40-17F2 1 c21083be40v17f2.txt FORM N-17F2 ------------------------ OMB APPROVAL ------------------------ OMB Number: 3235-0360 Expires: July 31, 2009 Estimated average burden hours per response...2.1 ------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-17F-2 Certificate of Accounting of Securities and Similar Investments in the Custody of Management Investment Companies Pursuant to Rule 17f-2[17 CFR 270.17f-2] -------------------------------------------------------------------------------- 1. Investment Company Act File Number: Date examination completed: 811-2111 October 22, 2007 -------------------------------------------------------------------------------- 2. State identification Number: AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY PUERTO RICO Other (specify): -------------------------------------------------------------------------------- 3. Exact name of investment company as specified in registration statement: RiverSource Large Cap Series, Inc. -------------------------------------------------------------------------------- 4. Address of principal executive office (number, street, city, state, zip code): 50606 Ameriprise Financial Center, Minneapolis, MN 55474 -------------------------------------------------------------------------------- INSTRUCTIONS This Form must be completed by investment companies that have custody of securities or similar investments. INVESTMENT COMPANY 1. All items must be completed by the investment company. 2. Give this Form to the independent public accountant who, in compliance with Rule 17f-2 under the Act and applicable state law, examines securities and similar investments in the custody of the investment company. ACCOUNTANT 3. Submit this Form to the Securities and Exchange Commission and appropriate state securities administrators when filing the certificate of accounting required by Rule 17f-2 under the Act and applicable state law. File the original and one copy with the Securities and Exchange Commission's principal office in Washington, D.C., one copy with the regional office for the region in which the investment company's principal business operations are conducted, and one copy with the appropriate state administrator(s), if applicable. THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT Report of Independent Registered Public Accounting Firm To the Board of Directors of RiverSource Funds We have examined management's assertion, included in the accompanying Management Statement Regarding Compliance With Certain Provisions of the Investment Company Act of 1940, that the following Funds: RiverSource Cash Management Fund, RiverSource Growth Fund, RiverSource Limited Duration Bond Fund, RiverSource Core Bond Fund, RiverSource Income Opportunities Fund, RiverSource Short Term Cash Fund, RiverSource Inflation Protected Securities Fund, RiverSource VP - Cash Management Fund, RiverSource Strategic Allocation Fund, RiverSource Floating Rate Fund, RiverSource Disciplined Small and Mid Cap Equity Fund, RiverSource Disciplined Large Cap Growth Fund, RiverSource Strategic Income Allocation Fund; of the RiverSource Funds (referred to collectively as the Funds) complied with the requirements of subsections (b) and (c) of rule 17f-2 of the Investment Company Act of 1940 (the Act) as of July 31, 2007. Management is responsible for the Funds' compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Funds' compliance based on our examination. Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Funds' compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. Included among our procedures were the following tests performed as of July 31, 2007, and with respect to agreement of security purchases and sales, for the period from August 1, 2006 through July 31, 2007: - Count and inspection of all securities located in the vault of Ameriprise Trust Company (the Custodian) was not performed as no securities of the Funds were held in the Custodian's vault; - Confirmation of all securities held by institutions in book entry form (Wells Fargo and Depository Trust Company); - Confirmation of all securities hypothecated, pledged, placed in escrow, or out for transfer with brokers, pledgees, or transfer agents; - Review of reconciliation of all such securities to the books and records of the Funds and the Custodian; - Agreement of twelve security purchases and thirteen security sales or maturities from the books and records of the Funds to broker confirmations. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Funds' compliance with specified requirements. In our opinion, management's assertion that the Funds complied with the requirements of subsections (b) and (c) of rule 17f-2 of the Act as of July 31, 2007, with respect to securities reflected in the investment accounts of the Funds is fairly stated, in all material respects. This report is intended solely for the information and use of management and the Board of Directors of the Funds and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. /s/ Ernst & Young LLP Minneapolis, Minnesota October 22, 2007 Management Statement Regarding Compliance With Certain Provisions of the Investment Company Act of 1940 October 22, 2007 I, as a member of management of the RiverSource Cash Management Fund, RiverSource Growth Fund, RiverSource Limited Duration Bond Fund, RiverSource Core Bond Fund, RiverSource Income Opportunities Fund, RiverSource Short Term Cash Fund, RiverSource Inflation Protected Securities Fund, RiverSource VP - Cash Management Fund, RiverSource Strategic Allocation Fund, RiverSource Floating Rate Fund, RiverSource Disciplined Small and Mid Cap Equity Fund, RiverSource Disciplined Large Cap Growth Fund, RiverSource Strategic Income Allocation Fund of the RiverSource Funds (referred to collectively as the Funds), am responsible for complying with the requirements of subsections (b) and (c) of rule 17f-2, "Custody of Investments by Registered Management Investment Companies," of the Investment Company Act of 1940. I am also responsible for establishing and maintaining effective internal controls over compliance with those requirements. I have performed an evaluation of the Funds' compliance with the requirements of subsections (b) and (c) of rule 17f-2 as of July 31, 2007, and from the date of the last examination of each fund through July 31, 2007. Based on this evaluation, I assert that the Funds were in compliance with the requirements of subsections (b) and (c) of rule 17f-2 of the Investment Company Act of 1940 as of July 31, 2007, and from the date of the last examination of each fund through July 31, 2007, with respect to securities reflected in the investment accounts of the Funds. By: /s/ Jeffrey P. Fox -------------------------------- Jeffrey P. Fox Treasurer RiverSource Funds