.
                                                                               .
                                                                               .

                                                                    (RIVERSOURCE
INVESTMENTS LOGO)
                    PROSPECTUS SUPPLEMENT -- MARCH 3, 2008*



NAME OF FUND                                                                                PROSPECTUS DATE   FORM NUMBER
- ------------                                                                                ---------------   -----------
                                                                                                        
RiverSource Aggressive Growth Fund                                                          July 30, 2007     S-6260-99 H
RiverSource Balanced Fund                                                                   Nov. 29, 2007     S-6326-99 AC
RiverSource Disciplined Equity Fund                                                         Sept. 28, 2007    S-6263-99 G
RiverSource Disciplined International Equity Fund                                           Dec. 28, 2007     S-6506-99 D
RiverSource Disciplined Large Cap Growth Fund                                               Nov. 29, 2007     S-6285-99 C
RiverSource Disciplined Small and Mid Cap Equity Fund                                       Sept. 28, 2007    S-6505-99 D
RiverSource Disciplined Small Cap Value Fund                                                Sept. 28, 2007    S-6397-99 D
RiverSource Diversified Equity Income Fund                                                  Nov. 29, 2007     S-6475-99 AC
RiverSource Dividend Opportunity Fund                                                       Aug. 29, 2007     S-6341-99 AC
RiverSource Emerging Markets Fund                                                           Dec. 28, 2007     S-6354-99 T
RiverSource Equity Value Fund                                                               May 30, 2007      S-6382-99 V
RiverSource European Equity Fund                                                            Dec. 28, 2007     S-6006-99 L
RiverSource Fundamental Growth Fund                                                         July 30, 2007     S-6261-99 H
RiverSource Fundamental Value Fund                                                          July 30, 2007     S-6236-99 K
RiverSource Global Equity Fund                                                              Dec. 28, 2007     S-6334-99 AD
RiverSource Global Technology Fund                                                          Dec. 28, 2007     S-6395-99 M
RiverSource Growth Fund                                                                     Sept. 28, 2007    S-6455-99 AC
RiverSource International Aggressive Growth Fund                                            Dec. 28, 2007     S-6243-99 L
RiverSource International Equity Fund                                                       Dec. 28, 2007     S-6259-99 J
RiverSource International Opportunity Fund                                                  Dec. 28, 2007     S-6140-99 AE
RiverSource International Select Value Fund                                                 Dec. 28, 2007     S-6242-99 L
RiverSource International Small Cap Fund                                                    Dec. 28, 2007     S-6258-99 J


- --------------------------------------------------------------------------------
S-6400-41 D (3/08)
* Valid until next prospectus update.




NAME OF FUND                                                                                PROSPECTUS DATE   FORM NUMBER
- ------------                                                                                ---------------   -----------
                                                                                                        
RiverSource Large Cap Equity Fund                                                           Sept. 28, 2007    S-6244-99 H
RiverSource Large Cap Value Fund                                                            Sept. 28, 2007    S-6246-99 H
RiverSource Mid Cap Growth Fund                                                             Jan. 29, 2008     S-6426-99 AD
RiverSource Mid Cap Value Fund                                                              Nov. 29, 2007     S-6241-99 J
RiverSource Precious Metals and Mining Fund                                                 May 30, 2007      S-6142-99 AD
RiverSource Real Estate Fund                                                                Aug. 29, 2007     S-6281-99 F
RiverSource Select Value Fund                                                               July 30, 2007     S-6240-99 J
RiverSource Small Cap Advantage Fund                                                        May 30, 2007      S-6427-99 M
RiverSource Small Cap Equity Fund                                                           July 30, 2007     S-6237-99 K
RiverSource Small Cap Growth Fund                                                           May 30, 2007      S-6301-99 K
RiverSource Small Cap Value Fund                                                            July 30, 2007     S-6239-99 K
RiverSource Small Company Index Fund                                                        March 30, 2007    S-6357-99 T
RiverSource Strategic Allocation Fund                                                       Nov. 29, 2007     S-6141-99 AD
RiverSource Value Fund                                                                      July 30, 2007     S-6238-99 K



RIVERSOURCE COMPLEX OF FUNDS

THE RIVERSOURCE COMPLEX OF FUNDS INCLUDES FUNDS BRANDED "RIVERSOURCE,"
"RIVERSOURCE PARTNERS," AND "THREADNEEDLE" (EACH INDIVIDUALLY A "FUND" OR A
"RIVERSOURCE FUND" AND COLLECTIVELY THE "FUNDS" OR THE "RIVERSOURCE FUNDS").
THESE FUNDS SHARE THE SAME BOARD OF DIRECTORS/TRUSTEES (THE "BOARD"), AND THE
SAME POLICIES AND PROCEDURES INCLUDING THOSE SET FORTH IN THIS SERVICE SECTION.
FOR EXAMPLE, FOR PURPOSES OF CALCULATING THE INITIAL SALES CHARGE ON THE
PURCHASE OF CLASS A SHARES OF FUND, AN INVESTOR OR FINANCIAL ADVISOR SHOULD
CONSIDER THE COMBINED MARKET VALUE OF ALL RIVERSOURCE FUNDS (INCLUDING
"THREADNEEDLE" OR "RIVERSOURCE PARTNERS" BRANDED FUNDS), OWNED BY THE INVESTOR
AS DEFINED UNDER "INITIAL SALES CHARGE -- RIGHTS OF ACCUMULATION."

BUYING AND SELLING SHARES

The RiverSource funds are generally available directly and through
broker-dealers, banks, and other financial intermediaries or institutions
(financial institutions), including in certain qualified and non-qualified
plans, and wrap fee products or other investment products sponsored by 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 your shares of the fund(s) are held. Since the fund
(and its service providers) may not have a record of your account transactions,
you should always contact the financial institution through which you purchased
or at which you maintain your shares of the fund to make changes to your account
or to give instructions concerning your account, or to obtain information about
your account. The fund and its service providers, including 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.

- --------------------------------------------------------------------------------

S-6400-4                                                                     S.1


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 share class. See the "Fees and Expenses"
table for more information. Not everyone is eligible to buy every share class.
After determining which share classes you are eligible to buy, decide which
share class best suits your needs. Your financial institution can help you with
this decision. The following table shows the key features of each share class.
(THE COVER OF THIS PROSPECTUS INDICATES WHICH SHARE CLASSES ARE CURRENTLY
OFFERED FOR THIS FUND.)

INVESTMENT OPTIONS SUMMARY



                                                  CONTINGENT                                   PLAN
                               INITIAL            DEFERRED SALES             DISTRIBUTION AND  ADMINISTRATION
           AVAILABILITY(A)     SALES CHARGE       CHARGE (CDSC)              SERVICE FEE(B)    FEE
- -------------------------------------------------------------------------------------------------------------
                                                                                
Class A    Available to        Yes. Payable at    No.                        Yes.              No.
           all investors.      time of purchase.                             0.25%
                               Lower or no sales
                               charge for larger
                               investments.
- -------------------------------------------------------------------------------------------------------------
Class      Available to        No. Entire         Maximum 5% CDSC during     Yes.              No.
  B(c)     all investors.      purchase price is  the first year decreasing  1.00%
                               invested in        to 0% after six years.
                               shares of the
                               fund.
- -------------------------------------------------------------------------------------------------------------
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)  See "Buying and Selling Shares, Description of Share Classes, Investment
     Options -- Classes of Shares, Determining which class of shares to
     purchase" for more information on availability of share classes and

- --------------------------------------------------------------------------------
S.2


     eligible investors. See "Buying and Selling Shares, Opening an Account" for
     information on minimum investment and account balance requirements.
(b)  For each of Class A, Class B, Class C, Class R2, Class R3 and Class W
     shares, as applicable 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 and the servicing of shareholders. This plan has been reviewed and
     approved by the Board. Because these fees are paid out of fund 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.
(c)  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 of
     conversion 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 shares 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, directly or indirectly, providing services to
fund shareholders. These expenses include payment of distribution and
shareholder servicing fees to financial institutions that sell shares of the
fund or provide services to fund shareholders, 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 pays these fees in advance for the
first 12 months. 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 12 months after purchase. For Class B
shares, and, for the first 12 months following the sale of 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. IF YOU MAINTAIN
SHARES OF THE FUND DIRECTLY WITH THE FUND, WITHOUT WORKING DIRECTLY WITH A
FINANCIAL INSTITUTION OR FINANCIAL ADVISOR, DISTRIBUTION AND SERVICE FEES WILL
BE RETAINED BY THE DISTRIBUTOR.

PLAN ADMINISTRATION FEE

Class R2, Class R3 and Class R4 shares 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 shares is equal on an annual basis to 0.25% of assets attributable to the
respective class.

- --------------------------------------------------------------------------------

                                                                             S.3


DETERMINING WHICH CLASS OF SHARES TO PURCHASE

CLASS A, CLASS B AND CLASS C SHARES

New purchases of Class B shares will not be permitted if your Rights of
Accumulation are $50,000 or over, and new purchases of Class C shares will not
be permitted if your Rights of Accumulation are $1,000,000 or over. See "Sales
Charges, Initial Sales Charge -- Rights of Accumulation" for information on
Rights of Accumulation.

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 shares. 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., 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.

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.

- --------------------------------------------------------------------------------

S.4


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 OR AUTHORIZE FINANCIAL INSTITUTIONS TO ACCEPT
INVESTMENTS FROM OTHER PURCHASERS NOT LISTED ABOVE.

For more information, see the SAI.

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. The distributor retains the full sales charge you pay when you purchase
shares of the fund directly (not through a separately authorized financial
institution). Sales charges vary depending on the amount of your purchase.

- --------------------------------------------------------------------------------

                                                                             S.5


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 (ROA). You may be able to reduce
the sales charge on Class A shares, based on the combined market value of
accounts in your ROA group, as described below. 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 household 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 household 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;

- - 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 beneficial owner/grantor;

- - 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

- --------------------------------------------------------------------------------

S.6


- - 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.

INITIAL SALES CHARGE -- LETTER OF INTENT (LOI). Generally, if you intend to
invest $50,000 or more (including any existing ROA) over a period of up to 13
months, you may be able to reduce the front-end sales charge(s) for investments
in Class A shares by completing and filing an LOI. The required form of LOI may
vary by financial institution. Existing ROA can be included in your LOI. Each
purchase of fund shares normally subject to an initial sales charge made during
the 13-month period will be made at the public offering price applicable to a
single transaction of the total dollar amount indicated by the LOI. Five percent
of the commitment amount will be placed in escrow. At the end of the 13-month
period, the LOI will end and the shares will be released from escrow. 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.

- --------------------------------------------------------------------------------

                                                                             S.7


Existing ROA Example. Shareholder currently has $60,000 ROA in RiverSource
funds. Shareholder completes an LOI to invest $100,000 in RiverSource funds (ROA
eligible accounts). Shareholder only needs to invest an additional $40,000 in
RiverSource funds' Class A shares in order to fulfill the LOI commitment and
receive reduced front-end sales charge(s) over the next 13 months.

Notification Obligation. You must request the reduced sales charge when you buy
shares. If you do not complete and file an LOI, 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 detail 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.

- - retirement plans qualified or created under sections 401(a), 401(k), 403(b) or
  457 of the Internal Revenue Code, if those purchases are made through a
  broker, agent, or other financial institution.

- - direct rollovers from qualified employee benefit plans, provided that the
  rollover involves a transfer to Class A shares in the same fund.

- - 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.

- --------------------------------------------------------------------------------
S.8


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.com free of charge,
RiverSource Investments does not separately disclose information regarding
breakpoint discounts 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.

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.

You may not make additional purchases of Class B shares if your ROA exceeds
$49,999.99.

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.

- --------------------------------------------------------------------------------

                                                                             S.9


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 total amount up to 1% (including sales commission
and advance of service fees) to financial institutions that sell Class C shares.
See "Buying and Selling Shares -- Distribution and Service Fees." A portion of
this may, in turn, be paid to your financial advisor. The distributor receives
any CDSC imposed when you sell your Class C shares. You may not make additional
purchases of Class C shares if your ROA exceeds $999,999.99.

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

- - 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.

- --------------------------------------------------------------------------------

S.10


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.

You may establish and maintain your account with an authorized financial
institution or directly with the fund. The fund may appoint servicing agents to
accept purchase orders and to accept exchange (and sale) orders on its behalf.
Accounts maintained by the fund will be supported by the fund's transfer agent.

METHODS OF PURCHASING SHARES

These methods of purchasing shares generally apply to Class A, Class B, and
Class C shares.

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.
- --------------------------------------------------------------------------------

ACCOUNT ESTABLISHED WITH THE FUND

BY MAIL             You or 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 obtained at
                    riversource.com or may be requested by calling
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                                                            S.11


METHODS OF PURCHASING SHARES (CONTINUED)


ACCOUNT ESTABLISHED WITH THE FUND (CONT.)

BY MAIL (CONT.)
                    (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 FUNDS
                                   P.O. BOX 8041
                                   BOSTON, MA 02266-8041

                    EXPRESS MAIL   RIVERSOURCE 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 you
                    wish to purchase 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 in an account established and
                    maintained with the fund may be paid for by federal funds
                    wire. Before sending a wire, call (888) 791-3380 to notify
                    the fund's transfer agent 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.
- --------------------------------------------------------------------------------

BY EXCHANGE         Call (888) 791-3380 or send signed written instructions to
                    the address above.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

S.12


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.

IMPORTANT: Payments sent by electronic fund transfers (ACH), a bank
authorization or check that are not guaranteed may take up to ten days to clear.
If you request a sale within 10 days of purchase, this may cause your sale
request to fail to process if the requested amount includes unguaranteed funds.

- --------------------------------------------------------------------------------

                                                                            S.13


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 fund, 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 FUNDS
                                   P.O. BOX 8041
                                   BOSTON, MA 02266-8041

                    EXPRESS MAIL   RIVERSOURCE 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.14


WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES (CONTINUED)


ACCOUNT ESTABLISHED WITH THE FUND (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.15


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.
- --------------------------------------------------------------------------------

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.

SHORT-TERM TRADING AND OTHER SO-CALLED MARKET TIMING PRACTICES ARE FREQUENT
TRADING PRACTICES 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.

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

- --------------------------------------------------------------------------------

S.16


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' BOARD HAS 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 or other purchase and exchange transactions not believed
  to be inconsistent with the best interest of fund shareholders or the Board's
  policy. The fund uses a variety of techniques to monitor for and detect
  abusive trading practices. These techniques may vary depending on the type of
  fund, the class of shares and where the shares are maintained. 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 may seek the assistance of financial institutions in
  applying similar restrictions on their participants or clients. The fund's
  ability to monitor and discourage abusive trading practices in omnibus
  accounts is more limited.

- - The fund may rely on the monitoring policy of a financial institution, for
  example, a retirement plan administrator or similar authorized financial
  institution authorized to distribute the funds, if it determines the policy
  and procedures of such financial institutions are sufficient to protect the
  fund and its shareholders.

- - 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.

- --------------------------------------------------------------------------------

                                                                            S.17


- - 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.

- - 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.

The fund reserves the right to redeem in kind.

For more details and a description of other sales policies, please see the SAI.

- --------------------------------------------------------------------------------

S.18


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.

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 the fund. The NAV is determined by
dividing the value of the 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 RiverSource 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.19


DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

Your fund's net investment income is distributed to you as dividends. Dividends
may be composed of qualified dividend income, which is eligible for preferential
tax rates under current tax law, as well as other ordinary dividend income,
which may include dividends, which are non-qualified dividends interest income
and short-term capital gains. Generally, capital gains are realized when a
security is sold for a higher price than was paid for it. Generally, capital
losses are realized when a security is sold for a lower price than was paid for
it. Typically, 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, if
any, are included in net investment income and are taxable as ordinary income
when distributed to the shareholder. Net realized long-term capital gains, if
any, are distributed by the end of the calendar year as capital gain
distributions. If the fund's distributions exceed its current and accumulated
earnings and profits, that portion of the fund's distributions will be treated
as a return of capital to the shareholders to the extent of their basis in their
shares. A return of capital will generally not be taxable, however, any amounts
received in excess of basis are treated as capital gain. Forms 1099 sent to
shareholders report any return of capital.

Certain derivative instruments subject the fund to special tax rules, the effect
of which may be to accelerate income to the fund, defer fund losses, cause
adjustments in the holding periods of fund securities, convert capital gains
into ordinary income and convert short-term capital losses into long-term
capital losses. These rules could therefore affect the amount, timing and
character of distributions to shareholders.

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.

- --------------------------------------------------------------------------------

S.20


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. Generally, if you sell
shares for less than their cost, the difference is a capital loss or 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, or reduce tax gain based on paying a sales
charge, by exchanging shares before the 91(st) day after the day of purchase. If
you buy Class A shares and exchange into another fund before the 91(st) day
after the day of purchase, you may not be able to 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 related to shares not held in IRAs or other retirement accounts
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.

Shares held in an IRA or qualified retirement account are generally subject to
different tax rules. Taking a distribution from your IRA or qualified retirement
plan may subject you to federal taxes, withholding, penalties and reporting
requirements. Please consult your tax advisor.

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.

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 generally 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.

- --------------------------------------------------------------------------------

                                                                            S.21


GENERAL INFORMATION

AVAILABILITY AND TRANSFERABILITY OF FUND SHARES

Please consult with your financial institution to determine the availability of
the RiverSource funds. RiverSource funds may only be purchased or sold directly
or through financial institutions authorized by the distributor to offer the
RiverSource funds. NOT ALL FINANCIAL INSTITUTIONS ARE AUTHORIZED TO SELL THE
FUNDS. 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."

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 or The Bank of New York provide 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."

- --------------------------------------------------------------------------------

S.22


Distribution and Shareholder Services. RiverSource Distributors, Inc., 50611
Ameriprise Financial Center, Minneapolis, Minnesota 55474 (the distributor or
RiverSource Distributors), provides 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.

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.

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."

PAYMENTS TO FINANCIAL INSTITUTIONS

The distributor and its affiliates make or support additional cash payments out
of their own resources (including profits earned from providing services to the
fund) to financial institutions, including inter-company allocation of resources
or

- --------------------------------------------------------------------------------
                                                                            S.23


payments to affiliated broker-dealers, in connection with agreements between the
distributor and financial institutions pursuant to which these financial
institutions sell fund shares and provide services to their clients who are
shareholders of the fund. These payments and intercompany allocations
(collectively, "payments") do not change the price paid by investors in the fund
or fund shareholders for the purchase or ownership of fund shares of the fund,
and these payments are not reflected in the fees and expenses of the fund, as
they are not paid by the fund.

In exchange for these payments, a financial institution may elevate the
prominence or profile of the fund within the financial institution's
organization, and may provide the distributor and its affiliates with preferred
access to the financial institution's registered representatives or preferred
access to the financial institution's customers. These arrangements are
sometimes referred to as marketing and/or sales support payments, program and/or
shareholder servicing payments, or revenue sharing payments. These arrangements
create potential conflicts of interest between a financial institution's
pecuniary interest and its duties to its customers, for example, if the
financial institution receives higher payments from the sale of a certain fund
than it receives from the sale of other funds, the financial institution or its
representatives may be incented to recommend or sell shares of the fund where it
receives or anticipates receiving the higher payment instead of other investment
options that may be more appropriate for the customer. Employees of Ameriprise
Financial and its affiliates, including employees of affiliated broker-dealers,
may be separately incented to recommend or sell shares of the fund, as employee
compensation and business unit operating goals at all levels are tied to the
company's success. Certain employees, directly or indirectly, may receive higher
compensation and other benefits as investment in the fund increases. In
addition, management, sales leaders and other employees may spend more of their
time and resources promoting Ameriprise Financial and its subsidiary companies,
including RiverSource Investments, and the distributor, and the products they
offer, including the fund.

These payments are typically negotiated based on various factors including, but
not limited to, the scope and quality of the services provided by the financial
institution, its reputation in the industry, its ability to attract and retain
assets, its access to target markets, its customer relationships, the profile
the fund may obtain within the financial institution, and the access the
distributor or other representatives of the fund may have within the financial
institution for advertisement or education, including opportunities to present
at or sponsor conferences for the registered representatives of the financial
institution and its customers.

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S.24


These payments are usually calculated based on a percentage of fund assets owned
through the financial institution and/or as a percentage of fund sales
attributable to the financial institution. Certain financial institutions
require flat fees instead of, or in addition to, these asset-based fees as
compensation for including or maintaining a fund on their platforms, and, in
certain situations, may require the reimbursement of ticket or operational
charges -- fees that a financial institution charges its registered
representatives for effecting transactions in the fund. The amount of payment
varies by financial institution (e.g., initial platform set-up fees, ongoing
maintenance or service fees, or asset or sales based fees). The amount of
payments also varies by the type of sale. For instance, purchases of one type of
fund may warrant a greater or lesser amount of payments than purchases of
another type of fund. Additionally, sale and maintenance of shares on a retail
basis may result in a greater or lesser amount of payments than for the sale and
maintenance of shares made through a plan, wrap or other fee-based program.
Payments to affiliates may include payments as compensation to employees of
RiverSource Investments who are licensed by the distributor in respect of
certain sales and solicitation activity on behalf of the fund. These payments
may be and often are significant. Additional information concerning the amount
and calculation of these payments is available in the fund's SAI.

Payments to affiliated broker-dealers are within the range of the payments the
distributor pays to similarly-situated third party financial institutions and
the payments such affiliated broker-dealers receive from third party fund
sponsors related to the sale of their sponsored funds. However, because of the
large amount of RiverSource fund assets (in aggregate) currently held in
customer accounts of the affiliated broker-dealers, the distributor and its
affiliates, in the aggregate, pay significantly more in absolute dollars than
other third-party fund sponsors pay to the affiliated broker-dealers for the
sale and servicing of their sponsored funds. This level of payment creates
potential conflicts of interest which the affiliated broker-dealers seek to
mitigate by disclosure and implementation of internal controls, as well as the
rules and regulations of applicable regulators.

From time to time, to the extent permitted by SEC and NASD rules and by other
applicable laws and regulations, the distributor and its affiliates may make
other reimbursements or payments to financial institutions or their registered
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. To the extent these are made as payments
instead of reimbursement, they may provide profit to the financial institution
to the extent the cost of such services was less than the actual expense of the
service.

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                                                                            S.25


The financial institution through which you are purchasing or own shares of the
fund has been authorized directly or indirectly by the distributor to sell the
fund and/or to provide services to you as a shareholder of the fund. Investors
and current shareholders may wish to take such payment arrangements into account
when considering and evaluating any recommendations they receive relating to
fund shares. If you have questions regarding the specific details regarding the
payments your financial institution may receive from the distributor or its
affiliates related to your purchase or ownership of the fund, please contact
your financial institution. The SAI contains additional detail regarding
payments made by the distributor to financial institutions.

The payments described in this section are in addition to fees paid by the fund
to the distributor under 12b-1 plans, which fees may be used to compensate
financial institutions for the distribution of fund shares and the servicing of
fund shareholders, or paid by the fund to the transfer agent under the transfer
agent agreement or plan administration agreement, which fees may be used to
support networking or servicing fees to compensate financial institutions for
supporting shareholder account maintenance, sub-accounting, plan recordkeeping
or other services provided directly by the financial institution to shareholders
or plans and plan participants, including retirement plans, 529 plans, Health
Savings Account plans, or other plans, where participants beneficially own
shares of the fund.

Financial institutions may separately charge you additional fees. See "Buying
and Selling Shares."

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.26


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.

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                                                                            S.27


     RIVERSOURCE INVESTMENTS

     734 Ameriprise Financial Center

     Minneapolis, MN 55474

     RIVERSOURCE.COM/FUNDS

                                                                           

       (RIVERSOURCE INVESTMENTS LOGO)                                                                   S-6400-41 D (3/08)