital gain..................... -- -- CLASS B Distributions paid from: Ordinary income............................ -- -- Long-term capital gain..................... -- -- CLASS C Distributions paid from: Ordinary income............................ 21,069 -- Long-term capital gain..................... -- -- CLASS I Distributions paid from: Ordinary income............................ 3,983,286 240,149 Long-term capital gain..................... -- -- CLASS R2(A) Distributions paid from: Ordinary income............................ 55 N/A Long-term capital gain..................... -- N/A CLASS R3(A) Distributions paid from: Ordinary income............................ 55 N/A Long-term capital gain..................... -- N/A CLASS R4(B) Distributions paid from: Ordinary income............................ 1,999,289 164,443 Long-term capital gain..................... -- -- CLASS R5(A) Distributions paid from: Ordinary income............................ 56 N/A Long-term capital gain..................... -- N/A
- -------------------------------------------------------------------------------- 30 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT
YEAR ENDED JULY 31, 2007 2006 - ---------------------------------------------------------------------------- CLASS W(C) Distributions paid from: Ordinary income............................ $ 55 N/A Long-term capital gain..................... -- N/A
(a) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (b) Effective Dec. 11, 2006, Class Y was renamed Class R4. (c) For the period from Dec. 1, 2006 (inception date) to July 31, 2007. At July 31, 2007, the components of distributable earnings on a tax basis are as follows: Undistributed ordinary income............................ $ 23,220,406 Undistributed accumulated long-term gain................. $ -- Accumulated realized loss................................ $(284,278,656) Unrealized appreciation (depreciation)................... $ 151,815,525
RECENT ACCOUNTING PRONOUNCEMENTS On Sept. 20, 2006, the Financial Accounting Standards Board (FASB) released Statement of Financial Accounting Standards No. 157 "Fair Value Measurements" (SFAS 157). SFAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of SFAS 157 is required for fiscal years beginning after Nov. 15, 2007 and interim periods within those fiscal years. The impact of SFAS 157 on the Fund's financial statements is being evaluated. In June 2006, the FASB issued FASB Interpretation 48 (FIN 48), "Accounting for Uncertainty in Income Taxes." FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement 109, "Accounting for Income Taxes." FIN 48 prescribes a two-step process to recognize and measure a tax position taken or expected to be taken in a tax return. The first step is to determine whether a tax position has met the more-likely-than-not recognition threshold and the second step is to measure a tax position that meets the threshold to determine the amount of benefit to recognize. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after Dec. 15, 2006. Tax positions of the Fund are being evaluated to determine the impact, if any, to the Fund. The adoption of FIN 48 is not anticipated to have a material impact on the Fund. DIVIDENDS TO SHAREHOLDERS An annual dividend from net investment income, declared and paid at the end of the calendar year, when available, is reinvested in additional shares of the Fund at net asset value or payable in cash. Capital gains, when available, are distributed along with the income dividend. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 31 OTHER Security transactions are accounted for on the date securities are purchased or sold. Interest income, including amortization of premium, market discount and original issue discount using the effective interest method, is accrued daily. 2. EXPENSES AND SALES CHARGES Under an Investment Management Services Agreement, the Investment Manager determines which securities will be purchased, held or sold. The management fee is a percentage of the Fund's average daily net assets that declines from 0.60% to 0.375% annually as the Fund's assets increase. The fee may be adjusted upward or downward by a performance incentive adjustment based on a comparison of the performance of Class A shares of the Fund to the Lipper Large-Cap Growth Funds Index. In certain circumstances, the Board may approve a change in the index. The maximum adjustment is 0.12% per year. If the performance difference is less than 0.50%, the adjustment will be zero. The adjustment increased the fee by $2,987,141 for the year ended July 31, 2007. The management fee for the year ended July 31, 2007, was 0.66% of the Fund's average daily net assets, including an adjustment under the terms of the performance incentive agreement. Under an Administrative Services Agreement, the Fund pays Ameriprise Financial a fee for administration and accounting services at a percentage of the Fund's average daily net assets that declines from 0.06% to 0.03% annually as the Fund's assets increase. Other expenses in the amount of $32,815 are for, among other things, certain expenses of the Fund or the Board including: Fund boardroom and office expense, employee compensation, employee health and retirement benefits, and certain other expenses. Payment of these Fund and Board expenses is facilitated by a company providing limited administrative services to the Fund and the Board. Compensation of Board members includes, for a former Board Chair, compensation as well as retirement benefits. Certain other aspects of a Board Chair's compensation, including health benefits and payment of certain other expenses, are included under other expenses. Under a Deferred Compensation Plan (the Plan), non-interested board members may defer receipt of their compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of the Fund or other RiverSource funds. The Fund's liability for these amounts is adjusted for market value changes and remains in the Fund until distributed in accordance with the Plan. Professional fees include fees paid by the Fund for legal services and independent registered public accounting firm services. - -------------------------------------------------------------------------------- 32 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT Under a Transfer Agency Agreement, RiverSource Service Corporation (the Transfer Agent) maintains shareholder accounts and records. The Fund pays the Transfer Agent an annual fee per shareholder account for this service as follows: - - Class A $19.50 - - Class B $20.50 - - Class C $20.00 Effective Dec. 11, 2006, as part of the Board's approval to rename Class Y as Class R4, the fee structure under the Transfer Agency Agreement was revised from an account-based fee for Class Y to an asset-based fee for Class R4. The Fund pays the Transfer Agent an annual asset-based fee at a rate of 0.05% of the Fund's average daily net asset attributable to Class R4 shares. Prior to Dec. 11, 2006, the Fund paid the Transfer Agent an annual account-based fee of $17.50 per shareholder account. In addition, the Fund pays the Transfer Agent an annual asset-based fee at a rate of 0.05% of the Fund's average daily net assets attributable to Class R2, Class R3 and Class R5 shares and an annual asset-based fee at a rate of 0.20% of the Fund's average daily net assets attributable to Class W shares. Prior to Dec. 11, 2006, Class I paid a transfer agency fee at an annual rate per shareholder account of $1. Effective Dec. 11, 2006, this fee was eliminated. The Transfer Agent charges an annual fee of $5 per inactive account, charged on a pro rata basis for 12 months from the date the account becomes inactive. These fees are included in the transfer agency fees on the statement of operations. The Fund has agreements with Ameriprise Financial Services, Inc. and RiverSource Distributors, Inc. (collectively, the Distributor) for distribution and shareholder services. Under a Plan and Agreement of Distribution pursuant to Rule 12b-1, the Fund pays a fee at an annual rate of up to 0.25% of the Fund's average daily net assets attributable to Class A, Class R3 and Class W shares, a fee at an annual rate of up to 0.50% of the Fund's average daily net assets attributable to Class R2 shares and a fee at an annual rate of up to 1.00% of the Fund's average daily net assets attributable to Class B and Class C shares. Effective Dec. 11, 2006, a Plan Administration Services Agreement was adopted for the restructured Class R4 and the introduction of Class R2 and Class R3. The fee is calculated at a rate of 0.25% of the Fund's average daily net assets attributable to Class R2, Class R3 and Class R4 shares. Prior to Dec. 11, 2006, under a Shareholder Service Agreement, the Fund paid the Distributor a fee for service provided to shareholders by the Distributor and other servicing agents with respect to Class Y shares. The fee was calculated at a rate of 0.10% of the Fund's average daily net assets attributable to Class Y shares. Effective Dec. 11, 2006, this agreement was terminated. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 33 Sales charges received by the Distributor for distributing Fund shares were $2,629,101 for Class A, $396,657 for Class B and $2,421 for Class C for the year ended July 31, 2007. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the funds in which it invests (also referred to as "acquired funds"), including affiliated and non- affiliated pooled investment vehicles (including mutual funds and exchange traded funds). Because the acquired funds have varied expense and fee levels and the Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Effective Dec. 11, 2006, with the renaming of Class Y as Class R4, the Investment Manager and its affiliates have contractually agreed to waive certain fees and expenses until July 31, 2008, unless sooner terminated at the discretion of the Board, such that net expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment, will not exceed 0.97% for Class R4. During the year ended July 31, 2007, the Fund's custodian and transfer agency fees were reduced by $270,712 as a result of earnings and bank fee credits from overnight cash balances. The Fund also pays custodian fees to Ameriprise Trust Company, an affiliate of Ameriprise Financial. 3. SECURITIES TRANSACTIONS Cost of purchases and proceeds from sales of securities (other than short-term obligations) aggregated $3,263,138,796 and $3,915,171,059, respectively, for the year ended July 31, 2007. Realized gains and losses are determined on an identified cost basis. - -------------------------------------------------------------------------------- 34 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 4. CAPITAL SHARE TRANSACTIONS Transactions in shares of capital stock for the years indicated are as follows:
YEAR ENDED JULY 31, 2007 ISSUED FOR REINVESTED NET SOLD DISTRIBUTIONS REDEEMED INCREASE (DECREASE) - -------------------------------------------------------------------------------------------- Class A 8,592,129 525,999 (18,184,913) (9,066,785) Class B 1,395,545 -- (6,731,640) (5,336,095) Class C 129,341 709 (165,607) (35,557) Class I 3,255,973 123,015 (3,216,500) 162,488 Class R2(a) 155 -- -- 155 Class R3(a) 155 -- -- 155 Class R4(b) 887,179 62,013 (5,678,782) (4,729,590) Class R5(a) 155 -- -- 155 Class W(c) 157 -- -- 157 - --------------------------------------------------------------------------------------------
YEAR ENDED JULY 31, 2006 ISSUED FOR REINVESTED NET SOLD DISTRIBUTIONS REDEEMED INCREASE (DECREASE) - -------------------------------------------------------------------------------------------- Class A 25,321,178 25,727 (17,311,509) 8,035,396 Class B 5,918,299 -- (10,403,829) (4,485,530) Class C 320,095 -- (178,061) 142,034 Class I 3,763,917 8,083 (113,992) 3,658,008 Class R4(b) 1,827,502 5,559 (3,287,393) (1,454,332) - --------------------------------------------------------------------------------------------
(a) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (b) Effective Dec. 11, 2006, Class Y was renamed Class R4. (c) For the period from Dec. 1, 2006 (inception date) to July 31, 2007. 5. FORWARD FOREIGN CURRENCY CONTRACTS At July 31, 2007, the Fund had forward foreign currency exchange contracts that obligate it to deliver currencies at specified future dates. The unrealized appreciation on these contracts is included in the accompanying financial - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 35 statements. See "Summary of significant accounting policies." The terms of the open contracts are as follows:
CURRENCY TO CURRENCY TO UNREALIZED UNREALIZED EXCHANGE DATE BE DELIVERED BE RECEIVED APPRECIATION DEPRECIATION - ------------------------------------------------------------------------------------------------- Aug. 2, 2007 6,981,334 9,552,887 $ 813 $-- European Monetary Unit U.S. Dollar Aug. 17, 2007 50,696,127 103,626,432 677,588 -- British Pound U.S. Dollar Aug. 17, 2007 57,500,000 117,557,025 791,526 -- British Pound U.S. Dollar Aug. 30, 2007 35,500,000 48,698,084 72,556 -- European Monetary Unit U.S. Dollar Aug. 30, 2007 36,083,023 49,507,712 83,599 -- European Monetary Unit U.S. Dollar - ------------------------------------------------------------------------------------------------- Total $1,626,082 $-- - -------------------------------------------------------------------------------------------------
6. LENDING OF PORTFOLIO SECURITIES In order to generate additional income, the Fund may lend securities representing up to one-third of the value of its total assets (which includes collateral for securities on loan) to broker-dealers, banks, or other institutional borrowers of securities. The Fund receives collateral in the form of cash and U.S. government securities, equal to at least 100% of the value of securities loaned, which is marked to the market value of the loaned securities daily until the securities are returned, e.g., if the value of the securities on loan increases, additional cash collateral is provided by the borrower. The Investment Manager serves as securities lending agent for the Fund under the investment management services agreement pursuant to which the Fund has agreed to reimburse the Investment Manager for expenses incurred by it in connection with the lending program, and pursuant to guidelines adopted by and under the oversight of the Board. At July 31, 2007, securities valued at $33,616,930 were on loan to brokers. For collateral, the Fund received $37,808,900 in cash. Cash collateral received is invested in an affiliated money market fund and short-term securities, including U.S. government securities or other high-grade debt obligations, which are included in the "Investments in securities." Income from securities lending amounted to $524,804 for the year ended July 31, 2007. Expenses paid to the Investment Manager were $7,621 for the year ended July 31, 2007, which are included in other expenses on the statement of operations. The risks to the Fund of securities lending are that the borrower may not provide additional collateral when required or return the securities when due. - -------------------------------------------------------------------------------- 36 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 7. OPTIONS CONTRACTS WRITTEN Contracts and premiums associated with options contracts written are as follows:
CALLS PUTS CONTRACTS PREMIUMS CONTRACTS PREMIUMS - ---------------------------------------------------------------------------------- Balance July 31, 2006 2,515 $ 5,531,700 -- $ -- Opened 91,990 10,349,937 42,040 5,339,080 Closed (24,901) (8,220,882) (16,816) (2,135,632) Expired (33,290) (2,544,441) -- -- - ---------------------------------------------------------------------------------- Balance July 31, 2007 36,314 $ 5,116,314 25,224 $ 3,203,448 - ----------------------------------------------------------------------------------
See "Summary of significant accounting policies." 8. AFFILIATED MONEY MARKET FUND The Fund may invest its daily cash balance in RiverSource Short-Term Cash Fund, a money market fund established for the exclusive use of the RiverSource funds and other institutional clients of RiverSource Investments. Cost of purchases and proceeds from sales aggregated $1,512,404,501 and $1,436,533,720, respectively, for the year ended July 31, 2007. 9. BANK BORROWINGS The Fund has a revolving credit agreement with a syndicate of banks headed by JPMorgan Chase Bank, N.A. (JPMCB), whereby the Fund may borrow for the temporary funding of shareholder redemptions or for other temporary or emergency purposes. The agreement went into effect Sept. 19, 2006. The Fund must maintain asset coverage for borrowings of at least 300%. The agreement, which enables the Fund to participate with other RiverSource funds, permits borrowings up to $500 million, collectively. Interest is charged to each Fund based on its borrowings at a rate equal to either the higher of the Federal Funds Effective Rate plus 0.40% or the JPMCB Prime Commercial Lending Rate. Borrowings are payable within 60 days after such loan is executed. The Fund also pays a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.06% per annum. Prior to this agreement, the Fund paid a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.07% per annum. The Fund had no borrowings under the facility outstanding during the year ended July 31, 2007. 10. CAPITAL LOSS CARRY-OVER For federal income tax purposes, the Fund had a capital loss carry-over of $284,278,656 at July 31, 2007, that if not offset by capital gains will expire in 2011. It is unlikely the Board will authorize a distribution of any net realized capital gains until the available capital loss carry-over has been offset or expires. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 37 11. INFORMATION REGARDING PENDING AND SETTLED LEGAL PROCEEDINGS In June 2004, an action captioned John E. Gallus et al. v. American Express Financial Corp. and American Express Financial Advisors Inc., was filed in the United States District Court for the District of Arizona. The plaintiffs allege that they are investors in several American Express Company mutual funds and they purport to bring the action derivatively on behalf of those funds under the Investment Company Act of 1940. The plaintiffs allege that fees allegedly paid to the defendants by the funds for investment advisory and administrative services are excessive. The plaintiffs seek remedies including restitution and rescission of investment advisory and distribution agreements. The plaintiffs voluntarily agreed to transfer this case to the United States District Court for the District of Minnesota. In response to defendants' motion to dismiss the complaint, the Court dismissed one of plaintiffs' four claims and granted plaintiffs limited discovery. Defendants moved for summary judgment in April 2007. Summary judgment was granted in the defendants' favor on July 9, 2007. The plaintiffs may file a notice of appeal with the Eight Circuit Court of Appeals within 30 days from the date of judgment. In December 2005, without admitting or denying the allegations, American Express Financial Corporation (AEFC, which is now known as Ameriprise Financial, Inc. (Ameriprise Financial)), the parent company of RiverSource Investments, LLC (RiverSource Investments), entered into settlement agreements with the Securities and Exchange Commission (SEC) and Minnesota Department of Commerce (MDOC) related to market timing activities. In connection with these matters, the SEC and MDOC issued orders (the Orders) alleging that AEFC violated certain provisions of the federal and Minnesota securities laws by failing to adequately disclose market timing activities by allowing certain identified market timers to continue to market time contrary to disclosures in mutual fund and variable annuity product prospectuses. The Orders also alleged that AEFC failed to implement procedures to detect and prevent market timing in 401(k) plans for employees of AEFC and related companies and failed to adequately disclose that there were no such procedures. Pursuant to the MDOC Order, the MDOC also alleged that AEFC allowed inappropriate market timing to occur by failing to have written policies and procedures and failing to properly supervise its employees. As a result of the Orders, AEFC was censured and ordered to cease and desist from committing or causing any violations of certain provisions of the Investment Advisers Act of 1940, the Investment Company Act of 1940, and various Minnesota laws. Pursuant to the terms of the Orders, AEFC agreed to pay disgorgement of $10 million and civil money penalties of $7 million. AEFC also agreed to make presentations at least annually to its board of directors and the relevant mutual funds' board that include an overview of policies and procedures to prevent market timing, material changes to these policies and procedures and - -------------------------------------------------------------------------------- 38 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT whether disclosures related to market timing are consistent with the SEC order and federal securities laws. AEFC also agreed to retain an independent distribution consultant to assist in developing a plan for distribution of all disgorgement and civil penalties ordered by the SEC in accordance with various undertakings detailed at http://www.sec.gov/litigation/admin/ia-2451.pdf. In addition, AEFC agreed to complete and submit to the MDOC a compliance review of its procedures regarding market timing within one year of the MDOC Order, including a summary of actions taken to ensure compliance with applicable laws and regulations and certification by a senior officer regarding compliance and supervisory procedures. Ameriprise Financial and its affiliates have cooperated with the SEC and the MDOC in these legal proceedings, and have made regular reports to the RiverSource Funds' Boards of Directors/Trustees. Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the Funds are not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds. Ameriprise Financial is required to make 10-Q, 10-K and, as necessary, 8-K filings with the Securities and Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov. There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares or other adverse consequences to the Funds. Further, although we believe proceedings are not likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds, these proceedings are subject to uncertainties and, as such, we are unable to estimate the possible loss or range of loss that may result. An adverse outcome in one or more of these proceedings could result in adverse judgments, settlements, fines, penalties or other relief that could have a material adverse effect on the consolidated financial condition or results of operations of Ameriprise Financial. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 39 12. FINANCIAL HIGHLIGHTS The tables below show certain important financial information for evaluating the Fund's results. CLASS A
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $28.61 $28.34 $23.73 $22.80 $20.88 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .23(b) .18 .04 .02 -- Net gains (losses) (both realized and unrealized) 4.11 .10 4.57 .91 1.92 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 4.34 .28 4.61 .93 1.92 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.22) (.01) -- -- -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $32.73 $28.61 $28.34 $23.73 $22.80 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $2,393 $2,351 $2,101 $2,117 $2,263 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.19% 1.14% 1.19% 1.03% 1.21% - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .71% .72% .16% .07% --% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% 134% 136% 171% 205% - ----------------------------------------------------------------------------------------------------------- Total return(e) 15.20% .98% 19.43% 4.08% 9.20% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- 40 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT CLASS B
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $26.06 $26.01 $21.95 $21.25 $19.61 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) (.02)(b) (.05) (.16) (.16) (.17) Net gains (losses) (both realized and unrealized) 3.75 .10 4.22 .86 1.81 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 3.73 .05 4.06 .70 1.64 - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $29.79 $26.06 $26.01 $21.95 $21.25 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $369 $462 $578 $598 $775 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.96% 1.91% 1.97% 1.81% 1.99% - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets (.06%) (.06%) (.62%) (.71%) (.77%) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% 134% 136% 171% 205% - ----------------------------------------------------------------------------------------------------------- Total return(e) 14.31% .19% 18.50% 3.29% 8.36% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 41 CLASS C
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $26.07 $26.01 $21.95 $21.25 $19.62 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) (.01)(b) (.04) (.16) (.16) (.17) Net gains (losses) (both realized and unrealized) 3.74 .10 4.22 .86 1.80 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 3.73 .06 4.06 .70 1.63 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.03) -- -- -- -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $29.77 $26.07 $26.01 $21.95 $21.25 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $20 $19 $15 $13 $12 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.95% 1.91% 1.97% 1.81% 2.01% - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets (.03%) (.03%) (.62%) (.71%) (.81%) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% 134% 136% 171% 205% - ----------------------------------------------------------------------------------------------------------- Total return(e) 14.31% .23% 18.50% 3.29% 8.31% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- 42 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT CLASS I
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004(B) Net asset value, beginning of period $29.31 $28.93 $24.10 $25.61 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .40(c) .32 .12 .09 Net gains (losses) (both realized and unrealized) 4.19 .10 4.71 (1.60) - ----------------------------------------------------------------------------------------------------------- Total from investment operations 4.59 .42 4.83 (1.51) - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.36) (.04) -- -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $33.54 $29.31 $28.93 $24.10 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $298 $256 $147 $18 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) .74% .68% .75% .57%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.21% 1.22% .55% .43%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% 134% 136% 171% - ----------------------------------------------------------------------------------------------------------- Total return(g) 15.70% 1.44% 20.04% (5.90%)(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from March 4, 2004 (inception date) to July 31, 2004. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 43 CLASS R2
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $32.23 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .13(c) Net gains (losses) (both realized and unrealized) 1.12 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 1.25 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.35) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $33.13 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) 1.50%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .63%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% - ----------------------------------------------------------------------------------------------------------- Total return(g) 3.93%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- 44 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT CLASS R3
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $32.23 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .18(c) Net gains (losses) (both realized and unrealized) 1.13 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 1.31 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.36) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $33.18 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) 1.27%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .87%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% - ----------------------------------------------------------------------------------------------------------- Total return(g) 4.09%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 45 CLASS R4*
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $29.13 $28.81 $24.07 $23.09 $21.11 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .25(b) .24 .09 .07 .04 Net gains (losses) (both realized and unrealized) 4.22 .10 4.65 .91 1.94 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 4.47 .34 4.74 .98 1.98 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.26) (.02) -- -- -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $33.34 $29.13 $28.81 $24.07 $23.09 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $146 $265 $304 $350 $398 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.03% .95% 1.02% .86% 1.03% - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .79% .89% .34% .25% .18% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% 134% 136% 171% 205% - ----------------------------------------------------------------------------------------------------------- Total return(e) 15.39% 1.17% 19.69% 4.24% 9.38% - -----------------------------------------------------------------------------------------------------------
* Effective Dec. 11, 2006, Class Y was renamed Class R4. (a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- 46 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT CLASS R5
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $32.23 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .29(c) Net gains (losses) (both realized and unrealized) 1.12 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 1.41 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.36) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $33.28 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) .76%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.38%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% - ----------------------------------------------------------------------------------------------------------- Total return(g) 4.41%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 47 CLASS W
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $31.89 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .24(c) Net gains (losses) (both realized and unrealized) 1.43 - ----------------------------------------------------------------------------------------------------------- Total from investment operations 1.67 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.35) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $33.21 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) 1.17%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.09%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 98% - ----------------------------------------------------------------------------------------------------------- Total return(g) 5.29%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 1, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- 48 RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF RIVERSOURCE GROWTH FUND: We have audited the accompanying statement of assets and liabilities, including the schedule of investments in securities, of RiverSource Growth Fund (the Fund), one of the portfolios constituting the RiverSource Large Cap Series, Inc. as of July 31, 2007, and the related statement of operations, statement of changes in net assets and financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The financial statements and financial highlights of the Fund for the periods presented through July 31, 2006, were audited by other auditors whose report dated September 20, 2006, expressed an unqualified opinion on those financial statements and financial highlights. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of RiverSource Growth Fund of the RiverSource Large Cap Series, Inc. at July 31, 2007, the results of its operations, changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles. Ernst & Young LLP Minneapolis, Minnesota September 20, 2007 - -------------------------------------------------------------------------------- RIVERSOURCE GROWTH FUND -- 2007 ANNUAL REPORT 49 INVESTMENTS IN SECURITIES JULY 31, 2007 (Percentages represent value of investments compared to net assets)
COMMON STOCKS (96.7%) ISSUER SHARES VALUE(A) AEROSPACE & DEFENSE (3.8%) Boeing 828,474 $85,689,067 DRS Technologies 58,740 3,075,626 General Dynamics 54,831 4,307,523 Goodrich 336,373 21,161,225 Honeywell Intl 987,939 56,816,372 L-3 Communications Holdings 153,663 14,991,362 Lockheed Martin 239,432 23,579,263 Northrop Grumman 99,490 7,571,189 United Technologies 348,577 25,435,664 --------------- Total 242,627,291 - ----------------------------------------------------------------------------------- AIR FREIGHT & LOGISTICS (0.1%) United Parcel Service Cl B 44,884 3,398,616 - ----------------------------------------------------------------------------------- AIRLINES (0.1%) UAL 113,258(b) 4,999,208 - ----------------------------------------------------------------------------------- AUTO COMPONENTS (0.1%) Goodyear Tire & Rubber 33,598(b) 964,935 Johnson Controls 31,795 3,597,604 --------------- Total 4,562,539 - ----------------------------------------------------------------------------------- AUTOMOBILES (0.1%) Ford Motor 306,233 2,606,043 General Motors 91,522 2,965,312 Harley-Davidson 41,771 2,394,314 --------------- Total 7,965,669 - ----------------------------------------------------------------------------------- BEVERAGES (1.8%) Anheuser-Busch Companies 123,843 6,039,823 Brown-Forman Cl B 12,762 847,907 Coca-Cola 738,428 38,479,483 Coca-Cola Enterprises 45,074 1,021,377 Constellation Brands Cl A 131,608(b) 2,886,163 Molson Coors Brewing Cl B 7,601 676,033
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) BEVERAGES (CONT.) Pepsi Bottling Group 21,292 $712,430 PepsiCo 1,005,768 65,998,497 --------------- Total 116,661,713 - ----------------------------------------------------------------------------------- BIOTECHNOLOGY (2.0%) Amgen 710,354(b) 38,174,424 Biogen Idec 424,515(b) 24,002,078 Celgene 154,340(b) 9,346,830 Genentech 671,936(b) 49,978,600 Gilead Sciences 161,682(b) 6,019,421 --------------- Total 127,521,353 - ----------------------------------------------------------------------------------- BUILDING PRODUCTS (0.1%) Masco 214,382(f) 5,833,334 - ----------------------------------------------------------------------------------- CAPITAL MARKETS (3.3%) Bank of New York Mellon 255,657 10,878,205 Bear Stearns Companies 19,227 2,330,697 Blackstone Group LP 81,592(b,f) 1,959,024 Charles Schwab 123,838 2,492,859 Fortress Investment Group LLC Cl A 170,277(f) 3,230,155 Franklin Resources 66,551 8,476,601 Goldman Sachs Group 140,145 26,394,909 KKR Private Equity Investors LP Unit 1,729,320(h) 34,932,264 Lehman Brothers Holdings 416,768 25,839,616 Merrill Lynch & Co 399,217 29,621,901 Morgan Stanley 473,657 30,252,473 Oaktree Capital Group LLC Cl A Unit 247,000(b,d,h) 8,151,000 State Street 143,173 9,596,886 T Rowe Price Group 294,629 15,359,010 --------------- Total 209,515,600 - -----------------------------------------------------------------------------------
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 17
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) CHEMICALS (1.0%) Air Products & Chemicals 35,023 $3,024,937 Ashland 41,898 2,558,292 Dow Chemical 505,790 21,991,749 Eastman Chemical 76,363 5,255,302 Ecolab 28,539 1,201,777 EI du Pont de Nemours & Co 315,694 14,752,381 Hercules 20,171(b) 418,750 Intl Flavors & Fragrances 12,526 627,678 Monsanto 87,945 5,668,055 PPG Inds 26,535 2,023,824 Praxair 51,839 3,971,904 Rohm & Haas 23,908 1,351,280 Sigma-Aldrich 21,370 968,488 --------------- Total 63,814,417 - ----------------------------------------------------------------------------------- COMMERCIAL BANKS (2.1%) BB&T 87,853 3,287,459 Comerica 25,555 1,345,726 Commerce Bancorp 30,398 1,016,813 Compass Bancshares 20,925 1,449,684 Fifth Third Bancorp 144,175(f) 5,318,616 First Horizon Natl 20,314 644,360 Huntington Bancshares 59,191 1,136,467 M&T Bank 12,453 1,323,629 Natl City 96,037 2,822,527 PNC Financial Services Group 158,450 10,560,693 Regions Financial 118,610 3,566,603 SunTrust Banks 57,586 4,508,984 Synovus Financial 52,437 1,466,139 US Bancorp 615,065 18,421,197 Wachovia 739,868 34,929,168 Wells Fargo & Co 1,148,223 38,775,490 Zions Bancorporation 18,001 1,341,975 --------------- Total 131,915,530 - -----------------------------------------------------------------------------------
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) COMMERCIAL SERVICES & SUPPLIES (0.2%) Allied Waste Inds 45,104(b) $580,488 Avery Dennison 31,967 1,960,856 Cintas 21,965 803,040 Equifax 40,534 1,640,006 Monster Worldwide 20,791(b) 808,562 Robert Half Intl 27,179 923,814 Waste Management 86,256 3,280,316 --------------- Total 9,997,082 - ----------------------------------------------------------------------------------- COMMUNICATIONS EQUIPMENT (5.4%) Alcatel-Lucent 43,541(c) 518,295 Alcatel-Lucent ADR 252,867(c) 2,933,257 Avaya 1,352,083(b) 22,363,453 Cisco Systems 3,736,825(b) 108,031,610 Corning 73,231(b) 1,745,827 JDS Uniphase 1,094,103(b) 15,678,496 Motorola 722,411 12,273,763 Nokia ADR 1,150,518(c) 32,950,836 QUALCOMM 2,592,395 107,973,252 Telefonaktiebolaget LM Ericsson ADR 777,090(c) 29,070,937 Tellabs 606,563(b) 6,884,490 --------------- Total 340,424,216 - ----------------------------------------------------------------------------------- COMPUTERS & PERIPHERALS (3.1%) Apple 410,222(b) 54,050,850 Brocade Communications Systems 81,763(b) 575,612 Dell 787,539(b) 22,027,466 EMC 148,504(b) 2,748,809 Hewlett-Packard 1,354,987 62,370,051 Intl Business Machines 452,632 50,083,731 SanDisk 129,817(b) 6,962,086 --------------- Total 198,818,605 - ----------------------------------------------------------------------------------- CONSTRUCTION & ENGINEERING (0.3%) Fluor 31,489 3,637,294 KBR 417,199(b) 13,387,916 --------------- Total 17,025,210 - ----------------------------------------------------------------------------------- CONSTRUCTION MATERIALS (--%) Vulcan Materials 15,374 1,471,599 - -----------------------------------------------------------------------------------
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 18 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) CONSUMER FINANCE (0.8%) American Express 357,634 $20,935,894 Capital One Financial 370,999 26,251,890 Discover Financial Services 236,615(b) 5,453,964 SLM 48 2,360 --------------- Total 52,644,108 - ----------------------------------------------------------------------------------- CONTAINERS & PACKAGING (0.1%) Ball 16,680 855,184 Bemis 18,623 548,820 Pactiv 21,503(b) 679,710 Sealed Air 26,109 711,470 Temple-Inland 83,873 4,875,537 --------------- Total 7,670,721 - ----------------------------------------------------------------------------------- DISTRIBUTORS (--%) Genuine Parts 27,343 1,300,980 - ----------------------------------------------------------------------------------- DIVERSIFIED CONSUMER SERVICES (--%) Apollo Group Cl A 22,644(b) 1,338,487 - ----------------------------------------------------------------------------------- DIVERSIFIED FINANCIAL SERVICES (4.6%) Bank of America 2,249,449 106,668,871 CIT Group 27,250 1,122,155 Citigroup 2,288,403 106,570,927 CME Group 9,067 5,009,518 Financial Select Sector SPDR Fund 116,106(f) 3,822,210 iShares Dow Jones US Healthcare Sector Index Fund 1 67 JPMorgan Chase & Co 1,453,691 63,976,941 Materials Select Sector SPDR Trust 48,279 1,902,193 Moody's 11,954 643,125 Utilities Select Sector SPDR Fund 63,980 2,412,046 --------------- Total 292,128,053 - ----------------------------------------------------------------------------------- DIVERSIFIED TELECOMMUNICATION SERVICES (3.7%) AT&T 1,936,058 75,816,032 Chunghwa Telecom ADR 51,679(c) 856,839 Citizens Communications 187,230 2,701,729
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) DIVERSIFIED TELECOMMUNICATION SERVICES (CONT.) COLT Telecom Group 523,770(b,c) $1,630,318 Deutsche Telekom 2,183,211(c) 37,519,099 Deutsche Telekom ADR 844,053(c) 14,500,831 Embarq 34,013 2,101,663 Indosat 6,582,958(c) 5,176,404 Qwest Communications Intl 1,345,696(b) 11,478,787 Telecom Italia 235,047(c) 629,243 Telefonica 872,212(c) 20,413,864 Telefonica ADR 96,187(c) 6,755,213 Telenor ADR 192,349(c) 10,628,975 Verizon Communications 1,040,002 44,324,885 Windstream 184,667 2,541,018 --------------- Total 237,074,900 - ----------------------------------------------------------------------------------- ELECTRIC UTILITIES (1.6%) Allegheny Energy 26,617(b) 1,390,206 American Electric Power 64,208 2,792,406 Duke Energy 203,483 3,465,315 Edison Intl 52,738 2,789,313 Entergy 157,579 15,751,597 Exelon 346,848 24,331,387 FirstEnergy 52,040 3,161,430 FPL Group 133,055 7,681,265 Hawaiian Electric Inds 123,479 2,816,556 Pinnacle West Capital 59,622 2,234,633 PPL 211,509 9,970,534 Progress Energy 83,351 3,639,105 Southern 567,071 19,076,268 --------------- Total 99,100,015 - ----------------------------------------------------------------------------------- ELECTRICAL EQUIPMENT (0.5%) Cooper Inds Cl A 27,957 1,479,484 Emerson Electric 538,480 25,346,254 Rockwell Automation 25,516 1,785,865 --------------- Total 28,611,603 - -----------------------------------------------------------------------------------
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 19
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) ELECTRONIC EQUIPMENT & INSTRUMENTS (0.1%) Agilent Technologies 4,658(b) $177,703 Tyco Electronics 163,662(b) 5,862,373 --------------- Total 6,040,076 - ----------------------------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES (0.7%) Halliburton 121,972 4,393,431 Natl Oilwell Varco 68,445(b) 8,220,929 Pride Intl 320,145(b) 11,221,082 Transocean 143,164(b) 15,382,972 Weatherford Intl 75,884(b) 4,198,662 --------------- Total 43,417,076 - ----------------------------------------------------------------------------------- FOOD & STAPLES RETAILING (0.9%) CVS Caremark 652,181 22,950,249 Kroger 115,259 2,992,124 Safeway 102,218 3,257,688 SUPERVALU 33,464 1,394,445 SYSCO 99,917 3,185,354 Wal-Mart Stores 416,813 19,152,557 Whole Foods Market 24,087 892,182 --------------- Total 53,824,599 - ----------------------------------------------------------------------------------- FOOD PRODUCTS (1.3%) Archer-Daniels-Midland 106,597 3,581,659 Campbell Soup 151,064 5,563,687 ConAgra Foods 81,807 2,073,807 Dean Foods 163,648 4,708,153 General Mills 134,988 7,508,033 Groupe Danone 20,540(c) 1,493,215 HJ Heinz 52,609 2,302,170 Kellogg 219,371 11,365,612 Kraft Foods Cl A 1,231,571 40,333,950 McCormick & Co 21,081 720,127 Sara Lee 118,782 1,882,695 Tyson Foods Cl A 42,307 901,139 WM Wrigley Jr 35,328 2,037,719 --------------- Total 84,471,966 - ----------------------------------------------------------------------------------- GAS UTILITIES (0.1%) Nicor 8,082 318,512 ONEOK 123,021 6,243,315 Questar 27,822 1,432,555 --------------- Total 7,994,382 - -----------------------------------------------------------------------------------
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) HEALTH CARE EQUIPMENT & SUPPLIES (1.9%) Bausch & Lomb 85,589 $5,471,705 Boston Scientific 5,636,336(b) 74,117,818 China Medical Technologies ADR 60,149(c,f) 1,968,075 Covidien 146,069(b,c) 5,981,526 CR Bard 24,622 1,932,088 Medtronic 413,189 20,936,287 St. Jude Medical 35,756(b) 1,542,514 Stryker 120,598 7,528,933 --------------- Total 119,478,946 - ----------------------------------------------------------------------------------- HEALTH CARE PROVIDERS & SERVICES (2.1%) Aetna 256,025 12,307,122 Cardinal Health 640,182 42,079,163 CIGNA 161,369 8,333,095 Coventry Health Care 25,158(b) 1,404,068 Express Scripts 44,451(b) 2,228,329 Humana 27,444(b) 1,758,886 Laboratory Corp of America Holdings 19,798(b) 1,462,082 Manor Care 11,676 739,675 McKesson 454,112 26,229,509 Patterson Companies 21,937(b) 786,880 Quest Diagnostics 25,252 1,400,728 Tenet Healthcare 74,404(b) 385,413 UnitedHealth Group 718,677 34,805,527 --------------- Total 133,920,477 - ----------------------------------------------------------------------------------- HEALTH CARE TECHNOLOGY (--%) IMS Health 31,298 880,413 - ----------------------------------------------------------------------------------- HOTELS, RESTAURANTS & LEISURE (1.0%) Chipotle Mexican Grill Cl A 3,193(b) 282,070 Chipotle Mexican Grill Cl B 1(b) 81 Darden Restaurants 24,632 1,048,584 Intl Game Technology 278,586 9,839,658 Marriott Intl Cl A 454,170 18,870,764 McDonald's 495,221 23,706,229 Pinnacle Entertainment 129,730(b) 3,439,142 Starwood Hotels & Resorts Worldwide 18,112 1,140,332
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 20 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) HOTELS, RESTAURANTS & LEISURE (CONT.) Wyndham Worldwide 15,333(b) $515,955 Yum! Brands 43,401 1,390,568 --------------- Total 60,233,383 - ----------------------------------------------------------------------------------- HOUSEHOLD DURABLES (1.8%) Black & Decker 11,112 961,966 DR Horton 412,218 6,727,397 Fortune Brands 24,670 2,005,671 Harman Intl Inds 764,932 88,732,111 Hovnanian Enterprises Cl A 215,952(b,f) 2,859,204 Leggett & Platt 28,702 594,992 Lennar Cl A 129,480 3,969,857 Meritage Homes 52,169(b,f) 1,017,296 Newell Rubbermaid 44,630 1,180,464 Snap-On 10,370 542,662 Standard-Pacific 226,507 3,354,569 Stanley Works 13,690 757,468 Tele Atlas 73,436(b,c) 2,110,025 Whirlpool 12,734 1,300,269 --------------- Total 116,113,951 - ----------------------------------------------------------------------------------- HOUSEHOLD PRODUCTS (1.9%) Clorox 24,496 1,481,028 Colgate-Palmolive 607,431 40,090,446 Kimberly-Clark 73,918 4,972,464 Procter & Gamble 1,185,442 73,331,443 Spectrum Brands 354,637(b,f) 1,556,856 --------------- Total 121,432,237 - ----------------------------------------------------------------------------------- INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (0.2%) AES 107,510(b) 2,112,572 Constellation Energy Group 29,246 2,450,815 Dynegy Cl A 68,036(b) 606,201 TXU 74,337 4,850,488 --------------- Total 10,020,076 - ----------------------------------------------------------------------------------- INDUSTRIAL CONGLOMERATES (2.2%) 3M 38,249 3,401,101 General Electric 3,402,238 131,870,745 Tyco Intl 125,960(c) 5,956,648 --------------- Total 141,228,494 - -----------------------------------------------------------------------------------
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) INSURANCE (4.7%) ACE 606,443(c) $35,003,890 AFLAC 594,788 31,000,351 Allstate 14,192 754,305 American Intl Group 1,530,882 98,252,007 Aon 77,113 3,087,605 Arch Capital Group 46,830(b,c) 3,262,178 Assurant 21,677 1,099,457 Chubb 169,267 8,532,749 Endurance Specialty Holdings 63,275(c) 2,366,485 Genworth Financial Cl A 27,589 842,016 Hartford Financial Services Group 457,553 42,035,394 Lincoln Natl 8,254 497,881 MetLife 167,959 10,114,491 Principal Financial Group 23,834 1,343,999 Prudential Financial 565,678 50,136,041 Validus Holdings 28,915(b,c) 650,588 XL Capital Cl A 68,852(c) 5,360,817 --------------- Total 294,340,254 - ----------------------------------------------------------------------------------- INTERNET & CATALOG RETAIL (0.1%) IAC/InterActiveCorp 36,085(b) 1,037,083 Liberty Media -- Interactive Cl A 142,596(b,e) 2,987,386 --------------- Total 4,024,469 - ----------------------------------------------------------------------------------- INTERNET SOFTWARE & SERVICES (1.7%) eBay 928,269(b) 30,075,916 Google Cl A 100,088(b) 51,044,879 VeriSign 399,144(b) 11,850,585 Yahoo! 531,978(b) 12,368,489 --------------- Total 105,339,869 - ----------------------------------------------------------------------------------- IT SERVICES (0.8%) Accenture Cl A 54,564(c) 2,298,781 Affiliated Computer Services Cl A 150,895(b) 8,097,026 Automatic Data Processing 229,538 10,655,153 Broadridge Financial Solutions 1 18 Cognizant Technology Solutions Cl A 49,114(b) 3,977,252 Computer Sciences 4,516(b) 251,451
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 21
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) IT SERVICES (CONT.) Convergys 15,667(b) $298,456 Electronic Data Systems 158,583 4,280,155 Fidelity Natl Information Services 21,617 1,072,852 First Data 281,342 8,943,862 HCL Technologies 531,725(c) 4,121,395 Ness Technologies 55,072(b,c) 647,647 Paychex 54,908 2,272,093 Satyam Computer Services ADR 46,906(c) 1,250,514 Unisys 53,629(b) 433,859 Western Union 70,212 1,400,729 --------------- Total 50,001,243 - ----------------------------------------------------------------------------------- LEISURE EQUIPMENT & PRODUCTS (0.1%) Brunswick 14,714 411,403 Eastman Kodak 46,229 1,167,282 Hasbro 26,088 730,986 Mattel 63,768 1,460,925 --------------- Total 3,770,596 - ----------------------------------------------------------------------------------- MACHINERY (1.5%) Caterpillar 395,878 31,195,186 Deere & Co 125,388 15,099,223 Flowserve 308,191 22,272,964 Illinois Tool Works 52,005 2,862,875 Ingersoll-Rand Cl A 60,081(c) 3,023,276 ITT 62,663 3,940,249 Navistar Intl 9,998(b) 631,124 Parker Hannifin 137,422 13,560,803 --------------- Total 92,585,700 - ----------------------------------------------------------------------------------- MEDIA (6.7%) Charter Communications Cl A 1,762,625(b) 7,156,258 Comcast Cl A 1,157,980(b) 30,420,135 Comcast Special Cl A 288,867(b) 7,559,649 EchoStar Communications Cl A 81,393(b) 3,442,110 Idearc 12,741 442,240 McGraw-Hill Companies 11,472 694,056
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) MEDIA (CONT.) News Corp Cl A 2,658,620 $56,150,054 Time Warner 1,673,001 32,221,999 Time Warner Cable Cl A 60,128(b,i) 2,298,092 Viacom Cl B 274,006(b) 10,494,430 Virgin Media 8,100,992(j) 201,228,642 Vivendi 731,373(c) 31,067,866 Walt Disney 332,380 10,968,540 WorldSpace Cl A 276,554(b,f) 1,349,584 XM Satellite Radio Holdings Cl A 2,560,293(b,j) 29,315,355 --------------- Total 424,809,010 - ----------------------------------------------------------------------------------- METALS & MINING (1.6%) Alcan 36,315(c) 3,537,081 Alcoa 329,277 12,578,381 Allegheny Technologies 16,357 1,716,340 Barrick Gold 71,747(c) 2,360,476 Coeur d'Alene Mines 3,701,745(b,f) 14,473,823 Freeport-McMoRan Copper & Gold 60,114 5,649,514 Lihir Gold 14,134,965(b,c) 36,843,324 Newmont Mining 466,080 19,458,840 Nucor 48,726 2,446,045 Stillwater Mining 166,411(b) 1,514,340 --------------- Total 100,578,164 - ----------------------------------------------------------------------------------- MULTILINE RETAIL (0.8%) Dillard's Cl A 20,634 616,750 JC Penney 248,839 16,931,005 Kohl's 151,541(b) 9,213,693 Macy's 167,012 6,024,123 Nordstrom 136,298 6,485,059 Target 209,438 12,685,660 --------------- Total 51,956,290 - ----------------------------------------------------------------------------------- MULTI-UTILITIES (0.7%) Ameren 33,443 1,604,595 CenterPoint Energy 51,807 853,779 CMS Energy 36,137 583,974 Consolidated Edison 41,704 1,821,631 Dominion Resources 229,630 19,339,438 DTE Energy 28,672 1,329,807 Integrys Energy Group 12,897 638,273 KeySpan 28,422 1,180,934
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 22 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) MULTI-UTILITIES (CONT.) NiSource 44,329 $845,354 PG&E 56,785 2,430,966 Public Service Enterprise Group 40,915 3,524,827 TECO Energy 37,193 600,295 Xcel Energy 330,462 6,708,379 --------------- Total 41,462,252 - ----------------------------------------------------------------------------------- OIL, GAS & CONSUMABLE FUELS (7.8%) Anadarko Petroleum 40,583 2,042,542 Apache 14,337 1,159,003 BP ADR 284,884(c) 19,770,950 Canadian Natural Resources 13,103(c) 896,376 Chesapeake Energy 60,200 2,049,208 Chevron 1,086,777 92,658,607 ConocoPhillips 553,551 44,749,063 CONSOL Energy 29,870 1,244,086 Devon Energy 98,358 7,338,490 El Paso 105,003 1,748,300 Exxon Mobil 2,719,946 231,549,004 Occidental Petroleum 202,345 11,477,008 Peabody Energy 41,749 1,764,313 Petroleo Brasileiro ADR 14,313(c) 928,914 Range Resources 2,634 97,827 Royal Dutch Shell ADR 51,442(c) 3,991,385 Ship Finance Intl 128,536(c) 3,592,581 Spectra Energy 96,471 2,457,116 Sunoco 11,864 791,566 Total 712,083(c) 56,080,853 Valero Energy 48,764 3,267,676 Williams Companies 92,197 2,973,353 XTO Energy 51,271 2,795,808 --------------- Total 495,424,029 - ----------------------------------------------------------------------------------- PAPER & FOREST PRODUCTS (0.4%) Bowater 203,128(f) 3,985,371 Intl Paper 262,856 9,744,072 MeadWestvaco 29,525 960,744 Weyerhaeuser 152,609 10,871,865 --------------- Total 25,562,052 - -----------------------------------------------------------------------------------
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) PERSONAL PRODUCTS (0.1%) Avon Products 100,554 $3,620,950 Estee Lauder Companies Cl A 19,422 874,378 Herbalife 28,413(c) 1,164,365 --------------- Total 5,659,693 - ----------------------------------------------------------------------------------- PHARMACEUTICALS (7.0%) AstraZeneca 826,407(c) 42,710,851 Bristol-Myers Squibb 1,557,210 44,240,336 Eli Lilly & Co 505,725 27,354,665 Johnson & Johnson 526,541 31,855,731 Merck & Co 1,977,928 98,204,125 Novartis ADR 73,673(c) 3,974,658 Pfizer 5,085,050 119,549,526 Schering-Plough 1,198,822(i) 34,214,380 Teva Pharmaceutical Inds ADR 104,431(c) 4,388,191 Wyeth 794,585 38,553,264 --------------- Total 445,045,727 - ----------------------------------------------------------------------------------- REAL ESTATE INVESTMENT TRUSTS (REITS) (0.5%) Annaly Capital Management 351,343 5,076,906 Apartment Investment & Management Cl A 95,422 4,031,580 Archstone-Smith Trust 35,341 2,028,927 AvalonBay Communities 12,839(i) 1,386,227 Boston Properties 19,247 1,818,649 Developers Diversified Realty 21,405 1,027,440 Equity Residential 47,575 1,893,961 General Growth Properties 40,028 1,920,543 Host Hotels & Resorts 84,269 1,779,761 Kimco Realty 36,575 1,365,345 Plum Creek Timber 29,811 1,158,455 ProLogis 41,461 2,359,131 Public Storage 19,851 1,391,357 Simon Property Group 6,985 604,412 Vornado Realty Trust 21,096 2,257,905 --------------- Total 30,100,599 - -----------------------------------------------------------------------------------
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 23
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) REAL ESTATE MANAGEMENT & DEVELOPMENT (--%) CB Richard Ellis Group Cl A 30,224(b) $1,055,422 - ----------------------------------------------------------------------------------- ROAD & RAIL (0.4%) CSX 82,975 3,933,845 Hertz Global Holdings 869,066(b) 19,458,387 Norfolk Southern 61,960 3,332,209 --------------- Total 26,724,441 - ----------------------------------------------------------------------------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT (2.6%) Advanced Micro Devices 86,276(b) 1,168,177 Applied Materials 91,807 2,023,426 Atmel 4,353,879(b) 23,467,408 Broadcom Cl A 118,120(b) 3,875,517 Cypress Semiconductor 213,798(b) 5,357,778 Intel 2,889,056 68,239,502 KLA-Tencor 32,363 1,837,895 LSI 1,694,066(b) 12,197,275 Maxim Integrated Products 96,901 3,071,762 Natl Semiconductor 44,492 1,156,347 NVIDIA 24,426(b) 1,117,734 Spansion Cl A 2,722,041(b) 28,880,855 Texas Instruments 271,277 9,546,238 United Microelectronics ADR 434,477(c) 1,403,361 Xilinx 50,086 1,252,150 --------------- Total 164,595,425 - ----------------------------------------------------------------------------------- SOFTWARE (2.0%) ACI Worldwide 67,663(b) 2,065,751 Adobe Systems 185,308(b) 7,466,059 BEA Systems 186,904(b) 2,313,872 Citrix Systems 46,184(b) 1,670,475 Electronic Arts 22,525(b) 1,095,616 Microsoft 3,216,951 93,259,410 Oracle 737,642(b) 14,103,715 Quest Software 69,259(b) 1,025,033 Red Hat 164,084(b) 3,416,229 Salesforce.com 16,703(b) 649,079 --------------- Total 127,065,239 - -----------------------------------------------------------------------------------
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) SPECIALTY RETAIL (1.2%) Abercrombie & Fitch Cl A 14,240 $995,376 AutoNation 26,569(b) 517,564 AutoZone 8,038(b) 1,019,299 Gap 247,189 4,251,651 Home Depot 583,806 21,700,069 Limited Brands 103,148 2,491,024 Lowe's Companies 625,290(f) 17,514,373 Office Depot 73,355(b) 1,830,941 OfficeMax 12,026 395,415 Penske Automotive Group 192,109 3,742,283 RadioShack 21,844 548,940 Sherwin-Williams 17,897 1,247,242 Staples 116,020 2,670,780 TJX Companies 666,160 18,485,940 --------------- Total 77,410,897 - ----------------------------------------------------------------------------------- TEXTILES, APPAREL & LUXURY GOODS (0.1%) Jones Apparel Group 17,555 438,173 Liz Claiborne 18,203 639,653 Nike Cl B 61,163 3,452,651 Polo Ralph Lauren 1,722 153,861 VF 14,572 1,250,132 --------------- Total 5,934,470 - ----------------------------------------------------------------------------------- THRIFTS & MORTGAGE FINANCE (1.4%) Countrywide Financial 1,435,058 40,425,584 Fannie Mae 430,519 25,762,257 Freddie Mac 380,168 21,772,221 --------------- Total 87,960,062 - ----------------------------------------------------------------------------------- TOBACCO (1.5%) Altria Group 1,354,687 90,046,045 Reynolds American 27,768 1,698,569 UST 26,011 1,392,889 --------------- Total 93,137,503 - ----------------------------------------------------------------------------------- WIRELESS TELECOMMUNICATION SERVICES (4.0%) ALLTEL 470,188 31,008,899 America Movil ADR Series L 82,100(c) 4,916,148 Hutchison Telecommunications Intl 12,406,800(c) 15,536,640
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 24 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) WIRELESS TELECOMMUNICATION SERVICES (CONT.) Millicom Intl Cellular 110,859(b,c) $8,901,978 Orascom Telecom Holding GDR 81,233(c,f) 5,458,858 Sprint Nextel 3,314,085 68,038,165 Vivo Participacoes ADR 1,143,032(c) 5,132,214 Vodafone Group 30,804,233(c) 92,602,087 Vodafone Group ADR 799,620(c) 24,268,467 --------------- Total 255,863,456 - ----------------------------------------------------------------------------------- TOTAL COMMON STOCKS (Cost: $5,592,182,260) $6,115,883,787 - -----------------------------------------------------------------------------------
OPTIONS PURCHASED (0.2%) EXERCISE EXPIRATION ISSUER CONTRACTS PRICE DATE VALUE(A) CALLS QUALCOMM 683 $50.00 Jan. 2008 $102,450 Virgin Media 7,244 30.00 Jan. 2008 543,300 Virgin Media 7,244 27.50 Jan. 2008 1,050,380
OPTIONS PURCHASED (CONTINUED) EXERCISE EXPIRATION ISSUER CONTRACTS PRICE DATE VALUE(A) PUTS Oil Service Sector Index 404 $215.00 Sept. 2007 $37,370 XM Satellite Radio Holdings Cl A 20,639 15.00 Jan. 2008 8,255,600 - -------------------------------------------------------------------------------------------------------------------------- TOTAL OPTIONS PURCHASED (Cost: $9,226,291) $9,989,100 - --------------------------------------------------------------------------------------------------------------------------
MONEY MARKET FUND (3.7%) SHARES VALUE(A) RiverSource Short-Term Cash Fund 233,390,132(k) $233,390,132 - ----------------------------------------------------------------------------------- TOTAL MONEY MARKET FUND (Cost: $233,390,132) $233,390,132 - ----------------------------------------------------------------------------------- TOTAL INVESTMENTS IN SECURITIES (Cost: $5,834,798,683)(l) $6,359,263,019 ===================================================================================
NOTES TO INVESTMENTS IN SECURITIES (a) Securities are valued by procedures described in Note 1 to the financial statements. (b) Non-income producing. (c) Foreign security values are stated in U.S. dollars. At July 31, 2007, the value of foreign securities represented 9.6% of net assets. (d) Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. This security has been determined to be liquid under guidelines established by the Fund's Board of Directors. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At July 31, 2007, the value of these securities amounted to $8,151,000 or 0.1% of net assets. (e) Shareholders of tracking stocks have a financial interest only in a unit or division of the company. Unlike the common stock of the company itself, a tracking stock usually has limited or no voting rights. In the event of a company's liquidation, tracking stock shareholders typically do not have a legal claim on the company's assets. (f) At July 31, 2007, security was partially or fully on loan. See Note 7 to the financial statements. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 25 NOTES TO INVESTMENTS IN SECURITIES (CONTINUED) (g) Cash collateral received from security lending activity is invested in an affiliated money market fund and represents 0.6% of net assets. See Note 7 to the financial statements. Cash collateral received for open options contracts is invested in an affiliated money market fund and represents 0.1% of net assets. See Note 1 to the financial statements. 3.0% of net assets is the Fund's cash equivalent position. (h) Identifies issues considered to be illiquid as to their marketability (see Note 1 to the financial statements). These securities may be valued at fair value according to procedures approved, in good faith, by the Fund's Board of Directors. Information concerning such security holdings at July 31, 2007, is as follows:
ACQUISITION SECURITY DATES COST - ---------------------------------------------------------------------------------- KKR Private Equity Investors LP Unit 05-01-06 thru 07-24-07 $38,592,087 Oaktree Capital Group LLC Cl A Unit* 05-21-07 thru 07-20-07 10,584,080
* Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. (i) Partially pledged as initial margin deposit on the following open stock index futures contracts (see Note 6 to the financial statements):
TYPE OF SECURITY CONTRACTS - ------------------------------------------------------------------------------ PURCHASE CONTRACTS S&P 500 Index, Sept. 2007 50
(j) At July 31, 2007, securities valued at $41,625,751 were held to cover open call options written as follows (see Note 8 to the financial statements):
EXERCISE EXPIRATION ISSUER CONTRACTS PRICE DATE VALUE(A) - --------------------------------------------------------------------------------------- Virgin Media 7,244 $30.00 Jan. 2008 $543,300 XM Satellite Radio Holdings Cl A 20,639 20.00 Jan. 2008 412,780 - --------------------------------------------------------------------------------------- Total value $956,080 - ---------------------------------------------------------------------------------------
At July 31, 2007, cash or short-term securities were designated to cover open put options written as follows (see Note 8 to the financial statements):
EXERCISE EXPIRATION ISSUER CONTRACTS PRICE DATE VALUE(A) - ---------------------------------------------------------------------------------------- XM Satellite Radio Holdings Cl A 20,639 $12.50 Jan. 2008 $4,540,580
(k) Affiliated Money Market Fund -- See Note 10 to the financial statements. (l) At July 31, 2007, the cost of securities for federal income tax purposes was $5,945,740,806 and the aggregate gross unrealized appreciation and depreciation based on that cost was: Unrealized appreciation $567,613,960 Unrealized depreciation (154,091,747) - ------------------------------------------------------------------------------ Net unrealized appreciation $413,522,213 - ------------------------------------------------------------------------------
The Global Industry Classification Standard (GICS) was developed by and is the exclusive property of Morgan Stanley Capital International Inc. and Standard & Poor's, a division of The McGraw-Hill Companies, Inc. - -------------------------------------------------------------------------------- 26 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT HOW TO FIND INFORMATION ABOUT THE FUND'S PORTFOLIO HOLDINGS (i) The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q; (ii) The Fund's Forms N-Q are available on the Commission's website at http://www.sec.gov; (iii)The Fund's Forms N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 1-800-SEC-0330); and (iv) The Fund's complete schedule of portfolio holdings, as disclosed in its annual and semiannual shareholder reports and in its filings on Form N-Q, can be found at riversource.com/funds. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 27 FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES JULY 31, 2007 ASSETS Investments in securities, at value (Note 1) Unaffiliated issuers* (identified cost $5,601,408,551) $6,125,872,887 Affiliated money market fund (identified cost $233,390,132) (Note 10) 233,390,132 - ------------------------------------------------------------------------------ Total investments in securities (identified cost $5,834,798,683) 6,359,263,019 Foreign currency holdings (identified cost $3,841,017) (Note 1) 3,811,693 Capital shares receivable 770,326 Dividends and accrued interest receivable 7,948,987 Receivable for investment securities sold 66,853,312 Unrealized appreciation on forward foreign currency contracts held, at value (Note 5) 1,048,437 - ------------------------------------------------------------------------------ Total assets 6,439,695,774 - ------------------------------------------------------------------------------ LIABILITIES Bank overdraft 4,708,888 Capital shares payable 5,864,010 Payable for investment securities purchased 51,664,905 Payable upon return of securities loaned (Note 7) 38,203,000 Payable for cash collateral held on open options contracts (Note 1) 4,222,922 Variation margin payable 324,300 Unrealized depreciation on swap transactions, at value (Note 9) 1,510,345 Accrued investment management services fee 96,111 Accrued distribution fee 59,030 Accrued transfer agency fee 27,110 Accrued administrative services fee 8,059 Accrued plan administration services fee 2,290 Other accrued expenses 257,362 Options contracts written, at value (premiums received $6,575,045) (Note 8) 5,496,660 - ------------------------------------------------------------------------------ Total liabilities 112,444,992 - ------------------------------------------------------------------------------ Net assets applicable to outstanding capital stock $6,327,250,782 ==============================================================================
- -------------------------------------------------------------------------------- 28 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT STATEMENT OF ASSETS AND LIABILITIES (CONTINUED) JULY 31, 2007 REPRESENTED BY Capital stock -- $.01 par value (Note 1) $ 10,489,543 Additional paid-in capital 5,525,281,893 Undistributed net investment income 40,157,282 Accumulated net realized gain (loss) (Note 13) 227,325,033 Unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies (Notes 5, 6 and 9) 523,997,031 - ------------------------------------------------------------------------------ Total -- representing net assets applicable to outstanding capital stock $6,327,250,782 ==============================================================================
Net assets applicable to outstanding Class A $5,038,950,020 shares: Class B $ 833,234,754 Class C $ 31,622,901 Class I $ 67,937,053 Class R2 $ 5,001 Class R3 $ 5,009 Class R4 $ 330,120,266 Class R5 $ 25,375,778 Net asset value per share of outstanding Class A 833,522,641 $ 6.05 capital stock: shares(1) Class B shares 140,889,101 $ 5.91 Class C shares 5,341,167 $ 5.92 Class I shares 11,159,673 $ 6.09 Class R2 shares 822 $ 6.08 Class R3 shares 822 $ 6.09 Class R4 shares 53,887,010 $ 6.13 Class R5 shares 4,153,053 $ 6.11 - ------------------------------------------------------------------------------------------- * Including securities on loan, at value $ 35,122,521 (Note 7) - -------------------------------------------------------------------------------------------
(1) The maximum offering price per share for Class A is $6.42. The offering price is calculated by dividing the net asset value by 1.0 minus the maximum sales charge of 5.75%. See accompanying notes to financial statements. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 29 STATEMENT OF OPERATIONS YEAR ENDED JULY 31, 2007 INVESTMENT INCOME Income: Dividends $ 134,925,432 Interest 2,709,661 Income distributions from affiliated money market fund (Note 10) 11,473,863 Fee income from securities lending (Note 7) 782,450 Less foreign taxes withheld (1,506,828) - ------------------------------------------------------------------------------ Total income 148,384,578 - ------------------------------------------------------------------------------ Expenses (Note 2): Investment management services fee 39,667,264 Distribution fee Class A 13,273,226 Class B 11,344,113 Class C 344,990 Class R2 16 Class R3 8 Transfer agency fee Class A 11,382,925 Class B 2,650,360 Class C 79,009 Class R2 2 Class R3 2 Class R4 670,055 Class R5 8,271 Service fee -- Class R4 314,706 Administrative services fees and expenses 3,245,953 Plan administration services fee Class R2 8 Class R3 8 Class R4 670,949 Compensation of board members 137,876 Custodian fees 829,088 Printing and postage 726,238 Registration fees 84,687 Professional fees 142,870 Other 205,056 - ------------------------------------------------------------------------------ Total expenses 85,777,680 Expenses waived/reimbursed by the Investment Manager and its affiliates (Note 2) (48,166) - ------------------------------------------------------------------------------ 85,729,514 Earnings and bank fee credits on cash balances (Note 2) (909,145) - ------------------------------------------------------------------------------ Total net expenses 84,820,369 - ------------------------------------------------------------------------------ Investment income (loss) -- net 63,564,209 - ------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- 30 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT STATEMENT OF OPERATIONS (CONTINUED) YEAR ENDED JULY 31, 2007 REALIZED AND UNREALIZED GAIN (LOSS) -- NET Net realized gain (loss) on: Security transactions (Note 3) $ 689,178,998 Foreign currency transactions 168,743 Futures contracts 13,216,258 Options contracts written (Note 8) (2,309,225) Swap transactions 3,095,064 - ------------------------------------------------------------------------------ Net realized gain (loss) on investments 703,349,838 Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies 323,820,329 - ------------------------------------------------------------------------------ Net gain (loss) on investments and foreign currencies 1,027,170,167 - ------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations $1,090,734,376 ============================================================================== See accompanying notes to financial statements.
- -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 31 STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED JULY 31, 2007 2006 OPERATIONS AND DISTRIBUTIONS Investment income (loss) -- net $ 63,564,209 $ 40,904,787 Net realized gain (loss) on investments 703,349,838 275,180,804 Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies 323,820,329 (370,550,095) - ---------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 1,090,734,376 (54,464,504) - ---------------------------------------------------------------------------------------- Distributions to shareholders from: Net investment income Class A (51,279,745) (8,339,131) Class B (2,969,618) -- Class C (121,537) -- Class I (1,522,653) (656,302) Class R2 (65) N/A Class R3 (66) N/A Class R4 (5,679,767) (1,124) Class R5 (322,641) N/A Net realized gain Class A (125,265,857) -- Class B (27,693,216) -- Class C (831,229) -- Class I (2,640,713) -- Class R2 (115) N/A Class R3 (115) N/A Class R4 (13,607,896) -- Class R5 (560,037) N/A - ---------------------------------------------------------------------------------------- Total distributions (232,495,270) (8,996,557) - ----------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- 32 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
YEAR ENDED JULY 31, 2007 2006 CAPITAL SHARE TRANSACTIONS (NOTE 4) Proceeds from sales Class A shares (Note 2) $ 370,676,879 $ 429,909,019 Class B shares 57,068,487 50,136,037 Class C shares 2,755,399 2,589,055 Class I shares 15,570,677 27,683,397 Class R2 shares 5,000 N/A Class R3 shares 5,000 N/A Class R4 shares 28,329,694 19,415,795 Class R5 shares 26,931,801 N/A Fund Merger (Note 12) Class A shares N/A 5,066,390,993 Class B shares N/A 1,262,273,829 Class C shares N/A 31,569,946 Class I shares N/A 97,113,086 Class R4 shares N/A 1,287,966,195 Reinvestment of distributions at net asset value Class A shares 171,429,375 8,175,459 Class B shares 30,416,192 -- Class C shares 939,571 -- Class I shares 4,163,008 656,222 Class R4 shares 19,287,529 1,072 Class R5 shares 882,497 N/A Payments for redemptions Class A shares (1,564,111,579) (1,045,511,081) Class B shares (Note 2) (569,109,428) (597,123,506) Class C shares (Note 2) (10,923,150) (8,250,000) Class I shares (69,035,113) (62,694,425) Class R4 shares (882,819,499) (221,738,132) Class R5 shares (2,629,011) N/A - ---------------------------------------------------------------------------------------- Increase (decrease) in net assets from capital share transactions (2,370,166,671) 6,348,562,961 - ---------------------------------------------------------------------------------------- Total increase (decrease) in net assets (1,511,927,565) 6,285,101,900 Net assets at beginning of year 7,839,178,347 1,554,076,447 - ---------------------------------------------------------------------------------------- Net assets at end of year $ 6,327,250,782 $ 7,839,178,347 ======================================================================================== Undistributed net investment income $ 40,157,282 $ 35,811,841 - ----------------------------------------------------------------------------------------
See accompanying notes to financial statements. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 33 NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Fund is a series of RiverSource Large Cap Series, Inc. and is registered under the Investment Company Act of 1940 (as amended) as a diversified, open-end management investment company. RiverSource Large Cap Series, Inc. has 10 billion authorized shares of capital stock that can be allocated among the separate series as designated by the Board. The Fund invests primarily in equity securities of companies with a market capitalization greater than $5 billion at the time of purchase. The Fund offers Class A, Class B, Class C, Class I and Class R4 shares. - - Class A shares are sold with a front-end sales charge. - - Class B shares may be subject to a contingent deferred sales charge (CDSC) and automatically convert to Class A shares during the ninth year of ownership. - - Class C shares may be subject to a CDSC. - - Class I and Class R4 shares have no sales charge and are offered only to qualifying institutional investors. Effective Dec. 11, 2006, the Board approved renaming Class Y as Class R4, terminating the shareholder servicing agreement, revising the fee structure under the transfer agent agreement from account-based to asset-based, and adopting a plan administration services agreement. At July 31, 2007, Ameriprise Financial, Inc. (Ameriprise Financial), the parent company of RiverSource Investments, LLC (the Investment Manager) and the affiliated funds-of-funds owned 100% of Class I shares. Effective Dec. 11, 2006, the Fund offers additional classes of shares, Class R2, Class R3 and Class R5, to certain institutional investors. These shares are sold without a front-end sales charge or CDSC. At July 31, 2007, Ameriprise Financial owned 100% of Class R2 and Class R3 shares. All classes of shares have identical voting, dividend and liquidation rights. Class specific expenses (e.g., distribution and service fees, transfer agency fees, plan administration fees) differ among classes. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses on investments are allocated to each class of shares based upon its relative net assets. - -------------------------------------------------------------------------------- 34 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT The Fund's significant accounting policies are summarized below: USE OF ESTIMATES Preparing financial statements that conform to U.S. generally accepted accounting principles requires management to make estimates (e.g., on assets, liabilities and contingent assets and liabilities) that could differ from actual results. VALUATION OF SECURITIES All securities are valued at the close of each business day. Securities traded on national securities exchanges or included in national market systems are valued at the last quoted sales price. Debt securities are generally traded in the over-the-counter market and are valued at a price that reflects fair value as quoted by dealers in these securities or by an independent pricing service. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. The procedures adopted by the Board of Directors of the funds generally contemplate the use of fair valuation in the event that price quotations or valuations are not readily available, price quotations or valuations from other sources are not reflective of market value and thus deemed unreliable, or a significant event has occurred in relation to a security or class of securities (such as foreign equities) that is not reflected in price quotations or valuations from other sources. A fair value price is a good faith estimate of the value of a security at a given point in time. Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore the closing prices for securities in such markets or on such exchanges may not fully reflect events that occur after such close but before the close of the New York Stock Exchange, including significant movements in the U.S. market after foreign exchanges have closed. Accordingly, in those situations, Ameriprise Financial will fair value foreign equity securities pursuant to procedures adopted by the Board of Directors of the funds, including utilizing a third party pricing service to determine these fair values. These procedures take into account multiple factors, including movements in the U.S. securities markets, to determine a good faith estimate that reasonably reflects the current market conditions as of the close of the New York Stock Exchange. Swap transactions are valued through an authorized pricing service, broker, or an internal model. Short-term securities maturing in more than 60 days from the valuation date are valued at the market price or approximate market value based on current interest rates; those maturing in 60 days or less are valued at amortized cost. ILLIQUID SECURITIES At July 31, 2007, investments in securities included issues that are illiquid which the Fund currently limits to 15% of net assets, at market value, at the time of purchase. Prior to July 12, 2007, the Fund limited the percent held in securities and other instruments that were illiquid to 10% of the Fund's net assets. The aggregate value of such securities at July 31, 2007 was $43,083,264 representing 0.68% of net assets. These securities may be valued at fair value according to - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 35 procedures approved, in good faith, by the Board. According to board guidelines, certain unregistered securities are determined to be liquid and are not included within the 15% limitation specified above. Assets are liquid if they can be sold or disposed of in the ordinary course of business within seven days at approximately the value at which the asset is valued by the Fund. OPTION TRANSACTIONS To produce incremental earnings, protect gains, and facilitate buying and selling of securities for investments, the Fund may buy and write options traded on any U.S. or foreign exchange or in the over-the-counter market where completing the obligation depends upon the credit standing of the other party. Cash collateral may be collected by the Fund to secure certain over-the-counter options trades. Cash collateral held by the Fund for such option trades must be returned to the counterparty upon closure, exercise or expiration of the contract. The Fund also may buy and sell put and call options and write covered call options on portfolio securities as well as write cash-secured put options. The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk of being unable to enter into a closing transaction if a liquid secondary market does not exist. Option contracts are valued daily at the closing prices on their primary exchanges and unrealized appreciation or depreciation is recorded. The Fund will realize a gain or loss when the option transaction expires or closes. When an option is exercised, the proceeds on sales for a written call option, the purchase cost for a written put option or the cost of a security for a purchased put or call option is adjusted by the amount of premium received or paid. FUTURES TRANSACTIONS To gain exposure to or protect itself from market changes, the Fund may buy and sell financial futures contracts traded on any U.S. or foreign exchange. The Fund also may buy and write put and call options on these futures contracts. Risks of entering into futures contracts and related options include the possibility of an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities. Futures are valued daily based upon the last sale price at the close of market on the principal exchange on which they are traded. Upon entering into a futures contract, the Fund is required to deposit either cash or securities in an amount (initial margin) equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Fund each day. The variation margin payments are equal to the daily changes in the contract value and are - -------------------------------------------------------------------------------- 36 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT recorded as unrealized gains and losses. The Fund recognizes a realized gain or loss when the contract is closed or expires. FOREIGN CURRENCY TRANSLATIONS AND FORWARD FOREIGN CURRENCY CONTRACTS Securities and other assets and liabilities denominated in foreign currencies are translated daily into U.S. dollars. Foreign currency amounts related to the purchase or sale of securities and income and expenses are translated at the exchange rate on the transaction date. The effect of changes in foreign exchange rates on realized and unrealized security gains or losses is reflected as a component of such gains or losses. In the statement of operations, net realized gains or losses from foreign currency transactions, if any, may arise from sales of foreign currency, closed forward contracts, exchange gains or losses realized between the trade date and settlement date on securities transactions, and other translation gains or losses on dividends, interest income and foreign withholding taxes. At July 31, 2007, foreign currency holdings consisted of multiple denominations, primarily European monetary units. The Fund may enter into forward foreign currency exchange contracts for operational purposes. The net U.S. dollar value of foreign currency underlying all contractual commitments held by the Fund and the resulting unrealized appreciation or depreciation are determined using foreign currency exchange rates from an independent pricing service. The Fund is subject to the credit risk that the other party will not complete its contract obligations. TOTAL RETURN EQUITY SWAP TRANSACTIONS The Fund may enter into swap agreements to earn the total return on a specified security, basket of securities or security indexes during the specified period, in return for periodic payments based on a fixed or variable interest rate of the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or market. Under the terms of a total return equity swap agreement, payments made by the Fund or the counterparty are based on the total return of a particular reference asset or assets (such as an equity security, a combination of such securities, or an index). That is, one party agrees to pay another party the return on a stock, basket of stocks, or stock index in return for a specified interest rate. The notional amounts of swap contracts are not recorded in the financial statements. Swap contracts are valued daily, and the change in value is recorded as unrealized appreciation (depreciation) until the termination of the swap, at which time realized gain (loss) is recorded. Payments received or made are recorded as realized gains (losses). Swap agreements may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. It may not be possible for the Fund to initiate a transaction or liquidate a position at an advantageous time or price, which may - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 37 result in significant losses. Total return swaps are subject to the risk associated with the investment in the underlying securities and also the risk of the counterparty not fulfilling its obligations under the agreement. GUARANTEES AND INDEMNIFICATIONS Under the Fund's organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, certain of the Fund's contracts with its service providers contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown since the amount of any future claims that may be made against the Fund cannot be determined and the Fund has no historical basis for predicting the likelihood of any such claims. FEDERAL TAXES The Fund's policy is to comply with Subchapter M of the Internal Revenue Code that applies to regulated investment companies and to distribute substantially all of its taxable income to shareholders. No provision for income or excise taxes is thus required. Net investment income (loss) and net realized gains (losses) may differ for financial statement and tax purposes primarily because of deferred losses on certain futures contracts, the recognition of certain foreign currency gains (losses) as ordinary income (loss) for tax purposes and losses deferred due to "wash sale" transactions. The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains (losses) were recorded by the Fund. On the statement of assets and liabilities, as a result of permanent book-to-tax differences, undistributed net investment income has been increased by $2,677,324 and accumulated net realized gain has been increased by $11,327,457 resulting in a net reclassification adjustment to decrease paid-in capital by $14,004,781. - -------------------------------------------------------------------------------- 38 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT The tax character of distributions paid for the years indicated is as follows:
YEAR ENDED JULY 31, 2007 2006 - ---------------------------------------------------------------------------- CLASS A Distributions paid from: Ordinary income............................ $114,060,835 $8,339,131 Long-term capital gain..................... 62,484,767 -- CLASS B Distributions paid from: Ordinary income............................ 16,848,997 -- Long-term capital gain..................... 13,813,837 -- CLASS C Distributions paid from: Ordinary income............................ 538,139 -- Long-term capital gain..................... 414,627 -- CLASS I Distributions paid from: Ordinary income............................ 2,846,125 656,302 Long-term capital gain..................... 1,317,241 -- CLASS R2* Distributions paid from: Ordinary income............................ 123 N/A Long-term capital gain..................... 57 N/A CLASS R3* Distributions paid from: Ordinary income............................ 124 N/A Long-term capital gain..................... 57 N/A CLASS R4** Distributions paid from: Ordinary income............................ 12,499,767 1,124 Long-term capital gain..................... 6,787,896 -- CLASS R5* Distributions paid from: Ordinary income............................ 603,320 N/A Long-term capital gain..................... 279,358 N/A
* For the period from Dec. 11, 2006 (inception date) to July 31, 2007. ** Effective Dec. 11, 2006, Class Y was renamed R4. At July 31, 2007, the components of distributable earnings on a tax basis are as follows: Undistributed ordinary income............................ $ 231,790,951 Undistributed accumulated long-term gain................. $ 303,447,508 Accumulated realized loss................................ $(158,388,854) Unrealized appreciation (depreciation)................... $ 414,629,741
- -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 39 RECENT ACCOUNTING PRONOUNCEMENTS On Sept. 20, 2006, the Financial Accounting Standards Board (FASB) released Statement of Financial Accounting Standards No. 157 "Fair Value Measurements" (SFAS 157). SFAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of SFAS 157 is required for fiscal years beginning after Nov. 15, 2007 and interim periods within those fiscal years. The impact of SFAS 157 on the Fund's financial statements is being evaluated. In June 2006, the FASB issued FASB Interpretation 48 (FIN 48), "Accounting for Uncertainty in Income Taxes." FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement 109, "Accounting for Income Taxes." FIN 48 prescribes a two-step process to recognize and measure a tax position taken or expected to be taken in a tax return. The first step is to determine whether a tax position has met the more-likely-than-not recognition threshold and the second step is to measure a tax position that meets the threshold to determine the amount of benefit to recognize. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after Dec. 15, 2006. Tax positions of the Fund are being evaluated to determine the impact, if any, to the Fund. The adoption of FIN 48 is not anticipated to have a material impact on the Fund. DIVIDENDS TO SHAREHOLDERS An annual dividend from net investment income, declared and paid at the end of the calendar year, when available, is reinvested in additional shares of the Fund at net asset value or payable in cash. Capital gains, when available, are distributed along with the income dividend. On March 7, 2006, an additional dividend was paid before the merger (see Note 12) to ensure that current shareholders of RiverSource Large Cap Equity Fund would not experience a dilution in their share of the Fund's income or capital gains. OTHER Security transactions are accounted for on the date securities are purchased or sold. Dividend income is recognized on the ex-dividend date and interest income, including amortization of premium, market discount and original issue discount using the effective interest method, is accrued daily. 2. EXPENSES AND SALES CHARGES Under an Investment Management Services Agreement, the Investment Manager determines which securities will be purchased, held or sold. The management fee is a percentage of the Fund's average daily net assets that declines from 0.60% to 0.375% annually as the Fund's assets increase. The fee may be adjusted upward or downward by a performance incentive adjustment based on a comparison of the performance of Class A shares of the Fund to the Lipper Large-Cap Core Funds - -------------------------------------------------------------------------------- 40 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT Index. In certain circumstances, the Board may approve a change in the index. The maximum adjustment is 0.12% per year. If the performance difference is less than 0.50%, the adjustment will be zero. The adjustment increased the fee by $788,515 for the year ended July 31, 2007. The management fee for the year ended July 31, 2007, was 0.55% of the Fund's average daily net assets, including an adjustment under the terms of the performance incentive arrangement. Under an Administrative Services Agreement, the Fund pays Ameriprise Financial a fee for administration and accounting services at a percentage of the Fund's average daily net assets that declines from 0.06% to 0.03% annually as the Fund's assets increase. Other expenses in the amount of $54,037 are for, among other things, certain expenses of the Fund or the Board including: Fund boardroom and office expense, employee compensation, employee health and retirement benefits, and certain other expenses. Payment of these Fund and Board expenses is facilitated by a company providing limited administrative services to the Fund and the Board. Compensation of Board members includes, for a former Board Chair, compensation as well as retirement benefits. Certain other aspects of a former Board Chair's compensation, including health benefits and payment of certain other expenses, are included under other expenses. Under a Deferred Compensation Plan (the Plan), non-interested board members may defer receipt of their compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of the Fund or other RiverSource funds. The Fund's liability for these amounts is adjusted for market value changes and remains in the Fund until distributed in accordance with the Plan. Professional fees include fees paid by the Fund for legal services and independent registered public accounting firm services. Under a Transfer Agency Agreement, RiverSource Service Corporation (the Transfer Agent) maintains shareholder accounts and records. The Fund pays the Transfer Agent an annual fee per shareholder account for this service as follows: - - Class A $19.50 - - Class B $20.50 - - Class C $20.00 Effective Dec. 11, 2006, as part of the Board's approval to rename Class Y as R4, the fee structure under the Transfer Agency Agreement was revised from an account-based fee for Class Y to an asset-based fee for Class R4. The Fund pays the Transfer Agent an annual asset-based fee at a rate of 0.05% of the Fund's average daily net assets attributable to Class R4 shares. Prior to Dec. 11, 2006, the - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 41 Fund paid the Transfer Agent an annual account-based fee of $17.50 per shareholder account. In addition, the Fund pays the Transfer Agent an annual asset-based fee at a rate of 0.05% of the Fund's average daily net assets attributable to Class R2, Class R3 and Class R5 shares. Prior to Dec. 11, 2006, Class I paid a transfer agency fee at an annual rate per shareholder account of $1. Effective Dec. 11, 2006, this fee was eliminated. The Transfer Agent charges an annual fee of $5 per inactive account, charged on a pro rata basis for 12 months from the date the account becomes inactive. These fees are included in the transfer agency fees on the statement of operations. The Fund has agreements with Ameriprise Financial Services, Inc. and RiverSource Distributors, Inc. (collectively, the Distributor) for distribution and shareholder services. Under a Plan and Agreement of Distribution pursuant to Rule 12b-1, the Fund pays a fee at an annual rate of up to 0.25% of the Fund's average daily net assets attributable to Class A and Class R3 shares, a fee at an annual rate of up to 0.50% of the Fund's average daily net assets attributable to Class R2 shares and a fee at an annual rate of up to 1.00% of the Fund's average daily net assets attributable to Class B and Class C shares. Effective Dec. 11, 2006, a Plan Administration Services Agreement was adopted for the restructured Class R4 and the introduction of Class R2 and Class R3. The fee is calculated at a rate of 0.25% of the Fund's average daily net assets attributable to Class R2, Class R3 and Class R4 shares. Prior to Dec. 11, 2006, under a Shareholder Service Agreement, the Fund paid the Distributor a fee for service provided to shareholders by the Distributor and other servicing agents with respect to Class Y shares. The fee was calculated at a rate of 0.10% of the Fund's average daily net assets attributable to Class Y shares. Effective Dec. 11, 2006, this agreement was terminated. Sales charges received by the Distributor for distributing Fund shares were $3,512,380 for Class A, $1,079,819 for Class B and $4,228 for Class C for the year ended July 31, 2007. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the funds in which it invests (also referred to as "acquired funds"), including affiliated and non- affiliated pooled investment vehicles (including mutual funds and exchange traded funds). Because the acquired funds have varied expense and fee levels and the Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. For the year ended July 31, 2007, the Investment Manager and its affiliates waived certain fees and expenses such that net expenses (excluding fees and expenses of - -------------------------------------------------------------------------------- 42 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT acquired funds), before giving effect to any performance incentive adjustment, were 0.89% for Class R4. Of these waived fees and expenses, the transfer agency fees waived for Class R4 were $48,166. Effective Dec. 11, 2006, with the renaming of Class Y as Class R4, the Investment Manager and its affiliates contractually agreed to waive certain fees and expenses until July 31, 2007, unless sooner terminated at the discretion of the Board, such that net expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment, will not exceed 0.90% for Class R4. Effective Aug. 1, 2007, the Investment Manager and its affiliates have contractually agreed to waive certain fees and expenses such that net expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment, will not exceed 1.05% for Class A, 1.81% for Class B, 1.81% for Class C, 0.67% for Class I, 1.47% for Class R2, 1.22% for Class R3, 0.90% for Class R4 and 0.72% for Class R5 of the Fund's average daily net assets, until July 31, 2008, unless sooner terminated at the discretion of the Board. During the year ended July 31, 2007, the Fund's custodian and transfer agency fees were reduced by $909,145 as a result of earnings and bank fee credits from overnight cash balances. The Fund also pays custodian fees to Ameriprise Trust Company, an affiliate of Ameriprise Financial. 3. SECURITIES TRANSACTIONS Cost of purchases and proceeds from sales of securities (other than short-term obligations) aggregated $4,555,072,901 and $7,162,685,066, respectively, for the year ended July 31, 2007. Realized gains and losses are determined on an identified cost basis. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 43 4. CAPITAL SHARE TRANSACTIONS Transactions in shares of capital stock for the years indicated are as follows:
YEAR ENDED JULY 31, 2007 ISSUED FOR REINVESTED NET SOLD DISTRIBUTIONS REDEEMED INCREASE (DECREASE) - ---------------------------------------------------------------------------------------------- Class A 59,268,105 29,154,657 (265,432,267) (177,009,505) Class B 9,841,913 5,262,317 (95,077,518) (79,973,288) Class C 475,544 162,555 (1,886,761) (1,248,662) Class I 2,660,792 705,595 (11,591,197) (8,224,810) Class R2* 822 -- -- 822 Class R3* 822 -- -- 822 Class R4** 4,699,528 3,241,602 (149,629,106) (141,687,976) Class R5* 4,421,287 149,070 (417,304) 4,153,053 - ----------------------------------------------------------------------------------------------
YEAR ENDED JULY 31, 2006 ISSUED FOR REINVESTED NET SOLD FUND MERGER DISTRIBUTIONS REDEEMED INCREASE (DECREASE) - ---------------------------------------------------------------------------------------------------------- Class A 81,619,158 924,673,877 1,513,462 (193,098,401) 814,708,096 Class B 9,503,444 234,448,180 -- (114,705,720) 129,245,904 Class C 489,203 5,852,776 -- (1,551,449) 4,790,530 Class I 5,125,399 17,647,385 120,911 (11,535,888) 11,357,807 Class R4** 3,501,543 232,656,314 196 (40,622,509) 195,535,544 - ----------------------------------------------------------------------------------------------------------
* For the period from Dec. 11, 2006 (inception date) to July 31, 2007. ** Effective Dec. 11, 2006, Class Y was renamed Class R4. - -------------------------------------------------------------------------------- 44 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 5. FORWARD FOREIGN CURRENCY CONTRACTS At July 31, 2007, the Fund had forward foreign currency exchange contracts that obligate it to deliver currencies at specified future dates. The unrealized appreciation and/or depreciation on these contracts is included in the accompanying financial statements. See "Summary of significant accounting policies." The terms of the open contracts are as follows:
CURRENCY TO CURRENCY TO UNREALIZED UNREALIZED EXCHANGE DATE BE DELIVERED BE RECEIVED APPRECIATION DEPRECIATION - ---------------------------------------------------------------------------------------------------- Aug. 17, 2007 32,215,655 65,851,054 $ 430,584 $-- British Pound U.S. Dollar Aug. 17, 2007 37,500,000 76,667,625 516,213 -- British Pound U.S. Dollar Aug. 2, 2007 4,568,557 6,251,371 532 -- European Monetary Unit U.S. Dollar Aug. 30, 2007 23,000,000 31,550,871 47,008 -- European Monetary Unit U.S. Dollar Aug. 30, 2007 23,198,018 31,828,841 53,746 -- European Monetary Unit U.S. Dollar Aug. 30, 2007 244,271 178,790 354 -- U.S. Dollar European Monetary Unit - ---------------------------------------------------------------------------------------------------- Total $1,048,437 $-- - ----------------------------------------------------------------------------------------------------
6. STOCK INDEX FUTURES CONTRACTS At July 31, 2007, investments in securities included securities valued at $4,681,241 that were pledged as collateral to cover initial margin deposits on 50 open purchase contracts. The notional market value of the open purchase contracts at July 31, 2007 was $18,273,750 with a net unrealized loss of $1,112,039. See "Summary of significant accounting policies" and "Notes to investments in securities." 7. LENDING OF PORTFOLIO SECURITIES In order to generate additional income, the Fund may lend securities representing up to one-third of the value of its total assets (which includes collateral for securities on loan) to broker-dealers, banks, or other institutional borrowers of securities. The Fund receives collateral in the form of cash and U.S. government securities, equal to at least 100% of the value of securities loaned, which is marked to the market value of the loaned securities daily until the securities are returned, e.g., if the value of the securities on loan increases, additional cash collateral is provided by the borrower. The Investment Manager serves as securities lending agent for the Fund under the investment management services agreement pursuant to which the Fund has agreed to reimburse the Investment Manager for expenses incurred by it in connection with the lending program, and pursuant to guidelines - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 45 adopted by and under the oversight of the Board. At July 31, 2007, securities valued at $35,122,521 were on loan to brokers. For collateral, the Fund received $38,203,000 in cash. Cash collateral received is invested in an affiliated money market fund and short-term securities, including U.S. government securities or other high-grade debt obligations, which are included in the "Investments in securities." Income from securities lending amounted to $782,450 for the year ended July 31, 2007. Expenses paid to the Investment Manager were $18,712 for the year ended July 31, 2007, which are included in other expenses on the statement of operations. The risks to the Fund of securities lending are that the borrower may not provide additional collateral when required or return the securities when due. 8. OPTIONS CONTRACTS WRITTEN Contracts and premiums associated with options contracts written are as follows:
YEAR ENDED JULY 31, 2007 CALLS CONTRACTS PREMIUMS - ----------------------------------------------------------------------------- Balance July 31, 2006 1,954 $4,297,846 Opened 68,074 7,829,903 Closed (20,401) (6,508,617) Expired (21,744) (1,665,240) - ----------------------------------------------------------------------------- Balance July 31, 2007 27,883 $3,953,892 - -----------------------------------------------------------------------------
YEAR ENDED JULY 31, 2007 PUTS CONTRACTS PREMIUMS - ----------------------------------------------------------------------------- Balance July 31, 2006 -- $ -- Opened 33,750 4,286,250 Closed (13,111) (1,665,097) - ----------------------------------------------------------------------------- Balance July 31, 2007 20,639 $2,621,153 - -----------------------------------------------------------------------------
See "Summary of significant accounting policies." - -------------------------------------------------------------------------------- 46 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 9. SWAP CONTRACTS At July 31, 2007, the Fund had the following open total return equity swap contracts:
UNREALIZED TERMINATION NOTIONAL APPRECIATION DATE AMOUNT (DEPRECIATION) - ---------------------------------------------------------------------------------- Receive total return on a basket of large cap industrial securities and pay a floating rate based on 1-month LIBOR plus 0.20%. Counterparty: Citigroup May 7, 2008 $11,720,000 $ (741,804) Receive total return on a basket of large cap health care securities and pay a floating rate based on 1-month LIBOR plus 0.20%. Counterparty: Merrill Lynch Oct. 12, 2007 13,210,000 (768,541) - ---------------------------------------------------------------------------------- Total $(1,510,345) - ----------------------------------------------------------------------------------
10. AFFILIATED MONEY MARKET FUND The Fund may invest its daily cash balance in RiverSource Short-Term Cash Fund, a money market fund established for the exclusive use of the RiverSource funds and other institutional clients of RiverSource Investments. Cost of purchases and proceeds from sales aggregated $4,414,608,149 and $4,181,218,017, respectively, for the year ended July 31, 2007. 11. BANK BORROWINGS The Fund has a revolving credit agreement with a syndicate of banks headed by JPMorgan Chase Bank, N.A. (JPMCB), whereby the Fund may borrow for the temporary funding of shareholder redemptions or for other temporary or emergency purposes. The agreement went into effect Sept. 19, 2006. The Fund must maintain asset coverage for borrowings of at least 300%. The agreement, which enables the Fund to participate with other RiverSource funds, permits borrowings up to $500 million, collectively. Interest is charged to each Fund based on its borrowings at a rate equal to either the higher of the Federal Funds Effective Rate plus 0.40% or the JPMCB Prime Commercial Lending Rate. Borrowings are payable within 60 days after such loan is executed. The Fund also pays a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.06% per annum. Prior to this agreement, the Fund paid a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.07% per annum. The Fund had no borrowings under the facility outstanding during the year ended July 31, 2007. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 47 12. FUND MERGER At the close of business on March 10, 2006, RiverSource Large Cap Equity Fund acquired the assets and assumed the identified liabilities of RiverSource New Dimensions Fund. The reorganization was completed after shareholders approved the plan on Feb. 15, 2006. The aggregate net assets of RiverSource Large Cap Equity Fund immediately before the acquisition were $1,392,594,683 and the combined net assets immediately after the acquisition were $9,137,908,732. The merger was accomplished by a tax-free exchange of 400,881,844 shares of RiverSource New Dimensions Fund valued at $7,745,314,049. In exchange for the RiverSource New Dimensions Fund shares and net assets, RiverSource Large Cap Equity Fund issued the following number of shares:
SHARES - -------------------------------------------------------------------------- Class A 924,673,877 Class B 234,448,180 Class C 5,852,776 Class I 17,647,385 Class Y 232,656,314 - --------------------------------------------------------------------------
RiverSource New Dimensions Fund's net assets after adjustments for any permanent book-to-tax differences at the merger date were as follows, which include the following amounts of capital stock, unrealized appreciation, accumulated net realized loss and undistributed net income.
ACCUMULATED TOTAL NET CAPITAL UNREALIZED NET REALIZED UNDISTRIBUTED ASSETS STOCK APPRECIATION LOSS NET INCOME - ---------------------------------------------------------------------------------------------------------------- RiverSource New Dimensions Fund $7,745,314,049 $7,385,408,991 $472,802,551 $(112,899,579) $2,086 - ----------------------------------------------------------------------------------------------------------------
13. CAPITAL LOSS CARRY-OVER For federal income tax purposes, the Fund had a capital loss carry-over of $158,388,854 at July 31, 2007, that if not offset by capital gains will expire as follows:
2008 2009 2010 2011 $51,243,861 $70,190,395 $24,231,893 $12,722,705
RiverSource Large Cap Equity Fund acquired $33,183,702 of capital loss carry- overs in connection with the RiverSource New Dimensions Fund merger (Note 12) as well as capital loss carry-overs acquired as a result of prior mergers. In addition to the acquired capital loss carry-overs, the Fund also acquired unrealized capital gains as a result of the mergers. The yearly utilization of the acquired capital - -------------------------------------------------------------------------------- 48 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT losses as well as the utilization of the acquired unrealized gains is limited by the Internal Revenue Code. It is unlikely the Board will authorize a distribution of any net realized capital gains until the available capital loss carry-over has been offset or expires. 14. INFORMATION REGARDING PENDING AND SETTLED LEGAL PROCEEDINGS In June 2004, an action captioned John E. Gallus et al. v. American Express Financial Corp. and American Express Financial Advisors Inc., was filed in the United States District Court for the District of Arizona. The plaintiffs allege that they are investors in several American Express Company mutual funds and they purport to bring the action derivatively on behalf of those funds under the Investment Company Act of 1940. The plaintiffs allege that fees allegedly paid to the defendants by the funds for investment advisory and administrative services are excessive. The plaintiffs seek remedies including restitution and rescission of investment advisory and distribution agreements. The plaintiffs voluntarily agreed to transfer this case to the United States District Court for the District of Minnesota. In response to defendants' motion to dismiss the complaint, the Court dismissed one of plaintiffs' four claims and granted plaintiffs limited discovery. Defendants moved for summary judgment in April 2007. Summary judgment was granted in the defendants' favor on July 9, 2007. The plaintiffs may file a notice of appeal with the Eighth Circuit Court of Appeals within 30 days from the date of judgment. In December 2005, without admitting or denying the allegations, American Express Financial Corporation (AEFC, which is now known as Ameriprise Financial, Inc. (Ameriprise Financial)), the parent company of RiverSource Investments, LLC (RiverSource Investments), entered into settlement agreements with the Securities and Exchange Commission (SEC) and Minnesota Department of Commerce (MDOC) related to market timing activities. In connection with these matters, the SEC and MDOC issued orders (the Orders) alleging that AEFC violated certain provisions of the federal and Minnesota securities laws by failing to adequately disclose market timing activities by allowing certain identified market timers to continue to market time contrary to disclosures in mutual fund and variable annuity product prospectuses. The Orders also alleged that AEFC failed to implement procedures to detect and prevent market timing in 401(k) plans for employees of AEFC and related companies and failed to adequately disclose that there were no such procedures. Pursuant to the MDOC Order, the MDOC also alleged that AEFC allowed inappropriate market timing to occur by failing to have written policies and procedures and failing to properly supervise its employees. As a result of the Orders, AEFC was censured and ordered to cease and desist from committing or causing any violations of certain provisions of the Investment Advisers Act of 1940, the Investment Company Act of 1940, and various - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 49 Minnesota laws. Pursuant to the terms of the Orders, AEFC agreed to pay disgorgement of $10 million and civil money penalties of $7 million. AEFC also agreed to make presentations at least annually to its board of directors and the relevant mutual funds' board that include an overview of policies and procedures to prevent market timing, material changes to these policies and procedures and whether disclosures related to market timing are consistent with the SEC order and federal securities laws. AEFC also agreed to retain an independent distribution consultant to assist in developing a plan for distribution of all disgorgement and civil penalties ordered by the SEC in accordance with various undertakings detailed at http://www.sec.gov/litigation/admin/ia-2451.pdf. In addition, AEFC agreed to complete and submit to the MDOC a compliance review of its procedures regarding market timing within one year of the MDOC Order, including a summary of actions taken to ensure compliance with applicable laws and regulations and certification by a senior officer regarding compliance and supervisory procedures. Ameriprise Financial and its affiliates have cooperated with the SEC and the MDOC in these legal proceedings, and have made regular reports to the RiverSource Funds' Boards of Directors/Trustees. Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the Funds are not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds. Ameriprise Financial is required to make 10-Q, 10-K and, as necessary, 8-K filings with the Securities and Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov. There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares or other adverse consequences to the Funds. Further, although we believe proceedings are not likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds, these proceedings are subject to uncertainties and, as such, we are unable to estimate the possible loss or range of loss that may result. An adverse outcome in one or more of these proceedings could result in adverse judgments, settlements, fines, penalties or other relief that could have a material adverse effect on the consolidated financial condition or results of operations of Ameriprise Financial. - -------------------------------------------------------------------------------- 50 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 15. FINANCIAL HIGHLIGHTS The tables below show certain important financial information for evaluating the Fund's results. CLASS A
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.40 $5.26 $4.64 $4.53 $4.11 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .06(b) .06 .04 .01 .01 Net gains (losses) (both realized and unrealized) .79 .12 .61 .32 .41 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .85 .18 .65 .33 .42 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.06) (.04) (.02) -- -- Distributions from realized gains (.14) -- (.01) (.22) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.20) (.04) (.03) (.22) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $6.05 $5.40 $5.26 $4.64 $4.53 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $5,039 $5,461 $1,030 $1,248 $83 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.09% 1.06% 1.11%(e) 1.20%(e) 1.25%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .99% 1.08% .79% .36% .24% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% 116% 128% 99% 135% - ----------------------------------------------------------------------------------------------------------- Total return(f) 15.79% 3.51% 13.99% 7.19% 10.22% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class A would have been 1.16%, 1.23% and 1.84% for the years ended July 31, 2005, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 51 CLASS B
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.29 $5.15 $4.56 $4.48 $4.10 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .01(b) .02 -- (.01) (.01) Net gains (losses) (both realized and unrealized) .76 .12 .60 .31 .39 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .77 .14 .60 .30 .38 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.01) -- -- -- -- Distributions from realized gains (.14) -- (.01) (.22) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.15) (.01) (.22) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.91 $5.29 $5.15 $4.56 $4.48 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $833 $1,169 $472 $572 $36 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.86% 1.84% 1.88%(e) 1.95%(e) 2.01%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .23% .28% .02% (.46%) (.52%) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% 116% 128% 99% 135% - ----------------------------------------------------------------------------------------------------------- Total return(f) 14.71% 2.72% 13.09% 6.48% 9.27% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class B would have been 1.93%, 1.98% and 2.60% for the years ended July 31, 2005, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- 52 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT CLASS C
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.30 $5.16 $4.57 $4.49 $4.10 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .01(b) .02 -- (.01) (.01) Net gains (losses) (both realized and unrealized) .77 .12 .60 .31 .40 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .78 .14 .60 .30 .39 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.02) -- -- -- -- Distributions from realized gains (.14) -- (.01) (.22) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.16) -- (.01) (.22) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.92 $5.30 $5.16 $4.57 $4.49 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $32 $35 $9 $11 $2 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.86% 1.84% 1.88%(e) 1.98%(e) 2.01%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .23% .28% .02% (.43%) (.53%) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% 116% 128% 99% 135% - ----------------------------------------------------------------------------------------------------------- Total return(f) 14.80% 2.71% 13.06% 6.46% 9.51% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class C would have been 1.93%, 2.01% and 2.60% for the years ended July 31, 2005, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 53 CLASS I
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004(B) Net asset value, beginning of period $5.44 $5.31 $4.67 $5.08 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .09(c) .10 .05 -- Net gains (losses) (both realized and unrealized) .78 .12 .63 (.28) - ----------------------------------------------------------------------------------------------------------- Total from investment operations .87 .22 .68 (.28) - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) (.09) (.03) -- Distributions from realized gains (.14) -- (.01) (.13) - ----------------------------------------------------------------------------------------------------------- Total distributions (.22) (.09) (.04) (.13) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $6.09 $5.44 $5.31 $4.67 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $68 $105 $43 $14 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) .63% .59% .65%(f) .71%(f),(g) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.44% 1.53% 1.24% .74%(g) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% 116% 128% 99% - ----------------------------------------------------------------------------------------------------------- Total return(h) 16.13% 4.06% 14.64% (5.65%)(i) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from March 4, 2004 (inception date) to July 31, 2004. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (f) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class I would have been 0.70% and 0.72% for the periods ended July 31, 2005 and 2004, respectively. (g) Adjusted to an annual basis. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- 54 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT CLASS R2
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $6.08 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .03(c) Net gains (losses) (both realized and unrealized) .19 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .22 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) Distributions from realized gains (.14) - ----------------------------------------------------------------------------------------------------------- Total distributions (.22) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $6.08 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) 1.44%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .67%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% - ----------------------------------------------------------------------------------------------------------- Total return(g) 3.71%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 55 CLASS R3
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $6.08 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .04(c) Net gains (losses) (both realized and unrealized) .19 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .23 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) Distributions from realized gains (.14) - ----------------------------------------------------------------------------------------------------------- Total distributions (.22) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $6.09 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) 1.19%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .92%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% - ----------------------------------------------------------------------------------------------------------- Total return(g) 3.88%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- 56 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT CLASS R4*
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.47 $5.28 $4.66 $4.54 $4.11 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .07(b) .09 .04 .01 .01 Net gains (losses) (both realized and unrealized) .79 .12 .61 .34 .42 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .86 .21 .65 .35 .43 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.06) (.02) (.02) (.01) -- Distributions from realized gains (.14) -- (.01) (.22) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.20) (.02) (.03) (.23) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $6.13 $5.47 $5.28 $4.66 $4.54 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $330 $1,069 $-- $8 $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) .89%(e) .81% .90%(e) 1.00%(e) 1.07%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.14% 1.41% 1.08% .50% .45% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% 116% 128% 99% 135% - ----------------------------------------------------------------------------------------------------------- Total return(f) 15.80% 4.03% 14.06% 7.44% 10.46% - -----------------------------------------------------------------------------------------------------------
* Effective Dec. 11, 2006, Class Y was renamed Class R4. (a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class R4 would have been 0.90%, 0.95%, 1.03% and 1.66% for the years ended July 31, 2007, 2005, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 57 CLASS R5
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $6.08 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .06(c) Net gains (losses) (both realized and unrealized) .19 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .25 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) Distributions from realized gains (.14) - ----------------------------------------------------------------------------------------------------------- Total distributions (.22) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $6.11 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $25 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) .70%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.44%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 66% - ----------------------------------------------------------------------------------------------------------- Total return(g) 4.24%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expenses ratios. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- 58 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF RIVERSOURCE LARGE CAP EQUITY FUND: We have audited the accompanying statement of assets and liabilities, including the schedule of investments in securities, of RiverSource Large Cap Equity Fund (the Fund), one of the portfolios constituting the RiverSource Large Cap Series, Inc. as of July 31, 2007, and the related statement of operations, statement of changes in net assets and financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The financial statements and financial highlights of the Fund for the periods presented through July 31, 2006, were audited by other auditors whose report dated September 20, 2006, expressed an unqualified opinion on those financial statements and financial highlights. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audit provides a reasonable basis for our opinion. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT 59 In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of RiverSource Large Cap Equity Fund of the RiverSource Large Cap Series, Inc. at July 31, 2007, the results of its operations, changes in its net assets, and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles. Ernst & Young LLP Minneapolis, Minnesota September 20, 2007 - -------------------------------------------------------------------------------- 60 RIVERSOURCE LARGE CAP EQUITY FUND -- 2007 ANNUAL REPORT INVESTMENTS IN SECURITIES JULY 31, 2007 (Percentages represent value of investments compared to net assets)
COMMON STOCKS (96.2%) ISSUER SHARES VALUE(A) AEROSPACE & DEFENSE (4.5%) Boeing 6,447 $666,813 DRS Technologies 2,789 146,032 General Dynamics 2,582 202,842 Goodrich 9,589 603,244 Honeywell Intl 17,597 1,012,004 L-3 Communications Holdings 3,064 298,924 Lockheed Martin 5,964 587,335 Northrop Grumman 4,684 356,452 United Technologies 5,568 406,297 --------------- Total 4,279,943 - ----------------------------------------------------------------------------------- BEVERAGES (1.0%) Coca-Cola 8,595 447,885 Constellation Brands Cl A 4,720(b) 103,510 PepsiCo 6,385 418,984 --------------- Total 970,379 - ----------------------------------------------------------------------------------- BIOTECHNOLOGY (0.2%) Amgen 1,838(b) 98,775 Biogen Idec 1,547(b) 87,467 --------------- Total 186,242 - ----------------------------------------------------------------------------------- BUILDING PRODUCTS (0.3%) Masco 10,324 280,916 - ----------------------------------------------------------------------------------- CAPITAL MARKETS (4.5%) Bank of New York Mellon 11,455 487,410 Blackstone Group LP 3,109(b) 74,647 Franklin Resources 769 97,948 Goldman Sachs Group 1,473 277,425 KKR Private Equity Investors LP Unit 6,910(f) 139,582 Lehman Brothers Holdings 15,639 969,617 Merrill Lynch & Co 12,083 896,559 Morgan Stanley 14,248 910,020 Oaktree Capital Group LLC Cl A Unit 5,000(b,d,f) 165,000
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) CAPITAL MARKETS (CONT.) State Street 2,245 $150,482 T Rowe Price Group 3,050 158,997 --------------- Total 4,327,687 - ----------------------------------------------------------------------------------- CHEMICALS (1.4%) Ashland 1,544 94,277 Dow Chemical 16,564 720,202 Eastman Chemical 2,941 202,400 EI du Pont de Nemours & Co 7,718 360,662 --------------- Total 1,377,541 - ----------------------------------------------------------------------------------- COMMERCIAL BANKS (2.9%) Fifth Third Bancorp 2,535 93,516 PNC Financial Services Group 4,848 323,119 US Bancorp 15,502 464,285 Wachovia 20,008 944,578 Wells Fargo & Co 28,487 962,006 --------------- Total 2,787,504 - ----------------------------------------------------------------------------------- COMMERCIAL SERVICES & SUPPLIES (0.1%) Avery Dennison 1,476 90,538 - ----------------------------------------------------------------------------------- COMMUNICATIONS EQUIPMENT (1.8%) Alcatel-Lucent 1,757(c) 20,915 Avaya 7,369(b) 121,883 Cisco Systems 16,245(b) 469,642 Motorola 16,946 287,913 Nokia ADR 10,661(c) 305,331 QUALCOMM 3,666 152,689 Telefonaktiebolaget LM Ericsson ADR 8,533(c) 319,220 --------------- Total 1,677,593 - ----------------------------------------------------------------------------------- COMPUTERS & PERIPHERALS (2.4%) Dell 4,296(b) 120,159 Hewlett-Packard 20,636 949,875 Intl Business Machines 9,297 1,028,713 SanDisk 3,587(b) 192,371 --------------- Total 2,291,118 - -----------------------------------------------------------------------------------
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 15
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) CONSTRUCTION & ENGINEERING (0.3%) Fluor 1,043 $120,477 KBR 4,350(b) 139,591 --------------- Total 260,068 - ----------------------------------------------------------------------------------- CONSUMER FINANCE (1.7%) American Express 7,325 428,806 Capital One Financial 14,068 995,451 Discover Financial Services 7,124(b) 164,208 --------------- Total 1,588,465 - ----------------------------------------------------------------------------------- CONTAINERS & PACKAGING (0.2%) Temple-Inland 3,231 187,818 - ----------------------------------------------------------------------------------- DIVERSIFIED FINANCIAL SERVICES (8.8%) Bank of America 69,616 3,301,190 Citigroup 69,372 3,230,654 JPMorgan Chase & Co 42,155 1,855,242 --------------- Total 8,387,086 - ----------------------------------------------------------------------------------- DIVERSIFIED TELECOMMUNICATION SERVICES (4.8%) AT&T 56,056 2,195,152 Citizens Communications 8,884 128,196 Deutsche Telekom 11,032(c) 189,588 Embarq 1,607 99,297 Verizon Communications 43,990 1,874,854 Windstream 8,592 118,226 --------------- Total 4,605,313 - ----------------------------------------------------------------------------------- ELECTRIC UTILITIES (3.1%) Entergy 5,925 592,263 Exelon 11,283 791,503 FPL Group 3,269 188,719 Hawaiian Electric Inds 5,919 135,012 Pinnacle West Capital 2,105 78,895 PPL 7,033 331,536 Progress Energy 2,032 88,717 Southern 21,027 707,349 --------------- Total 2,913,994 - ----------------------------------------------------------------------------------- ELECTRICAL EQUIPMENT (0.4%) Emerson Electric 7,384 347,565 - ----------------------------------------------------------------------------------- ELECTRONIC EQUIPMENT & INSTRUMENTS (0.1%) Tyco Electronics 3,890(b) 139,331 - -----------------------------------------------------------------------------------
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) ENERGY EQUIPMENT & SERVICES (1.0%) GlobalSantaFe 1,358 $97,382 Halliburton 5,850 210,717 Natl Oilwell Varco 1,659(b) 199,262 Pride Intl 3,717(b) 130,281 Transocean 1,455(b) 156,340 Weatherford Intl 3,548(b) 196,311 --------------- Total 990,293 - ----------------------------------------------------------------------------------- FOOD & STAPLES RETAILING (1.0%) CVS Caremark 10,659 375,090 Safeway 1,461 46,562 Wal-Mart Stores 12,621 579,935 --------------- Total 1,001,587 - ----------------------------------------------------------------------------------- FOOD PRODUCTS (1.3%) Campbell Soup 5,584 205,659 General Mills 3,828 212,913 Kellogg 8,415 435,981 Kraft Foods Cl A 10,881 356,353 --------------- Total 1,210,906 - ----------------------------------------------------------------------------------- GAS UTILITIES (0.3%) ONEOK 5,805 294,604 - ----------------------------------------------------------------------------------- HEALTH CARE EQUIPMENT & SUPPLIES (0.7%) Bausch & Lomb 2,258 144,354 Boston Scientific 30,890(b) 406,204 Covidien 3,890(b,c) 159,285 --------------- Total 709,843 - ----------------------------------------------------------------------------------- HEALTH CARE PROVIDERS & SERVICES (1.3%) Aetna 8,045 386,722 Cardinal Health 3,560 233,999 CIGNA 5,451 281,490 McKesson 2,185 126,206 UnitedHealth Group 3,676 178,029 --------------- Total 1,206,446 - ----------------------------------------------------------------------------------- HOTELS, RESTAURANTS & LEISURE (1.1%) Intl Game Technology 4,041 142,728 Marriott Intl Cl A 8,558 355,585 McDonald's 8,975 429,633 Pinnacle Entertainment 4,309(b) 114,232 --------------- Total 1,042,178 - -----------------------------------------------------------------------------------
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 16 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) HOUSEHOLD DURABLES (0.6%) DR Horton 14,080 $229,786 Hovnanian Enterprises Cl A 10,209(b) 135,167 Lennar Cl A 3,184 97,621 Standard-Pacific 7,196 106,573 --------------- Total 569,147 - ----------------------------------------------------------------------------------- HOUSEHOLD PRODUCTS (0.9%) Colgate-Palmolive 6,350 419,100 Procter & Gamble 6,308 390,213 Spectrum Brands 16,774(b) 73,638 --------------- Total 882,951 - ----------------------------------------------------------------------------------- INDUSTRIAL CONGLOMERATES (2.6%) 3M 1,789 159,078 General Electric 53,969 2,091,838 Tyco Intl 5,165(c) 244,241 --------------- Total 2,495,157 - ----------------------------------------------------------------------------------- INSURANCE (6.8%) ACE 13,215(c) 762,770 AFLAC 9,940 518,073 American Intl Group 27,837 1,786,578 Aon 2,672 106,987 Arch Capital Group 1,821(b,c) 126,851 Chubb 5,971 300,998 Endurance Specialty Holdings 2,929(c) 109,545 Hartford Financial Services Group 13,895 1,276,533 MetLife 4,829 290,802 Prudential Financial 10,549 934,958 XL Capital Cl A 3,316(c) 258,184 --------------- Total 6,472,279 - ----------------------------------------------------------------------------------- INTERNET & CATALOG RETAIL (0.2%) Liberty Media -- Interactive Cl A 6,882(b,e) 144,178 - ----------------------------------------------------------------------------------- IT SERVICES (1.1%) Affiliated Computer Services Cl A 6,808(b) 365,318 Automatic Data Processing 5,213 241,987 Electronic Data Systems 5,402 145,800
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) IT SERVICES (CONT.) First Data 7,941 $252,444 HCL Technologies 6,629(c) 51,381 --------------- Total 1,056,930 - ----------------------------------------------------------------------------------- MACHINERY (2.3%) Caterpillar 7,500 590,999 Deere & Co 3,556 428,214 Flowserve 4,814 347,908 Illinois Tool Works 2,504 137,845 Ingersoll-Rand Cl A 2,893(c) 145,576 ITT 3,018 189,772 Parker Hannifin 3,790 373,997 --------------- Total 2,214,311 - ----------------------------------------------------------------------------------- MEDIA (5.2%) Comcast Cl A 21,089(b) 554,008 Comcast Special Cl A 13,594(b) 355,755 EchoStar Communications Cl A 3,920(b) 165,777 News Corp Cl A 40,207 849,172 Time Warner 46,479 895,185 Viacom Cl B 7,452(b) 285,412 Virgin Media 32,436 805,710 Vivendi 13,364(c) 567,687 Walt Disney 15,642 516,186 --------------- Total 4,994,892 - ----------------------------------------------------------------------------------- METALS & MINING (0.5%) Alcan 1,749(c) 170,353 Alcoa 8,938 341,431 --------------- Total 511,784 - ----------------------------------------------------------------------------------- MULTILINE RETAIL (0.8%) JC Penney 5,545 377,282 Macy's 3,918 141,322 Target 3,739 226,471 --------------- Total 745,075 - ----------------------------------------------------------------------------------- MULTI-UTILITIES (1.0%) Dominion Resources 8,191 689,846 Xcel Energy 12,779 259,414 --------------- Total 949,260 - ----------------------------------------------------------------------------------- OIL, GAS & CONSUMABLE FUELS (11.4%) Anadarko Petroleum 1,933 97,288 BP ADR 7,277(c) 505,024 Chesapeake Energy 2,901 98,750
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 17
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) OIL, GAS & CONSUMABLE FUELS (CONT.) Chevron 27,425 $2,338,256 ConocoPhillips 22,732 1,837,655 Devon Energy 4,635 345,817 Exxon Mobil 53,775 4,577,865 Royal Dutch Shell ADR 2,477(c) 192,190 Total 10,373(c) 816,937 Valero Energy 701 46,974 XTO Energy 1,700 92,701 --------------- Total 10,949,457 - ----------------------------------------------------------------------------------- PAPER & FOREST PRODUCTS (1.0%) Bowater 9,811 192,492 Intl Paper 8,971 332,555 Weyerhaeuser 5,601 399,015 --------------- Total 924,062 - ----------------------------------------------------------------------------------- PERSONAL PRODUCTS (0.1%) Avon Products 1,361 49,010 Herbalife 1,309(c) 53,642 --------------- Total 102,652 - ----------------------------------------------------------------------------------- PHARMACEUTICALS (6.4%) Bristol-Myers Squibb 28,822 818,833 Eli Lilly & Co 6,171 333,789 Johnson & Johnson 6,415 388,108 Merck & Co 21,135 1,049,353 Novartis ADR 3,548(c) 191,415 Pfizer 98,713 2,320,742 Schering-Plough 17,472 498,651 Wyeth 9,998 485,103 --------------- Total 6,085,994 - ----------------------------------------------------------------------------------- REAL ESTATE INVESTMENT TRUSTS (REITS) (0.3%) Annaly Capital Management 9,799 141,596 Apartment Investment & Management Cl A 3,842 162,324 --------------- Total 303,920 - ----------------------------------------------------------------------------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT (1.9%) Atmel 45,684(b) 246,237 Cypress Semiconductor 10,042(b) 251,653 Intel 28,173 665,445
COMMON STOCKS (CONTINUED) ISSUER SHARES VALUE(A) SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT (CONT.) LSI 20,035(b) $144,252 Spansion Cl A 36,533(b) 387,615 Texas Instruments 1,766 62,146 United Microelectronics ADR 6,552(c) 21,163 --------------- Total 1,778,511 - ----------------------------------------------------------------------------------- SOFTWARE (1.0%) ACI Worldwide 1,666(b) 50,863 BEA Systems 8,614(b) 106,641 Microsoft 19,380 561,827 Oracle 9,350(b) 178,772 Quest Software 3,295(b) 48,766 --------------- Total 946,869 - ----------------------------------------------------------------------------------- SPECIALTY RETAIL (1.3%) Gap 5,438 93,534 Home Depot 9,475 352,186 Limited Brands 3,784 91,384 Lowe's Companies 13,136 367,938 Penske Automotive Group 2,387 46,499 TJX Companies 9,228 256,077 --------------- Total 1,207,618 - ----------------------------------------------------------------------------------- THRIFTS & MORTGAGE FINANCE (2.7%) Countrywide Financial 37,597 1,059,107 Fannie Mae 12,995 777,621 Freddie Mac 12,410 710,721 --------------- Total 2,547,449 - ----------------------------------------------------------------------------------- TOBACCO (1.3%) Altria Group 18,802 1,249,769 - ----------------------------------------------------------------------------------- WIRELESS TELECOMMUNICATION SERVICES (1.6%) ALLTEL 7,240 477,478 Sprint Nextel 34,909 716,681 Vodafone Group ADR 12,256(c) 371,970 --------------- Total 1,566,129 - ----------------------------------------------------------------------------------- TOTAL COMMON STOCKS (Cost: $80,262,638) $91,853,352 - -----------------------------------------------------------------------------------
See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 18 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT
MONEY MARKET FUND (3.5%) SHARES VALUE(A) RiverSource Short-Term Cash Fund 3,317,297(g) $3,317,297 - ----------------------------------------------------------------------------------- TOTAL MONEY MARKET FUND (Cost: $3,317,297) $3,317,297 - ----------------------------------------------------------------------------------- TOTAL INVESTMENTS IN SECURITIES (Cost: $83,579,935)(h) $95,170,649 ===================================================================================
NOTES TO INVESTMENTS IN SECURITIES (a) Securities are valued by procedures described in Note 1 to the financial statements. (b) Non-income producing. (c) Foreign security values are stated in U.S. dollars. At July 31, 2007, the value of foreign securities represented 5.8% of net assets. (d) Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. This security has been determined to be liquid under guidelines established by the Fund's Board of Directors. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At July 31, 2007, the value of these securities amounted to $165,000 or 0.2% of net assets. (e) Shareholders of tracking stocks have a financial interest only in a unit or division of the company. Unlike the common stock of the company itself, a tracking stock usually has limited or no voting rights. In the event of a company's liquidation, tracking stock shareholders typically do not have a legal claim on the company's assets. (f) Identifies issues considered to be illiquid as to their marketability (see Note 1 to the financial statements). These securities may be valued at fair value according to procedures approved, in good faith, by the Fund's Board of Directors. Information concerning such security holdings at July 31, 2007, is as follows:
ACQUISITION SECURITY DATES COST - ---------------------------------------------------------------------------------- KKR Private Equity Investors LP Unit 05-01-06 $171,437 Oaktree Capital Group LLC Cl A Unit* 05-21-07 thru 07-19-07 214,540
* Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. (g) Affiliated Money Market Fund -- See Note 5 to the financial statements. (h) At July 31, 2007, the cost of securities for federal income tax purposes was $84,408,500 and the aggregate gross unrealized appreciation and depreciation based on that cost was: Unrealized appreciation $12,780,631 Unrealized depreciation (2,018,482) - ------------------------------------------------------------------------------ Net unrealized appreciation $10,762,149 - ------------------------------------------------------------------------------
The Global Industry Classification Standard (GICS) was developed by and is the exclusive property of Morgan Stanley Capital International Inc. and Standard & Poor's, a division of The McGraw-Hill Companies, Inc. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 19 HOW TO FIND INFORMATION ABOUT THE FUND'S PORTFOLIO HOLDINGS (i) The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q; (ii) The Fund's Forms N-Q are available on the Commission's website at http://www.sec.gov; (iii)The Fund's Forms N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 1-800-SEC-0330); and (iv) The Fund's complete schedule of portfolio holdings, as disclosed in its annual and semiannual shareholder reports and in its filings on Form N-Q, can be found at riversource.com/funds. - -------------------------------------------------------------------------------- 20 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES JULY 31, 2007 ASSETS Investments in securities, at value (Note 1) Unaffiliated issuers (identified cost $80,262,638) $91,853,352 Affiliated money market fund (identified cost $3,317,297) (Note 5) 3,317,297 - --------------------------------------------------------------------------- Total investments in securities (identified cost $83,579,935) 95,170,649 Capital shares receivable 26,347 Dividends and accrued interest receivable 104,859 Receivable for investment securities sold 617,082 - --------------------------------------------------------------------------- Total assets 95,918,937 - --------------------------------------------------------------------------- LIABILITIES Capital shares payable 42,734 Payable for investment securities purchased 328,397 Accrued investment management services fee 1,589 Accrued distribution fee 882 Accrued transfer agency fee 400 Accrued administrative services fee 159 Other accrued expenses 49,277 - --------------------------------------------------------------------------- Total liabilities 423,438 - --------------------------------------------------------------------------- Net assets applicable to outstanding capital stock $95,495,499 ===========================================================================
- -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 21 STATEMENT OF ASSETS AND LIABILITIES (CONTINUED) JULY 31, 2007 REPRESENTED BY Capital stock -- $.01 par value (Note 1) $ 167,288 Additional paid-in capital 77,976,295 Undistributed net investment income 496,785 Accumulated net realized gain (loss) 5,264,417 Unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies 11,590,714 - --------------------------------------------------------------------------- Total -- representing net assets applicable to outstanding capital stock $95,495,499 ===========================================================================
Net assets applicable to outstanding shares: Class A $62,421,177 Class B $15,116,287 Class C $ 1,041,705 Class I $16,865,439 Class R2 $ 4,345 Class R3 $ 4,352 Class R4 $ 37,830 Class R5 $ 4,364 Net asset value per share of outstanding Class A capital stock: shares(1) 10,928,420 $ 5.71 Class B shares 2,672,256 $ 5.66 Class C shares 184,547 $ 5.64 Class I shares 2,934,662 $ 5.75 Class R2 shares 763 $ 5.69 Class R3 shares 763 $ 5.70 Class R4 shares 6,589 $ 5.74 Class R5 shares 763 $ 5.72 - ------------------------------------------------------------------------------------------
(1) The maximum offering price per share for Class A is $6.06. The offering price is calculated by dividing the net asset value by 1.0 minus the maximum sales charge of 5.75%. See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 22 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT STATEMENT OF OPERATIONS YEAR ENDED JULY 31, 2007 INVESTMENT INCOME Income: Dividends $ 2,091,091 Interest 19,596 Income distributions from affiliated money market fund (Note 5) 183,566 Less foreign taxes withheld (10,021) - --------------------------------------------------------------------------- Total income 2,284,232 - --------------------------------------------------------------------------- Expenses (Note 2): Investment management services fee 602,406 Distribution fee Class A 160,778 Class B 188,820 Class C 11,437 Class R2 14 Class R3 7 Transfer agency fee Class A 118,243 Class B 37,163 Class C 2,230 Class R2 2 Class R3 2 Class R4 33 Class R5 306 Service fee -- Class R4 13 Administrative services fees and expenses 60,574 Plan administration services fee Class R2 7 Class R3 7 Class R4 60 Compensation of board members 1,892 Custodian fees 31,970 Printing and postage 29,010 Registration fees 95,700 Professional fees 28,149 Other 6,319 - --------------------------------------------------------------------------- Total expenses 1,375,142 Expenses waived/reimbursed by the Investment Manager and its affiliates (Note 2) (5) - --------------------------------------------------------------------------- 1,375,137 Earnings and bank fee credits on cash balances (Note 2) (8,325) - --------------------------------------------------------------------------- Total net expenses 1,366,812 - --------------------------------------------------------------------------- Investment income (loss) -- net 917,420 - ---------------------------------------------------------------------------
- -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 23 STATEMENT OF OPERATIONS (CONTINUED) YEAR ENDED JULY 31, 2007 REALIZED AND UNREALIZED GAIN (LOSS) -- NET Net realized gain (loss) on: Security transactions (Note 3) $ 7,967,043 Foreign currency transactions (1,176) - ----------------------------------------------------------------------------------- Net realized gain (loss) on investments 7,965,867 Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies 4,751,162 - ----------------------------------------------------------------------------------- Net gain (loss) on investments and foreign currencies 12,717,029 - ----------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $13,634,449 ===================================================================================
See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 24 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED JULY 31, 2007 2006 OPERATIONS AND DISTRIBUTIONS Investment income (loss) -- net $ 917,420 $ 1,745,900 Net realized gain (loss) on investments 7,965,867 12,601,161 Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies 4,751,162 (5,201,720) - --------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 13,634,449 9,145,341 - --------------------------------------------------------------------------------------- Distributions to shareholders from: Net investment income Class A (754,607) (878,948) Class B (58,266) (101,985) Class C (4,777) (5,946) Class I (250,586) (815,837) Class R2 (78) N/A Class R3 (78) N/A Class R4 (453) (1,721) Class R5 (79) N/A Net realized gain Class A (9,225,989) (3,373,386) Class B (2,795,600) (1,215,159) Class C (166,141) (63,394) Class I (2,248,825) (2,287,588) Class R2 (708) N/A Class R3 (708) N/A Class R4 (5,335) (5,789) Class R5 (708) N/A - --------------------------------------------------------------------------------------- Total distributions (15,512,938) (8,749,753) - ---------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 25 STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
YEAR ENDED JULY 31, 2007 2006 CAPITAL SHARE TRANSACTIONS (NOTE 4) Proceeds from sales Class A shares (Note 2) $ 10,152,788 $ 11,203,132 Class B shares 1,711,166 1,923,861 Class C shares 211,888 172,850 Class I shares 2,650,378 13,890,983 Class R2 shares 5,000 N/A Class R3 shares 5,000 N/A Class R4 shares 1,000 1,022 Class R5 shares 2,488,893 N/A Reinvestment of distributions at net asset value Class A shares 9,755,373 4,161,490 Class B shares 2,826,941 1,301,183 Class C shares 162,715 67,763 Class I shares 2,498,502 3,103,080 Class R4 shares 3,775 6,764 Payments for redemptions Class A shares (19,024,336) (27,249,234) Class B shares (Note 2) (8,203,518) (12,824,832) Class C shares (Note 2) (420,058) (534,833) Class I shares (1,080,983) (41,255,992) Class R4 shares -- (114,743) Class R5 shares (2,561,087) N/A - --------------------------------------------------------------------------------------- Increase (decrease) in net assets from capital share transactions 1,183,437 (46,147,506) - --------------------------------------------------------------------------------------- Total increase (decrease) in net assets (695,052) (45,751,918) Net assets at beginning of year 96,190,551 141,942,469 - --------------------------------------------------------------------------------------- Net assets at end of year $ 95,495,499 $ 96,190,551 ======================================================================================= Undistributed net investment income $ 496,785 $ 662,124 - ---------------------------------------------------------------------------------------
See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 26 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Fund is a series of RiverSource Large Cap Series, Inc. and is registered under the Investment Company Act of 1940 (as amended) as a diversified, open-end management investment company. RiverSource Large Cap Series, Inc. has 10 billion authorized shares of capital stock that can be allocated among the separate series as designated by the Board. The Fund invests primarily in equity securities of companies with a market capitalization greater than $5 billion. The Fund offers Class A, Class B, Class C, Class I and Class R4 shares. - - Class A shares are sold with a front-end sales charge. - - Class B shares may be subject to a contingent deferred sales charge (CDSC) and automatically convert to Class A shares during the ninth year of ownership. - - Class C shares may be subject to a CDSC. - - Class I and Class R4 shares have no sales charge and are offered only to qualifying institutional investors. Effective Dec. 11, 2006, the Board approved renaming Class Y as Class R4, terminating the shareholder servicing agreement, revising the fee structure under the transfer agent agreement from account-based to asset-based, and adopting a plan administration services agreement. At July 31, 2007, Ameriprise Financial, Inc. (Ameriprise Financial), the parent company of RiverSource Investments, LLC (the Investment Manager) and the affiliated funds-of-funds owned 100% of Class I shares. Effective Dec. 11, 2006, the Fund offers additional classes of shares, Class R2, Class R3 and Class R5, to certain institutional investors. These shares are sold without a front-end sales charge or CDSC. At July 31, 2007, Ameriprise Financial owned 100% of Class R2, Class R3 and Class R5 shares. All classes of shares have identical voting, dividend and liquidation rights. Class specific expenses (e.g., distribution and service fees, transfer agency fees, plan administration fees) differ among classes. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses on investments are allocated to each class of shares based upon its relative net assets. The Fund's significant accounting policies are summarized below: USE OF ESTIMATES Preparing financial statements that conform to U.S. generally accepted accounting principles requires management to make estimates (e.g., on assets, liabilities and contingent assets and liabilities) that could differ from actual results. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 27 VALUATION OF SECURITIES All securities are valued at the close of each business day. Securities traded on national securities exchanges or included in national market systems are valued at the last quoted sales price. Debt securities are generally traded in the over-the-counter market and are valued at a price that reflects fair value as quoted by dealers in these securities or by an independent pricing service. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. The procedures adopted by the Board of Directors of the funds generally contemplate the use of fair valuation in the event that price quotations or valuations are not readily available, price quotations or valuations from other sources are not reflective of market value and thus deemed unreliable, or a significant event has occurred in relation to a security or class of securities (such as foreign equities) that is not reflected in price quotations or valuations from other sources. A fair value price is a good faith estimate of the value of a security at a given point in time. Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore the closing prices for securities in such markets or on such exchanges may not fully reflect events that occur after such close but before the close of the New York Stock Exchange, including significant movements in the U.S. market after foreign exchanges have closed. Accordingly, in those situations, Ameriprise Financial will fair value foreign equity securities pursuant to procedures adopted by the Board of Directors of the funds, including utilizing a third party pricing service to determine these fair values. These procedures take into account multiple factors, including movements in the U.S. securities markets, to determine a good faith estimate that reasonably reflects the current market conditions as of the close of the New York Stock Exchange. Swap transactions are valued through an authorized pricing service, broker, or an internal model. Short-term securities maturing in more than 60 days from the valuation date are valued at the market price or approximate market value based on current interest rates; those maturing in 60 days or less are valued at amortized cost. ILLIQUID SECURITIES At July 31, 2007, investments in securities included issues that are illiquid which the Fund currently limits to 15% of net assets, at market value, at the time of purchase. Prior to July 12, 2007, the Fund limited the percent held in securities and other instruments that were illiquid to 10% of the Fund's net assets. The aggregate value of such securities at July 31, 2007 was $304,582 representing 0.32% of net assets. These securities may be valued at fair value according to procedures approved, in good faith, by the Board. According to board guidelines, certain unregistered securities are determined to be liquid and are not included within the 15% limitation specified above. Assets are liquid if they can be sold or disposed of in the ordinary course of business within seven days at approximately the value at which the asset is valued by the Fund. - -------------------------------------------------------------------------------- 28 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT OPTION TRANSACTIONS To produce incremental earnings, protect gains, and facilitate buying and selling of securities for investments, the Fund may buy and write options traded on any U.S. or foreign exchange or in the over-the-counter market where completing the obligation depends upon the credit standing of the other party. Cash collateral may be collected by the Fund to secure certain over-the-counter options trades. Cash collateral held by the Fund for such option trades must be returned to the counterparty upon closure, exercise or expiration of the contract. The Fund also may buy and sell put and call options and write covered call options on portfolio securities as well as write cash-secured put options. The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk of being unable to enter into a closing transaction if a liquid secondary market does not exist. Option contracts are valued daily at the closing prices on their primary exchanges and unrealized appreciation or depreciation is recorded. The Fund will realize a gain or loss when the option transaction expires or closes. When an option is exercised, the proceeds on sales for a written call option, the purchase cost for a written put option or the cost of a security for a purchased put or call option is adjusted by the amount of premium received or paid. At July 31, 2007, the Fund had no outstanding option contracts. FUTURES TRANSACTIONS To gain exposure to or protect itself from market changes, the Fund may buy and sell financial futures contracts traded on any U.S. or foreign exchange. The Fund also may buy and write put and call options on these futures contracts. Risks of entering into futures contracts and related options include the possibility of an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities. Futures are valued daily based upon the last sale price at the close of market on the principal exchange on which they are traded. Upon entering into a futures contract, the Fund is required to deposit either cash or securities in an amount (initial margin) equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Fund each day. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses. The Fund recognizes a realized gain or loss when the contract is closed or expires. At July 31, 2007, the Fund had no outstanding futures contracts. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 29 FOREIGN CURRENCY TRANSLATIONS AND FORWARD FOREIGN CURRENCY CONTRACTS Securities and other assets and liabilities denominated in foreign currencies are translated daily into U.S. dollars. Foreign currency amounts related to the purchase or sale of securities and income and expenses are translated at the exchange rate on the transaction date. The effect of changes in foreign exchange rates on realized and unrealized security gains or losses is reflected as a component of such gains or losses. In the statement of operations, net realized gains or losses from foreign currency transactions, if any, may arise from sales of foreign currency, closed forward contracts, exchange gains or losses realized between the trade date and settlement date on securities transactions, and other translation gains or losses on dividends, interest income and foreign withholding taxes. The Fund may enter into forward foreign currency exchange contracts for operational purposes and to protect against adverse exchange rate fluctuation. The net U.S. dollar value of foreign currency underlying all contractual commitments held by the Fund and the resulting unrealized appreciation or depreciation are determined using foreign currency exchange rates from an independent pricing service. The Fund is subject to the credit risk that the other party will not complete its contract obligations. At July 31, 2007, the Fund had no outstanding forward foreign currency contracts. GUARANTEES AND INDEMNIFICATIONS Under the Fund's organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, certain of the Fund's contracts with its service providers contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown since the amount of any future claims that may be made against the Fund cannot be determined and the Fund has no historical basis for predicting the likelihood of any such claims. FEDERAL TAXES The Fund's policy is to comply with Subchapter M of the Internal Revenue Code that applies to regulated investment companies and to distribute substantially all of its taxable income to shareholders. No provision for income or excise taxes is thus required. Net investment income (loss) and net realized gains (losses) may differ for financial statement and tax purposes primarily because of deferred losses on certain futures contracts, the recognition of certain foreign currency gains (losses) as ordinary income (loss) for tax purposes and losses deferred due to "wash sale" transactions. The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to the timing of - -------------------------------------------------------------------------------- 30 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains (losses) were recorded by the Fund. On the statement of assets and liabilities, as a result of permanent book-to-tax differences, undistributed net investment income has been decreased by $13,835 and accumulated net realized gain has been increased by $13,835. The tax character of distributions paid for the years indicated is as follows:
YEAR ENDED JULY 31, 2007 2006 - ---------------------------------------------------------------------------- CLASS A Distributions paid from: Ordinary income........................... $2,470,246 $1,836,908 Long-term capital gain.................... 7,510,350 2,415,525 CLASS B Distributions paid from: Ordinary income........................... 578,128 447,025 Long-term capital gain.................... 2,275,738 870,119 CLASS C Distributions paid from: Ordinary income........................... 35,672 23,946 Long-term capital gain.................... 135,246 45,394 CLASS I Distributions paid from: Ordinary income........................... 668,771 1,465,389 Long-term capital gain.................... 1,830,640 1,638,036 CLASS R2* Distributions paid from: Ordinary income........................... 210 N/A Long-term capital gain.................... 576 N/A CLASS R3* Distributions paid from: Ordinary income........................... 210 N/A Long-term capital gain.................... 576 N/A CLASS R4** Distributions paid from: Ordinary income........................... 1,445 3,365 Long-term capital gain.................... 4,343 4,145 CLASS R5* Distributions paid from: Ordinary income........................... 211 N/A Long-term capital gain.................... 576 N/A
* For the period from Dec. 11, 2006 (inception date) to July 31, 2007. ** Effective Dec. 11, 2006, Class Y was renamed Class R4. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 31 At July 31, 2007, the components of distributable earnings on a tax basis are as follows: Undistributed ordinary income.............................. $ 1,322,432 Undistributed accumulated long-term gain................... $ 5,268,531 Unrealized appreciation (depreciation)..................... $10,760,953
RECENT ACCOUNTING PRONOUNCEMENTS On Sept. 20, 2006, the Financial Accounting Standards Board (FASB) released Statement of Financial Accounting Standards No. 157 "Fair Value Measurements" (SFAS 157). SFAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of SFAS 157 is required for fiscal years beginning after Nov. 15, 2007 and interim periods within those fiscal years. The impact of SFAS 157 on the Fund's financial statements is being evaluated. In June 2006, the FASB issued FASB Interpretation 48 (FIN 48), "Accounting for Uncertainty in Income Taxes." FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement 109, "Accounting for Income Taxes." FIN 48 prescribes a two-step process to recognize and measure a tax position taken or expected to be taken in a tax return. The first step is to determine whether a tax position has met the more-likely-than-not recognition threshold and the second step is to measure a tax position that meets the threshold to determine the amount of benefit to recognize. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after Dec. 15, 2006. Tax positions of the Fund are being evaluated to determine the impact, if any, to the Fund. The adoption of FIN 48 is not anticipated to have a material impact on the Fund. DIVIDENDS TO SHAREHOLDERS An annual dividend from net investment income, declared and paid at the end of the calendar year, when available, is reinvested in additional shares of the Fund at net asset value or payable in cash. Capital gains, when available, are distributed along with the income dividend. OTHER Security transactions are accounted for on the date securities are purchased or sold. Dividend income is recognized on the ex-dividend date and interest income, including amortization of premium, market discount and original issue discount using the effective interest method, is accrued daily. 2. EXPENSES AND SALES CHARGES Under an Investment Management Services Agreement, the Investment Manager determines which securities will be purchased, held or sold. The management fee - -------------------------------------------------------------------------------- 32 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT is a percentage of the Fund's average daily net assets that declines from 0.60% to 0.375% annually as the Fund's assets increase. The fee may be adjusted upward or downward by a performance incentive adjustment based on a comparison of the performance of Class A shares of the Fund to the Lipper Large-Cap Value Funds Index. In certain circumstances, the Board may approve a change in the index. The maximum adjustment is 0.12% per year. If the performance difference is less than 0.50%, the adjustment will be zero. The adjustment decreased the fee by $3,332 for the year ended July 31, 2007. The management fee for the year ended July 31, 2007 was 0.60% of the Fund's average daily net assets, including an adjustment under the terms of the performance incentive arrangement. Under an Administrative Services Agreement, the Fund pays Ameriprise Financial a fee for administration and accounting services at a percentage of the Fund's average daily net assets that declines from 0.06% to 0.03% annually as the Fund's assets increase. Other expenses in the amount of $2,810 are for, among other things, certain expenses of the Fund or the Board including: Fund boardroom and office expense, employee compensation, employee health and retirement benefits, and certain other expenses. Payment of these Fund and Board expenses is facilitated by a company providing limited administrative services to the Fund and the Board. Compensation of Board members includes, for a former Board Chair, compensation as well as retirement benefits. Certain other aspects of a former Board Chair's compensation, including health benefits and payment of certain other expenses, are included under other expenses. Under a Deferred Compensation Plan (the Plan), non-interested board members may defer receipt of their compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of the Fund or other RiverSource funds. The Fund's liability for these amounts is adjusted for market value changes and remains in the Fund until distributed in accordance with the Plan. Professional fees include fees paid by the Fund for legal services and independent registered public accounting firm services. Under a Transfer Agency Agreement, RiverSource Service Corporation (the Transfer Agent) maintains shareholder accounts and records. The Fund pays the Transfer Agent an annual fee per shareholder account for this service as follows: - - Class A $19.50 - - Class B $20.50 - - Class C $20.00 Effective Dec. 11, 2006, as part of the Board's approval to rename Class Y as Class R4, the fee structure under the Transfer Agency Agreement was revised from an account-based fee for Class Y to an asset-based fee for Class R4. The Fund pays the Transfer Agent an annual asset-based fee at a rate of 0.05% of the - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 33 Fund's average daily net assets, attributable to Class R4 shares. Prior to Dec. 11, 2006, the Fund paid the Transfer Agent an annual account-based fee of $17.50 per shareholder account. In addition, the Fund pays the Transfer Agent an annual asset-based fee at a rate of 0.05% of the Funds average daily net assets attributable to Class R2, Class R3 and Class R5 shares. Prior to Dec. 11, 2006, Class I paid a transfer agency fee at an annual rate per shareholder account of $1. Effective Dec. 11, 2006, this fee was eliminated. The Transfer Agent charges an annual fee of $5 per inactive account, charged on a pro rata basis for 12 months from the date the account becomes inactive. These fees are included in the transfer agency fees on the statement of operations. The Fund has agreements with Ameriprise Financial Services, Inc. and RiverSource Distributor, Inc. (collectively, the Distributor) for distribution and shareholder services. Under a Plan and Agreement of Distribution pursuant to Rule 12b-1, the Fund pays a fee at an annual rate of up to 0.25% of the Fund's average daily net assets attributable to Class A and Class R3 shares, a fee at an annual rate of up to 0.50% of the Fund's average daily net assets attributable to Class R2 shares and a fee at an annual rate of up to 1.00% of the Fund's average daily net assets attributable to Class B and Class C shares. Effective Dec. 11, 2006, a Plan Administration Services Agreement was adopted for the restructured Class R4 and the introduction of Class R2 and Class R3. The fee is calculated at a rate of 0.25% of the Fund's average daily net assets attributable to Class R2, Class R3 and Class R4 shares. Prior to Dec. 11, 2006, under a Shareholder Service Agreement, the Fund paid the Distributor a fee for service provided to shareholders by the Distributor and other servicing agents with respect to Class Y shares. The fee was calculated at a rate of 0.10% of the Fund's average daily net assets attributable to Class Y shares. Effective Dec. 11, 2006, this agreement was terminated. Sales charges received by the Distributor for distributing Fund shares were $82,042 for Class A, $20,398 for Class B and $32 for Class C for the year ended July 31, 2007. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the funds in which it invests (also referred to as "acquired funds"), including affiliated and non- affiliated pooled investment vehicles (including mutual funds and exchange traded funds). Because the acquired funds have varied expense and fee levels and the Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. - -------------------------------------------------------------------------------- 34 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT For the year ended July 31, 2007, the Investment Manager and its affiliates waived certain fees and expenses such that net expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment, were 1.12% for Class R4. Of these waived fees and expenses, the transfer agency fees waived for Class R4 were $5. Under an agreement, which was effective until July 31, 2007, the Investment Manager and its affiliates contractually agreed to waive certain fees and expenses such that net expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment, would not exceed 1.29% for Class A, 2.05% for Class B, 2.06% for Class C, 0.94% for Class I, 1.69% for Class R2, 1.44% for Class R3, 1.12% for Class R4 and 0.94% for Class R5 of the Fund's average daily net assets. Effective Aug. 1, 2007, the Investment Manager and its affiliates have contractually agreed to waive certain fees and expenses such that net expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment, will not exceed 1.13% for Class R4 of the Fund's average daily net assets, until July 31, 2008, unless sooner terminated at the discretion of the Board. During the year ended July 31, 2007, the Fund's custodian and transfer agency fees were reduced by $8,325 as a result of earnings and bank fee credits from overnight cash balances. The Fund also pays custodian fees to Ameriprise Trust Company, an affiliate of Ameriprise Financial. 3. SECURITIES TRANSACTIONS Cost of purchases and proceeds from sales of securities (other than short-term obligations) aggregated $33,960,989 and $50,345,720, respectively, for the year ended July 31, 2007. Realized gains and losses are determined on an identified cost basis. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 35 4. CAPITAL SHARE TRANSACTIONS Transactions in shares of capital stock for the years indicated are as follows:
YEAR ENDED JULY 31, 2007 ISSUED FOR REINVESTED NET SOLD DISTRIBUTIONS REDEEMED INCREASE (DECREASE) - ---------------------------------------------------------------------------------------------- Class A 1,700,418 1,738,926 (3,203,244) 236,100 Class B 290,285 506,620 (1,386,106) (589,201) Class C 36,321 29,213 (71,502) (5,968) Class I 440,786 443,784 (184,695) 699,875 Class R2* 763 -- -- 763 Class R3* 763 -- -- 763 Class R4** 165 671 -- 836 Class R5* 439,307 -- (438,544) 763 - ----------------------------------------------------------------------------------------------
YEAR ENDED JULY 31, 2006 ISSUED FOR REINVESTED NET SOLD DISTRIBUTIONS REDEEMED INCREASE (DECREASE) - ---------------------------------------------------------------------------------------------- Class A 1,942,339 743,124 (4,706,798) (2,021,335) Class B 336,668 233,606 (2,243,828) (1,673,554) Class C 30,218 12,166 (93,245) (50,861) Class I 2,383,522 552,149 (7,154,110) (4,218,439) Class R4** 175 1,204 (19,573) (18,194) - ----------------------------------------------------------------------------------------------
* For the period from Dec. 11, 2006 (inception date) to July 31, 2007. ** Effective Dec. 11, 2006, Class Y was renamed Class R4. 5. AFFILIATED MONEY MARKET FUND The Fund may invest its daily cash balance in RiverSource Short-Term Cash Fund, a money market fund established for the exclusive use of the RiverSource funds and other institutional clients of RiverSource Investments. Cost of purchases and proceeds from sales aggregated $40,454,168 and $37,136,871, respectively, for the year ended July 31, 2007. 6. BANK BORROWINGS The Fund has a revolving credit agreement with a syndicate of banks headed by JPMorgan Chase Bank, N.A. (JPMCB), whereby the Fund may borrow for the temporary funding of shareholder redemptions or for other temporary or emergency purposes. The agreement went into effect Sept. 19, 2006. The Fund must maintain asset coverage for borrowings of at least 300%. The agreement, which enables the Fund to participate with other RiverSource funds, permits borrowings up to $500 million, collectively. Interest is charged to each Fund based on its borrowings at a rate equal to either the higher of the Federal Funds Effective - -------------------------------------------------------------------------------- 36 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT Rate plus 0.40% or the JPMCB Prime Commercial Lending Rate. Borrowings are payable within 60 days after such loan is executed. The Fund also pays a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.06% per annum. Prior to this agreement, the Fund paid a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.07% per annum. The Fund had no borrowings under the facility outstanding during the year ended July 31, 2007. 7. INFORMATION REGARDING PENDING AND SETTLED LEGAL PROCEEDINGS In June 2004, an action captioned John E. Gallus et al. v. American Express Financial Corp. and American Express Financial Advisors Inc., was filed in the United States District Court for the District of Arizona. The plaintiffs allege that they are investors in several American Express Company mutual funds and they purport to bring the action derivatively on behalf of those funds under the Investment Company Act of 1940. The plaintiffs allege that fees allegedly paid to the defendants by the funds for investment advisory and administrative services are excessive. The plaintiffs seek remedies including restitution and rescission of investment advisory and distribution agreements. The plaintiffs voluntarily agreed to transfer this case to the United States District Court for the District of Minnesota. In response to defendants' motion to dismiss the complaint, the Court dismissed one of plaintiffs' four claims and granted plaintiffs limited discovery. Defendants moved for summary judgment in April 2007. Summary judgment was granted in the defendants' favor on July 9, 2007. The plaintiffs may file a notice of appeal with the Eighth Circuit Court of Appeals within 30 days from the date of judgment. In December 2005, without admitting or denying the allegations, American Express Financial Corporation (AEFC, which is now known as Ameriprise Financial, Inc. (Ameriprise Financial)), the parent company of RiverSource Investments, LLC (RiverSource Investments), entered into settlement agreements with the Securities and Exchange Commission (SEC) and Minnesota Department of Commerce (MDOC) related to market timing activities. In connection with these matters, the SEC and MDOC issued orders (the Orders) alleging that AEFC violated certain provisions of the federal and Minnesota securities laws by failing to adequately disclose market timing activities by allowing certain identified market timers to continue to market time contrary to disclosures in mutual fund and variable annuity product prospectuses. The Orders also alleged that AEFC failed to implement procedures to detect and prevent market timing in 401(k) plans for employees of AEFC and related companies and failed to adequately disclose that there were no such procedures. Pursuant to the MDOC Order, the MDOC also alleged that AEFC allowed inappropriate market timing to occur by failing to have written policies and procedures and failing to properly supervise its employees. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 37 As a result of the Orders, AEFC was censured and ordered to cease and desist from committing or causing any violations of certain provisions of the Investment Advisers Act of 1940, the Investment Company Act of 1940, and various Minnesota laws. Pursuant to the terms of the Orders, AEFC agreed to pay disgorgement of $10 million and civil money penalties of $7 million. AEFC also agreed to make presentations at least annually to its board of directors and the relevant mutual funds' board that include an overview of policies and procedures to prevent market timing, material changes to these policies and procedures and whether disclosures related to market timing are consistent with the SEC order and federal securities laws. AEFC also agreed to retain an independent distribution consultant to assist in developing a plan for distribution of all disgorgement and civil penalties ordered by the SEC in accordance with various undertakings detailed at http://www.sec.gov/litigation/admin/ia-2451.pdf. In addition, AEFC agreed to complete and submit to the MDOC a compliance review of its procedures regarding market timing within one year of the MDOC Order, including a summary of actions taken to ensure compliance with applicable laws and regulations and certification by a senior officer regarding compliance and supervisory procedures. Ameriprise Financial and its affiliates have cooperated with the SEC and the MDOC in these legal proceedings, and have made regular reports to the RiverSource Funds' Boards of Directors/Trustees. Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the Funds are not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds. Ameriprise Financial is required to make 10-Q, 10-K and, as necessary, 8-K filings with the Securities and Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov. There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares or other adverse consequences to the Funds. Further, although we believe proceedings are not likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds, these proceedings are subject to uncertainties and, as such, we are unable to estimate the possible loss or range of loss that may result. An adverse outcome in one or more of these proceedings could result in adverse judgments, settlements, fines, penalties or other relief that could have a material adverse effect - -------------------------------------------------------------------------------- 38 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT on the consolidated financial condition or results of operations of Ameriprise Financial. 8. FINANCIAL HIGHLIGHTS The tables below show certain important financial information for evaluating the Fund's results. CLASS A
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.88 $5.83 $5.34 $4.98 $4.52 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .06(b) .09 .06 .04 .03 Net gains (losses) (both realized and unrealized) .77 .32 .70 .59 .44 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .83 .41 .76 .63 .47 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.07) (.07) (.04) (.03) (.01) Distributions from realized gains (.93) (.29) (.23) (.24) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (1.00) (.36) (.27) (.27) (.01) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.71 $5.88 $5.83 $5.34 $4.98 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $62 $63 $74 $67 $31 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.28% 1.21% 1.29% 1.24%(e) 1.25%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .99% 1.35% 1.07% .95% 1.01% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% 46% 57% 59% 77% - ----------------------------------------------------------------------------------------------------------- Total return(f) 14.47% 7.39% 14.52% 12.85% 10.52% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class A would have been 1.54% and 2.64% for the years ended July 31, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 39 CLASS B
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.82 $5.77 $5.29 $4.95 $4.52 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .01(b) .04 .01 -- .01 Net gains (losses) (both realized and unrealized) .78 .32 .70 .59 .43 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .79 .36 .71 .59 .44 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.02) (.02) -- (.01) (.01) Distributions from realized gains (.93) (.29) (.23) (.24) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.95) (.31) (.23) (.25) (.01) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.66 $5.82 $5.77 $5.29 $4.95 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $15 $19 $28 $25 $13 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 2.05% 1.97% 2.05% 2.00%(e) 2.00%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .23% .59% .30% .16% .25% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% 46% 57% 59% 77% - ----------------------------------------------------------------------------------------------------------- Total return(f) 13.75% 6.51% 13.66% 12.00% 9.66% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class B would have been 2.30% and 3.40% for the years ended July 31, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- 40 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT CLASS C
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.82 $5.77 $5.29 $4.94 $4.52 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .01(b) .04 .01 -- .01 Net gains (losses) (both realized and unrealized) .76 .32 .70 .60 .42 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .77 .36 .71 .60 .43 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.02) (.02) -- (.01) (.01) Distributions from realized gains (.93) (.29) (.23) (.24) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (.95) (.31) (.23) (.25) (.01) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.64 $5.82 $5.77 $5.29 $4.94 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $1 $1 $1 $1 $1 - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 2.04% 1.98% 2.06% 2.00%(e) 2.00%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .23% .58% .30% .19% .26% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% 46% 57% 59% 77% - ----------------------------------------------------------------------------------------------------------- Total return(f) 13.50% 6.56% 13.62% 12.19% 9.50% - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class C would have been 2.30% and 3.40% for the years ended July 31, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 41 CLASS I
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004(B) Net asset value, beginning of period $5.91 $5.86 $5.36 $5.57 - ------------------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .08(c) .12 .07 .03 Net gains (losses) (both realized and unrealized) .79 .32 .72 (.24) - ------------------------------------------------------------------------------------------------------------------- Total from investment operations .87 .44 .79 (.21) - ------------------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.10) (.10) (.06) -- Distributions from realized gains (.93) (.29) (.23) -- - ------------------------------------------------------------------------------------------------------------------- Total distributions (1.03) (.39) (.29) -- - ------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.75 $5.91 $5.86 $5.36 - ------------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $17 $13 $38 $16 - ------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) .85% .75% .86% .93%(f),(g) - ------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.41% 1.85% 1.50% 1.33%(f) - ------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% 46% 57% 59% - ------------------------------------------------------------------------------------------------------------------- Total return(h) 15.10% 7.86% 14.97% (3.77%)(i) - -------------------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from March 4, 2004 (inception date) to July 31, 2004. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratio of expenses for Class I would have been 1.02% for the period ended July 31, 2004. (h) Total return does not reflect payment of a sales charge. (i) Not annualized. - -------------------------------------------------------------------------------- 42 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT CLASS R2
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $6.55 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .02(c) Net gains (losses) (both realized and unrealized) .15 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .17 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.10) Distributions from realized gains (.93) - ----------------------------------------------------------------------------------------------------------- Total distributions (1.03) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.69 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) 1.63%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .55%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% - ----------------------------------------------------------------------------------------------------------- Total return(g) 2.84%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratio. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 43 CLASS R3
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $6.55 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .03(c) Net gains (losses) (both realized and unrealized) .15 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .18 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.10) Distributions from realized gains (.93) - ----------------------------------------------------------------------------------------------------------- Total distributions (1.03) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.70 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) 1.38%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets .80%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% - ----------------------------------------------------------------------------------------------------------- Total return(g) 3.03%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratio. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- 44 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT CLASS R4*
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007 2006 2005 2004 2003 Net asset value, beginning of period $5.90 $5.85 $5.36 $4.99 $4.52 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .07(b) .10 .07 .04 .03 Net gains (losses) (both realized and unrealized) .78 .32 .70 .61 .45 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .85 .42 .77 .65 .48 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) (.08) (.05) (.04) (.01) Distributions from realized gains (.93) (.29) (.23) (.24) -- - ----------------------------------------------------------------------------------------------------------- Total distributions (1.01) (.37) (.28) (.28) (.01) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.74 $5.90 $5.85 $5.36 $4.99 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- $-- $-- $-- $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(c),(d) 1.12%(e) 1.00% 1.11% 1.06%(e) .95%(e) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.14% 1.69% 1.25% 1.12% 1.30% - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% 46% 57% 59% 77% - ----------------------------------------------------------------------------------------------------------- Total return(f) 14.67% 7.55% 14.67% 13.14% 10.76% - -----------------------------------------------------------------------------------------------------------
* Effective Dec. 11, 2006, Class Y was renamed Class R4. (a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using average shares outstanding method. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) The Investment Manager and its affiliates waived/reimbursed the Fund for certain expenses. Had they not done so, the annual ratios of expenses for Class R4 would have been 1.13%, 1.36%, and 2.46% for the years ended July 31, 2007, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 45 CLASS R5
PER SHARE INCOME AND CAPITAL CHANGES(a) FISCAL PERIOD ENDED JULY 31, 2007(B) Net asset value, beginning of period $6.55 - ----------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .05(c) Net gains (losses) (both realized and unrealized) .15 - ----------------------------------------------------------------------------------------------------------- Total from investment operations .20 - ----------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.10) Distributions from realized gains (.93) - ----------------------------------------------------------------------------------------------------------- Total distributions (1.03) - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.72 - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- - ----------------------------------------------------------------------------------------------------------- Ratio of expenses to average daily net assets(d),(e) .83%(f) - ----------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average daily net assets 1.45%(f) - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate (excluding short-term securities) 35% - ----------------------------------------------------------------------------------------------------------- Total return(g) 3.40%(h) - -----------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using average shares outstanding method. (d) Expense ratio is based on total expenses of the Fund before reduction of earnings and bank fee credits on cash balances. Includes the impact of a performance incentive adjustment fee, if any. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratio. (f) Adjusted to an annual basis. (g) Total return does not reflect payment of a sales charge. (h) Not annualized. - -------------------------------------------------------------------------------- 46 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF THE RIVERSOURCE LARGE CAP VALUE FUND: We have audited the accompanying statement of assets and liabilities, including the schedule of investments in securities, of RiverSource Large Cap Value Fund (the Fund), one of the portfolios constituting the RiverSource Large Cap Series, Inc., as of July 31, 2007, and the related statements of operations, changes in net assets, and financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The financial statements and financial highlights of the Fund for the periods presented through July 31, 2006, were audited by other auditors whose report dated September 20, 2006, expressed an unqualified opinion on those financial statements and financial highlights. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audit provides a reasonable basis for our opinion. - -------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT 47 In our opinion, the 2007 financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of RiverSource Large Cap Value Fund of the RiverSource Large Cap Series, Inc. at July 31, 2007, the results of its operations, changes in its net assets, and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles. Ernst & Young LLP Minneapolis, Minnesota September 20, 2007 - -------------------------------------------------------------------------------- 48 RIVERSOURCE LARGE CAP VALUE FUND -- 2007 ANNUAL REPORT The financial statements and reports of Independent Registered Public Accounting Firm (KPMG LLP), dated Sept. 20, 2006, for RiverSource Disciplined Equity Fund, RiverSource Growth Fund, RiverSource Large Cap Equity Fund and RiverSource Large Cap Value Fund are incorporated by reference to that filed in Registrant's Post-Effective Amendment No. 82 to Registration Statement No. 2-38355 on or about Sept. 27, 2006. PART C. OTHER INFORMATION Item 23. Exhibits. (a)(1) 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. (a)(2) 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. (a)(3) Articles of Amendment, dated November 14, 2002, filed electronically Registration Statement No. 2-38355, are incorporated by reference. (a)(4) Articles of Amendment, dated April 21, 2006, filed electronically on or about Sept. 27, 2006 as Exhibit (a)(4) to Registrant's Post-Effective Amendment No. 82 to Registration Statement No. 2-38355 are incorporated by reference. (a)(5) Certificate of Designation, dated Nov. 28, 2006 is filed electronically herewith as Exhibit (a)(5) to Registrant's Post-Effective Amendment No. 84 to Registration Statement No. 2-38355. (b) 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. (c) Stock certificate, filed as Exhibit No. 3 to Registrant's Amendment No. 1 to Registration Statement No. 2-38355, dated Feb. 2, 1971, is incorporated by reference. (d) Investment Management Services Agreement, dated May 1, 2006, between Registrant and RiverSource Investments, LLC filed electronically on or about Sept. 27, 2006 as Exhibit (d) to Registrant's Post-Effective Amendment No. 82 to Registration Statement No. 2-38355 is incorporated by reference. (e)(1) Distribution Agreement, effective Oct. 1, 2005, amended and restated as of May 1, 2007, between Registrant and Ameriprise Financial Services, Inc. filed electronically on or about May 29, 2007 as Exhibit (e)(1) to RiverSource Selected Series, Inc. Post-Effective Amendment No. 47 to Registration Statement No. 2-93745 is incorporated by reference. (e)(2) Distribution Agreement, effective Aug. 1, 2006, amended and restated as of May 1, 2007, between Registrant and RiverSource Distributors, Inc. filed electronically on or about May 29, 2007 as Exhibit (e)(2) to RiverSource Selected Series, Inc. Post-Effective Amendment No. 47 to Registration Statement No. 2-93745 is incorporated by reference. (e)(3) 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. (e)(4) 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. (f) Bonus or Profit Sharing Contracts: Not Applicable. (g)(1) Custodian Agreement, dated Oct. 1, 2005, amended and restated as of May 1, 2007, between Registrant and Ameriprise Trust Company filed electronically on or about May 29, 2007 as Exhibit (g)(1) to RiverSource Selected Series, Inc. Post-Effective Amendment No. 47 to Registration Statement No. 2-93745 is incorporated by reference. (g)(2) 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 25, 1999 is incorporated by reference. (g)(3) Custodian Agreement First Amendment between American Express Trust Company and The Bank of New York, dated Dec. 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. (g)(4) 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. (g)(5) Custodian Agreement Amendment between American Express Trust Company and The Bank of New York, dated Jan. 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. (g)(6) 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 AXP Partners Series, Inc. Post-Effective Amendment No. 7 to Registration Statement No. 333-57852, filed on or about May 22, 2003, is incorporated by reference. (h)(1) Administrative Services Agreement, dated Oct. 1, 2005, amended and restated as of May 1, 2007, between Registrant and Ameriprise Financial, Inc. filed electronically on or about June 28, 2007 as Exhibit (h)(1) to RiverSource Retirement Series Trust Post-Effective Amendment No. 3 to Registration Statement No. 333-131683 is incorporated by reference. (h)(2) Transfer Agency Agreement, dated Oct. 1, 2005, amended and restated as of May 1, 2007, between Registrant and RiverSource Service Corporation filed electronically on or about May 29, 2007 as Exhibit (h)(2) to RiverSource Selected Series, Inc. Post-Effective Amendment No. 47 to Registration Statement No. 2-93745 is incorporated by reference. (h)(3) Master Plan Administration Services Agreement, dated Dec. 1, 2006, amended and restated as of May 1, 2007, between Registrant and RiverSource Service Corporation filed electronically on or about May 29, 2007 as Exhibit (h)(3) to RiverSource Selected Series, Inc. Post-Effective Amendment No. 47 to Registration Statement No. 2-93745 is incorporated by reference. (h)(4) Agreement of Merger, dated April 10, 1986, filed as Exhibit No. 9 to Post-Effective Amendment No. 33 to Registration Statement No. 2-38355, is incorporated by reference. (h)(5) Agreement and Plan of Reorganization, dated March 10, 2000, between AXP Growth Series, Inc. on behalf of AXP Growth Fund is incorporated by reference to Exhibit (h)(11), to Registrant's Post-Effective Amendment No. 66 filed on or about Sept. 29, 2000. (h)(6) Agreement and Plan of Reorganization, dated Jan. 8, 2004, between AXP Growth Series, Inc. on behalf of AXP Large Cap Equity Fund and American Express Financial Corporation filed electronically on or about Sept. 27, 2004 as Exhibit (h)(10) to Post-Effective Amendment No. 79 to Registration Statement No. 2-38355 is incorporated by reference. (h)(7) Agreement and Plan of Reorganization between AXP Dimensions Series, Inc., on behalf of RiverSource New Dimensions Fund, and AXP Growth Series, Inc., on behalf of RiverSource Large Cap Equity Fund, dated Nov. 10, 2005, filed electronically on or about Sept. 27, 2006 as Exhibit (h)(9) to Registrant's Post-Effective Amendment No. 82 to Registration Statement No. 2-38355 is incorporated by reference. (h)(8) Agreement and Plan of Reorganization between AXP Stock Series, Inc., on behalf of RiverSource Stock Fund, and AXP Growth Series, Inc., on behalf of RiverSource Disciplined Equity Fund, dated Nov. 10, 2005, filed electronically on or about Sept. 27, 2006 as Exhibit (h)(10) to Registrant's Post-Effective Amendment No. 82 to Registration Statement No. 2-38355 is incorporated by reference. (h)(9) Master Fee Cap/Fee Waiver Agreement, dated, Oct. 1, 2005, amended and restated as of May 1, 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 June 28, 2007 as Exhibit (h)(4) to RiverSource Retirement Series Trust Post-Effective Amendment No. 3 to Registration Statement No. 333-131683 is incorporated by reference. (h)(10) License Agreement, amended and restated, dated May 1, 2006, between Ameriprise Financial, Inc. and RiverSource Funds filed electronically on or about May 24, 2006 as Exhibit (h)(5) to RiverSource Selected Series, Inc. Post-Effective Amendment No. 44 to Registration Statement No. 2-93745 is incorporated by reference. (i) Opinion and consent of counsel as to the legality of the securities being registered is filed electronically herewith. (j)(1) Consent of Independent Registered Public Accounting Firm (Ernst and Young LLP) is filed electronically herewith. (j)(2) Consent of Independent Registered Public Accounting Firm (KPMG LLP) is filed electronically herewith. (k) Omitted Financial Statements: Not Applicable. (l) Initial Capital Agreement: Not Applicable. (m)(1) Plan and Agreement of Distribution, dated May 1, 2006, amended and restated as of May 1, 2007, between Registrant and Ameriprise Financial Services, Inc. filed electronically on or about May 29, 2007 as Exhibit (m)(1) to RiverSource Selected Series, Inc. Post-Effective Amendment No. 47 to Registration Statement No. 2-93745 is incorporated by reference. (m)(2) Plan and Agreement of Distribution, dated Aug. 1, 2006, amended and restated as of May 1, 2007, between Registrant and RiverSource Distributors, Inc. filed electronically on or about May 29, 2007 as Exhibit (m)(2) to RiverSource Selected Series, Inc. Post-Effective Amendment No. 47 to Registration Statement No. 2-93745 is incorporated by reference. (n) Rule 18f - 3(d) Plan, amended and restated as of Dec. 11, 2006, filed electronically on or about Jan. 26, 2007 as Exhibit (n) to RiverSource Equity Series, Inc. Post-Effective Amendment No. 103 to Registration Statement No. 2-13188 is incorporated by reference. (o) Reserved. (p)(1) 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. (p)(2) 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. (q) Directors/Trustees Power of Attorney to sign Amendments to this Registration Statement, dated Sept. 11, 2007, is filed electronically herewith as Exhibit (q) to Registrant's Post-Effective Amendment No. 84 to Registration Statement No. 2-38355. Item 24. Persons Controlled by or Under Common Control with Registrant: None. Item 25. 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 26. Business and Other Connections of Investment Adviser (RiverSource Investments, LLC.) Directors and officers of RiverSource Investments, LLC. who are directors and/or officers of one or more other companies: Name and Title Other company(s) Address* Title within other company(s) - ------------------------- ----------------------- ------------------------- ----------------------- Neysa M. Alecu Advisory Capital Partners LLC Anti-Money Laundering Anti-Money Laundering Officer Officer Advisory Capital Strategies Anti-Money Laundering Group Inc. Officer Advisory Convertible Arbitrage Anti-Money Laundering LLC Officer Advisory Select LLC Anti-Money Laundering Officer American Enterprise Anti-Money Laundering Investment Services, Inc. Officer American Enterprise REO 1 LLC Anti-Money Laundering American Express Asset Management Anti-Money Laundering International, Inc. Officer American Express Insurance Anti-Money Laundering Agency of Alabama Inc. Officer American Express Insurance Anti-Money Laundering Agency of Arizona Inc. Officer American Express Insurance Anti-Money Laundering Agency of Idaho Inc. Officer American Express Insurance Anti-Money Laundering Agency of Maryland Inc. Officer American Express Insurance Anti-Money Laundering Agency of Massachusetts Inc. Officer American Express Insurance Anti-Money Laundering Agency of Nevada Inc. Officer American Express Insurance Anti-Money Laundering Agency of New Mexico Inc. Officer American Express Insurance Anti-Money Laundering Agency of Oklahoma Inc. Officer American Express Insurance Anti-Money Laundering Agency of Texas Inc. Officer American Express Insurance Anti-Money Laundering Agency of Wyoming Inc. Officer American Partners Life Anti-Money Laundering Insurance Company Officer Ameriprise Auto & Home Insurance Anti-Money Laundering Agency Inc. Officer Ameriprise Certificate Company Anti-Money Laundering Officer Ameriprise Financial Inc. Anti-Money Laundering Ameriprise Financial Services, Anti-Money Laundering Inc. Officer Boston Equity General Anti-Money Laundering Partner LLC Officer IDS Capital Holdings Inc. Anti-Money Laundering Officer RiverSource Life Insurance Company Anti-Money Laundering Officer IDS Management Corporation Anti-Money Laundering Officer RiverSource Distributors Inc. Anti-Money Laundering Officer RiverSource Service Corporation Anti-Money Laundering Officer Ward D. Armstrong Ameriprise Express Asset Director Director and Senior Management International Inc. Vice President Ameriprise Financial Inc. Senior Vice President - Retirement Services and Asset Management Group Ameriprise Financial Senior Vice President - Services Inc. Retirement Services and Asset Management Group Ameriprise Trust Director and Chairman of Company the Board Kenwood Capital Management LLC Manager John M. Baker Ameriprise Financial Inc. Vice President - Plan Sponsor Vice President Services Ameriprise Financial Vice President - Chief Client Services Inc. Service Officer Ameriprise Trust Director and Senior Vice President Company Dimitris Bertsimas None None Vice President and Senior Portfolio Manager Walter S. Berman Advisory Capital Partners LLC Treasurer Treasurer Advisory Capital Strategies Treasurer Group Inc. Advisory Convertible Arbitrage Treasurer LLC Advisory Select LLC Treasurer American Enterprise REO 1, LLC Treasurer American Express Asset Management Treasurer International, Inc. American Express Vice President and Treasurer Financial Advisors Services Japan Inc. American Express Insurance Treasurer Agency of Alabama Inc. American Express Insurance Treasurer Agency of Arizona Inc. American Express Insurance Treasurer Agency of Idaho Inc. American Express Insurance Treasurer Agency of Maryland Inc. American Express Insurance Treasurer Agency of Massachusetts Inc. American Express Insurance Treasurer Agency of Nevada Inc. American Express Insurance Treasurer Agency of New Mexico Inc. American Express Insurance Treasurer Agency of Oklahoma Inc. American Express Insurance Treasurer Agency of Wyoming Inc. American Express Property Treasurer Casualty Insurance Agency of Kentucky Inc. American Express Property Treasurer Casualty Insurance Agency of Maryland Inc. American Express Property Treasurer Casualty Insurance Agency of Pennsylvania Inc. Ameriprise Auto & Home Insurance Treasurer Agency Inc. Ameriprise Certificate Company Treasurer Ameriprise Financial Inc. Executive Vice President and Chief Financial Ameriprise Financial Director Services Inc. Ameriprise Insurance Company Treasurer AMEX Assurance Company Treasurer Boston Equity General Treasurer Partner LLC IDS Cable Corporation Treasurer IDS Cable II Corporation Treasurer IDS Capital Holdings Inc. Treasurer RiverSource Life Insurance Company Vice President and Treasurer RiverSource Life Insurance Co. Vice President and Treasurer of New York IDS Management Corporation Treasurer IDS Partnership Services Treasurer Corporation IDS Property Casualty Treasurer Insurance Company IDS Realty Corporation Treasurer IDS REO 1, LLC Treasurer IDS REO 2, LLC Treasurer Investors Syndicate Vice President and Treasurer Development Corp. Kenwood Capital Treasurer Management LLC RiverSource Service Corporation Treasurer RiverSource Tax Advantaged Treasurer Investments Inc. Threadneedle Asset Management Director Holdings LTD Richard N. Bush Advisory Capital Partners LLC Senior Vice President - Corporate Tax Senior Vice President - Corporate Tax Advisory Capital Strategies Senior Vice President - Corporate Tax Group Inc. Advisory Convertible Arbitrage Senior Vice President - Corporate Tax LLC American Enterprise Investment Senior Vice President - Corporate Tax Services Inc American Enterprise REO 1 LLC Senior Vice President - Corporate Tax American Express Asset Senior Vice President - Corporate Tax Management International Inc American Express Financial Senior Vice President - Corporate Tax Advisors Japan Inc. American Express Insurance Senior Vice President - Corporate Tax Agency of Alabama Inc. American Express Insurance Senior Vice President - Corporate Tax Agency of Arizona Inc. American Express Insurance Senior Vice President - Corporate Tax Agency of Idaho Inc. American Express Insurance Senior Vice President - Corporate Tax Agency of Maryland Inc. American Express Insurance Senior Vice President - Corporate Tax Agency of Massachusetts Inc. American Express Insurance Senior Vice President - Corporate Tax Agency of Nevada Inc. American Express Insurance Senior Vice President - Corporate Tax Agency of New Mexico Inc American Express Insurance Senior Vice President - Corporate Tax Agency of Oklahoma Inc. American Express Insurance Senior Vice President - Corporate Tax Agency of Wyoming Inc. American Express Property Senior Vice President - Corporate Tax Casualty Insurance Agency of Kentucky Inc. American Express Property Senior Vice President - Corporate Tax Casualty Insurance Agency of Maryland Inc. American Express Property Senior Vice President - Corporate Tax Casualty Insurance Agency of Pennsylvania Inc. Ameriprise Financial Inc. Senior Vice President - Corporate Tax Ameriprise Financial Services Senior Vice President - Corporate Tax Inc. Ameriprise Insurance Company Senior Vice President - Corporate Tax AMEX Assurance Company Senior Vice President - Corporate Tax Boston Equity General Partner LLC Senior Vice President - Corporate Tax IDS Cable Corporation Senior Vice President - Corporate Tax IDS Cable II Corporation Senior Vice President - Corporate Tax IDS Capital Holdings Inc. Senior Vice President - Corporate Tax IDS Futures Corporation Senior Vice President - Corporate Tax RiverSource Life Insurance Company Senior Vice President - Corporate Tax RiverSource Life Insurance Co. of Senior Vice President - Corporate Tax New York IDS Management Corporation Senior Vice President - Corporate Tax IDS Property Casualty Insurance Senior Vice President - Corporate Tax Company IDS Realty Corporation Senior Vice President - Corporate Tax IDS REO 1 LLC Senior Vice President - Corporate Tax IDS REO 2 LLC Senior Vice President - Corporate Tax RiverSource Service Corporation Senior Vice President - Corporate Tax Riversource Tax Advantaged Senior Vice President - Corporate Tax Investments Inc. Kevin J. Callahan None None Vice President Robert D. Ewing Advisory Capital Strategies Vice President Vice President and Senior Group Inc. Portfolio Manager Boston Equity General Vice President Partner LLC Peter A. Gallus Advisory Capital Partners LLC President, Chief Operating Officer Senior Vice President, and Chief Compliance Officer Chief Operating Officer and Assistant Treasurer Advisory Capital Strategies Director, President, Chief Operating Group Inc. Officer and Chief Compliance Officer Advisory Convertible Arbitrage LLC President, Chief Operating Officer and Chief Compliance Officer Advisory Select LLC Vice President and Chief Compliance Officer American Express Asset Assistant Treasurer Management International, Inc. Ameriprise Financial Inc. Vice President - Investment Administration Ameriprise Financial Vice President - CAO Services Inc. Investment Management Boston Equity General President, Chief Operating Officer Partner LLC and Chief Compliance Officer IDS Capital Holdings Inc. Vice President and Controller Kenwood Capital Management LLC Manager Jim Hamalainen Ameriprise Financial Inc. Assistant Treasurer Vice President - Asset Liability Management RiverSource Life Insurance Company Vice President - Investments RiverSource Life Insurance Co. of New York Vice President - Investments James C. Jackson None None Vice President and Senior Portfolio Manager Christopher P. Keating Ameriprise Trust Company Director Head of Institutional Sales, Client Service and Consultant Relationships Michelle M. Keeley American Express Director Director and Executive Vice Asset Management President - Equity and International Inc. Fixed Income Ameriprise Vice President-Investments Certificate Company Ameriprise Financial Inc. Executive Vice President-Equity and Fixed Income Ameriprise Financial Executive Vice President-Equity and Services Inc. Fixed Income Ameriprise Insurance Company Vice President-Investments AMEX Assurance Company Vice President-Investments RiverSource Life Insurance Company Vice President-Investments Ameriprise Property Casualty Insurance Vice President-Investments Company Kenwood Capital Management LLC Manager Brian J. McGrane Advisory Capital Partners LLC Vice President and Chief Financial Vice President and Officer Chief Financial Officer Advisory Capital Vice President and Chief Financial Strategies Group Inc. Officer Advisory Convertible Vice President and Chief Financial Arbitrage LLC Officer Advisory Select LLC Vice President and Chief Financial Officer American Express Asset Vice President and Chief Financial Management International Inc. Officer Ameriprise Vice President and Chief Financial Certificate Company Officer Ameriprise Financial Inc. Senior Vice President and Lead Financial Officer Finance Ameriprise Financial Vice President and Lead Services Inc. Financial Officer Finance Ameriprise Trust Company Director Boston Equity General Vice President and Chief Financial Partner LLC Officer RiverSource Life Insurance Company Director, Executive Vice President and Chief Financial Officer Thomas R. Moore American Enterprise Investment Secretary Secretary Services Inc. American Enterprise REO 1 LLC Secretary American Express Insurance Secretary Agency of Alabama Inc. American Express Insurance Secretary Agency of Arizona Inc. American Express Insurance Secretary Agency of Idaho Inc. American Express Insurance Secretary Agency of Maryland Inc. American Express Insurance Secretary Agency of Massachusetts Inc. American Express Insurance Secretary Agency of Nevada Inc. American Express Insurance Secretary Agency of New Mexico Inc. American Express Insurance Secretary Agency of Oklahoma Inc. American Express Insurance Secretary Agency of Wyoming Inc. American Partners Life Secretary Insurance Company Ameriprise Financial Inc. Secretary Ameriprise Financial Secretary Services Inc. Ameriprise Trust Company Secretary IDS Cable Corporation Secretary IDS Cable II Corporation Secretary IDS Capital Holdings Inc. Secretary RiverSource Life Insurance Company Secretary RiverSource Life Insurance Co. Secretary of New York IDS Management Corporation Secretary IDS Realty Corporation Secretary IDS REO 1 LLC Secretary IDS REO 2 LLC Secretary Investors Syndicate Secretary Development Corporation RiverSource Distributors Inc. Secretary RiverSource Service Corporation Secretary RiverSource Tax Advantaged Secretary Investments Inc. Thomas W. Murphy Ameriprise Certificate Company Vice President - Investments Vice President and Senior Sector Manager Ameriprise Insurance Company Vice President - Investments AMEX Assurance Company Vice President - Investments RiverSource Life Insurance Company Vice President - Investments RiverSource Life Insurance Co. Vice President - Investments of New York IDS Property Casualty Vice President - Investments Insurance Company Patrick T. Olk None None Vice President Benji Orr Advisory Capital Partners LLC Deputy Anti-Money Laundering Deputy Anti-Money Officer Laundering Officer Advisory Capital Strategies Group Deputy Anti-Money Laundering Inc. Officer Advisory Convertible Arbitrage Deputy Anti-Money Laundering LLC Officer Advisory Select LLC Deputy Anti-Money Laundering Officer American Enterprise Investment Deputy Anti-Money Laundering Services Inc Officer American Enterprise REO 1 LLC Deputy Anti-Money Laundering Officer American Express Asset Management Deputy Anti-Money Laundering International Inc. Officer American Express Insurance Agency Deputy Anti-Money Laundering of Alabama Inc. Officer American Express Insurance Agency Deputy Anti-Money Laundering of Arizona Inc. Officer American Express Insurance Agency Deputy Anti-Money Laundering of Idaho Inc. Officer American Express Insurance Agency Deputy Anti-Money Laundering of Maryland Inc. Officer American Express Insurance Agency Deputy Anti-Money Laundering of Massachusetts Inc. Officer American Express Insurance Agency Deputy Anti-Money Laundering of Nevada Inc. Officer American Express Insurance Agency Deputy Anti-Money Laundering of New Mexico Inc. Officer American Express Insurance Agency Deputy Anti-Money Laundering of Oklahoma Inc. Officer American Express Insurance Agency Deputy Anti-Money Laundering of Texas Inc. Officer American Express Insurance Agency Deputy Anti-Money Laundering of Wyoming Inc. Officer American Partners Life Insurance Deputy Anti-Money Laundering Company Officer Ameriprise Auto & Home Insurance Deputy Anti-Money Laundering Agency Inc. Officer Ameriprise Certificate Company Deputy Anti-Money Laundering Officer Ameriprise Financial Inc. Deputy Anti-Money Laundering Officer Ameriprise Financial Services, Deputy Anti-Money Laundering Inc. Officer Boston Equity General Partner LLC Deputy Anti-Money Laundering Officer IDS Capital Holdings Inc. Deputy Anti-Money Laundering Officer RiverSource Life Insurance Company Deputy Anti-Money Laundering Officer IDS Management Corporation Deputy Anti-Money Laundering Officer RiverSource Distributors Inc. Deputy Anti-Money Laundering Officer RiverSource Service Corporation Deputy Anti-Money Laundering Officer Jennifer L. Ponce De Leon None None Vice President and Senior Sector Manager High Yield Warren E. Spitz None None Vice President and Senior Portfolio Manager Nainoor C. "Nick" Thakore Advisory Capital Strategies Vice President Vice President and Senior Group, Inc. Portfolio Manager Boston Equity General Vice President Partner LLC William F. "Ted" Truscott Advisory Capital Strategies Director President, Chairman of the Group Inc. Board and Chief Investment Officer American Express Asset Director Management International, Inc. Ameriprise Certificate Company Director, President and Chief Executive Officer Ameriprise Financial Inc. President - U.S. Asset Management and Chief Investment Officer Ameriprise Financial Senior Vice President and Services Inc. Chief Investment Officer IDS Capital Holdings Inc. Director and President Kenwood Capital Management LLC Manager RiverSource Distributors, Inc. Director Threadneedle Asset Management Director Holdings LTD * Unless otherwise noted, address is 70100 Ameriprise Financial Center, Minneapolis, MN 55474.
Item 27. Principal Underwriters. (a) Ameriprise Financial Services, Inc. and RiverSource Distributors Inc. act as principal underwriters for the following investment companies: RiverSource California Tax-Exempt Trust; RiverSource Bond Series, Inc.; RiverSource Dimensions Series, Inc.; RiverSource Diversified Income Series, Inc.; RiverSource Equity Series, Inc.; RiverSource Global Series, Inc.; RiverSource Government Income Series, Inc.; RiverSource High Yield Income Series, Inc.; RiverSource Income Series, Inc.; RiverSource International Managers Series, Inc.; RiverSource International Series, Inc.; RiverSource Investment Series, Inc.; RiverSource Large Cap Series, Inc.; RiverSource Managers Series, Inc.; RiverSource Market Advantage Series, Inc.; RiverSource Money Market Series, Inc.; RiverSource Retirement Series Trust; RiverSource Sector Series, Inc.; RiverSource Selected Series, Inc.; RiverSource Special Tax-Exempt Series Trust; RiverSource Strategic Allocation Series; Inc., RiverSource Strategy Series, Inc.; RiverSource Tax-Exempt Income Series, Inc.; RiverSource Tax-Exempt Money Market Series, Inc.; RiverSource Tax-Exempt Series, Inc.; Ameriprise Certificate Company. (b) As to each director, officer or partner of the principal underwriter: Name and Principal Position and Offices with Offices with Registrant Business Address(1) Underwriters Neysa M. Alecu Anti-Money Laundering Officer(2),(3) Anti-Money Laundering Officer Gumer C. Alvero Senior Vice President - Annuities(2) None Director(3) Ward D. Armstrong Senior Vice President - None Retirement Services and Asset Management Group(2) None(3) Patrick Bannigan Senior Vice President - Office with Registrant Asset Management, President Products & Marketing Group(2) None(3) John M. Baker Vice President - Chief None Client Service Officer(2) None(3) Timothy V. Bechtold Senior Vice President - None Life and Health Insurance(2) Director(3) Arthur H. Berman Senior Vice President and Treasurer(2) None None(3) Walter S. Berman Director(2) Treasurer None(3) Leslie H. Bodell Vice President - Technologies I(2) None None(3) Rob Bohli Group Vice President - None 10375 Richmond Avenue #600 South Texas(2) Houston, TX 77042 None(3) Walter K. Booker Group Vice President - None 61 South Paramus Road New Jersey(2) Mack-Cali Office Center IV, None(3) 3rd Floor Paramus, NJ 07652 Bruce J. Bordelon Group Vice President - None 1333 N. California Blvd., Northern California(2) Suite 200 None(3) Walnut Creek, CA 94596 Randy L. Boser Vice President - Mutual Fund None Business Development(2) None(3) Richard N. Bush Senior Vice President - None Corporate Tax(2) None(3) Patrick H. Carey Vice President - Fund Relationship(3) None None(2) Kenneth J. Ciak Vice President and None IDS Property Casualty General Manager - IDS 1400 Lombardi Avenue Property Casualty(2) Green Bay, WI 54304 None(3) Paul A. Connolly Vice President - RL HR/US Retail(2) None None(3) James M. Cracchiolo Director and Chairman of None the Board(2) None(3) Scott M. DiGiammarino Group Vice President - None Suite 500, 8045 Leesburg Washington D.C./Baltimore(2) Pike None(3) Vienna, VA 22182 Paul James Dolan Vice President - CAO Product Sales(2) None Chief Operating Officer and Chief Administrative Officer(3) William J. Emptage Vice President - Strategic Planning(2) None None(3) Denise G. Ferguson Vice President - Government Affairs(2) None None(3) Benjamin R. Field Vice President - Finance None Education and Planning Services(2) None(3) Giunero Floro Vice President - Creative None Services(2) None(3) Terrence J. Flynn Vice President - Brokerage & None Clearing Operations(2) None(3) Jeffrey P. Fox Vice President - Investment Treasurer Accounting(2) Chief Financial Officer and Treasurer(3) Laura C. Gagnon Vice President - Investor Relations(2) None None(3) Peter A. Gallus Vice President - CAO - Ameriprise None Financial Services Investment Management(2) None(3) Gary W. Gassmann Group Vice President - None 2677 Central Park Boulevard Detroit Metro(2) Suite 350 None(3) Southfield, MN 48076 John C. Greiber Group Vice President - None Minnesota/Iowa(2) None(3) Martin T. Griffin Vice President and National Sales None Manager External Channel(2) President - Outside Distribution(3) Steven Guida Vice President - None New Business and Service(2) None(3) Janis K. Heaney Vice President - None Incentive Management(2) None(3) Brian M. Heath Director, Chief Executive Officer None Suite 150 and President(2) 801 E. Campbell Road None(3) Richardson, TX 75081 Jon E. Hjelm Group Vice President - None 655 Metro Place South Ohio Valley(2) Suite 570 None(3) Dublin, OH 43017 David X. Hockenberry Group Vice President - None 830 Crescent Centre Drive MidSouth(2) Suite 490 None(3) Franklin, TN 37067-7217 Kelli A. Hunter Executive Vice President - None Human Resources(2) None(3) Debra A. Hutchinson Vice President - Technologies I(2) None None(3) Theodore M. Jenkin Group Vice President - None 6000 Freedom Square Drive Steel Cities(2) Suite 300 None(3) Cleveland, OH 44131 James M. Jensen Vice President - None Compensation and Licensing Services(2) None(3) Gregory C. Johnson Group Vice President - None 4 Atrium Drive, #100 Upstate New York/Vermont(2) Albany, NY 12205 None(3) Jody M. Johnson Group Vice President - None Twin Cities Metro(2) None(3) Nancy E. Jones Vice President - Advisor None Marketing(2) None(3) William A. Jones Vice President - Technologies III(2) None None(3) John C. Junek Senior Vice President and None General Counsel(2) None(3) Michelle M. Keeley Executive Vice President - Vice President - Investments Equity and Fixed Income(2) None(3) Raymond G. Kelly Group Vice President - None Suite 250 Northern Texas(2) 801 East Campbell Road None(3) Richardson, TX 75081 Richard Laiderman Treasurer(2),(3) None Lori J. Larson Vice President - Advisor None Field Force Growth and Retention(2) None(3) Daniel E. Laufenberg Vice President - Chief None U.S. Economist(2) None(3) Jane W. Lee Vice President - General None Manager Platinum Active Financial Services(2) None(3) Catherine M. Libbe Vice President - Marketing None & Product Retirement Services(2) None(3) Kurt W. Lofgren Vice President and Chief Compliance Officer - U.S. Retail Distribution(2) None(3) Diane D. Lyngstad Chief Financial Officer and None Vice President - Comp and Licensing Services(2) None(3) Charles N. Maglaque Senior Vice President and None Business Planning and Operations for USAG(2) None(3) Timothy J. Masek Vice President - None Fixed Income Research(2) None(3) Frank A. McCarthy Vice President and General Manager - None External Products Group(2) None(3) Brian J. McGrane Vice President and Lead Financial Vice President and Officer - Finance(2) Chief Financial Officer None(3) Dean O. McGill Group Vice President - None 11835 W. Olympic Blvd Los Angeles Metro(2) Suite 900 East None(3) Los Angeles, CA 90064 Jeffrey McGregor Vice President and National None Sales Manager for Distribution(2) President - Inside Distribution(3) Sarah M. McKenzie Senior Vice President - Managed and None Brokerage Products (BMP)(2) None(3) Penny J. Meier Vice President - Business None Transformation/Six Sigma(2) None(3) Thomas R. Moore Secretary(2),(3) Secretary Rebecca A. Nash Vice President - Service None Operations(2) None(3) Thomas V. Nicolosi Group Vice President - None Suite 220 New York Metro Area(2) 500 Mamaroneck Ave. None(3) Harrison, NY 10528 Gregory A. Nordmeyer Vice President and General Manager - External Products Group(2) None None(3) Patrick H. O'Connell Group Vice President - None Commerce Center One Southern New England(2) 333 East River None(3) Hartford, CT 06108-4200 Geoffery Oprandy Group Vice President - Southwest(2) None 11811 N. Tatum Blvd. Suite 1030 None(3) Phoenix, AZ 85028 Benji Orr Deputy Anti-Money Laundering Deputy Anti-Money Laundering Officer(2),(3) Officer Douglas J. Parish General Auditor(2) None None(3) Kristi L. Petersen Vice President - One Account None and Cash(2) None(3) Scott R. Plummer None(2) None Chief Counsel(3) John G. Poole Group Vice President - None 14755 North Outer Forty Road Gateway/Springfield(2) Suite 500 None(3) Chesterfield, MO 63017 Larry M. Post Group Vice President - None 2 Constitution Plaza New England(2) Charlestown, MA 02129 None(3) Michael J. Rearden Group Vice President - None 1800 S. Pine Island Road, Suite 510 Southern Florida(2) Plantation, FL 33324 None(3) Ralph D. Richardson III Group Vice President - None Suite 100 Carolinas(2) 5511 Capital Center Drive None(3) Raleigh, NC 27606 Mark A. Riordan Senior Vice President and None Chief Financial Officer(2) None(3) Julie Ruether None(2) None Chief Compliance Officer(3) Mark E. Schwarzmann None(2) None Director, President and Chief Executive Officer(3) Kim M. Sharan Executive Vice President and Chief Marketing Officer(2) None(3) Jacqueline M. Sinjem Vice President - Plan None Sponsor Services(2) None(3) Martin S. Solhaug Vice President - International None Comp and Benefits(2) None(3) Albert L. Soule Group Vice President - None 6925 Union Park Center Western Frontier(2) Suite 200 None(3) Midvale, UT 84047 Bridget M. Sperl Senior Vice President - None Client Service Organization(2) None(3) Kathy Stalwick Vice President(2) None None(3) Paul J. Stanislaw Group Vice President - None Suite 1100 Southern California/Hawaii(2) Two Park Plaza None(3) Irvine, CA 92614 Lisa A. Steffes Vice President - None Marketing Officer Development(2) None(3) David K. Stewart Vice President and Controller(2) Vice President, Controller None(3) and Chief Accounting Officer Jeffrey J. Stremcha Vice President - Technologies I(2) None None(3) John T. Sweeney Vice President - Internal Reporting(2) None None(3) Joseph E. Sweeney President - Financial Planning, None Products and Services(2) Senior Vice President, General Manager - U.S. Brokerage and Membership Banking(3) Craig P. Taucher Group Vice President - None Suite 150 Georgia/North Florida(2) 4190 Belfort Rd. None(3) Jackonville, FL 32216 Neil G. Taylor Group Vice President - None 601 108th Ave North East Pacific Northwest(2) Suite 1800 None(3) Bellevue, WA 98004-5902 William F. "Ted" Truscott Senior Vice President and Board member and Chief Investment Officer(2) Vice President Director(3) George F. Tsafaridis Vice President - Quality & None Service Support(2) None(3) Janet M. Vandenbark Group Vice President - None 3951 Westerre Parkway, Suite 250 Virginia(2) Richmond, VA 23233 None(3) Ramanathan Venkataramanan Vice President - Technologies III(2) None None(3) Peter S. Velardi Senior Vice President - None US Advisor Group South(2) None(3) Andrew O. Washburn Vice President - None Mutual Fund Marketing(2) Vice President(3) Donald F. Weaver Group Vice President - None 3500 Market Street, Eastern Pennsylvania/ Suite 200 Delaware(2) Camp Hill, PA 17011 None(3) Phil Wentzel Vice President - Finance(2) None None(3) Robert K. Whalen Group Vice President - None 939 West North Ave Chicago Metro(2) Chicago, IL 60606 None(3) Jeffrey A. Williams Senior Vice President - None Cross-Sell/Strategic Management(2) None(3) William J. Williams Senior Vice President - None US Advisor Group Central(2) Senior Vice President - Field Management(3) Dianne L. Wilson Vice President - Insurance None Operations(2) None(3) Gayle W. Winfree Group Vice President - None 1 Galleria Blvd. Suite 1900 Delta States(2) Metairie, LA 70001 None(3) Michael R. Woodward Senior Vice President - None 32 Ellicott St US Advisor Group East(2) Suite 100 Senior Vice President - Batavia, NY 14020 Field Management(3) John R. Woerner Senior Vice President - Strategic None Planning and Business Development(2) None(3) (1) Business address is: 70100 Ameriprise Financial Center, Minneapolis, MN 55474 unless otherwise noted. (2) Position and Offices with Ameriprise Financial Services, Inc. (3) Position and Offices with RiverSource Distributors Inc.
Item 27 (c). Not Applicable. Item 28. Location of Accounts and Records Ameriprise Financial, Inc. 70100 Ameriprise Financial Center Minneapolis, MN 55474 Item 29. Management Services Not Applicable. Item 30. Undertakings Not Applicable. SIGNATURES Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant, RIVERSOURCE LARGE CAP SERIES, INC., certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Minneapolis and State of Minnesota on the 26th day of Sept., 2007. RIVERSOURCE LARGE CAP SERIES, INC. By /s/ Patrick T. Bannigan ---------------------------------- Patrick T. Bannigan President By /s/ Jeffrey P. Fox ---------------------------------- Jeffrey P. Fox Treasurer Pursuant to the requirements of the Securities Act, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 26th day of Sept., 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 herewith as Exhibit (q) to Registrant's Post-Effective Amendment No. 84 to Registration Statement No. 2-38355, by: /s/ Scott R. Plummer - ------------------------------------- Scott R. Plummer CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 84 TO REGISTRATION STATEMENT NO. 2-38355 This Post-Effective Amendment contains the following papers and documents: The facing sheet. Part A. The prospectuses for: RiverSource Disciplined Equity Fund. RiverSource Growth Fund. RiverSource Large Cap Equity Fund. RiverSource Large Cap Value Fund. Part B. Statement of Additional Information. Financial statements. Part C. Other information. The signatures. EXHIBIT INDEX (a)(5) Certificate of Designation, dated Nov. 28, 2006. (i) Opinion and consent of counsel as to the legality of the securities being registered. (j)(1) Consent of Independent Registered Public Accounting Firm (Ernst and Young LLP). (j)(2) Consent of Independent Registered Public Accounting Firm (KPMG LLP). (q) Directors/Trustees Power of Attorney to sign Amendments to this Registration Statement, dated Sept. 11, 2007. EX-99.(A)(5) 2 c16788bexv99wxayx5y.txt CERTIFICATE OF DESIGNATION Exhibit 99(a)(5) STATEMENT OF RIVERSOURCE LARGE CAP SERIES, INC. CERTIFYING RESOLUTION CREATING RIGHTS AND PREFERENCES FOR SERIES AND CLASSES OF CAPITAL STOCK ADOPTED BY BOARD OF DIRECTORS NOVEMBER 8-9, 2006 I, duly elected Secretary of RiverSource Large Cap Series, Inc. a Minnesota corporation, file this Statement and certify that the following is a true and correct copy of the resolution adopted by the Board of RiverSource Large Cap Series, Inc. on November 8-9, 2006, and replaces the resolution adopted September 13-14, 2006 which was filed with the Secretary of State on October 9, 2006. The resolution was adopted by the affirmative vote of a majority of the directors present pursuant to Section 302A.401, subsection 2(a) of the Minnesota Business Corporation Act and Article III, Section 1, of the Corporation's Articles of Incorporation. RESOLVED, That capital stock shall be issued in series with each series of stock evidencing an interest in a separate portfolio of investment securities and cash; and RESOLVED, That the series of capital stock shall be a separate investment company established and offered to investors pursuant to registration statement filed with the Securities and Exchange Commission and each series shall have those rights and preferences as set forth in the registration statements, declared effective by the Securities and Exchange Commission, and as required under the provisions of the Investment Company Act of 1940, as amended, and all rules and regulations promulgated thereunder, effective on the date the stock was purchased or exchanged, or as subsequently changed as permitted by law; and RESOLVED, That the series shall be: RiverSource Growth Fund, RiverSource Large Cap Equity Fund, RiverSource Large Cap Value Fund and RiverSource Disciplined Equity Fund and all additional series that may be subsequently established and offered. RESOLVED, That capital stock of RiverSource Large Cap Equity Fund and RiverSource Large Cap Value Fund shall be issued pursuant to a class designation A, B, C, I, R2, R3, R4 or R5; and two series RiverSource Growth Fund and RiverSource Disciplined Equity Fund shall be issued pursuant to a class designation A, B, C, I, R2, R3, R4, R5 or W; and any series can have such other class designation as shall be established by the Board, such class designation as shall be determined by the difference in the amount of distribution costs, shareholder service fees, transfer agent fees, voting rights and exchange privileges as those differences are set out in the registration statements filed with the Securities and Exchange Commission pursuant to which the shares are offered to investors and effective on the date the shares were purchased or as subsequently changed as permitted by law; and in all other manner the classes shall be the same; and RESOLVED, That all monies received by the corporation for the issuance and sale of stock of a series, together with all assets, income, earnings, profits and proceeds derived therefrom, shall be the assets solely of the series to which the stock relates and any monies received not specifically identified as belonging to a series shall be allocated between or among all series of the corporation in proportion to the respective net assets of the series or as the Board shall determine; and RESOLVED, That all liabilities and expenses incurred on behalf of a series shall be charged against the assets of that series and be solely the obligations of that series to which they relate and all liabilities and expenses of the corporation not specifically pertaining to a series shall be charged against all series in proportion to the respective net assets of each series or as the Board determines; and RESOLVED, That assets identified as relating to a class shall belong solely to the shareholders of that class and liabilities, costs and expenses applicable to a class shall be the obligations solely of that class and it being understood that dividends and distributions may vary between and among classes to reflect different allocations of liabilities, costs and expenses and the resultant differences in net asset values of the classes; and RESOLVED, That each series may convert the class designation on any share to another class designation automatically in accordance with the terms set forth in the registration statements filed with the Securities and Exchange Commission and effective on the date the stock was purchased or exchanged or as subsequently changed as permitted by law; and RESOLVED, That dividends and distributions shall be determined and paid by each series out of the assets, earnings or surplus of that series in an amount solely at the discretion of the Board as permitted by Minnesota law; and RESOLVED, That in the event of liquidation or dissolution of the corporation, holders of shares of a series shall have priority and shall be entitled to the assets belonging to that series; and RESOLVED, That the Board may invest the assets of a series in shares of another open-end management investment company for the purpose of having those assets managed as part of a combined pool; and RESOLVED, That each share of capital stock shall be voted by series and/or by class (a) as required by the provisions of the Investment Company Act of 1940, as amended, and all rules and regulations promulgated thereunder; (b) when the Board determines that a matter affects series or classes in a materially different way; or (c) when the Board determines a matter affects only one or some of the series or classes; and further RESOLVED, That all provisions pertaining to capital stock as set forth in Article III of the Corporation's Articles of Incorporation apply to each series and to each class. IN WITNESS WHEREOF, this statement is signed on behalf of the Corporation on November 28, 2006. RIVERSOURCE LARGE CAP SERIES, INC. /s/ Leslie L. Ogg ---------------------------------------- Leslie L. Ogg Secretary STATE OF MINNESOTA DEPARTMENT OF STATE FILED NOV. 30, 2006 /s/ Marry Kiffmeyer Secretary of State EX-99.(I) 3 c16788bexv99wxiy.txt OPINION AND CONSENT OF COUNSEL Exhibit 99(i) September 26, 2007 RiverSource Large Cap Series, Inc. 50606 Ameriprise Financial Center Minneapolis, Minnesota 55474 Gentlemen: I have examined the Articles of Incorporation and the By-Laws of RiverSource Large Cap Series, Inc. (the Company) and all necessary certificates, permits, minute books, documents and records of the Company, and the applicable statutes of the State of Minnesota, and it is my opinion that the shares sold in accordance with applicable federal and state securities laws will be legally issued, fully paid, and nonassessable. This opinion may be used in connection with the Post-Effective Amendment. Sincerely, /s/ Scott R. Plummer - ------------------------------------- Scott R. Plummer General Counsel RiverSource Funds EX-99.(J)(1) 4 c16788bexv99wxjyx1y.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99(j)(1) Consent of Independent Registered Public Accounting Firm We consent to the references to our firm under the captions "Financial Highlights" in the Prospectuses and "Independent Registered Public Accounting Firm" in the Statement of Additional Information and to the use and incorporation by reference of our reports dated September 20, 2007 on the financial statements of the RiverSource Disciplined Equity Fund, RiverSource Growth Fund, RiverSource Large Cap Equity Fund, and RiverSource Large Cap Value Fund of the RiverSource Large Cap Series, Inc., included in the Annual Reports for the year ended July 31, 2007, as filed with the Securities and Exchange Commission in Post-Effective Amendment No. 84 to the Registration Statement (Form N-1A, No. 2-38355) of the RiverSource Large Cap Series, Inc. /s/ Ernst & Young LLP Minneapolis, Minnesota September 25, 2007 EX-99.(J)(2) 5 c16788bexv99wxjyx2y.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99(j)(2) Consent of Independent Registered Public Accounting Firm The board and shareholders RiverSource Large Cap Series, Inc.: RiverSource Disciplined Equity Fund RiverSource Growth Fund RiverSource Large Cap Equity Fund RiverSource Large Cap Value Fund We consent to the use of our reports dated September 20, 2006 incorporated by reference and to the references to our Firm under the headings "Financial Highlights" in Part A and "Independent Registered Public Accounting Firm" in Part B of the Registration Statement. /s/ KPMG LLP Minneapolis, Minnesota September 26, 2007 EX-99.(Q) 6 c16788bexv99wxqy.txt DIRECTORS/TRUSTEES POWER OF ATTORNEY Exhibit 99(q) 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 investment companies that previously have filed registration statements and amendments thereto pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940 with the Securities and Exchange Commission:
1933 Act 1940 Act Reg. Number Reg. Number ----------- ----------- RiverSource Bond Series, Inc. 2-72174 811-3178 RiverSource California Tax-Exempt Trust 33-5103 811-4646 RiverSource Dimensions Series, Inc. 2-28529 811-1629 RiverSource Diversified Income Series, Inc. 2-51586 811-2503 RiverSource Equity Series, Inc. 2-13188 811-772 RiverSource Global Series, Inc. 33-25824 811-5696 RiverSource Government Income Series, Inc. 2-96512 811-4260 RiverSource High Yield Income Series, Inc. 2-86637 811-3848 RiverSource Income Series, Inc. 2-10700 811-499 RiverSource International Managers Series, Inc. 333-64010 811-10427 RiverSource International Series, Inc. 2-92309 811-4075 RiverSource Investment Series, Inc. 2-11328 811-54 RiverSource Large Cap Series, Inc. 2-38355 811-2111 RiverSource Managers Series, Inc. 333-57852 811-10321 RiverSource Market Advantage Series, Inc. 33-30770 811-5897 RiverSource Money Market Series, Inc. 2-54516 811-2591 RiverSource Sector Series, Inc. 33-20872 811-5522 RiverSource Selected Series, Inc. 2-93745 811-4132 RiverSource Series Trust 333-131683 811-21852 RiverSource Short Term Investments Series, Inc. N/A 811-21914 RiverSource Special Tax-Exempt Series Trust 33-5102 811-4647 RiverSource Strategic Allocation Series, Inc. 2-93801 811-4133 RiverSource Strategy Series, Inc. 2-89288 811-3956 RiverSource Tax-Exempt Series, Inc. 2-57328 811-2686 RiverSource Tax-Exempt Income Series, Inc. 2-63552 811-2901 RiverSource Tax-Exempt Money Market Series, Inc. 2-66868 811-3003 RiverSource Variable Portfolio-Income Series, Inc. 2-73113 811-3219 RiverSource Variable Portfolio-Investment Series, Inc. 2-73115 811-3218 RiverSource Variable Portfolio-Managed Series, Inc. 2-96367 811-4252 RiverSource Variable Portfolio-Managers Series, Inc 333-61346 811-10383 RiverSource Variable Portfolio-Money Market Series, Inc. 2-72584 811-3190 RiverSource Variable Portfolio-Select Series, Inc. 333-113780 811-21534 RiverSource Variable Series Trust * *
* To be assigned. hereby constitutes and appoints Steven R. Lewis, Jr., any other member of the Boards who is not an interested person of the investment manager, and Scott R. Plummer 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. Dated the 11th day of September, 2007. /s/ Kathleen A. Blatz /s/ Jeffrey Laikind - ------------------------------------- ---------------------------------------- Kathleen A. Blatz Jeffrey Laikind /s/ Arne H. Carlson /s/ Stephen R. Lewis, Jr. - ------------------------------------- ---------------------------------------- Arne H. Carlson Stephen R. Lewis, Jr. /s/ Pamela G. Carlton /s/ Catherine James Paglia - ------------------------------------- ---------------------------------------- Pamela G. Carlton Catherine James Paglia /s/ Patricia M. Flynn /s/ Alison Taunton-Rigby - ------------------------------------- ---------------------------------------- Patricia M. Flynn Alison Taunton-Rigby /s/ Anne P. Jones /s/ William F. (Ted) Truscott - ------------------------------------- ---------------------------------------- Anne P. Jones William F. (Ted) Truscott -----END PRIVACY-ENHANCED MESSAGE-----