-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M8gAmQmsnxQhnSk27iMEN+yustQV6pKVQgPtM07NM+IiWAtHk1KBwDST4atWpDf8 DrZyzF6rsw2jpy9adSttRg== 0000950152-09-001766.txt : 20090226 0000950152-09-001766.hdr.sgml : 20090226 20090225182944 ACCESSION NUMBER: 0000950152-09-001766 CONFORMED SUBMISSION TYPE: N-14 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090226 DATE AS OF CHANGE: 20090225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVERSOURCE LARGE CAP SERIES, INC. CENTRAL INDEX KEY: 0000049702 IRS NUMBER: 410962638 STATE OF INCORPORATION: MN FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: N-14 SEC ACT: 1933 Act SEC FILE NUMBER: 333-157525 FILM NUMBER: 09635124 BUSINESS ADDRESS: STREET 1: 50606 AMERIPRISE FINANCIAL CENTER STREET 2: H27/5228 CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 6126714321 MAIL ADDRESS: STREET 1: 50606 AMERIPRISE FINANCIAL CENTER STREET 2: H27/5228 CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: AXP GROWTH SERIES INC/MN DATE OF NAME CHANGE: 20001011 FORMER COMPANY: FORMER CONFORMED NAME: AXP GROWTH FUND INC DATE OF NAME CHANGE: 20000829 FORMER COMPANY: FORMER CONFORMED NAME: IDS GROWTH FUND INC DATE OF NAME CHANGE: 19920703 CENTRAL INDEX KEY: 0000049702 S000003287 RiverSource Disciplined Equity Fund C000008741 RiverSource Disciplined Equity Fund Class B AQEBX CENTRAL INDEX KEY: 0000014358 S000009548 SELIGMAN COMMON STOCK FUND INC C000026087 SELIGMAN COMMON STOCK FUND, INC., CLASS B SBCSX CENTRAL INDEX KEY: 0000049702 S000003289 RiverSource Large Cap Equity Fund C000008753 RiverSource Large Cap Equity Fund Class B ALEBX CENTRAL INDEX KEY: 0000049702 S000003287 RiverSource Disciplined Equity Fund C000008742 RiverSource Disciplined Equity Fund Class C RDCEX CENTRAL INDEX KEY: 0000014358 S000009548 SELIGMAN COMMON STOCK FUND INC C000026088 SELIGMAN COMMON STOCK FUND, INC., CLASS C SCNCX CENTRAL INDEX KEY: 0000049702 S000003289 RiverSource Large Cap Equity Fund C000008754 RiverSource Large Cap Equity Fund Class C ARQCX CENTRAL INDEX KEY: 0000049702 S000003287 RiverSource Disciplined Equity Fund C000008744 RiverSource Disciplined Equity Fund Class A AQEAX CENTRAL INDEX KEY: 0000014358 S000009548 SELIGMAN COMMON STOCK FUND INC C000026086 SELIGMAN COMMON STOCK FUND, INC., CLASS A SCSFX CENTRAL INDEX KEY: 0000049702 S000003289 RiverSource Large Cap Equity Fund C000008752 RiverSource Large Cap Equity Fund Class A ALEAX CENTRAL INDEX KEY: 0000049702 S000003287 RiverSource Disciplined Equity Fund C000008745 RiverSource Disciplined Equity Fund Class I ALEIX CENTRAL INDEX KEY: 0000049702 S000003289 RiverSource Large Cap Equity Fund C000008751 RiverSource Large Cap Equity Fund Class I ALRIX CENTRAL INDEX KEY: 0000049702 S000003287 RiverSource Disciplined Equity Fund C000042888 RiverSource Disciplined Equity Fund Class R2 CENTRAL INDEX KEY: 0000014358 S000009548 SELIGMAN COMMON STOCK FUND INC C000026091 SELIGMAN COMMON STOCK FUND, INC., CLASS R SCSRX CENTRAL INDEX KEY: 0000049702 S000003289 RiverSource Large Cap Equity Fund C000042898 RiverSource Large Cap Equity Fund Class R2 CENTRAL INDEX KEY: 0000049702 S000003287 RiverSource Disciplined Equity Fund C000042889 RiverSource Disciplined Equity Fund Class R3 RSDEX CENTRAL INDEX KEY: 0000049702 S000003289 RiverSource Large Cap Equity Fund C000042899 RiverSource Large Cap Equity Fund Class R3 CENTRAL INDEX KEY: 0000049702 S000003287 RiverSource Disciplined Equity Fund C000042890 RiverSource Disciplined Equity Fund Class R4 RQEYX CENTRAL INDEX KEY: 0000049702 S000003289 RiverSource Large Cap Equity Fund C000042900 RiverSource Large Cap Equity Fund Class R4 ALEYX CENTRAL INDEX KEY: 0000049702 S000003287 RiverSource Disciplined Equity Fund C000042891 RiverSource Disciplined Equity Fund Class R5 RSIPX CENTRAL INDEX KEY: 0000014358 S000009548 SELIGMAN COMMON STOCK FUND INC C000026090 SELIGMAN COMMON STOCK FUND, INC., CLASS I SCSIX CENTRAL INDEX KEY: 0000049702 S000003289 RiverSource Large Cap Equity Fund C000042901 RiverSource Large Cap Equity Fund Class R5 N-14 1 c49443nv14.txt FORM N-14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. [__________] [ ] Post-Effective Amendment No. [__________] (Check Appropriate Box or Boxes) RiverSource Large Cap Series, Inc. (Exact Name of Registrant as Specified in Charter) (612) 671-1947 (Area Code and Telephone Number) 50606 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (Address of Principal Executive Offices: Number, Street, City, State, Zip Code) Scott R. Plummer (Name and Address of Agent for Service) 5228 Ameriprise Financial Center Minneapolis MN 55474 (Number and Street) (City) (State) (Zip Code) Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of the Registration Statement. Title of Securities Being Registered: Common Stock No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940. Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine. It is proposed that this filing will become effective on April 1, 2009.
RIVERSOURCE FUNDS SELIGMAN FUNDS 734 Ameriprise Financial Center 734 Ameriprise Financial Center Minneapolis, Minnesota 55474 Minneapolis, Minnesota 55474
NOTICE OF A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 2, 2009 RIVERSOURCE LARGE CAP EQUITY FUND SELIGMAN COMMON STOCK FUND, INC. A Joint Special Meeting of Shareholders (the "Meeting") of each of the Selling Funds listed above will be held at 10:00 a.m. CDT on June 2, 2009, at The Marquette Hotel, 710 Marquette Avenue, Minneapolis, Minnesota 55402 in Room, on the , floor. At the Meeting, shareholders will consider the following proposals with respect to their Selling Fund: To approve an Agreement and Plan of Reorganization by and among the Selling Fund, the Buying Fund and RiverSource Investments, LLC (the "Agreement and Plan of Reorganization"). The shareholders of each Selling Fund will vote separately on the relevant proposal, as shown below.
- ------------------------------------------------------------------------------------------------- PROPOSAL SELLING FUND BUYING FUND - ------------------------------------------------------------------------------------------------- 1(a) RiverSource Large Cap Equity Fund - ---------------------------------------------------- RiverSource Disciplined Equity Fund 1(b) Seligman Common Stock Fund, Inc. - -------------------------------------------------------------------------------------------------
Pursuant to the Agreement and Plan of Reorganization, each Selling Fund will transfer all of its assets attributable to each class of its shares to the Buying Fund in exchange for shares of the corresponding class of the Buying Fund and the assumption by the Buying Fund of all of the liabilities of the Selling Fund. The Buying Fund shares will be distributed proportionately to shareholders of the relevant class of the Selling Fund. Please take some time to read the combined proxy statement/prospectus. It discusses these proposals in more detail. If you were a shareholder on April 3, 2009, you may vote at the Meeting or at any adjournment or postponement of the Meeting. We hope you can attend the Meeting. If you cannot attend, please vote by telephone, internet or mail. Just follow the instructions on the enclosed proxy card. If you have questions, please call toll free at (866) 438-8932. It is important that you vote. The Board of Directors of each Selling Fund recommends that you vote FOR the proposal applicable to it. The combined proxy statement/prospectus is expected to be mailed to shareholders on or about April 4, 2009. By order of the Boards of Directors Scott R. Plummer, Secretary April 4, 2009 RIVERSOURCE LARGE CAP EQUITY FUND SELIGMAN COMMON STOCK FUND, INC. COMBINED PROXY STATEMENT/PROSPECTUS DATED APRIL 4, 2009 This document is a proxy statement for each Selling Fund (as defined below) and a prospectus for the Buying Fund (as defined below). The address and telephone number of each Selling Fund and the Buying Fund is 734 Ameriprise Financial Center, Minneapolis, Minnesota 55474 and (888) 791-3380. The combined proxy statement/prospectus and the enclosed proxy card are expected to be mailed to shareholders ("shareholders" or "stockholders") on or about April 4, 2009. This combined proxy statement/prospectus contains information you should know before voting on the following proposals with respect to your Selling Fund (as indicated below):
TO BE VOTED ON PROPOSAL BY SHAREHOLDERS OF: - --------------------------------------------------------------------------------------------------------------------- 1(a). To approve the Agreement and Plan of Reorganization (the "Agreement") by RiverSource Large Cap Equity Fund and among RiverSource Large Cap Equity Fund ("Large Cap Equity" or the "Selling Fund") and Disciplined Equity Fund ("Disciplined Equity" or the "Buying Fund"), each a series of RiverSource Large Cap Series, Inc., and RiverSource Investments, LLC. Under this Agreement, the Selling Fund will transfer all of its assets attributable to each class of its shares to the Buying Fund, as indicated below, in exchange for shares of the corresponding class of the Buying Fund and the assumption by the Buying Fund of all of the liabilities of the Selling Fund. The Buying Fund shares will be distributed proportionately to shareholders of the relevant class of the Selling Fund. SELLING FUND BUYING FUND Class A Class A Class B Class B Class C Class C Class I Class I Class R2 Class R2 Class R3 Class R3 Class R4 Class R4 Class R5 Class R5 - --------------------------------------------------------------------------------------------------------------------- 1(b). To approve the Agreement and Plan of Reorganization (the "Agreement") by Seligman Common Stock Fund, Inc. and among Seligman Common Stock Fund, Inc. ("Seligman Common Stock Fund" or the "Selling Fund"), RiverSource Disciplined Equity Fund ("Disciplined Equity" or the "Buying Fund"), a series of RiverSource Large Cap Series, Inc., and RiverSource Investments, LLC. Under this Agreement, the Selling Fund will transfer all of its assets attributable to each class of its shares to the Buying Fund, as indicated below, in exchange for shares of the corresponding class of the Buying Fund and the assumption by the Buying Fund of all of the liabilities of the Selling Fund. The Buying Fund shares will be distributed proportionately to shareholders of the relevant class of the Selling Fund. SELLING FUND BUYING FUND Class A Class A Class B Class B Class C Class C Class R* Class R2 Class I* Class R5 - ---------------------------------------------------------------------------------------------------------------------
* Effective May 9, 2009, the Class R and Class I shares of the Seligman Fund will be redesignated as Class R2 and Class R5 shares, respectively. However, for convenience of reference, this combined proxy statement/prospectus refers to each class of shares by its designation as of the date of this proxy statement/prospectus. These proposals will be considered by shareholders of the Selling Funds at a joint special meeting of such shareholders (the "Meeting") that will be held at 10:00 a.m. CDT on June 2, 2009, at The Marquette Hotel, 710 Marquette Avenue, Minneapolis, Minnesota 55402 in the Room, on the floor. Each of the Selling Funds and the Buying Fund (collectively, the "Funds") is a registered open-end management investment company (or a series thereof). The Selling Funds and the Buying Fund are part of the RiverSource Group of Funds, which includes funds branded "RiverSource" as well as funds branded "Seligman." Please read this combined proxy statement/prospectus and keep it for future reference. Although the Board of Directors of each Selling Fund (the "Board" or the "Board of Directors") recommends that shareholders approve the reorganization of each Selling Fund with the Buying Fund (each a "Reorganization"), the Reorganization of each Selling Fund is not conditioned upon the Reorganization of the other Selling Fund. Accordingly, if shareholders of one RiverSource Large Cap Equity Fund approve its Reorganization, but shareholders of Seligman Common Stock Fund do not approve that Selling Fund's Reorganization, it is expected that the Reorganization of RiverSource Large Cap Equity Fund will take place as described in this proxy statement/prospectus. 1 HOW EACH REORGANIZATION WILL WORK - - Each Selling Fund will transfer all of its assets to the Buying Fund in exchange for shares of the Buying Fund ("Reorganization Shares") and the assumption by the Buying Fund of all of the Selling Fund's liabilities. - - The Buying Fund will issue Reorganization Shares in an amount equal to the value of the assets that it receives from the Selling Fund, less the liabilities it assumes. The Reorganization Shares of each class will be distributed to the Selling Fund's shareholders of the corresponding class in proportion to their holdings in such class of the Selling Fund. For example, holders of Class A shares of a Selling Fund will receive Class A shares of the Buying Fund with the same aggregate net asset value as their Selling Fund Class A shares at the time of the Reorganization. You will not pay any sales charge in connection with this distribution of Reorganization Shares. If you already have a Buying Fund account with the exact registration as the Selling Fund account, shares distributed in the Reorganization are typically added to that account. As a result, when average cost is calculated for federal income tax purposes, the cost of the shares in the two accounts you owned will be combined. WHERE TO GET MORE INFORMATION The following documents have been filed with the Securities and Exchange Commission (the "SEC") and are incorporated into this proxy statement/prospectus by reference: - - the prospectus of RiverSource Large Cap Equity Fund, dated Sept. 29, 2008, as supplemented to date; - - the prospectus of Seligman Common Stock Fund, Inc., dated May 1, 2008, as supplemented to date; - - the Statement of Additional Information of RiverSource Large Cap Equity Fund, dated April 1, 2009, as supplemented to date; - - the Statement of Additional Information of Seligman Common Stock Fund, Inc., dated May 1, 2008, as supplemented to date; - - the Statement of Additional Information relating to the Reorganizations, dated April 4, 2009 (the "Reorganization SAI"); - - the Report of the Independent Registered Public Accounting Firm and the audited financial statements included in the Annual Report to Shareholders of RiverSource Disciplined Equity Fund, for the period ended July 31, 2008, and the unaudited financial statements included in the Semiannual Report to Shareholders of RiverSource Disciplined Equity Fund, for the period ended Jan. 31, 2009; - - the Report of the Independent Registered Public Accounting Firm and the audited financial statements included in the Annual Report to Shareholders of RiverSource Large Cap Equity Fund, for the period ended July 31, 2008, and the unaudited financial statements included in the Semiannual Report to Shareholders of RiverSource Large Cap Equity Fund, for the period ended Jan. 31, 2009; and - - the Report of the Independent Registered Public Accounting Firm and the audited financial statements included in the Annual Report to Shareholders of Seligman Common Stock Fund, Inc., for the period ended Dec. 31, 2008. For a copy at no charge of any of the documents listed above and/or to ask questions about this combined proxy statement/prospectus, please call your Fund's solicitor toll free at (866) 438-8932. Each of the Funds is subject to the information requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940 (the "1940 Act") and files reports, proxy materials and other information with the SEC. These reports, proxy materials and other information can be inspected and copied at the Public Reference Room maintained by the SEC. Copies may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov, or by writing to the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549-0102. In addition, copies of these documents may be viewed on-line or downloaded from the SEC's website at www.sec.gov. Please note that the Funds are not bank deposits, are not federally insured, are not endorsed by any bank or government agency and are not guaranteed to achieve their investment objectives. As with all mutual funds, the SEC has not approved or disapproved these securities or passed on the adequacy of this combined proxy statement/prospectus. Any representation to the contrary is a criminal offense. 2 TABLE OF CONTENTS
PAGE ---- SECTION A -- REORGANIZATION PROPOSALS............. 4 SUMMARY......................................... 4 How Each Reorganization Will Work............. 4 Tax Consequences.............................. 4 Fees and Expenses............................. 5 Proposals 1(a) and (b). Reorganizations of Each of RiverSource Large Cap Equity Fund and Seligman Common Stock Fund, Inc. into RiverSource Disciplined Equity Fund....... 5 PROPOSALS 1(A) AND 1(B). REORGANIZATIONS OF EACH OF RIVERSOURCE LARGE CAP EQUITY FUND AND SELIGMAN COMMON STOCK FUND, INC. INTO RIVERSOURCE DISCIPLINED EQUITY FUND........... 10 Comparison of Each Selling Fund and the Buying Fund........................................ 10 Comparison of Investment Objectives......... 10 Comparison of Principal Investment Strategies................................ 10 Comparison of Fundamental Policies.......... 11 Comparison of Nonfundamental Policies and Related Investment Strategies............. 13 Comparison of Principal Risk Factors........ 14 Performance................................. 15 ADDITIONAL INFORMATION ABOUT EACH REORGANIZATION................................ 20 Terms of the Reorganizations.................. 20 Conditions to Closing Each Reorganization..... 20 Termination of the Agreement.................. 20 Tax Status of the Reorganizations............. 20 Reasons for the Proposed Reorganizations and Board Deliberations......................... 23 Board Determinations.......................... 24 Board Recommendation and Required Vote........ 24 SECTION B -- PROXY VOTING AND SHAREHOLDER MEETING INFORMATION..................................... 26 SECTION C -- CAPITALIZATION, OWNERSHIP OF FUND SHARES AND FINANCIAL HIGHLIGHTS................. 28 Capitalization of Selling Funds and Buying Fund........................................ 28 Ownership of Selling Fund and Buying Fund Shares...................................... 29 Financial Highlights.......................... 32 EXHIBITS A. Form of Agreement and Plan of Reorganization... A.1 B. Minnesota Business Corporation Act Sections 302A.471 and 302A.473........................... B.1 C. Additional Information Applicable to the Buying Fund............................................ C.1 D. Summary of Integration Related Changes......... D.1 E. Comparison of Organizational Documents......... E.1
3 SECTION A -- REORGANIZATION PROPOSALS The following information describes each proposed Reorganization. SUMMARY This combined proxy statement/prospectus is being used by each Selling Fund to solicit proxies to vote at a joint special meeting of shareholders. Shareholders of each Selling Fund will consider a proposal to approve the Agreement and Plan of Reorganization (the "Agreement") providing for the Reorganization of their Selling Fund into the Buying Fund. The form of the Agreement is included as Exhibit A. The following is a summary. More complete information appears later in this proxy statement/prospectus. You should read the entire proxy statement/prospectus and the exhibits because they contain details that are not included in the summary. HOW EACH REORGANIZATION WILL WORK - - Each Selling Fund will transfer all of its assets to the Buying Fund in exchange for shares of the Buying Fund ("Reorganization Shares") and the assumption by the Buying Fund of all of the Selling Fund's liabilities. - - The Buying Fund will issue Reorganization Shares with an aggregate net asset value equal to the aggregate value of the assets that it receives from the corresponding Selling Fund, less the liabilities it assumes from the corresponding Selling Fund. Reorganization Shares of each class of the Buying Fund will be distributed to the shareholders of the corresponding class of the corresponding Selling Fund in proportion to their holdings of such class of such Selling Fund. For example, holders of Class A shares of a Selling Fund will receive Class A shares of the Buying Fund with the same aggregate net asset value as the aggregate net asset value of their Selling Fund Class A shares on the business day immediately preceding the closing of the Reorganization of the Selling Fund. If you already have a Buying Fund account with the exact registration as the Selling Fund account, shares distributed in the Reorganization are typically added to that account. As a result, when average cost is calculated for federal income tax purposes, the cost of the shares in the two accounts you owned will be combined. - - As part of the Reorganization of your Selling Fund, systematic transactions (such as bank authorizations and systematic payouts) currently set up for your Selling Fund account may be transferred to your new Buying Fund account. Please contact your financial institution for additional details. - - Neither the Selling Fund nor the shareholders of any Selling Fund will pay any sales charge in connection with its Reorganization. - - After a Reorganization is completed, Selling Fund shareholders will be shareholders of the Buying Fund, and the Selling Fund will be dissolved. TAX CONSEQUENCES Each Reorganization is expected to be tax-free for federal income tax purposes and will not take place unless the Selling Fund and the Buying Fund receive a satisfactory opinion of tax counsel substantially to that effect. Accordingly, no gain or loss is expected to be recognized by the Selling Fund or its shareholders as a direct result of a Reorganization. Some or all of the portfolio assets of a Selling Fund may be sold in connection with its Reorganization. The actual tax impact of such sales will depend on the difference between the price at which such portfolio assets are sold and the Selling Fund's tax basis in such assets. Any net capital gains recognized in these sales will be distributed to shareholders as capital-gain dividends (to the extent of net realized long-term capital gains over net realized short-term capital losses) and/or ordinary dividends (to the extent of net realized short- term capital gains over net realized long-term capital losses) during or with respect to the year of sale, and such distributions will be taxable to shareholders. Additionally, because each Reorganization will end the tax year of the applicable Selling Fund, it will accelerate distributions to shareholders from the Selling Fund for its short tax year ending on the date of the Reorganization. Those tax year-end distributions will be taxable, and will include any capital gains resulting from portfolio turnover prior to the Reorganization that were not previously distributed. At any time prior to a Reorganization, a shareholder may redeem shares of a Selling Fund. This would likely result in the recognition of gain or loss to the shareholder for federal income tax purposes if the shareholder holds the shares in a taxable account. The tax basis and holding period of the shareholders' Selling Fund shares are expected to carry over to the shareholders' Reorganization Shares in the Buying Fund. For more information about the federal income tax consequences of the Reorganizations, see the section entitled "Tax Status of the Reorganizations." 4 FEES AND EXPENSES PROPOSALS 1(A) AND 1(B). REORGANIZATION OF EACH OF RIVERSOURCE LARGE CAP EQUITY FUND AND SELIGMAN COMMON STOCK FUND, INC. INTO RIVERSOURCE DISCIPLINED EQUITY FUND The following tables describe the fees and expenses that you pay if you buy and hold shares of a Selling Fund or shares of the Buying Fund. The tables also show pro forma expenses of the Buying Fund assuming the proposed Reorganization relating to the Buying Fund had been effective at the beginning of the most recent fiscal year. The tables reflect adjustments to fees and expenses that were approved by the Board Jan. 8, 2009, a summary of which is included in Exhibit D. The expenses shown in the tables do not include any one time costs, including any expenses related to the Reorganizations that may be borne by the Funds. See "Reasons for the Proposed Reorganizations and Board Deliberations" for more information. ACTUAL AND PRO FORMA FUND EXPENSES FOR THE MOST RECENT FISCAL YEAR SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
CLASS I CLASS R2 CLASS R3 CLASS R4 RIVERSOURCE LARGE CAP EQUITY FUND (ACTUAL) (SELLING FUND) CLASS A CLASS B CLASS C CLASS R5 Maximum sales charge (load) imposed on purchases (as a percentage of offering price) 5.75%(a) None None None Maximum deferred sales charge (load) imposed on sales (as a percentage of offering price at time of purchase) None(b) 5% 1% None
CLASS R CLASS I (TO BE (TO BE KNOWN AS KNOWN AS SELIGMAN COMMON STOCK FUND (ACTUAL) (SELLING FUND) CLASS A CLASS B CLASS C CLASS R2) CLASS R5) Maximum sales charge (load) imposed on purchases (as a percentage of offering price) 5.75%(a) None None None None Maximum deferred sales charge (load) imposed on sales (as a percentage of offering price at time of purchase) None(b) 5% 1% None(c) None
CLASS I CLASS R2 CLASS R3 CLASS R4 RIVERSOURCE DISCIPLINED EQUITY FUND (ACTUAL) (BUYING FUND) CLASS A CLASS B CLASS C CLASS R5 Maximum sales charge (load) imposed on purchases (as a percentage of offering price) 5.75%(a) None None None Maximum deferred sales charge (load) imposed on sales (as a percentage of offering price at time of purchase) None(b) 5% 1% None
CLASS I CLASS R2 CLASS R3 CLASS R4 RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED) CLASS A CLASS B CLASS C CLASS R5 Maximum sales charge (load) imposed on purchases (as a percentage of offering price) 5.75%(a) None None None Maximum deferred sales charge (load) imposed on sales (as a percentage of offering price at time of purchase) None(b) 5% 1% None
(a) This charge may be reduced depending on the total value of your investments in the RiverSource Group of Funds. See Exhibit C "Sales Charges." (b) A 1% contingent deferred sales charge ("CDSC") may be assessed on Class A shares purchased without an initial sales charge and sold within 18 months after purchase. See Exhibit C "Sales Charges." (c) Effective May 9, 2009, the 1% CDSC will be eliminated on Class R (to be known as Class R2). 5 ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS:
RIVERSOURCE LARGE CAP EQUITY FUND (ACTUAL) (SELLING FUND) CLASS A CLASS B CLASS C CLASS I CLASS R2 CLASS R3 CLASS R4 CLASS R5 Management fees(a)* 0.47% 0.47% 0.47% 0.47% 0.47% 0.47% 0.47% 0.47% Distribution and/or service (12b-1) fees 0.25% 1.00% 1.00% 0.00% 0.50% 0.25% 0.00% 0.00% Other expenses(b) 0.31% 0.32% 0.32% 0.10% 0.42% 0.42% 0.40% 0.20% Total annual fund operating expenses 1.03% 1.79% 1.79% 0.57% 1.39% 1.14% 0.87% 0.67% Fee waiver/expense reimbursement 0.07% 0.06% 0.07% 0.03% 0.05% 0.05% 0.05% 0.08% Total annual (net) fund operating expenses(c) 0.96% 1.73% 1.72% 0.54% 1.34% 1.09% 0.82% 0.59% Acquired fund fees and expenses(d) 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% Total fund and acquired fund fees and expenses(d) 0.98% 1.75% 1.74% 0.56% 1.36% 1.11% 0.84% 0.61% CLASS R CLASS I (TO BE (TO BE SELIGMAN COMMON STOCK FUND (ACTUAL) KNOWN AS KNOWN AS (SELLING FUND) CLASS A CLASS B CLASS C CLASS R2) CLASS R5) Management fees 0.65% 0.65% 0.65% 0.65% 0.65% Distribution and/or service (12b-1) fees 0.24% 1.00% 1.00% 0.50% 0.00% Other expenses(e) 0.37% 0.39% 0.39% 0.49% 0.24% Total annual fund operating expenses 1.26% 2.04% 2.04% 1.64% 0.89% RIVERSOURCE DISCIPLINED EQUITY FUND (ACTUAL) (BUYING FUND) CLASS A CLASS B CLASS C CLASS I CLASS R2 CLASS R3 CLASS R4 CLASS R5 Management fees(f)* 0.53% 0.53% 0.53% 0.53% 0.53% 0.53% 0.53% 0.53% Distribution and/or service (12b-1) fees 0.25% 1.00% 1.00% 0.00% 0.50% 0.25% 0.00% 0.00% Other expenses(g) 0.18% 0.19% 0.19% 0.08% 0.38% 0.37% 0.38% 0.13% Total annual fund operating expenses 0.96% 1.72% 1.72% 0.61% 1.41% 1.15% 0.91% 0.66% Fee waiver/expense reimbursement 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.07% 0.00% Total annual (net) fund operating expenses(h) 0.96% 1.72% 1.72% 0.61% 1.41% 1.15% 0.84% 0.66% RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED, ASSUMING REORGANIZATION OF ONLY RIVERSOURCE LARGE CAP EQUITY FUND IS CONSUMMATED) CLASS A CLASS B CLASS C CLASS I CLASS R2 CLASS R3 CLASS R4 CLASS R5 Management fees(f)* 0.49% 0.49% 0.49% 0.49% 0.49% 0.49% 0.49% 0.49% Distribution and/or service (12b-1) fees 0.25% 1.00% 1.00% 0.00% 0.50% 0.25% 0.00% 0.00% Other expenses(g) 0.25% 0.26% 0.25% 0.07% 0.37% 0.37% 0.37% 0.12% Total annual fund operating expenses 0.99% 1.75% 1.74% 0.56% 1.36% 1.11% 0.86% 0.61% Fee waiver/expense reimbursement 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.02% 0.00% Total annual (net) fund operating expenses(h) 0.99% 1.75% 1.74% 0.56% 1.36% 1.11% 0.84% 0.61% RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED, ASSUMING REORGANIZATION OF ONLY SELIGMAN COMMON STOCK FUND IS CONSUMMATED) CLASS A CLASS B CLASS C CLASS R2 CLASS R5 Management fees(f)* 0.53% 0.53% 0.53% 0.53% 0.53% Distribution and/or service (12b-1) fees 0.25% 1.00% 1.00% 0.50% 0.00% Other expenses(g) 0.17% 0.18% 0.19% 0.38% 0.13% Total annual fund operating expenses(h) 0.95% 1.71% 1.72% 1.41% 0.66% RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED, ASSUMING REORGANIZATIONS OF RIVERSOURCE LARGE CAP EQUITY FUND AND SELIGMAN COMMON STOCK FUND ARE CONSUMMATED) CLASS A CLASS B CLASS C CLASS I CLASS R2 CLASS R3 CLASS R4 CLASS R5 Management fees(f)* 0.49% 0.49% 0.49% 0.49% 0.49% 0.49% 0.49% 0.49% Distribution and/or service (12b-1) fees 0.25% 1.00% 1.00% 0.00% 0.50% 0.25% 0.00% 0.00% Other expenses(g) 0.24% 0.26% 0.25% 0.07% 0.37% 0.37% 0.37% 0.12% Total annual fund operating expenses 0.98% 1.75% 1.74% 0.56% 1.36% 1.11% 0.86% 0.61% Fee waiver/expense reimbursement 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.02% 0.00% Total annual (net) fund operating expenses(h) 0.98% 1.75% 1.74% 0.56% 1.36% 1.11% 0.84% 0.61%
(a) Includes the impact of a performance incentive adjustment fee that decreased the management fee by 0.08% for the most recent fiscal year. The index against which RiverSource Large Cap Equity Fund's performance is measured for purposes of determining the performance incentive adjustment is the Lipper Large-Cap Core Funds Index. 6 (b) Other expenses include an administrative services fee, a transfer agency fee (for all classes except Class I), a custody fee, other nonadvisory expenses and a plan administration services fee (for Class R2, Class R3 and Class R4), and have been adjusted to reflect the impact of a new per account transfer agency fee (Class A, Class B, and Class C direct at fund accounts only), effective May 9, 2009. (c) The investment manager and its affiliates have contractually agreed to waive certain fees and to absorb certain expenses until July 31, 2009, unless sooner terminated at the discretion of RiverSource Large Cap Equity Fund's Board. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net Fund expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment, will not exceed 1.04% for Class A, 1.81% for Class B, 1.80% for Class C, 0.62% for Class I, 1.42% for Class R2, 1.17% for Class R3, 0.90% for Class R4 and 0.67% for Class R5. (d) In addition to the RiverSource Large Cap Equity Fund's total annual operating expenses that the Fund bears directly, the Fund's shareholders indirectly bear the expenses of the acquired funds (affiliated and unaffiliated funds) in which the Fund invests. The Fund's "Acquired fund fees and expenses," based on its investment in the acquired funds, is as shown. (e) Effective May 9, 2009, Class R will be redesignated Class R2, Class I will be redesignated Class R5, a new transfer agent agreement, and a new plan administration services agreement (Class R2 only), will be in effect with new fee structures. Other expenses include the transfer agency fee, custody fee, other nonadvisory expenses and a plan administrative services fee (Class R2 only). Other expenses may also include fees and expenses of affiliated and unaffiliated funds (acquired funds) which the Fund indirectly bears when it invests in the acquired funds. The impact of these acquired funds fees and expenses, if any, for the most recent fiscal period was less than 0.01%. Because acquired funds will have varied expense and fee levels and the Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred by the Fund with respect to such investments will vary. (f) Includes the impact of a performance incentive adjustment fee that decreased the management fee by 0.04% for the most recent fiscal year. The index against which RiverSource Disciplined Equity Fund's performance is measured for purposes of determining the performance incentive adjustment is the Lipper Large-Cap Core Funds Index. (g) Other expenses include an administrative services fee, a transfer agency fee (for all classes except Class I), a custody fee, other nonadvisory expenses, a plan administration services fee (for Class R2, Class R3 and Class R4), and have been adjusted to reflect the impact of a new per account transfer agency fee (Class A, Class B, and Class C direct at fund accounts only), effective May 9, 2009. Other expenses may also include fees and expenses of affiliated and unaffiliated funds (acquired funds) which the Fund indirectly bears when it invests in the acquired funds. The impact of these acquired funds fees and expenses, if any, for the most recent fiscal period was less than 0.01%. Because acquired funds will have varied expense and fee levels and the Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred by the Fund with respect to such investments will vary. (h) The investment manager and its affiliates have contractually agreed to waive certain fees and to absorb certain expenses until July 31, 2009, unless sooner terminated at the discretion of RiverSource Disciplined Equity Fund's Board. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net Fund expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment, will not exceed 1.05% for Class A, 1.81% for Class B, 1.81% for Class C, 0.72% for Class I, 1.52% for Class R2, 1.27% for Class R3, 0.88% for Class R4 and 0.77% for Class R5. * The performance incentive adjustment for RiverSource Large Cap Equity Fund and RiverSource Disciplined Equity Fund are structured identically and are computed by comparing each Fund's performance to the performance of an index of comparable funds published by Lipper Inc., as noted above. The maximum adjustment (increase or decrease) is 0.12% of the average net assets on an annual basis. The adjustment is determined by measuring the percentage differences over a rolling 12-month period between the performance of the Fund and the change in the designated Lipper index. Additional information on the calculation methodology is set forth in the Reorganization SAI. EXPENSE EXAMPLES: These examples are intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. These examples assume that you invest $10,000 in the applicable Fund for the time periods indicated and then redeem all of your shares at the end of those periods, both under the current arrangements and, for the Buying Fund, assuming the proposed Reorganization or Reorganizations had been in effect. These examples also assume that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
RIVERSOURCE LARGE CAP EQUITY FUND (ACTUAL) (SELLING FUND) 1 YEAR 3 YEARS 5 YEARS 10 YEARS Class A(a) $669 $884 $1,116 $1,782 Class B $678(b) $864(b) $1,175(b)$1,926(c) Class C $277(b) $563 $ 975 $2,126 Class I $ 57 $186 $ 327 $ 738 Class R2 $138 $442 $ 767 $1,692 Class R3 $113 $364 $ 634 $1,409 Class R4 $ 86 $279 $ 489 $1,096 Class R5 $ 62 $213 $ 377 $ 855
SELIGMAN COMMON STOCK FUND (ACTUAL) (SELLING FUND) 1 YEAR 3 YEARS 5 YEARS 10 YEARS Class A(a) $696 $954 $1,232 $2,025 Class B $707(b) $940(b) $1,299(b)$2,175(c) Class C $307(b) $640 $1,099 $2,374 Class R (to be known as Class R2) $167 $518 $ 893 $1,949 Class I (to be known as Class R5) $ 91 $284 $ 494 $1,100
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RIVERSOURCE DISCIPLINED EQUITY FUND (ACTUAL) (BUYING FUND) 1 YEAR 3 YEARS 5 YEARS 10 YEARS Class A(a) $667 $863 $1,076 $1,690 Class B $675(b) $842(b) $1,134(b)$1,833(c) Class C $275(b) $542 $ 934 $2,035 Class I $ 62 $196 $ 341 $ 766 Class R2 $144 $447 $ 772 $1,696 Class R3 $117 $366 $ 634 $1,402 Class R4 $ 86 $283 $ 498 $1,118 Class R5 $ 67 $211 $ 368 $ 826
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED, ASSUMING REORGANIZATION OF ONLY RIVERSOURCE LARGE CAP EQUITY FUND IS CONSUMMATED) 1 YEAR 3 YEARS 5 YEARS 10 YEARS Class A(a) $670 $872 $1,091 $1,723 Class B $678(b) $851(b) $1,150(b)$1,866(c) Class C $277(b) $548 $ 945 $2,057 Class I $ 57 $180 $ 313 $ 705 Class R2 $138 $431 $ 746 $1,640 Class R3 $113 $353 $ 612 $1,356 Class R4 $ 86 $273 $ 476 $1,063 Class R5 $ 62 $196 $ 341 $ 766
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED, ASSUMING REORGANIZATION OF ONLY SELIGMAN COMMON STOCK FUND IS CONSUMMATED) 1 YEAR 3 YEARS 5 YEARS 10 YEARS Class A(a) $666 $861 $1,071 $1,679 Class B $674(b) $839(b) $1,129(b)$1,822(c) Class C $275(b) $542 $ 934 $2,035 Class R2 $144 $447 $ 772 $1,696 Class R5 $ 67 $211 $ 368 $ 826
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED, ASSUMING REORGANIZATIONS OF RIVERSOURCE LARGE CAP EQUITY FUND AND SELIGMAN COMMON STOCK FUND ARE CONSUMMATED) 1 YEAR 3 YEARS 5 YEARS 10 YEARS Class A(a) $669 $869 $1,086 $1,712 Class B $678(b) $851(b) $1,150(b)$1,863(c) Class C $277(b) $548 $ 945 $2,057 Class I $ 57 $180 $ 313 $ 705 Class R2 $138 $431 $ 746 $1,640 Class R3 $113 $353 $ 612 $1,356 Class R4 $ 86 $273 $ 476 $1,063 Class R5 $ 62 $196 $ 341 $ 766
(a) Includes a 5.75% sales charge. (b) Includes the applicable CDSC. (c) Based on conversion of Class B shares to Class A shares in the ninth year of ownership. If you owned or will own any class of shares other than Class B or Class C you would pay the same costs shown in the tables above if you did not redeem your shares at the end of the periods indicated. If you owned or will own Class B or Class C shares, you would pay the following costs if you did not redeem your shares at the end of the periods indicated, which may be different than the costs shown in the tables above.
RIVERSOURCE LARGE CAP EQUITY FUND (ACTUAL) (SELLING FUND) 1 YEAR 3 YEARS 5 YEARS 10 YEARS Class B $178 $564 $975 $1,926(a) Class C $177 $563 $975 $2,126
SELIGMAN COMMON STOCK FUND (ACTUAL) (SELLING FUND) 1 YEAR 3 YEARS 5 YEARS 10 YEARS Class B $207 $640 $1,099 $2,175(a) Class C $207 $640 $1,099 $2,374
RIVERSOURCE DISCIPLINED EQUITY FUND (ACTUAL) (BUYING FUND) 1 YEAR 3 YEARS 5 YEARS 10 YEARS Class B $175 $542 $934 $1,833(a) Class C $175 $542 $934 $2,035
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RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED, ASSUMING REORGANIZATION OF ONLY RIVERSOURCE LARGE CAP EQUITY IS CONSUMMATED) 1 YEAR 3 YEARS 5 YEARS 10 YEARS Class B $178 $551 $950 $1,866(a) Class C $177 $548 $945 $2,057
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED, ASSUMING REORGANIZATION OF ONLY SELIGMAN COMMON STOCK FUND IS CONSUMMATED) 1 YEAR 3 YEARS 5 YEARS 10 YEARS Class B $174 $539 $929 $1,822(a) Class C $175 $542 $934 $2,035
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED, ASSUMING REORGANIZATIONS OF RIVERSOURCE LARGE CAP EQUITY FUND AND SELIGMAN COMMON STOCK FUND ARE CONSUMMATED) 1 YEAR 3 YEARS 5 YEARS 10 YEARS Class B $178 $551 $950 $1,863(a) Class C $177 $548 $945 $2,057
(a) Based on conversion of Class B shares to Class A shares in the ninth year of ownership. 9 PROPOSALS 1(A) AND 1(B). REORGANIZATIONS OF EACH OF RIVERSOURCE LARGE CAP EQUITY FUND AND SELIGMAN COMMON STOCK FUND, INC. INTO RIVERSOURCE DISCIPLINED EQUITY FUND COMPARISON OF EACH SELLING FUND AND THE BUYING FUND COMPARISON OF INVESTMENT OBJECTIVES Each Fund seeks capital appreciation, but Seligman Common Stock Fund, Inc. ("Seligman Common Stock Fund" or "Seligman Selling Fund") also seeks current income. Because any investment involves risk, there is no assurance these objectives can be achieved. Only shareholders can change the Fund's objective. The investment objectives for the Funds are as follows: SELLING FUND: RiverSource Large Cap Equity Fund (the "RiverSource Selling Fund") seeks to provide shareholders with long- term capital growth. SELLING FUND: The Seligman Selling Fund seeks total return through a combination of capital appreciation and current income. BUYING FUND: RiverSource Disciplined Equity Fund (the "Buying Fund") seeks to provide shareholders with long-term capital growth. COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES Each Fund invests predominantly in equity securities of large cap companies; however, the RiverSource Selling Fund and the Buying Fund generally emphasize investments in large cap companies to a greater extent than does the Seligman Selling Fund. The Seligman Selling Fund seeks income consistent with the Standard and Poor's 500 Composite Stock Price Index ("S&P 500 Index"), while the Buying Fund and the RiverSource Selling Fund have no similar goal. The RiverSource Selling Fund and the Buying Fund both invest at least 80% of their respective net assets in companies with market capitalizations greater than $5 billion at the time of purchase. The Seligman Selling Fund may invest up to 10% of its assets in foreign securities; however, this restriction excludes American Depositary Receipts ("ADRs"), so the actual percentage the Seligman Selling Fund invests both directly in foreign securities and indirectly in ADRs may exceed 10%. The RiverSource Selling Fund and the Buying Fund each may invest up to 25% of assets in foreign investments, and count ADRs towards the 25% limit. Detailed strategies for the Selling Funds and the Buying Fund are set forth below. The RiverSource Selling Fund and the Buying Fund share identical principal investment strategies.
RIVERSOURCE LARGE CAP EQUITY FUND (RIVERSOURCE SELLING FUND) SELIGMAN COMMON STOCK FUND RIVERSOURCE DISCIPLINED EQUITY FUND (SELIGMAN SELLING FUND) (BUYING FUND) - ------------------------------------------------------------------------------------------------ Generally, the Fund invests at least 80% of Under normal market conditions, at least 80% its net assets in common stocks that are of each Fund's net assets are invested in broadly diversified among a number of equity securities of companies listed with industries. The Fund usually invests in the market capitalizations greater than $5 billion common stock of larger U.S. companies (e.g., at the time of purchase, except that the companies with market capitalizations over $3 Buying Fund further limits this strategy to billion at the time of initial investment); companies listed on U.S. exchanges. The Funds however, it may invest in companies of any will provide shareholders with at least 60 size. The Fund may also invest in fixed-income days' notice of any change in the 80% policy. securities and cash equivalents. The investment manager may use derivatives The Fund seeks to produce a level of current such as futures, options, swaps and forward income consistent with its primary benchmark, contracts to produce incremental earnings, to the S&P 500 Index. This allows for variations hedge existing positions, maintain investment over time in the level of current income efficiency or to increase flexibility. produced by the Fund. The Fund may purchase ADRs, which are publicly traded instruments generally issued by domestic banks or trust companies that represent a security of a foreign issuer. The Fund may invest up to 15% of its net assets in illiquid securities (i.e., securities that cannot be readily sold) and may invest up to 10% of its total assets directly in foreign securities. The limit on foreign securities does not include ADRs, or commercial paper and certificates of deposit issued by foreign banks. The Fund may also invest up to 10% of its assets in exchange-traded funds (ETFs). ETFs are traded, like individual stocks, on an exchange, but they represent baskets of securities that seek to track the performance of certain indices. The indices include not only broad-market indices but more specific indices as well, including those relating to particular sectors, countries and regions. The Fund may invest in ETFs for short-term cash management purposes or as part of its overall investment strategy. - ------------------------------------------------------------------------------------------------
10 In addition to the principal investment strategies set forth above, each Fund also has the following principal investment strategies: The investment manager will choose equity investments by employing proprietary, disciplined quantitative methods. The investment manager's disciplined quantitative approach is designed to identify companies with: - - Attractive valuations, based on factors such as price-to-earnings ratios; - - Sound balance sheets; or - - Improving outlooks, based on an analysis of return patterns over time. In evaluating whether to sell a security, the investment manager considers, among other factors, whether: - - The security is overvalued relative to other potential investments. - - The company does not meet the investment manager's performance expectations. The universe of stocks from which the investment manager selects the Funds' investments primarily will be those included in the Funds' benchmark, the S&P 500 Index. In selecting stocks for the Funds to purchase or to sell, the investment manager employs a rigorous process to evaluate the relationship between the risk associated with each security and its potential for positive returns. This process includes factors such as: - - Limits on positions relative to weightings in the benchmark index. - - Limits on sector and industry allocations relative to the benchmark index. - - Limits on size of holdings relative to market liquidity. COMPARISON OF FUNDAMENTAL POLICIES If the Reorganizations occur, the combined Fund will be subject to the fundamental investment policies of the Buying Fund. RiverSource Investments does not believe that the differences between the fundamental investment policies of the Funds result in any material difference in the way the Funds are managed. For purposes of this discussion, a "fundamental" investment policy is one that may not be changed without a shareholder vote. The RiverSource Selling Fund and the Buying Fund have identical fundamental investment policies. The Funds' fundamental investment policies are set forth below:
RIVERSOURCE LARGE CAP EQUITY FUND (RIVERSOURCE SELLING FUND) SELIGMAN COMMON STOCK FUND RIVERSOURCE DISCIPLINED EQUITY FUND POLICY (SELIGMAN SELLING FUND) (BUYING FUND) - --------------------------------------------------------------------------------------------------------- UNDERWRITING The Fund may not underwrite the Each Fund will not act as an underwriter securities of other issuers, except (sell securities for others). However, insofar as the Fund may be deemed an under the securities laws, the Funds may underwriter under the 1933 Act (the "1933 be deemed to be an underwriter when it Act"), as amended, in disposing of a purchases securities directly from the portfolio security or in connection with issuer and later resells them. investments in other investment companies. - --------------------------------------------------------------------------------------------------------- LENDING The Fund may not make loans, except as Each Fund will not lend securities or permitted by the 1940 Act or any rule participate in an interfund lending thereunder, any SEC or SEC staff program if the total of all such loans interpretations thereof or any exemptions would exceed 33 1/3% of the Fund's total therefrom which may be granted by the assets except this fundamental investment SEC. policy shall not prohibit the Fund from purchasing money market securities, loans, loan participation or other debt securities, or from entering into repurchase agreements. - --------------------------------------------------------------------------------------------------------- BORROWING The Fund may not borrow money, except as Each Fund will not borrow money, except MONEY permitted by the 1940 Act or any rule for temporary purposes (not for thereunder, any SEC or SEC staff leveraging or investment) in an amount interpretations thereof or any exemptions not exceeding 33 1/3% of its total assets therefrom which may be granted by the (including the amount borrowed) less SEC. liabilities (other than borrowings) immediately after the borrowings. - --------------------------------------------------------------------------------------------------------- ISSUING SENIOR The Fund may not issue senior securities Each Fund will not issue senior SECURITIES except as permitted by the 1940 Act or securities, except as permitted under the any rule thereunder, any SEC or SEC staff 1940 Act, the rules and regulations interpretations thereof or any exemptions thereunder and any applicable exemptive therefrom which may be granted by the relief. SEC. - ---------------------------------------------------------------------------------------------------------
11
RIVERSOURCE LARGE CAP EQUITY FUND (RIVERSOURCE SELLING FUND) SELIGMAN COMMON STOCK FUND RIVERSOURCE DISCIPLINED EQUITY FUND POLICY (SELIGMAN SELLING FUND) (BUYING FUND) - --------------------------------------------------------------------------------------------------------- REAL ESTATE The Fund may not purchase or hold any Each Fund will not buy or sell real real estate, except the Fund may invest estate, unless acquired as a result of in securities secured by real estate or ownership of securities or other interests therein or issued by persons instruments, except this shall not (including real estate investment trusts prevent a Fund from investing in ("REITs")) which deal in real estate or securities or other instruments backed by interests therein. real estate or securities of companies engaged in the real estate business or REITs. For purposes of this policy, real estate includes real estate limited partnerships. - --------------------------------------------------------------------------------------------------------- COMMODITIES The Fund may not purchase or sell Each Fund will not buy or sell physical commodities or commodity contracts, commodities unless acquired as a result except to the extent permissible under of ownership of securities or other applicable law and interpretations, as instruments, except this shall not they may be amended from time to time. prevent a Fund from buying or selling options and futures contracts or from investing in securities or other instruments backed by, or whose value is derived from, physical commodities. - --------------------------------------------------------------------------------------------------------- INDUSTRY The Fund may not invest 25% or more of Each Fund will not concentrate in any one CONCENTRATION its total assets, at market value, in the industry. According to the present securities of issuers in any particular interpretation by the SEC, this means industry; however, this limitation that up to 25% of a Fund's total assets, excludes securities issued or guaranteed based on current market value at time of by the U.S. government or any of its purchase, can be invested in any one agencies or instrumentalities. industry. - --------------------------------------------------------------------------------------------------------- DIVERSIFICATION The Fund may not make any investment Each Fund will not invest more than 5% of inconsistent with the Fund's their total assets in securities of any classification as a diversified company company, government, or political under the 1940 Act. subdivision thereof, except the limitation will not apply to investments in securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities, or other investment companies, and except that up to 25% of a Fund's total assets may be invested without regard to this 5% limitation. Each Fund will not purchase more than 10% of the outstanding voting securities of an issuer, except that up to 25% of a Fund's assets may be invested without regard to this 10% limitation. - --------------------------------------------------------------------------------------------------------- MARGIN The Fund may not purchase securities on No fundamental policy. margin except as permitted by the 1940 Act or any rule thereunder, any SEC or SEC staff interpretations thereof or any exemptions therefrom which may be granted by the SEC. - --------------------------------------------------------------------------------------------------------- REPURCHASE The Fund will not enter into repurchase No fundamental policy, see fundamental AGREEMENTS agreements of more than one week's policy with respect to lending above. duration if more than 10% of its net assets would be so invested. - --------------------------------------------------------------------------------------------------------- DEALINGS WITH The Fund may not purchase or retain the No fundamental policy. DIRECTORS AND securities of any issuer (other than the OFFICERS shares of the Fund), if to its knowledge, those directors and officers of the Fund individually owning beneficially more than 1/2 of 1% of the outstanding securities of such, together own beneficially more than 5% of such securities. The Fund also may not deal with its directors or officers, or firms they are associated with, in the purchase or sale of securities of other issuers, except as broker. - ---------------------------------------------------------------------------------------------------------
12 COMPARISON OF NONFUNDAMENTAL POLICIES AND RELATED INVESTMENT STRATEGIES The following highlights the differences in the Funds' nonfundamental investment policies (policies that may be changed without a shareholder vote) and related investment strategies. The RiverSource Selling Fund and the Buying Fund have the same nonfundamental policies.
RIVERSOURCE LARGE CAP EQUITY FUND (RIVERSOURCE SELLING FUND) SELIGMAN COMMON STOCK FUND RIVERSOURCE DISCIPLINED EQUITY FUND POLICY (SELLING FUND) (BUYING FUND) - --------------------------------------------------------------------------------------------------------- FUND The Fund may not borrow more than 15% of Not applicable, see the fundamental BORROWING the value of its assets. investment policy above. RESTRICTIONS - --------------------------------------------------------------------------------------------------------- SECURITIES OF The Fund may not acquire any securities of Not applicable. OPEN-END a registered open-end investment company INVESTMENT or a registered unit investment trust in COMPANIES reliance on subparagraph (F) or subparagraph (G) of Section 12(d)(1) of the 1940 Act. - --------------------------------------------------------------------------------------------------------- FOREIGN The Fund may invest up to 10% of its total Up to 25% of each Fund's net assets may be INVESTMENTS assets directly in foreign securities. The invested in foreign investments (including limit on foreign securities does not ADRs). include ADRs, or commercial paper and certificates of deposit issued by foreign banks. - --------------------------------------------------------------------------------------------------------- ILLIQUID The Fund may invest up to 15% of its net No more than 10% of the Fund's net assets SECURITIES assets in illiquid securities, including will be held in securities and other restricted securities (i.e. securities not instruments that are illiquid. readily marketable without registration under the Securities Exchange Act of 1933) and other securities that are not readily marketable. The Fund does not currently expect to invest more than 5% of its assets in such securities. - --------------------------------------------------------------------------------------------------------- INVESTMENTS The Fund may not invest for the purpose of Not applicable, other than as otherwise TO CONTROL OR controlling or managing any company. permitted by the 1940 Act. MANAGE - --------------------------------------------------------------------------------------------------------- EXCHANGE The Fund may invest up to 10% of its Investing in exchange-traded funds (ETFs) TRADED assets in ETFs. is an allowable investment strategy for FUNDS the Fund, however, the Fund does not have a stated policy limiting these types of investments, other than as otherwise permitted by the 1940 Act. - --------------------------------------------------------------------------------------------------------- COMMODITIES The Fund may purchase and sell commodities See fundamental policy above. and commodity contracts only to the extent that such activities do not result in the Fund being a "commodity pool" as defined in the Commodity Exchange Act and the Commodity Futures Trading Commission's regulations and interpretations thereunder. Approval of the Board of Directors must be granted for a Fund to invest in any new type of commodity if it is of a type the Fund has not previously utilized. - --------------------------------------------------------------------------------------------------------- DERIVATIVES The Fund will invest in derivatives only The Fund may invest in derivatives to the for hedging or investment purposes. The extent permitted by its investment Fund will not invest in derivatives for strategy. speculative purposes, which means where the derivative investment exposes the Fund to undue risk of loss, such as where the risk of loss is greater than the cost of the investment. - --------------------------------------------------------------------------------------------------------- WARRANTS No more than 2% of net assets of the Fund Investing in warrants is an allowable may be invested in warrants not listed on investment strategy for the Fund. the New York or American Stock Exchanges. - --------------------------------------------------------------------------------------------------------- SHORT SALES The Fund may sell securities short The Fund is not prohibited from engaging "against-the-box." A short sale "against- in short sales as an investment strategy, the-box" is a short sale in which the Fund however, the Fund will seek Board approval owns an equal amount of the securities prior to utilizing short sales as an sold short (or securities convertible into active part of its investment strategy. or exchangeable for the securities sold short) without payment of further consideration for securities of the same issuer as, and equal in amount to, the securities sold short. - ---------------------------------------------------------------------------------------------------------
13
RIVERSOURCE LARGE CAP EQUITY FUND (RIVERSOURCE SELLING FUND) SELIGMAN COMMON STOCK FUND RIVERSOURCE DISCIPLINED EQUITY FUND POLICY (SELLING FUND) (BUYING FUND) - --------------------------------------------------------------------------------------------------------- PREFERRED The Fund may invest up to 20% of its net The Fund may invest in preferred stock and STOCK AND assets in preferred stock and debt debt securities to the extent permitted by DEBT securities. The Fund will invest only in its investment strategy. SECURITIES "investment grade" debt securities or, in the case of unrated securities, debt securities that are deemed to be of equivalent quality to "investment-grade" securities. "Investment-grade" debt securities are rated within the four highest rating categories as determined by Moody's or S&P. - --------------------------------------------------------------------------------------------------------- ACCESS The Fund may participate in access trades, See derivatives above. TRADES but its exposure is limited to 5% of total assets of the Fund at the time of purchase and dealing with counterparties believed to be reputable. - ---------------------------------------------------------------------------------------------------------
COMPARISON OF PRINCIPAL RISK FACTORS Although the Funds describe them differently, the principal investment risks associated with the Buying Fund and the Selling Funds are substantially similar because the Funds have similar investment objectives and principal investment strategies. The actual risks of investing in each Fund depend on the securities held in each Fund's portfolio and on market conditions, both of which change over time. The Funds are subject to the principal investment risks described below. - - ACTIVE MANAGEMENT RISK. The Fund is actively managed and its performance therefore will reflect in part the ability of the portfolio managers to select securities and to make investment decisions that are suited to achieving the Fund's investment objective. Due to its active management, the Fund could underperform other mutual funds with similar investment objectives. - - DERIVATIVES RISK. Derivatives are financial instruments that have a value which depends upon, or is derived from, the value of something else, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. Gains or losses involving derivative instruments may be substantial, because a relatively small price movement in the underlying security(ies), instrument, currency or index may result in a substantial gain or loss for the Fund. Derivative instruments in which the Fund invests will typically increase the Fund's exposure to principal risks to which it is otherwise exposed, and may expose the Fund to additional risks, including counterparty credit risk, leverage risk, hedging risk, correlation risk, and liquidity risk. Counterparty credit risk is the risk that a counterparty to the derivative instrument becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, and the Fund may obtain no recovery of its investment or may only obtain a limited recovery, and any recovery may be delayed. Liquidity risk is the risk that the derivative instrument may be difficult or impossible to sell or terminate, which may cause the Fund to be in a position to do something the investment manager would not otherwise choose, including accepting a lower price for the derivative instrument, selling other investments or foregoing another, more appealing investment opportunity. Hedging risk is the risk that derivative instruments used to hedge against an opposite position may offset losses, but they may also offset gains. Correlation risk is related to hedging risk and is the risk that there may be an incomplete correlation between the hedge and the opposite position, which may result in increased or unanticipated losses. Leverage risk is the risk that losses from the derivative instrument may be greater than the amount invested in the derivative instrument. - - MARKET RISK. The market value of securities may fall or fail to rise. Market risk may affect a single issuer, sector of the economy, industry, or the market as a whole. The market value of securities may fluctuate, sometimes rapidly and unpredictably. This risk is generally greater for small and mid- sized companies, which tend to be more vulnerable to adverse developments. In addition, focus on a particular style, for example, investment in growth or value securities, may cause the Fund to underperform other mutual funds if that style falls out of favor with the market. - - ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline. Poor performance may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures or other factors. - - QUANTITATIVE MODEL RISK. Securities selected using quantitative methods may perform differently from the market as a whole for many reasons, including the factors used in building the quantitative analytical framework, the weights placed on 14 each factor, and changing sources of market returns, among others. There can be no assurance that these methodologies will enable the Fund to achieve its objective. PERFORMANCE The following bar charts and tables provide some illustration of the risks of investing in the Funds by showing, respectively: - - how each Fund's performance has varied for each full calendar year shown in the bar chart; and - - how each Fund's average annual total returns compare to indexes shown in the table. Both the bar chart and the table assume that all distributions have been reinvested. The performance of different classes varies because of differences in sales charges and other fees and expenses. How a Fund has performed in the past (before and after taxes) does not indicate how the Fund will perform in the future. Performance reflects any fee waivers/expense caps in effect for the periods reported. In the absence of such fee waivers/expense caps, performance would have been lower. Bar Charts. Class A share information is shown in the bar charts; the sales charge for Class A shares is not reflected in the bar charts. Tables. The first table shows total returns from hypothetical investments in Class A, Class B, Class C, Class I, Class R2, Class R3, Class R4 and Class R5 shares of RiverSource Large Cap Equity Fund. The second table shows total returns from hypothetical investments in Class A, Class B, Class C, Class R (to be known as Class R2) and Class I (to be known as Class R5) shares of Seligman Common Stock Fund. The third table shows total returns from hypothetical investments in Class A, Class B, Class C, Class I, Class R2, Class R3, Class R4 and Class R5 shares of RiverSource Disciplined Equity Fund. These returns are compared to the indexes shown for the same periods. For purposes of the performance calculation in the table we assumed: - - the maximum sales charge of 5.75% for Class A shares; - - sales at the end of the period and deduction of the applicable contingent deferred sales charge ("CDSC") for Class B, Class C and Seligman Common Stock Fund Class R (to be known as Class R2) shares ; - - no sales charge for Class R2, Class R3, Class R4, Class R5, RiverSource Large Cap Equity Fund and RiverSource Disciplined Equity Fund Class I and Seligman Common Stock Fund Class I (to be known as Class R5) shares; and - - with the exception of Class A shares, no adjustments for taxes paid by an investor on the reinvested income and capital gains. 15 AFTER-TAX RETURNS After-tax returns are shown only for Class A shares. After-tax returns for the other classes will vary. After-tax returns are calculated using the highest historical individual federal marginal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns will depend on your tax situation and most likely will differ from the returns shown in the table. If you hold your shares in a tax-deferred account, such as a 401(k) plan or an IRA, the after-tax returns do not apply to you since you will not incur taxes until you begin to withdraw from your account. The return after taxes on distributions for a period may be the same as the return before taxes for the same period if there were no distributions or if the distributions were small. The return after taxes on distributions and sale of Fund shares for a period may be greater than the return before taxes for the same period if there was a tax loss realized on sale of Fund shares. The benefit of the tax loss (since it can be used to offset other gains) may result in a higher return. RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND) CLASS A SHARE PERFORMANCE (BASED ON CALENDAR YEARS) +27.57% +5.52% +5.76% +14.95% +2.68% -42.40% 2003 2004 2005 2006 2007 2008
During the periods shown in the bar chart, the highest return for a calendar quarter was +16.15% (quarter ended June 30, 2003) and the lowest return for a calendar quarter was -24.38% (quarter ended Dec. 31, 2008). The 5.75% sales charge applicable to Class A shares of the Fund is not reflected in the bar chart; if reflected, returns would be lower than those shown. The performance of other classes may vary from that shown because of differences in expenses. SELIGMAN COMMON STOCK FUND (SELLING FUND) CLASS A SHARE PERFORMANCE (BASED ON CALENDAR YEARS) +3.82% -8.67% -13.40% -26.10% +23.11% +11.82% +1.26% +16.23% -1.84% -44.56% 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
During the periods shown in the bar chart, the highest return for a calendar quarter was +13.04% (quarter ended June 30, 2003) and the lowest return for a calendar quarter was -25.05% (quarter ended Dec. 31, 2008). The 5.75% sales charge applicable to Class A shares of the Fund is not reflected in the bar chart; if reflected, returns would be lower than those shown. The performance of other classes may vary from that shown because of differences in expenses. 16 RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND) CLASS A SHARE PERFORMANCE (BASED ON CALENDAR YEARS) +9.96% +6.20% +16.47% +5.26% -38.74% 2004 2005 2006 2007 2008
During the periods shown in the bar chart, the highest return for a calendar quarter was +9.77% (quarter ended Dec. 31, 2004) and the lowest return for a calendar quarter was -22.19% (quarter ended Dec. 31, 2008). The 5.75% sales charge applicable to Class A shares of the Fund is not reflected in the bar chart; if reflected, returns would be lower than those shown. The performance of other classes may vary from that shown because of differences in expenses. AVERAGE ANNUAL TOTAL RETURNS (FOR PERIODS ENDED DEC. 31, 2008)
SINCE SINCE INCEPTION SINCE INCEPTION (CLASSES A, B, INCEPTION (CLASSES R2, 1 YEAR 5 YEARS C & R4) (CLASS I) R3 & R5) RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND): Class A Return before taxes -45.76% -6.49% -4.77%(a) N/A N/A Return after taxes on distributions -46.56% -7.68% -5.75%(a) N/A N/A Return after taxes on distributions and sale of Fund shares -29.75% -5.66% -4.19%(a) N/A N/A Class B Return before taxes -45.49% -6.36% -4.65%(a) N/A N/A Class C Return before taxes -43.33% -6.07% -4.63%(a) N/A N/A Class I Return before taxes -42.03% N/A N/A -5.60%(b) N/A Class R2 Return before taxes -42.32% N/A N/A N/A -22.21%(c) Class R3 Return before taxes -42.11% N/A N/A N/A -21.97%(c) Class R4 Return before taxes -42.27% -5.19% -3.74%(a) N/A N/A Class R5 Return before taxes -42.21% N/A N/A N/A -21.99%(c) S&P 500 Index (reflects no deduction for fees, expenses or taxes) -37.00% -2.19% -1.63%(d) -3.09%(e) -17.83%(f) Russell 1000(R) Index (reflects no deduction for fees, expenses or taxes) -37.60% -2.04% -1.36%(d) -2.96%(e) -18.18%(f) Lipper Large-Cap Core Funds Index -37.07% -2.73% -2.28%(d) -3.51%(e) -17.58%(f)
17 AVERAGE ANNUAL TOTAL RETURNS (FOR PERIODS ENDED DEC. 31, 2008) (CONTINUED)
SINCE SINCE INCEPTION INCEPTION (CLASS R (CLASS I SINCE TO BE TO BE INCEPTION KNOWN AS KNOWN AS 1 YEAR 5 YEARS 10 YEARS (CLASS C) CLASS R2) CLASS R5) SELIGMAN COMMON STOCK FUND (SELLING FUND): Class A* Return before taxes -47.76% -7.57% -6.62% N/A N/A N/A Return after taxes on distributions -48.42% -8.46% -7.35% N/A N/A N/A Return after taxes on distributions and sale of Fund shares -30.41% -6.16% -5.28% N/A N/A N/A Class B Return before taxes -47.65% -7.48% -6.63%** N/A N/A N/A Class C*** Return before taxes -45.51% -7.16% N/A -7.26%(g) N/A N/A Class R (to be known as Class R2) Return before taxes -45.20% -6.68% N/A N/A -2.77%(h) N/A Class I (to be known as Class R5) Return before taxes -44.30% -6.06% N/A N/A N/A -5.44%(i) S&P 500 Index (reflects no deductions for fees, expenses or taxes) -36.99% -2.19% -1.38% -1.92%(j) +1.67%(k) -1.40%(l) Lipper Large-Cap Core Funds Average -37.23% -2.88% -1.72% -2.18%(j) +0.88%(k) -2.12%(l)
*Effective Jan. 7, 2008, the maximum initial sales charge on investments in Class A shares of less than $50,000 is 5.75%. Although for all periods presented in the table the Fund's Class A share returns reflect a 5.75% initial sales charge, the actual returns for periods prior to Jan. 7, 2008 would have been higher if a 4.75% maximum initial sales charge then in effect was incurred. **The ten-year return for Class B shares reflects automatic conversion to Class A shares in the ninth year after their date of purchase. ***Effective June 4, 2007, there is no initial sales charge on purchases of Class C shares. Although for all periods presented in the table the Fund's Class C share returns do not reflect an initial sales charge, the actual returns for periods prior to June 4, 2007 would have been lower if a 1.00% maximum initial sales charge then in effect was incurred.
SINCE SINCE INCEPTION SINCE INCEPTION (CLASSES A, B, INCEPTION (CLASSES R2, 1 YEAR 5 YEARS C & R4) (CLASS I) R3 & R5) RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND): Class A Return before taxes -42.25% -3.74% +0.37%(m) N/A N/A Return after taxes on distributions -42.82% -5.01% -0.89%(m) N/A N/A Return after taxes on distributions and sale of Fund shares -27.07% -3.41% +0.03%(m) N/A N/A Class B Return before taxes -42.09% -3.61% +0.54%(m) N/A N/A Class C Return before taxes -39.79% -3.31% +0.67%(m) N/A N/A Class I Return before taxes -38.47% N/A N/A -2.30%(n) N/A Class R2 Return before taxes -38.77% N/A N/A N/A -19.29%(o) Class R3 Return before taxes -38.56% N/A N/A N/A -19.04%(o) Class R4 Return before taxes -38.72% -2.43% +1.60%(m) N/A N/A Class R5 Return before taxes -38.55% N/A N/A N/A -18.91%(o) S&P 500 Index (reflects no deduction for fees, expenses or taxes) -37.00% -2.19% +1.79%(p) -2.54%(q) -17.83%(r) Lipper Large-Cap Core Funds Index -37.07% -2.73% +0.87%(p) -2.89%(q) -17.58%(r)
18 (a) Inception date is March 28, 2002. (b) Inception date is March 4, 2004. (c) Inception date is Dec. 11, 2006. (d) Measurement period started March 28, 2002. (e) Measurement period started March 4, 2004. (f) Measurement period started Dec. 11, 2006. (g) Inception date is May 27, 1999. (h) Inception date is April 30, 2003. (i) Inception date is Nov. 30, 2001. (j) Measurement period started May 27, 1999. (k) Measurement period started April 30, 2003. (l) Measurement period started Nov. 30, 2001. (m) Inception date is April 24, 2003. (n) Inception date is July 15, 2004. (o) Inception date is Dec. 11, 2006. (p) Measurement period started April 24, 2003. (q) Measurement period started July 15, 2004. (r) Measurement period started Dec. 11, 2006. The S&P 500 Index, an unmanaged index of common stocks, is frequently used as a general measure of market performance. The index reflects reinvestment of all distributions and changes in market prices. The Russell 1000 Index, an unmanaged index, measures the performance of the 1,000 largest companies in the Russell 3000(R) Index, which represents approximately 90% of the total market capitalization of the Russell 3000 Index. The index reflects reinvestment of all distributions and changes in market prices. The Lipper Large-Cap Core Funds Index includes the 30 largest large-cap core funds tracked by Lipper Inc. The index's returns include net reinvested dividends. The RiverSource Disciplined Equity Fund's and RiverSource Large Cap Equity Fund's performance is currently measured against this index for purposes of determining the performance incentive adjustment. The Lipper Large-Cap Core Funds Average measures the performance of funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater than XXX% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index ($XX billion as of December 31, 2008). Large-cap core funds have more latitude in the companies in which they invest. These funds typically have an average price-to-earnings ratio, price-to- book ratio, and three-year sales-per-share growth value, compared to the S&P 500 Index. For RiverSource Large Cap Equity Fund, effective Nov. 1, 2008, the Russell 1000 Index is replaced with the S&P 500 Index as the Fund's primary benchmark. The investment manager made this recommendation to the RiverSource Large Cap Equity Fund's Board because the new index more closely aligns to the Fund's investment strategy. Investors cannot invest directly in an index or an average. 19 ADDITIONAL INFORMATION ABOUT EACH REORGANIZATION TERMS OF THE REORGANIZATIONS The Board has approved the Agreement, the form of which is attached as Exhibit A. The Agreement provides for Reorganizations on the following terms: - - Each Reorganization is expected to occur before the end of the third quarter of 2009, pending shareholder approval, receipt of any necessary regulatory approvals and satisfaction of any other conditions to closing. However, following shareholder approval, each Reorganization may happen at any time agreed to by the applicable Selling Fund and the Buying Fund. - - Each Selling Fund will transfer all of its assets to the Buying Fund and, in exchange, the Buying Fund will assume all the Selling Fund's liabilities and will issue to the Selling Fund, as applicable, Class A, Class B, Class C, Class R2, Class R3, Class R4, Class R5 and/or Class I shares with an aggregate net asset value on the business day immediately preceding the closing of the Reorganization equal to the value of the assets that it receives from the Selling Fund, less the liabilities assumed by the Buying Fund in the transaction. The Reorganization Shares will immediately be distributed to the Selling Fund shareholders in proportion to their holdings of shares of the Selling Fund. As a result, shareholders of the Selling Fund will become, as applicable, Class A, Class B, Class C, Class R2, Class R3, Class R4, Class R5 and/or Class I shareholders of the Buying Fund. - - No Selling Fund and no shareholders of any Selling Fund will pay any sales charge in connection with its Reorganization. - - The net asset value of each Selling Fund and the Buying Fund will be computed as of 3:00 p.m., Central time, on the business day immediately preceding the closing date of the applicable Reorganization. - - After its Reorganization, each Selling Fund will be dissolved. CONDITIONS TO CLOSING EACH REORGANIZATION The completion of each Reorganization is subject to certain conditions described in the Agreement, including: - - The Selling Fund will have declared and paid a dividend that will distribute all of the Selling Fund's net investment income and net capital gains, if any, to the shareholders of the Selling Fund for the taxable years ending on or prior to the closing date of the Reorganization. - - The Funds will have received any approvals, consents or exemptions from the SEC or any other regulatory body necessary to carry out the Reorganization. - - A registration statement on Form N-14 relating to the Reorganization will have been filed with the SEC and declared effective. - - The shareholders of the Selling Fund will have approved the Agreement. - - The Selling Fund will have received an opinion of tax counsel to the effect that, although not entirely free from doubt, the shareholders of the Selling Fund will not recognize gain or loss for federal income tax purposes upon the exchange of their Selling Fund shares for the Buying Fund shares in connection with the Reorganization. TERMINATION OF THE AGREEMENT The Agreement and the transactions contemplated by it may be terminated and abandoned with respect to any Reorganization by resolution of the Board at any time prior to closing date thereof. In the event of a termination, RiverSource Investments will bear all costs associated with the Reorganization. TAX STATUS OF THE REORGANIZATIONS Each Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). As a condition to the closing of each Reorganization, each Selling Fund and the Buying Fund will receive an opinion from Ropes & Gray LLP to the effect that, although not free from doubt, on the basis of existing provisions of the Code, U.S. Treasury regulations issued thereunder, current administrative rules, pronouncements and court decisions, for federal income tax purposes: - - The transfer of the Selling Fund's assets to the Buying Fund in exchange for Class A, Class B, Class C, Class R2, Class R3, Class R4, Class R5 and/or Class I shares, as applicable, of the Buying Fund and the assumption by the Buying Fund of the Selling Fund's liabilities, followed by the distribution of those Class A, Class B, Class C, Class R2, Class R3, Class R4, Class R5 and/or Class I shares, as applicable, to the Selling Fund's shareholders and the termination of the Selling Fund, will be a "reorganization" within the meaning of Section 368(a)(1) of the Code, and the Selling Fund and the Buying Fund will each be a "party to the reorganization" within the meaning of Section 368(b) of the Code. 20 - - Under Section 361 of the Code, no gain or loss will be recognized by the Selling Fund upon the transfer of all of its assets to the Buying Fund or on the distribution by the Selling Fund of Class A, Class B, Class C, Class R2, Class R3, Class R4, Class R5 and/or Class I shares, as applicable, of the Buying Fund to Selling Fund shareholders in liquidation. - - Under Section 354 of the Code, the shareholders of the Selling Fund will not recognize gain or loss upon the exchange of their Class A, Class B, Class C, Class R, Class R2, Class R3, Class R4, Class R5 and/or Class I shares as applicable, of the Selling Fund solely for Class A, Class B, Class C, Class R2, Class R3, Class R4, Class R5 shares and/or Class I shares, as applicable, of the Buying Fund as part of the Reorganization. - - Under Section 358 of the Code, the aggregate tax basis of the Class A, Class B, Class C, Class R2, Class R3, Class R4, Class R5 and/or Class I shares, as applicable, of the Buying Fund that a Selling Fund shareholder receives in the Reorganization will be the same as the aggregate tax basis of the Class A, Class B, Class C, Class R, Class R2, Class R3, Class R4, Class R5 and/or Class I shares, as applicable, of the Selling Fund exchanged therefor. - - Under Section 1223(1) of the Code, the holding period for the Class A, Class B, Class C, Class R2, Class R3, Class R4, Class R5 and/or Class I shares, as applicable, of the Buying Fund that a Selling Fund shareholder receives in the Reorganization will include the period for which he or she held the Class A, Class B, Class C, Class C2, Class R and/or Class I shares, as applicable, of the Selling Fund exchanged therefor, provided that on the date of the exchange he or she held such Selling Fund shares as capital assets. - - Under Section 1032 of the Code, no gain or loss will be recognized by the Buying Fund upon the receipt of the Selling Fund's assets solely in exchange for the issuance of the Buying Fund's Class A, Class B, Class C, Class R2, Class R3, Class R4, Class R5 and/or Class I shares, as applicable, to the Selling Fund and the assumption of all of the Selling Fund's liabilities by the Buying Fund. - - Under Section 362(b) of the Code, the Buying Fund's tax basis in the assets that the Buying Fund received from the Selling Fund will be the same as the Selling Fund's tax basis in those assets immediately prior to the transfer. - - Under Section 1223(2) of the Code, the Buying Fund's holding periods in the assets received from the Selling Fund will include the Selling Fund's holding periods in such assets. - - The Buying Fund will succeed to and take into account the items of the Selling Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. Ropes & Gray LLP will express no view with respect to the effect of a Reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year or upon the termination thereof, or (ii) upon the transfer of such asset regardless of whether such a transfer would otherwise be a non- taxable transaction. The opinion will be based on certain factual certifications made by the officers of the Selling Fund and the Buying Fund and will also be based on customary assumptions. The opinion will note and distinguish certain published precedent, and it is possible that the Internal Revenue Service (the "IRS") could disagree with Ropes & Gray LLP's opinion. Opinions of counsel are not binding upon the IRS or the courts. If a Reorganization is consummated but does not qualify as a tax-free reorganization under the Code, a shareholder of the Selling Fund would recognize a taxable gain or loss equal to the difference between his or her tax basis in his or her Selling Fund shares and the fair market value of the shares of the Buying Fund he or she received. Shareholders of a Selling Fund should consult their tax advisors regarding the effect, if any, of the Reorganization in light of their individual circumstances. In the case of both of the Selling Funds, portfolio manager substitutions independent of the Reorganizations have occurred and resulted in substantial portfolio turnover. An additional portion of or all of the portfolio assets of each Selling Fund may also be sold in connection with its Reorganization. The actual tax impact of such sales depends on the difference between the price at which such portfolio assets are sold and the Selling Fund's tax basis in such assets. Any net capital gains recognized in these sales will be distributed to Selling Fund shareholders as capital gain dividends (to the extent of net realized long-term capital gains over net realized short-term capital losses) and/or ordinary dividends (to the extent of net realized short-term capital gains over net realized long-term capital losses) during or with respect to the year of sale, and such distributions will be taxable to shareholders. Because each Reorganization will end the tax year of the applicable Selling Fund, it will accelerate distributions to shareholders from the Selling Fund for its short tax year ending on the date of the Reorganization. Those tax year-end distributions will be taxable and will include any capital gains resulting from portfolio turnover prior to the Reorganization. Prior to the closing of each Reorganization, the Selling Fund will, and the Buying Fund may, declare a distribution to shareholders, which, together with all previous distributions, will have the effect of distributing to shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid), net tax-exempt income, if 21 any, and net realized capital gains, if any, through the closing of the Reorganization. These distributions will be taxable to shareholders. A Fund's ability to carry forward capital losses and to use them to offset future gains may be limited as a result of the Reorganization. First, a Fund's "pre-acquisition losses" (including capital loss carryforwards, net current-year capital losses, and unrealized losses that exceed certain thresholds) may become unavailable to offset gains of the combined Fund. Second, one Fund's pre- acquisition losses cannot be used to offset unrealized gains in another Fund that are "built in" at the time of the Reorganization and that exceed certain thresholds ("non-de minimis built-in gains") for five tax years. Third, a Selling Fund's loss carryforwards, as limited under the previous two rules, are permitted to offset only that portion of the income of the Buying Fund for the taxable year of the Reorganization that is equal to the portion of the Buying Fund's taxable year that follows the date of the Reorganization (prorated according to number of days). Therefore, in certain circumstances, shareholders of a Fund may pay taxes sooner, or pay more taxes, than they would have had a Reorganization not occurred. In addition, the combined Fund resulting from the Reorganizations will have tax attributes that reflect a blending of the tax attributes of the Funds at the time of the Reorganization (including as affected by the rules set forth above). Therefore, the shareholders of the Selling Fund will in each case receive a proportionate share of any "built-in" (unrealized) gains in another Fund's assets, as well as any taxable gains realized by the Buying Fund but not distributed to its shareholders prior to the Reorganization, when such gains are eventually distributed. As a result, shareholders of a Selling Fund may receive a greater amount of taxable distributions than they would have had the Reorganization not occurred. And any pre-acquisition losses of the Selling Fund (whether realized or unrealized) remaining after the operation of the limitation rules described above will become available to offset capital gains realized after the Reorganization and thus may reduce subsequent capital gain distributions to a broader group of shareholders than would have been the case absent such Reorganization, such that the benefit of those losses to Selling Fund shareholders may be further reduced relative to what the benefit would have been had the Reorganization not occurred. The impact of the rules described above will depend on the relative sizes of, and the losses and gains (both realized and unrealized) in, each Fund at the time of its Reorganization and thus cannot be calculated precisely prior to the Reorganization. The realized and unrealized gains and losses of each Fund at the time of its Reorganization will determine the extent to which the combining Funds' respective losses, both realized and unrealized, will be available to reduce gains realized by the combined Fund following the Reorganization, and consequently the extent to which the combined Fund may be required to distribute gains to its shareholders earlier than would have been the case absent the Reorganization. The following paragraph provides a brief summary of the tax impact of the Reorganizations had they both occurred on October 31, 2008. As noted above, the tax impact of a Reorganization depends on each Fund's relative tax situation at the time of the Reorganization, which situation will be different than the tax situation on October 31, 2008, and cannot be calculated precisely prior to the Reorganization. Due to the significant portfolio turnover of the Selling Funds resulting from RiverSource Investment's purchase of Seligman and portfolio manager substitutions made independent of the Reorganizations, and the substantial volatility in the marketplace, the actual tax impact of the Reorganizations could differ substantially from those described below. Proposals 1(a) and (b): Reorganizations of each of RiverSource Large Cap Equity Fund and Seligman Common Stock Fund into RiverSource Disciplined Equity Fund: As of October 31, 2008, RiverSource Large Cap Equity Fund (a Selling Fund) had no capital loss carryforwards but had net realized losses equal to approximately 16.1% of net assets and unrealized losses equal to approximately 65.8% of net assets. Seligman Common Stock Fund (a Selling Fund) had net realized losses including capital loss carryforwards equal to approximately 18.3% of net assets and unrealized losses equal to approximately 38.2% of net assets. RiverSource Disciplined Equity Fund (Buying Fund) had no capital loss carryforwards but had net realized losses equal to approximately 2.9% of net assets and unrealized losses equal to approximately 49.8% of net assets. If both of the Reorganizations had occurred on October 31, 2008, the loss limitation rules would not have affected the combined Fund's ability to use any of the Funds' realized losses to offset gains recognized by the combined Fund. The losses of each Selling Fund would thus have been available to reduce subsequent capital gain distributions to shareholders of the combined Fund, spreading the tax benefit of such losses over a larger group of shareholders than if the Reorganization had not occurred. Subsequent to October 31, 2008, both Selling Funds experienced significant portfolio turnover. The recognition of gain or loss resulting from such portfolio turnover could increase the potential tax costs of the Reorganizations to shareholders of the Selling Funds relative to the costs described above. Additionally, to the extent Seligman Common Stock Fund further realizes its unrealized and losses, and to the extent Buying Fund realizes its unrealized losses, the application of the loss limitation rules to such losses might cause a further increase in the potential tax cost to shareholders of the Selling Funds. The tax principles described above are not expected to change. However, their application and, at a minimum, the specific percentages noted above will change prior to each Reorganization because of market developments and the substantial volatility in the marketplace, any pre-Reorganization realignments or other sales of portfolio securities that might occur or that already have occurred, and shareholder activity in the Funds, among other changes. 22 Shareholders of a Selling Fund should consult their tax advisors regarding the effect, if any, of the Reorganization in light of their individual circumstances. Because the foregoing discussion relates only to the federal income tax consequences of the Reorganizations shareholders of a Selling Fund should also consult their tax advisors as to the state, local and foreign tax consequences, if any, of the Reorganizations. REASONS FOR THE PROPOSED REORGANIZATIONS AND BOARD DELIBERATIONS The Board believes that each proposed Reorganization will be advantageous to Selling Fund and Buying Fund shareholders based on its consideration of the following matters: - - TERMS AND CONDITIONS OF THE REORGANIZATION. The Board considered the terms and conditions of each Reorganization as described in the previous paragraphs. - - TAX CONSEQUENCES. The Board considered the tax-free nature of each Reorganization. The Board also considered the relative tax situations of each Fund and the resulting tax impact of the Reorganization to Selling Fund shareholders, and noted that the benefits of each Reorganization should outweigh any resulting tax cost to shareholders. - - CONTINUITY OF INVESTMENT. The Board took into account the fact that each Selling Fund and the Buying Fund have similar or identical investment objectives and, except as noted below and as discussed in more detail under each proposal, similar investment strategies: The Board considered that the Funds share similar investment objective of seeking capital appreciation, but considered that Seligman Common Stock Fund also seeks current income. The Board considered that each of the Funds invests at least 80% of its net assets in equity securities, but noted that RiverSource Large Cap Equity Fund and RiverSource Disciplined Equity Fund invest in equity securities of companies listed with market capitalizations greater than $5 billion at the time of purchase, while Seligman Common Stock Fund invests in equity securities with market capitalizations greater than $3 billion at the time of purchase. The Board considered that Seligman Common Stock Fund may invest up to 10% of assets in foreign securities (excluding American Depositary Receipts (ADRs), and that RiverSource Large Cap Equity Fund and RiverSource Disciplined Equity Fund may invest up to 25% of assets in foreign investments (including ADRs). - - EXPENSE RATIOS. The Board considered the relative expenses of the Funds. Specifically, the Board considered that, as of the end of each Fund's most recent fiscal year, the gross expense ratio for Seligman Common Stock Fund's Class A, Class B, Class C, Class R (to be known as Class R2), and Class I (to be known as Class R5) shares and RiverSource Large Cap Equity Fund's Class A, Class B, Class C, Class I, Class R2, Class R3, Class R4 and Class R5 shares (adjusted to reflect current fees, before giving effect to any applicable performance incentive adjustment and excluding certain other fees and expenses) were the same or higher than the gross expense ratio for RiverSource Disciplined Equity Fund's Class A, Class B, Class C, Class I, Class R2, Class R3, Class R4 and Class R5 shares (adjusted to reflect current fees and before giving effect to any applicable performance incentive adjustment). The Board considered that RiverSource Large Cap Equity Fund and RiverSource Disciplined Equity Fund (Class R4 shares only) are currently subject to a commitment by the investment manager and its affiliates to waive fees or cap expenses, and that the net expense ratio of RiverSource Large Cap Equity Fund's Class A, Class B, Class C, and Class R4 shares (adjusted to reflect current fees, before giving effect to any applicable performance incentive adjustment and excluding certain other fees and expenses) were higher than the applicable gross or net expense ratio of RiverSource Disciplined Equity Fund's Class A, Class B, Class C, and Class R4 shares (adjusted to reflect current fees and before giving effect to any applicable performance incentive adjustment), and that the net expense ratio of RiverSource Large Cap Equity Fund's Class I, Class R2, Class R3 and Class R5 shares (adjusted to reflect current fees, before giving effect to any applicable performance incentive adjustment and excluding certain other fees and expenses) were slightly higher than the gross expense ratio of RiverSource Disciplined Equity Fund's Class I, Class R2, Class R3 and Class R5 shares (adjusted to reflect current fees and before giving effect to any applicable performance incentive adjustment). The Board determined that there would be a decrease in expense ratio for each share class of each Selling Fund as a result of its respective Reorganization, but noted that the level of this reduction would vary by share class. In particular, expense impacts, with respect to a Fund's Class A shares are discussed below: The Board considered that as a result of the Reorganization, the expenses of RiverSource Large Cap Equity Fund would decline by approximately 0.09% on a gross expense basis and by 0.02% on a net expense basis (adjusted to reflect current fees, based on current commitments of the investment manager and its affiliates to waive fees and cap expenses, and before giving effect to any applicable performance incentive adjustment and excluding certain other fees and expenses), and that the expenses of Seligman Common Stock Fund would decline by approximately 0.24% on a net expense basis (adjusted to reflect current fees, based on current commitments of the investment manager and its affiliates to waive fees and cap expenses, and before giving effect to any applicable performance incentive adjustment and excluding certain other fees and expenses). 23 - - ECONOMIES OF SCALE. The Board observed that by combining the Funds, in addition to potential immediate economies of scale of a larger fund, the combined Fund would be able to take advantage of other economies of scale associated with a larger fund. For example, a larger fund may realize breakpoints more quickly, it should have an enhanced ability to effect portfolio transactions on more favorable terms and may have greater investment flexibility. Furthermore, the Board also considered that higher aggregate net assets resulting from each Reorganization and the opportunity for net cash inflows (or reduced outflows) may reduce the risk that, if net assets of Selling Funds fail to grow, or diminish, its total expense ratio could rise from current levels as fixed expenses, such as audit expenses and accounting expenses that are charged on a per Fund basis, become a larger percentage of net assets. - - COSTS. The Board considered the fact that a portion of the costs of effecting each Reorganization (including professional fees and expenses related to printing and mailing proxy/prospectus materials and solicitation of shareholders) may be allocated to and borne by the Selling Fund, to the extent that such costs are specifically allocable to the Selling Fund. Costs of the Reorganization that are not specifically allocable to the Selling Fund will be divided equally between the Buying Fund and the Selling Fund. Following this initial allocation, the investment manager has agreed to limit the expenses actually allocated to a Selling Fund to anticipated reductions in expenses borne by that Fund over the first year following the Reorganization, less the cost borne by the Selling Fund related to other integration-related activity. Any out-of-pocket expenses not allocable to a Selling Fund as a result of these limitations and any out-of-pocket expenses allocable to the Buying Fund will be borne by the investment manager. - - DILUTION. The Board considered the fact that neither of the Reorganizations will dilute the interests of the current shareholders because each would be effected on the basis of the relative net asset value per share of the Selling Fund and Buying Fund, respectively. Thus, for example, a Class A shareholder of a Selling Fund will receive Class A shares of the Buying Fund equal in value to his or her Class A shares in the Selling Fund at the time of the Reorganization. - - PERFORMANCE AND OTHER FACTORS. The Board considered the relative performance records of each of the Funds, noting, however, that past performance is no guarantee of future results. The Board also considered the fact that the Reorganizations should allow for a more concentrated selling effort by the Funds' underwriter, thereby potentially benefiting each of the Funds, and that reduced outflows or increased inflows could help the Selling Fund shareholders achieve further economies of scale (see "Economies of Scale" above). The Board further took into account the investment manager's belief that each Selling Fund, as a stand-alone fund, was less likely to experience any growth in assets from investor inflows in the near term. In particular, the Board considered that the performance of RiverSource Disciplined Equity Fund was generally stronger than the performance of each of RiverSource Large Cap Equity Fund and Seligman Common Stock Fund (both on a relative basis and when compared with their respective peer groups). The Board noted the weak asset level of Seligman Common Stock Fund. The Board also noted the relatively weak prospects for asset growth for RiverSource Large Cap Equity Fund and Seligman Common Stock Fund, particularly compared to RiverSource Disciplined Equity Fund. The Board accorded particular weight to the fact that RiverSource Disciplined Equity Fund has substantially greater assets than Seligman Common Stock Fund, noting that RiverSource Disciplined Equity Fund was more than nineteen times the size of Seligman Common Stock Fund. - - POTENTIAL BENEFITS TO THE INVESTMENT MANAGER AND ITS AFFILIATES. The Board considered the potential benefits from the Reorganization that could be realized by the investment manager and its affiliates. The Board also considered, however, that shareholders of the Selling Fund are expected to benefit over time from any decrease in overall operating expense ratios resulting from the proposed Reorganization. BOARD DETERMINATIONS After considering the factors described above and other relevant information, at a meeting held on Jan. 8, 2009, each Selling Fund Board, including a majority of the independent Board members, found that participation in the relevant Reorganization is in the best interests of each Fund and that the interests of existing shareholders of the Fund will not be diluted as a result of the Reorganization. The Board of Directors of the Buying Fund approved the Agreement at a meeting held on Jan. 8, 2009. Among other factors, the Board members considered the terms of the Agreement, the provisions intended to avoid the dilution of shareholder interests and the anticipated tax consequences of the Reorganizations. The Board found that participation in each Reorganization is in the best interest of the Buying Fund and that the interest of the existing shareholders of the Buying Fund will not be diluted as a result of the Reorganization. BOARD RECOMMENDATION AND REQUIRED VOTE The Board recommends that shareholders of each Selling Fund approve the proposed Agreement. 24 For RiverSource Large Cap Equity Fund, the Agreement must be approved by a majority of the voting power of all shares entitled to vote. For Seligman Common Stock Fund, the Agreement must be approved by the affirmative vote of a majority of the outstanding voting securities of the Selling Fund. A vote of a majority of the outstanding voting securities of the Selling Fund is defined in 1940 Act as a vote of the lesser of (a) 67% or more of the shares of the Selling Fund that are present or represented by proxy at the Meeting, if more than 50% of the outstanding shares are present in person or by proxy at the Meeting; or (b) more than 50% of the outstanding shares of the Selling Fund. If the Agreement is not approved for any Selling Fund, the Board will consider what further action should be taken with respect to such Selling Fund. The approval of the Reorganization of one Selling Fund is not conditioned upon the approval of the Reorganization of any other Selling Fund. If shareholders approve the Reorganization of their Selling Fund, it is anticipated to occur before the end of the third quarter of 2009. 25 SECTION B -- PROXY VOTING AND SHAREHOLDER MEETING INFORMATION Reference to the "Fund" in this section is a reference to each Selling Fund. VOTING. Shareholders of record of the RiverSource Selling Fund on April 3, 2009 are entitled to vote based on their total dollar interest in the Fund irrespective of which class they own. Shareholders of record of the Seligman Selling Fund on April 3, 2009 are entitled to vote based on the number of shares they own in the Fund irrespective of which class they own. Unless otherwise restricted by the 1940 Act or by applicable state law, all share classes of a Selling Fund will vote together as a class on its proposed Reorganization. A quorum is required to take action at the Meeting. With respect to the RiverSource Selling Fund, the presence at the Meeting, in person or by proxy, of shareholders entitled to cast at least ten percent (10%) of the shares outstanding and entitled to vote at the Meeting shall constitute a quorum. With respect to the Seligman Selling Fund, the presence at the Meeting, in person or by proxy, of at least one-third of all shares outstanding and entitled to vote at the Meeting shall constitute a quorum. All votes count toward a quorum, regardless of how they are voted (For, Against or Abstain). Broker non-votes will be counted toward a quorum but not toward the approval of any proposal. (Broker non-votes are shares for which the underlying owner has not voted and the broker holding the shares does not have authority to vote.) If your shares are held in an IRA account with Ameriprise Trust Company as custodian, you have the right to instruct the IRA Custodian how to vote those shares. The IRA Custodian will vote any shares for which it has not received voting instructions in proportionately the same manner -- either For, Against, or Abstain -- as other Fund shareholders have voted. PROXY SOLICITATION. If you properly authorize your proxy by internet, telephone or facsimile, or by executing and returning the enclosed proxy card by mail, and your proxy is not subsequently revoked, your votes will be cast at the Meeting, and at any postponement or adjournment thereof. If you give instructions, your votes will be cast in accordance with your instructions. If you return your signed proxy card without instructions, your votes will be cast in favor of the Reorganization of your Fund. REVOKING YOUR PROXY. If you execute, date and submit a proxy card in respect of your Selling Fund, you may revoke or change it by providing written notice to that Selling Fund (Attention: Secretary) at 50606 Ameriprise Financial Center, Minneapolis, MN 55474 by submitting a subsequently executed and dated proxy card, by authorizing your proxy by internet, telephone or facsimile on a later date or by attending the Meeting and casting your vote in person. If you authorize your proxy by internet, telephone or facsimile, you may revoke it by authorizing a subsequent proxy by internet, telephone or facsimile or by completing, signing and returning a proxy card dated as of a date that is later than your last internet, telephone or facsimile proxy authorization or by attending the Meeting and casting your vote in person. Merely attending the Meeting without voting will not revoke your prior proxy. SIMULTANEOUS MEETINGS. The meeting for each Selling Fund will be held simultaneously with the meeting for the other Selling Fund, with each Reorganization being voted on separately by the shareholders of the relevant Selling Fund. If any shareholder objects to the holding of simultaneous meetings, the shareholder may move for an adjournment of his or her Selling Fund's meeting to a time after the Meeting so that a meeting for that Selling Fund may be held separately. If a shareholder makes this motion, the persons named as proxies will take into consideration the reasons for the objection in deciding whether to vote in favor of the adjournment, and may vote for or against the adjournment in their discretion. SOLICITATION OF PROXIES. The Board is asking for your vote and for you to vote as promptly as possible. The expenses of the solicitation will be paid by RiverSource Investments and by certain Funds (see discussion of "Costs" under "Reasons for the Proposed Reorganization and Board Deliberations"). Supplementary solicitations may be made by internet, telephone or facsimile, or by personal contact. Computershare Fund Services has been engaged to assist in the solicitation of proxies, at an aggregate estimated cost of $226,393. SHAREHOLDER PROPOSALS. No proposals were received from shareholders. The Funds do not hold annual meetings of shareholders. Shareholders who wish to make a proposal at a Fund's next special meeting, which may not be included in the Fund's proxy materials, must notify the relevant Fund a reasonable amount of time before the Fund begins to print and mail its proxy materials. The fact that a Fund receives a shareholder proposal in a timely manner does not ensure inclusion of the proposal in the proxy materials, as there are other requirements in the proxy rules relating to such inclusion. DISSENTERS' RIGHT OF APPRAISAL. Under Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act, the RiverSource Selling Fund shareholders are entitled to assert dissenters' rights in connection with their Selling Fund's Reorganization and obtain payment of the "fair value" of their shares, provided that they comply with the requirements of Minnesota law. A copy of the relevant provisions is attached as Exhibit B. Notwithstanding the provision of Minnesota law, the SEC has taken the position that the use of state appraisal procedures by a mutual fund would be a violation of Rule 22c-1, the forward pricing rule, under the 1940 Act. This rule states that no mutual 26 fund may redeem its shares other than at net asset value next computed after receipt of a request for redemption. It is the SEC's position that Rule 22c-1 supersedes appraisal provisions in state statutes. In the interest of ensuring equal valuation for all shareholders, dissenters' rights will be determined in accordance with the SEC's interpretation. As a result, if any shareholder elects to exercise dissenters' rights under Minnesota law, the RiverSource Selling Fund intends to submit this question to a court of competent jurisdiction. In that event, a dissenting shareholder would not receive any payment until the end of the court proceeding. OTHER BUSINESS. The Board does not know of any matters to be presented at the Meeting other than the Reorganizations. If other business should properly come before the Meeting, the persons named as proxies will vote thereon in their discretion. ADJOURNMENT. With respect to the RiverSource Selling Fund Reorganization, in the event that not enough votes are received by the time scheduled for the Meeting, the persons named as proxies may move for one or more adjournments of the meeting for a period of not more than 120 days of the original record date for the Meeting in the aggregate to allow further solicitation of shareholders on the proposals. Any adjournment requires the affirmative vote of a majority of the voting power of the shares present at the Meeting. With respect to the Seligman Selling Fund Reorganization, if not enough votes are received by the time scheduled for the meeting, or, even if a quorum is present, if sufficient votes in favor of any Reorganization are not received and tabulated prior to the time scheduled for the Meeting, the chairman of the Meeting may adjourn the Meeting, with no notice other than an announcement at the Meeting, to a date not later than the 120th day after the original record date for the Meeting to allow further solicitation of shareholders in connection with the proposed Reorganizations. If insufficient votes are received by the time of the Meeting, the persons named as proxies will vote in favor of adjournment those shares they are entitled to vote that have voted in favor of the proposal. They will vote against any adjournment those shares that have voted against the proposal. A shareholder vote may be taken on one or more of the items in this proxy statement prior to adjournment if sufficient votes have been received with respect to that particular proposal(s), and may adjourn with respect to those proposals for which sufficient votes have not yet been received. 27 SECTION C -- CAPITALIZATION, OWNERSHIP OF FUND SHARES AND FINANCIAL HIGHLIGHTS This section contains the following information about the Buying Funds and Selling Fund:
TABLE CONTENT (all information is shown for the last fiscal year unless noted otherwise) C-1 Actual and pro forma capitalization of each Selling Fund and the Buying Fund C-2 Actual and pro forma ownership of Fund shares C-3 Financial Highlights of the Buying Fund
THE FUNDS' INVESTMENT MANAGER AND DISTRIBUTORS. RiverSource Investments, LLC, 200 Ameriprise Financial Center, Minneapolis, MN 55474, a wholly-owned subsidiary of Ameriprise Financial, Inc., is the investment manager for each Fund. RiverSource Distributors, Inc., 50611 Ameriprise Financial Center, Minneapolis, MN 55474, a wholly-owned subsidiary of Ameriprise Financial, Inc., and RiverSource Fund Distributors, Inc., 50606 Ameriprise Financial Center, Minneapolis, MN 55474, an indirect wholly-owned subsidiary of RiverSource Investments, LLC, are the distributors for each RiverSource Fund. RiverSource Fund Distributors, Inc. is also the distributor for the Seligman Selling Fund. CAPITALIZATION OF SELLING FUNDS AND BUYING FUND The following table shows the capitalization of the Funds as of Jan. 31, 2009 and on a pro forma basis, assuming the proposed Reorganization had taken place. The pro forma combined table includes the impact of non-recurring estimated Reorganization costs expected to be borne by certain Selling Funds. The pro forma combined net assets are determined by adding the net assets, less any Reorganization costs, of the Selling Fund and the net assets of the Buying Fund. The pro forma combined shares outstanding are determined by dividing the net assets, less any Reorganization costs, of the Selling Fund by the net asset value per share of the Buying Fund and adding the actual shares outstanding of the Buying Fund. For the Reorganization of Seligman Common Stock Fund into RiverSource Disciplined Equity Fund, the Reorganization costs reduced pro forma combined net assets by $85,426 for Class A, $2,571 for Class B, $1,001 for Class C, $192 for Class R2, and $485 for Class R5. For the Reorganization of Seligman Common Stock Fund and RiverSource Large Cap Equity Fund into RiverSource Disciplined Equity Fund, the Reorganization costs reduced pro forma combined net assets by $80,088 for Class A, $8,191 for Class B, $630 for Class C, $51 for Class R2, and $715 for Class R5. TABLE C-1. ACTUAL AND PRO FORMA CAPITALIZATION OF EACH SELLING FUND AND THE BUYING FUND
NET ASSET VALUE FUND NET ASSETS PER SHARE SHARES OUTSTANDING - ------------------------------------------------------------------------------------------------------------ RIVERSOURCE LARGE CAP EQUITY FUND (ACTUAL) (SELLING FUND) Class A $1,768,994,843 $ 2.62 674,172,786 Class B 231,349,025 2.59 89,200,923 Class C 11,236,771 2.59 4,345,852 Class I 28,644,473 2.63 10,889,531 Class R2 2,177 2.65 822 Class R3 2,175 2.65 822 Class R4 70,563,958 2.66 26,505,160 Class R5 18,051,228 2.67 6,768,291 SELIGMAN COMMON STOCK FUND (ACTUAL) (SELLING FUND) Class A $ 77,262,367 $5.36 14,409,165 Class B 1,141,960 5.23 218,483 Class C 6,373,918 5.23 1,217,746 Class R (to be known as Class R2) 1,563,648 5.38 290,580 Class I (to be known as Class R5) 3,961,098 5.42 731,466 RIVERSOURCE DISCIPLINED EQUITY FUND (ACTUAL) (BUYING FUND) Class A $ 621,200,493 $3.58 173,449,348 Class B 19,877,779 3.56 5,577,522 Class C 1,812,602 3.54 511,905 Class I 276,722,354 3.60 76,929,271 Class R2 2,368 3.58 661 Class R3 2,368 3.58 661 Class R4 77,697,133 3.59 21,625,261 Class R5 2,366 3.58 661
28
NET ASSET VALUE FUND NET ASSETS PER SHARE SHARES OUTSTANDING - ------------------------------------------------------------------------------------------------------------ RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED, ASSUMING REORGANIZATION OF ONLY RIVERSOURCE LARGE CAP EQUITY FUND IS CONSUMMATED) Class A $2,390,195,336 $ 3.58 667,581,986 Class B 251,226,804 3.56 70,563,203 Class C 13,049,373 3.54 3,686,134 Class I 305,366,827 3.60 84,886,069 Class R2 4,545 3.58 1,269 Class R3 4,543 3.58 1,269 Class R4 148,261,091 3.59 41,280,960 Class R5 18,053,594 3.58 5,042,903 RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED, ASSUMING REORGANIZATION OF ONLY SELIGMAN COMMON STOCK FUND IS CONSUMMATED) Class A $ 698,377,434 $3.58 195,007,153 Class B 21,017,168 3.56 5,897,575 Class C 8,185,519 3.54 2,312,164 Class R2 1,565,824 3.58 437,381 Class R5 3,962,979 3.58 1,106,978 RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED, ASSUMING REORGANIZATIONS OF BOTH RIVERSOURCE LARGE CAP EQUITY FUND AND SELIGMAN COMMON STOCK FUND ARE CONSUMMATED) Class A $2,467,377,615 $3.58 689,141,282 Class B 252,360,573 3.56 70,881,678 Class C 19,422,661 3.54 5,486,498 Class I 305,366,827 3.60 84,886,069 Class R2 1,568,142 3.58 438,028 Class R3 4,543 3.58 1,269 Class R4 148,261,091 3.59 41,280,960 Class R5 22,013,977 3.58 6,149,156
OWNERSHIP OF SELLING FUND AND BUYING FUND SHARES The following table provides information on shareholders who owned more than 5% of any class of each Fund's outstanding shares as of Jan. 31, 2009. As of Jan. 31, 2009, officers and directors of each Fund, as a group, owned less than 1% of the outstanding shares of any class of such Fund. TABLE C-2. ACTUAL AND PRO FORMA OWNERSHIP OF FUND SHARES
PERCENT OF SHARES PERCENT OF SHARES PERCENT OF HELD -- RIVERSOURCE HELD -- RIVERSOURCE SHARES HELD LARGE CAP EQUITY DISCIPLINED EQUITY FOLLOWING THE FUND 5% OWNERS FUND (SELLING FUND) FUND (BUYING FUND) REORGANIZATION - -------------------------------------------------------------------------------------------------------------------- RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND) AND RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND) Class A None N/A N/A N/A Class B None N/A N/A N/A Class C None N/A N/A N/A Class I RiverSource Portfolio Builder Moderate Aggressive Fund 31.10% 16.47% 17.84% RiverSource Portfolio Builder Moderate Fund 24.32% 12.95% 14.02% RiverSource Portfolio Builder Total Equity Fund 18.11% 9.59% 10.39% RiverSource Portfolio Builder Aggressive Fund 17.76% 9.38% 10.17% RiverSource Portfolio Builder Moderate Conservative Fund 6.55% N/A 0.61% RiverSource Income Builder Moderate Income Fund N/A 8.56% 7.76% RiverSource Income Builder Basic Income Fund N/A 5.89% 5.34% Class R2 RiverSource Investments LLC (RiverSource Investments), Minneapolis, MN 100.00% 100.00% 100.00% Class R3 RiverSource Investments 100.00% 100.00% 100.00% Class R4 Wachovia Bank NA (Wachovia Bank), Charlotte, NC 99.76% 99.96% 99.78% Class R5 Wachovia Bank 99.99% N/A 99.99%
29
PERCENT OF SHARES PERCENT OF SHARES PERCENT OF HELD -- RIVERSOURCE HELD -- RIVERSOURCE SHARES HELD LARGE CAP EQUITY DISCIPLINED EQUITY FOLLOWING THE FUND 5% OWNERS FUND (SELLING FUND) FUND (BUYING FUND) REORGANIZATION - -------------------------------------------------------------------------------------------------------------------- RiverSource Investments N/A 100.00% 0.01%
PERCENT OF SHARES PERCENT OF SHARES PERCENT OF HELD -- SELIGMAN HELD -- RIVERSOURCE SHARES HELD COMMON STOCK FUND DISCIPLINED EQUITY FOLLOWING THE FUND 5% OWNERS (SELLING FUND) FUND (BUYING FUND) REORGANIZATION - --------------------------------------------------------------------------------------------------------------------- SELIGMAN COMMON STOCK FUND (SELLING FUND) AND RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND) Class A None N/A N/A N/A Class B Merrill Lynch, Pierce Fenner & Smith Inc. (MLPF&S), Jacksonville, FL 13.94% N/A 0.74% Class C MLPF&S 24.83% N/A 19.31% Class I RiverSource Portfolio Builder Moderate Aggressive Fund N/A 16.47% 16.47% RiverSource Portfolio Builder Moderate Fund N/A 12.95% 12.95% RiverSource Portfolio Builder Total Equity Fund N/A 9.59% 9.59% RiverSource Portfolio Builder Aggressive Fund N/A 9.38% 9.38% RiverSource Income Builder Moderate Income Fund N/A 8.56% 8.56% RiverSource Income Builder Basic Income Fund N/A 5.89% 5.89% Class R2(*) RiverSource Investments N/A 100.00% 0.15% Class R3 RiverSource Investments N/A 100.00% 99.86% Class R4 Wachovia Bank N/A 99.96% 99.88% Class R5(**) State Street Bank & Trust Co FBO North Carolina College Savings Program -- NCBG, Westwood, MA 38.85% N/A 38.86% Patterson & Co. FBO J. & W. Seligman Matched Accumulation Plan, Charlotte, NC 19.82% N/A 19.82% State Street Bank & Trust Co FBO North Carolina College Savings Program -- NCBF, Westwood, MA 15.55% N/A 15.55% State Street Bank & Trust Co FBO North Carolina College Savings Program -- NCBH, Westwood, MA 10.39% N/A 10.39% State Street Bank & Trust Co FBO North Carolina College Savings Program -- NCBI, Westwood, MA 6.04% N/A 6.04% Patterson & Co. FBO Seligman Data Corp 401(K) Thrift Plan, Charlotte, NC 5.33% N/A 5.34%
*Represents Class R2 shares for RiverSource Disciplined Equity Fund and Class R shares for Seligman Common Stock Fund, which will be redesignated as Class R2 shares effective May 9, 2009. **Represents Class R5 shares for RiverSource Disciplined Equity Fund and Class I shares for Seligman Common Stock Fund, which will be redesignated as Class R5 shares effective May 9, 2009.
PERCENT OF SHARES HELD FOLLOWING THE FUND 5% OWNERS REORGANIZATION - ------------------------------------------------------------------------------------------------ RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND), SELIGMAN COMMON STOCK FUND (SELLING FUND) AND RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND) Class A None N/A Class B MLPF&S 0.06% Class C MLPF&S 8.14% Class I RiverSource Portfolio Builder Moderate Aggressive Fund 17.88% RiverSource Portfolio Builder Moderate Fund 14.03% RiverSource Portfolio Builder Total Equity Fund 10.40% RiverSource Portfolio Builder Aggressive Fund 10.17% RiverSource Portfolio Builder Moderate Conservative Fund 0.61% RiverSource Income Builder Moderate Income Fund 7.76% RiverSource Income Builder Basic Income Fund 5.34% Class R2 RiverSource Investments 0.29% Class R3 RiverSource Investments 100.00% Class R4 Wachovia Bank 99.78% Class R5 RiverSource Investments 0.01%
30
PERCENT OF SHARES HELD FOLLOWING THE FUND 5% OWNERS REORGANIZATION - ------------------------------------------------------------------------------------------------ Wachovia Bank 82.08% State Street Bank & Trust Co FBO North Carolina College Savings Program -- NCBG, Westwood, MA 7.00% Patterson & Co FBO J. & W. Seligman & Co Matched Accumulation Plan, Charlotte, NC 3.57% State Street Bank & Trust Co FBO North Carolina College Savings Program -- NCBF, Westwood, MA 2.80% State Street Bank & Trust Co FBO North Carolina College Savings Program -- NCBH, Westwood, MA 1.87% State Street Bank & Trust Co FBO North Carolina College Savings Program -- NCBI, Westwood, MA 1.09% Patterson & Co FBO Seligman Data Corp 401(K) Thrift Plan, Charlotte, NC 0.96%
31 FINANCIAL HIGHLIGHTS THE FINANCIAL HIGHLIGHTS TABLES ARE INTENDED TO HELP YOU UNDERSTAND THE BUYING FUND'S FINANCIAL PERFORMANCE. CERTAIN INFORMATION REFLECTS FINANCIAL RESULTS FOR A SINGLE BUYING FUND SHARE. THE TOTAL RETURNS IN THE TABLES REPRESENT THE RATE THAT AN INVESTOR WOULD HAVE EARNED OR LOST ON AN INVESTMENT IN THE BUYING FUND (ASSUMING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS). THE INFORMATION FOR THE BUYING FUND'S FISCAL YEAR ENDING JULY 31, 2008 HAS BEEN AUDITED BY ERNST & YOUNG LLP, WHOSE REPORT, ALONG WITH THE BUYING FUND'S FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS, IS INCLUDED IN THE BUYING FUND'S MOST RECENT ANNUAL REPORT. THE INFORMATION FOR PRIOR PERIODS THROUGH THE FISCAL YEAR ENDED JULY 31, 2006 HAS BEEN AUDITED BY OTHER AUDITORS, AS INDICATED IN THE TABLES BELOW. THE AUDITORS' REPORT, FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR THE BUYING FUND ARE AVAILABLE UPON REQUEST. TABLE C-3. FINANCIAL HIGHLIGHTS OF THE BUYING FUND Class A
PER SHARE INCOME AND CAPITAL CHANGES(A) Fiscal period ended July 31, 2008 2007 2006 2005 2004 Net asset value, beginning of period $7.22 $6.74 $6.70 $5.95 $5.44 - -------------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .09(b) .08(b) .06 .04 .02 Net gains (losses) (both realized and unrealized) (1.00) .97 .35 .90 .63 - -------------------------------------------------------------------------------------------------------------- Total from investment operations (.91) 1.05 .41 .94 .65 - -------------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.06) (.06) (.06) (.03) (.02) Distributions from realized gains (.37) (.51) (.31) (.16) (.12) - -------------------------------------------------------------------------------------------------------------- Total distributions (.43) (.57) (.37) (.19) (.14) - -------------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.88 $7.22 $6.74 $6.70 $5.95 - -------------------------------------------------------------------------------------------------------------- RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $1,067 $1,410 $1,368 $28 $13 - -------------------------------------------------------------------------------------------------------------- Gross expenses prior to expense waiver/reimbursement(c),(d) .96% 1.05% 1.05% 1.35% 1.91% - -------------------------------------------------------------------------------------------------------------- Net expenses after expense waiver/reimbursement(d),(e),(f) .96% 1.03% 1.02% 1.25% 1.13% - -------------------------------------------------------------------------------------------------------------- Net investment income (loss) 1.35% 1.13% .95% .84% .65% - -------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 58% 62% 137% 64% 64% - -------------------------------------------------------------------------------------------------------------- Total return(g) (13.40%) 15.92% 6.25% 15.95% 11.99% - --------------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using the average shares outstanding method. (c) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) The Investment Manager and its affiliates have agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment. (f) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. Earnings and bank fee credits for the year ended July 31, 2008 were less than 0.01% of average net assets. (g) Total return does not reflect payment of a sales charge. 32 Class B
PER SHARE INCOME AND CAPITAL CHANGES(A) Fiscal period ended July 31, 2008 2007 2006 2005 2004 Net asset value, beginning of period $7.12 $6.65 $6.62 $5.90 $5.43 - -------------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .04(b) .03(b) .01 .02 (.02) Net gains (losses) (both realized and unrealized) (.99) .96 .34 .86 .61 - -------------------------------------------------------------------------------------------------------------- Total from investment operations (.95) .99 .35 .88 .59 - -------------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income -- (.01) (.01) -- -- Distributions from realized gains (.37) (.51) (.31) (.16) (.12) - -------------------------------------------------------------------------------------------------------------- Total distributions (.37) (.52) (.32) (.16) (.12) - -------------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.80 $7.12 $6.65 $6.62 $5.90 - -------------------------------------------------------------------------------------------------------------- RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $35 $62 $73 $9 $3 - -------------------------------------------------------------------------------------------------------------- Gross expenses prior to expense waiver/reimbursement(c),(d) 1.72% 1.82% 1.85% 2.13% 2.73% - -------------------------------------------------------------------------------------------------------------- Net expenses after expense waiver/reimbursement(d),(e),(f) 1.72% 1.79% 1.82% 2.04% 1.95% - -------------------------------------------------------------------------------------------------------------- Net investment income (loss) .59% .37% .20% .06% (.16%) - -------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 58% 62% 137% 64% 64% - -------------------------------------------------------------------------------------------------------------- Total return(g) (14.07%) 15.18% 5.42% 15.03% 10.95% - --------------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using the average shares outstanding method. (c) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) The Investment Manager and its affiliates have agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment. (f) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. Earnings and bank fee credits for the year ended July 31, 2008 were less than 0.01% of average net assets. (g) Total return does not reflect payment of a sales charge. 33 Class C
PER SHARE INCOME AND CAPITAL CHANGES(A) Fiscal period ended July 31, 2008 2007 2006 2005 2004 Net asset value, beginning of period $7.11 $6.65 $6.62 $5.90 $5.43 - -------------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .04(b) .03(b) .01 .01 (.02) Net gains (losses) (both realized and unrealized) (.99) .96 .35 .87 .61 - -------------------------------------------------------------------------------------------------------------- Total from investment operations (.95) .99 .36 .88 .59 - -------------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.01) (.02) (.02) -- -- Distributions from realized gains (.37) (.51) (.31) (.16) (.12) - -------------------------------------------------------------------------------------------------------------- Total distributions (.38) (.53) (.33) (.16) (.12) - -------------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.78 $7.11 $6.65 $6.62 $5.90 - -------------------------------------------------------------------------------------------------------------- RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $3 $3 $3 $-- $-- - -------------------------------------------------------------------------------------------------------------- Gross expenses prior to expense waiver/reimbursement(c),(d) 1.72% 1.81% 1.84% 2.13% 2.73% - -------------------------------------------------------------------------------------------------------------- Net expenses after expense waiver/reimbursement(d),(e),(f) 1.72% 1.79% 1.81% 2.06% 1.95% - -------------------------------------------------------------------------------------------------------------- Net investment income (loss) .59% .36% .20% .02% (.17%) - -------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 58% 62% 137% 64% 64% - -------------------------------------------------------------------------------------------------------------- Total return(g) (14.11%) 15.14% 5.51% 15.03% 10.96% - --------------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using the average shares outstanding method. (c) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) The Investment Manager and its affiliates have agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment. (f) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. Earnings and bank fee credits for the year ended July 31, 2008 were less than 0.01% of average net assets. (g) Total return does not reflect payment of a sales charge. 34 Class I
PER SHARE INCOME AND CAPITAL CHANGES(A) 2004(B- Fiscal period ended July 31, 2008 2007 2006 2005 ) Net asset value, beginning of period $7.27 $6.78 $6.73 $5.96 $5.99 - ------------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .11(c) .11(c) .08 .04 .02 Net gains (losses) (both realized and unrealized) (.99) .97 .36 .92 (.05) - ------------------------------------------------------------------------------------------------------------- Total from investment operations (.88) 1.08 .44 .96 (.03) - ------------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.09) (.08) (.08) (.03) -- Distributions from realized gains (.37) (.51) (.31) (.16) -- - ------------------------------------------------------------------------------------------------------------- Total distributions (.46) (.59) (.39) (.19) -- - ------------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.93 $7.27 $6.78 $6.73 $5.96 - ------------------------------------------------------------------------------------------------------------- RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $391 $441 $252 $82 $9 - ------------------------------------------------------------------------------------------------------------- Gross expenses prior to expense waiver/reimbursement(d),(e) .61% .70% .72% .91% 1.27%(f) - ------------------------------------------------------------------------------------------------------------- Net expenses after expense waiver/reimbursement(e),(g),(h) .61% .67% .70% .91% .93%(f) - ------------------------------------------------------------------------------------------------------------- Net investment income (loss) 1.69% 1.47% 1.41% 1.19% 5.35%(f) - ------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 58% 62% 137% 64% 64% - ------------------------------------------------------------------------------------------------------------- Total return (12.98%) 16.29% 6.73% 16.29% (.50%)(i) - -------------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from July 15, 2004 (inception date) to July 31, 2004. (c) Per share amounts have been calculated using the average shares outstanding method. (d) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) The Investment Manager and its affiliates have agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment. (h) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. Earnings and bank fee credits for the year ended July 31, 2008 were less than 0.01% of average net assets. (i) Not annualized. 35 Class R2
PER SHARE INCOME AND CAPITAL CHANGES(A) Fiscal period ended July 31, 2008 2007(B) Net asset value, beginning of period $7.21 $7.57 - ----------------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss)(c) .08 .03 Net gains (losses) (both realized and unrealized) (1.00) .20 - ----------------------------------------------------------------------------------------------------------------- Total from investment operations (.92) .23 - ----------------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.04) (.08) Distributions from realized gains (.37) (.51) - ----------------------------------------------------------------------------------------------------------------- Total distributions (.41) (.59) - ----------------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.88 $7.21 - ----------------------------------------------------------------------------------------------------------------- RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- $-- - ----------------------------------------------------------------------------------------------------------------- Gross expenses prior to expense waiver/reimbursement(d),(e) 1.41% 1.49%(f) - ----------------------------------------------------------------------------------------------------------------- Net expenses after expense waiver/reimbursement(e),(g),(h) 1.16% 1.48%(f) - ----------------------------------------------------------------------------------------------------------------- Net investment income (loss) 1.15% .55%(f) - ----------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 58% 62% - ----------------------------------------------------------------------------------------------------------------- Total return (13.51%) 3.31%(i) - -----------------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using the average shares outstanding method. (d) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) The Investment Manager and its affiliates have agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment. (h) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. Earnings and bank fee credits for the year ended July 31, 2008 were less than 0.01% of average net assets. (i) Not annualized. 36 Class R3
PER SHARE INCOME AND CAPITAL CHANGES(A) Fiscal period ended July 31, 2008 2007(B) Net asset value, beginning of period $7.22 $7.57 - ----------------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss)(c) .09 .04 Net gains (losses) (both realized and unrealized) (.99) .20 - ----------------------------------------------------------------------------------------------------------------- Total from investment operations (.90) .24 - ----------------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.06) (.08) Distributions from realized gains (.37) (.51) - ----------------------------------------------------------------------------------------------------------------- Total distributions (.43) (.59) - ----------------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.89 $7.22 - ----------------------------------------------------------------------------------------------------------------- RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- $-- - ----------------------------------------------------------------------------------------------------------------- Gross expenses prior to expense waiver/reimbursement(d),(e) 1.15% 1.24%(f) - ----------------------------------------------------------------------------------------------------------------- Net expenses after expense waiver/reimbursement(e),(g),(h) .90% 1.22%(f) - ----------------------------------------------------------------------------------------------------------------- Net investment income (loss)(f) 1.41% .81%(f) - ----------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 58% 62% - ----------------------------------------------------------------------------------------------------------------- Total return (13.26%) 3.46%(i) - -----------------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using the average shares outstanding method. (d) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) The Investment Manager and its affiliates have agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment. (h) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. Earnings and bank fee credits for the year ended July 31, 2008 were less than 0.01% of average net assets. (i) Not annualized. 37 Class R4
PER SHARE INCOME AND CAPITAL CHANGES(A) Fiscal period ended July 31, 2008 2007 2006 2005 2004 Net asset value, beginning of period $7.25 $6.76 $6.71 $5.95 $5.45 - ------------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .10(b) .09(b) .07 .05 .03 Net gains (losses) (both realized and unrealized) (1.00) .98 .36 .91 .61 - ------------------------------------------------------------------------------------------------------------- Total from investment operations (.90) 1.07 .43 .96 .64 - ------------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.07) (.07) (.07) (.04) (.02) Distributions from realized gains (.37) (.51) (.31) (.16) (.12) - ------------------------------------------------------------------------------------------------------------- Total distributions (.44) (.58) (.38) (.20) (.14) - ------------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.91 $7.25 $6.76 $6.71 $5.95 - ------------------------------------------------------------------------------------------------------------- RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $126 $158 $224 $-- $-- - ------------------------------------------------------------------------------------------------------------- Gross expenses prior to expense waiver/reimbursement(c),(d) .91% .95% .87% 1.18% 1.76% - ------------------------------------------------------------------------------------------------------------- Net expenses after expense waiver/reimbursement(d),(e),(f) .84% .87% .84% 1.06% .98% - ------------------------------------------------------------------------------------------------------------- Net investment income (loss) 1.47% 1.29% 1.10% 1.03% .78% - ------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 58% 62% 137% 64% 64% - ------------------------------------------------------------------------------------------------------------- Total return (13.26%) 16.15% 6.48% 16.25% 11.87% - -------------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Per share amounts have been calculated using the average shares outstanding method. (c) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. (d) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (e) The Investment Manager and its affiliates have agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment. (f) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. Earnings and bank fee credits for the year ended July 31, 2008 were less than 0.01% of average net assets. 38 Class R5
PER SHARE INCOME AND CAPITAL CHANGES(A) Fiscal period ended July 31, 2008 2007(B) Net asset value, beginning of period $7.24 $7.57 - ----------------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss)(c) .11 .06 Net gains (losses) (both realized and unrealized) (1.00) .20 - ----------------------------------------------------------------------------------------------------------------- Total from investment operations (.89) .26 - ----------------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.08) (.08) Distributions from realized gains (.37) (.51) - ----------------------------------------------------------------------------------------------------------------- Total distributions (.45) (.59) - ----------------------------------------------------------------------------------------------------------------- Net asset value, end of period $5.90 $7.24 - ----------------------------------------------------------------------------------------------------------------- RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $-- $-- - ----------------------------------------------------------------------------------------------------------------- Gross expenses prior to expense waiver/reimbursement(d),(e) .66% .75%(f) - ----------------------------------------------------------------------------------------------------------------- Net expenses after expense waiver/reimbursement(e),(g),(h) .66% .74%(f) - ----------------------------------------------------------------------------------------------------------------- Net investment income (loss) 1.66% 1.28%(f) - ----------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 58% 62% - ----------------------------------------------------------------------------------------------------------------- Total return (13.09%) 3.76%(i) - -----------------------------------------------------------------------------------------------------------------
(a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007. (c) Per share amounts have been calculated using the average shares outstanding method. (d) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. (e) In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the above reported expense ratios. (f) Adjusted to an annual basis. (g) The Investment Manager and its affiliates have agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment. (h) Includes the impact of a performance incentive adjustment, if any. Expense ratio is before reduction for earnings and bank fee credits on cash balances. Earnings and bank fee credits for the year ended July 31, 2008 were less than 0.01% of average net assets. (i) Not annualized. 39 EXHIBIT A FORM OF AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization dated as of , 2009 (the "Agreement") is between each selling entity identified in Schedule A hereto (each a "Selling Corporation")(1), on behalf of each series thereof identified in Schedule A hereto as a Selling Fund (each a "Selling Fund"), buying entity identified in Schedule A hereto ("Buying Corporation")(2), on behalf of its series thereof identified in Schedule A hereto as the Buying Fund, and RiverSource Investments, LLC (solely for the purposes of Sections 3c and 11 of the Agreement). This Agreement shall be treated for all purposes as if each reorganization between a Selling Fund and the Buying Fund contemplated hereby had been the subject of a separate agreement. As context requires a Selling Corporation that is not organized as a series fund and that may not be considered or meet the definition of "Selling Fund" as set forth above, may be referred to as a "Selling Fund," for purposes of this Agreement. In consideration of their mutual promises, the parties agree as follows: 1. SHAREHOLDER APPROVAL. Each Selling Fund will call a meeting of its shareholders for the purpose of approving the Agreement and the transactions it contemplates (each a "Reorganization"). The Buying Fund agrees to furnish data and information, as reasonably requested, for the proxy statement to be furnished to shareholders of the corresponding Selling Fund. 2. REORGANIZATION. a. Plan of Reorganization. Each Reorganization will be a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). At the Closing, each Selling Corporation will convey all of the assets of each Selling Fund to the Buying Fund. The Buying Fund will assume all liabilities of the corresponding Selling Fund. At the Closing, the Buying Corporation will deliver shares of the Buying Fund, including fractional shares, to the corresponding Selling Corporation on behalf of the corresponding Selling Fund. The number of shares will be determined by dividing the value of the net assets attributable to each class of shares of each Selling Fund, computed as described in paragraph 3(a), by the net asset value of one share of the corresponding class of the Buying Fund, computed as described in paragraph 3(b). Each Selling Fund will not pay a sales charge on the receipt of the Buying Fund's shares in exchange for the assets of such Selling Fund. In addition, the shareholders of each Selling Fund will not pay a sales charge on distribution to them of shares of the Buying Fund. b. Closing and Effective Time of the Reorganization. The Reorganization and all related acts necessary to complete the Reorganization (the "Closing") will occur on the first day on which the New York Stock Exchange (the "NYSE") is open for business following approval of shareholders of each Selling Fund and receipt of all necessary regulatory approvals, or such later date as the officers of the Selling Corporation and Buying Corporation may agree. 3. VALUATION OF NET ASSETS. a. The net asset value of each Selling Fund will be computed as of the close of regular trading on the NYSE on the business day immediately preceding the day of Closing (the "Valuation Date") using the valuation procedures set forth in the Buying Fund's then current prospectus. b. The net asset value per share of shares of the Buying Fund will be determined as of the close of regular trading on the NYSE on the Valuation Date, using the valuation procedures in the Buying Fund's then current prospectus. c. At the Closing, each Selling Fund will provide the Buying Fund with a copy of the computation showing the valuation of the net asset value per share of such Selling Fund on the Valuation Date, and the Buying Fund will provide the corresponding Selling Fund with a copy of the computation showing the determination of the net asset value per share of the Buying Fund on the Valuation Date. Both computations will be certified by an officer of RiverSource Investments, LLC, the investment manager. 4. LIQUIDATION AND DISSOLUTION OF THE SELLING FUND. a. On the date of the Closing, each Selling Corporation will liquidate each Selling Fund and distribute shares of each class of the Buying Fund to the shareholders of record of such Selling Fund's corresponding class. The Buying Fund will establish shareholder accounts in the names of each corresponding Selling Fund shareholder, representing the respective pro rata number of full and fractional shares of such class of the Buying Fund due to each such shareholder. All issued and outstanding shares of each Selling Fund will simultaneously be cancelled on the books of each Selling - ---------- (1) The Selling Corporation for the Reorganization of Seligman Common Stock Fund, Inc. is a Maryland corporation and the Selling Corporation for the Reorganization of RiverSource Large Cap Equity Fund is a Minnesota corporation. (2) The Buying Corporation for RiverSource Disciplined Equity Fund is a Minnesota corporation. A.1 Corporation. The Buying Fund or its transfer agent will establish shareholder accounts in accordance with instructions from the corresponding Selling Corporation. b. Immediately after the close of business on the Valuation Date, the share transfer books of each Selling Corporation relating to each Selling Fund will be closed and no further transfer of shares will be made. c. Promptly after the Closing, the Buying Fund or its transfer agent will notify each shareholder of the corresponding Selling Fund of the number of shares distributed to the shareholder and confirm the registration in the shareholder's name. d. As promptly as practicable after the Closing, and in no event later than twelve months from the date of the Closing, each Selling Fund will be dissolved. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYING CORPORATION. With respect to each Reorganization, the Buying Corporation represents and warrants to the Selling Fund as follows: a. Organization, Existence, etc. The Buying Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of Minnesota and has the power to carry on its business as it is now being conducted. b. Registration as Investment Company. The Buying Corporation, or in the case of separate series funds, the Buying Corporation, of which the Buying Fund is a series, is registered under the Investment Company Act of 1940 (the "1940 Act") as an open-end, management investment company. c. Capitalization. The Buying Corporation has authorized capital of 10,000,000,000 shares of common stock, par value $0.01 per share. All of the outstanding shares of the Buying Corporation have been duly authorized and are validly issued, fully paid and non-assessable. Since the Buying Fund is engaged in the continuous offering and redemption of its shares, the number of outstanding shares may vary daily. d. Financial Statements. The Buying Fund's audited financial statements as of the end of the last fiscal year, and the subsequent unaudited semi-annual financial statements, if any (the "Buying Fund Financial Statements"), fairly present the financial position of the Buying Fund and the results of its operations and changes in its net assets for the periods shown. e. Shares to be Issued Upon Reorganization. The shares to be issued in connection with the Reorganization will be duly authorized and, at the time of the Closing, will be validly issued, fully paid and non- assessable. f. Authority Relative to the Agreement. The Buying Corporation has the power to enter into and carry out the obligations described in this Agreement. The Agreement and the transactions contemplated by it have been duly authorized by the Board of Directors of the Buying Corporation and no other proceedings by the Buying Corporation or the Buying Fund are necessary. g. No Violation. The Buying Corporation is not in violation of its Articles of Incorporation or By-Laws (the "Articles") or in default in the performance of any material agreement to which it is a party. The execution of this Agreement and the completion of the transactions contemplated by it will not conflict with, or constitute a breach of, any material contract or other instrument to which the Buying Fund is subject. The transactions will not result in any violation of the provisions of the Articles or any law, administrative regulation or administrative or court decree applicable to the Buying Fund. h. Liabilities. The Buying Fund has no known liabilities of a material amount, contingent or otherwise, other than liabilities disclosed in the Buying Fund Financial Statements, liabilities incurred in the ordinary course of business subsequent to the date of the latest annual or semi- annual financial statements, or liabilities previously disclosed to the Selling Fund. i. Litigation. There is no litigation, administrative proceeding or investigation before any court or governmental body currently pending or, to the knowledge of the Buying Fund, threatened, that would materially and adversely affect the Buying Fund, its financial condition or the conduct of its business, or that would prevent or hinder completion of the transactions contemplated by this Agreement. The Buying Fund knows of no facts that might form the basis for the institution of any such litigation, proceeding or investigation and the Buying Fund is not a party to or subject to the provisions of any order, decree or judgment. j. Contracts. Except for contracts and agreements previously disclosed to the Selling Corporation, the Buying Fund is not a party to or subject to any material contract, debt instrument, plan, lease, franchise, license or permit. k. Regulated Investment Company Qualification. The Buying Fund has qualified and met the requirements for treatment as a "regulated investment company" within the meaning of Section 851 of the Code with respect to each taxable year A.2 since commencement of its operations and will continue to meet such requirements and to so qualify at all times through the Closing. l. Taxes. As of the Closing, the Buying Fund will (i) have filed all federal and other tax returns and reports that have been required to be filed, (ii) have paid or provided for payment of all federal and other taxes shown to be due on such returns or on any assessments received, (iii) have adequately provided for all tax liabilities on its books, (iv) except as disclosed to the Selling Fund, not have had any tax deficiency or liability asserted against it or question with respect thereto raised, and (v) except as disclosed to the Selling Fund, not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid. m. Registration Statement. The Buying Fund will file a registration statement on Form N-14 (the "Registration Statement") with the Securities and Exchange Commission under the Securities Act of 1933 (the "1933 Act") relating to the shares to be issued in the Reorganization. At the time the Registration Statement becomes effective, at the time of the shareholders' meeting described in paragraph 1 and at the Closing, the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. However, none of the representations and warranties in this subsection apply to statements in, or omissions from, the Registration Statement made in reliance on information furnished by the Selling Fund for use in the Registration Statement. n. Business Activities. The Buying Fund will operate its business in the ordinary course between the date hereof and the date of the Closing, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions and any other distribution that may be advisable. 6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLING CORPORATION. With respect to each Reorganization, the Selling Corporation represents and warrants to the Buying Fund as follows: a. Organization, Existence, etc. The Selling Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of Maryland and has the power to carry on its business as it is now being conducted. b. Registration as Investment Company. The Selling Corporation, or in the case of a separate series funds, the Selling Corporation, of which the Selling Fund is a series, is registered under the 1940 Act as an open-end, management investment company. c. Capitalization. The Selling Corporation has authorized capital of 4,000,000,000 shares of common stock, par value $0.001 per share. All of the outstanding shares have been duly authorized and are validly issued, fully paid and non-assessable. Since the Selling Fund is engaged in the continuous offering and redemption of its shares, the number of outstanding shares may vary daily. d. Financial Statements. The Selling Fund's audited financial statements as of the end of the last fiscal year, and the subsequent unaudited semi- annual financial statements, if any (the "Selling Fund Financial Statements"), fairly present the financial position of the Selling Fund, and the results of its operations and changes in its net assets for the periods shown. e. Authority Relative to the Agreement. The Selling Corporation has the power to enter into and to carry out its obligations under this Agreement. The Agreement and the transactions contemplated by it have been duly authorized by the Board of Directors of the Selling Corporation and no other proceedings by the Selling Corporation or the Selling Fund are necessary, other than the approval of shareholders contemplated in paragraph 1. f. No Violation. The Selling Corporation is not in violation of its Articles or in default in the performance of any material agreement to which it is a party or in default in the performance of any material agreement to which it is a party). The execution of this Agreement and the completion of the transactions contemplated by it will not conflict with or constitute a breach of, any material contract to which the Selling Fund is subject. The transactions will not result in any violation of the provisions of the Articles, as the case may be, or any law, administrative regulation or administrative or court decree applicable to the Selling Fund. g. Liabilities. The Selling Fund has no known liabilities of a material amount, contingent or otherwise, other than liabilities disclosed in the Selling Fund Financial Statements, liabilities incurred in the ordinary course of business subsequent to the date of the latest annual or semi- annual financial statements, or liabilities previously disclosed to the Buying Fund. h. Litigation. There is no litigation, administrative proceeding or investigation before any court or governmental body currently pending or, to the knowledge of the Selling Fund, threatened, that would materially and adversely affect the Selling Fund, its financial condition or the conduct of its business, or that would prevent or hinder completion of the transactions contemplated by this Agreement. The Selling Fund knows of no facts that might form the basis for the institution of any such litigation, proceeding or investigation and is not a party to or subject to the provisions of any order, decree or judgment. A.3 i. Contracts. Except for contracts and agreements previously disclosed to the Buying Corporation, the Selling Fund is not a party to or subject to any material contract, debt instrument, plan, lease, franchise, license or permit. j. Regulated Investment Company Qualification. The Selling Fund has qualified and met the requirements for treatment as a "regulated investment company" within the meaning of Section 851 of the Code with respect to each taxable year since commencement of its operations and will continue to meet such requirements and to so qualify at all times through the Closing. k. Taxes. As of the Closing, the Selling Fund will (i) have filed all federal and other tax returns and reports that have been required to be filed, (ii) have paid or provided for payment of all federal and other taxes shown to be due on such returns or on any assessments received, (iii) have adequately provided for all tax liabilities on its books, (iv) except as disclosed to the Buying Fund, not have had any tax deficiency or liability asserted against it or question with respect thereto raised, and (v) except as disclosed to the Buying Fund, not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid. l. Fund Securities. All securities listed in the schedule of investments of the Selling Fund as of the Closing will be owned by the Selling Fund free and clear of any encumbrances, except as indicated in the schedule. m. Registration Statement. The Selling Fund will cooperate with the Buying Fund and will furnish information relating to the Selling Corporation and the Selling Fund required in the Registration Statement. At the time the Registration Statement becomes effective, at the time of the shareholders' meeting described in paragraph 1 and at the Closing, the Registration Statement, as it relates to the Selling Corporation or the Selling Fund, will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. However, the representations and warranties in this subsection apply only to statements in or omissions from the Registration Statement made in reliance upon information furnished by the Selling Corporation or the Selling Fund for use in the Registration Statement. n. Provision of Books and Records. The Selling Fund will provide its books and records to the Buying Fund for purposes of preparing any tax returns required by law to be filed after the Closing date, including (1) the tax return for the period ending on the Closing date, and (2) the tax return for the period beginning the day after the Closing and ending the earlier of the current fiscal year-end of the Buying Fund and the taxable year end chosen by the corresponding Buying Fund following the Reorganization. o. Business Activities. The Selling Fund will operate its business in the ordinary course between the date hereof and the date of the Closing, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions and any other distribution that may be advisable. 7. CONDITIONS TO OBLIGATIONS OF THE BUYING CORPORATION. The obligations of the Buying Corporation with respect to each Reorganization are subject to the satisfaction of the following conditions: a. Shareholder Approval. For RiverSource Large Cap Equity Fund this Agreement will have been approved by the affirmative vote of the holders of the majority of the voting power of all Selling Fund shares entitled to vote and for Seligman Common Stock Fund this Agreement will have been approved by the affirmative vote of a majority of the outstanding voting securities of the Selling Fund. A vote of a majority of the outstanding voting securities of the Selling Fund is defined in 1940 Act as a vote of the lesser of (a) 67% or more of the shares of the Selling Fund that are present or represented by proxy at the Meeting, if more than 50% of the outstanding shares are present in person or by proxy at the Meeting; or (b) more than 50% of the outstanding shares of the Selling Fund. b. Representations, Warranties and Agreements. The Selling Corporation and the Selling Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the date of the Closing. An officer of the Selling Corporation will provide a certificate to the Buying Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the corresponding Selling Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling Corporation, and delivered to the Buying Fund on the date of the Closing. c. Regulatory Approvals. - The Registration Statement referred to in Sections 5(m) and 6(m) will be effective and no stop orders under the 1933 Act will have been issued. - All necessary approvals, consents and exemptions from federal and state regulatory authorities will have been obtained. A.4 d. Opinion of Counsel. The Buying Corporation will have received an opinion of counsel for the Selling Corporation, dated as of the date of the Closing, to the effect that: (i) For Seligman Common Stock Fund, Inc., the Selling Corporation is a corporation duly organized and validly existing under the laws of the state of Maryland; for RiverSource Large Cap Equity Fund, the Selling Corporation is a corporation duly organized and validly existing under the laws of the state of Minnesota; (ii) each Selling Fund is a series of the Selling Corporation, an open-end management investment company registered under the 1940 Act, as applicable; (iii) this Agreement and the Reorganization has been duly authorized and approved by all requisite action of the Selling Corporation and each Selling Fund and this Agreement has been duly executed by, and is a valid and binding obligation of, the Selling Corporation. e. Declaration of Dividend. The Selling Fund will have declared, prior to the Closing, a dividend or dividends, which, together with all previous such dividends, shall have the effect of distributing to the Selling Fund shareholders (i) all of the excess of (x) the Selling Fund's investment income excludable from gross income under Section 103 of the Code over (y) the Selling Fund's deductions disallowed under Sections 265 and 171 of the Code, (ii) all of the Selling Fund's investment company taxable income as defined in Section 852 of the Code (in each case computed without regard to any deduction for dividends paid) and (iii) all of the Selling Fund's net capital gain realized (after reduction for any capital loss carryover), in each case for the current taxable year (which will end on the Closing date) and any preceding taxable years for which such a dividend is eligible to be made under Section 855 of the Code. 8. CONDITIONS TO OBLIGATIONS OF THE SELLING CORPORATION. The obligations of the Selling Corporation with respect to each Reorganization are subject to the satisfaction of the following conditions: a. Shareholder Approval. For RiverSource Large Cap Equity Fund this Agreement will have been approved by the affirmative vote of the holders of the majority of the voting power of all Selling Fund shares entitled to vote and for Seligman Common Stock Fund this Agreement will have been approved by the affirmative vote of a majority of the outstanding voting securities of the Selling Fund. A vote of a majority of the outstanding voting securities of the Selling Fund is defined in 1940 Act as a vote of the lesser of (a) 67% or more of the shares of the Selling Fund that are present or represented by proxy at the Meeting, if more than 50% of the outstanding shares are present in person or by proxy at the Meeting; or (b) more than 50% of the outstanding shares of the Selling Fund. b. Representations, Warranties and Agreements. The Buying Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the date of the Closing. An officer of the Buying Corporation will provide a certificate to each Selling Fund confirming that, as of the Closing, the representations and warranties set forth in Section 5 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the Buying Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Buying Corporation, and delivered to such Selling Fund on or prior to the last business day before the Closing. c. Regulatory Approvals. - The Registration Statement referred to in Sections 5(m) and 6(m) will be effective and no stop orders under the 1933 Act will have been issued. - All necessary approvals, consents and exemptions from federal and state regulatory authorities will have been obtained. d. Opinion of Counsel. The Selling Corporation will have received the opinion of counsel for the Buying Corporation, dated as of the date of the Closing, to the effect that: (i) the Buying Corporation is a corporation duly organized and validly existing under the laws of the state of Minnesota; (ii) each Buying Fund is a series of the Buying Corporation, an open-end management investment company registered under the 1940 Act; (iii) this Agreement and the Reorganization has been authorized and approved by all requisite action of the Buying Corporation and the Buying Fund and this Agreement has been duly executed by, and is a valid and binding obligation of, the Buying Corporation; and (iv) the shares to be issued in the Reorganization are duly authorized and upon issuance in accordance with this Agreement will be validly issued, fully paid and non- assessable shares of the Buying Fund. 9. CONDITIONS TO OBLIGATIONS OF THE SELLING CORPORATION AND THE BUYING CORPORATION. The obligations of each of the Selling Corporation and the Buying Corporation with respect to each Reorganization are subject to the satisfaction of the following conditions: Tax Opinion. With respect to the Reorganization between a Selling Fund and the Buying Fund, the Selling Fund shall have received an opinion of Ropes & Gray LLP satisfactory to such Selling Fund, and the Buying Fund shall have received an opinion of Ropes & Gray LLP satisfactory to the Buying Fund, each substantially to the effect that, on the basis of existing provisions of the Code, Treasury regulations promulgated thereunder, current administrative rules, A.5 pronouncements and court decisions, although the matter is not free from doubt, generally for federal income tax purposes: a. The acquisition by the Buying Fund of the assets of the Selling Fund in exchange for the Buying Fund's assumption of all liabilities of the Selling Fund and delivery to the Selling Fund of the acquisition shares, followed by the distribution by the Selling Fund of the acquisition shares to the shareholders of the Selling Fund in exchange for their Selling Fund shares, all as provided in paragraph 2(a) and 4(a) hereof, will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Selling Fund and the Buying Fund will each be "a party to a reorganization" within the meaning of Section 368(b) of the Code; b. No gain or loss will be recognized by the Selling Fund upon (i) the transfer of its assets to the Buying Fund in exchange for the acquisition shares and the assumption by the Buying Fund of all liabilities of the Selling Fund or (ii) the distribution of the acquisition shares by the Selling Fund to its shareholders in liquidation, as contemplated in paragraph 4(a) hereof; c. No gain or loss will be recognized by the Buying Fund upon receipt of the assets of the Selling Fund in exchange for acquisition shares and the assumption by the Buying Fund of all liabilities of the Selling Fund as contemplated in paragraph 2(a) hereof; d. The tax basis in the hands of the Buying Fund of the assets of the Selling Fund transferred to the Buying Fund in the Reorganization will be the same as the tax basis of such assets in the hands of the Selling Fund immediately prior to the transfer; e. The holding periods of the assets of the Selling Fund in the hands of the Buying Fund will include the periods during which such assets were held by the Selling Fund; f. No gain or loss will be recognized by the Selling Fund's shareholders upon the exchange of their shares of the Selling Fund for the acquisition shares; g. The aggregate tax basis of the acquisition shares the Selling Fund shareholder receives in the Reorganization will be the same as the aggregate tax basis of his or her Selling Fund's shares exchanged therefor; h. The Selling Fund shareholder's holding period for the acquisition shares will include the period for which he or she held the Selling Fund's shares exchanged therefor, provided that the shareholder held such Selling Fund's shares as capital assets on the date of the exchange; and i. The Buying Fund will succeed to and take into account the items of the Selling Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. Ropes & Gray LLP will express no view with respect to the effect of the Reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year or upon the termination thereof or (ii) upon the transfer of such asset regardless of whether such a transfer would otherwise be a non-taxable transaction. Each opinion will be based on certain factual certifications made by officers of the Selling Fund and the Buying Fund, and will also be based on customary assumptions. The opinions are not guarantees that the tax consequences of the Reorganizations will be as described above. 10. AMENDMENT; TERMINATION; NON-SURVIVAL OF COVENANTS, WARRANTIES AND REPRESENTATIONS. a. This Agreement may be amended in writing if authorized by the respective Boards of Directors. The Agreement may be so amended at any time before or after the shareholder approval contemplated by paragraph 1 is obtained. b. At any time prior to the Closing, any of the parties may waive in writing (i) any inaccuracies in the representations and warranties made to it and (ii) compliance with any of the covenants or conditions made for its benefit. c. Each party hereto may terminate this Agreement at any time prior to the Closing by notice to the other party if a material condition to its performance or a material covenant of the other party is not fulfilled on or before the date specified for its fulfillment or a material breach of this Agreement is made by the other party and is not cured. d. This Agreement may be terminated by any party at any time prior to the Closing, whether before or after approval by the shareholders of each Selling Fund, without any liability on the part of any party or its respective directors, officers, or shareholders, on written notice to the other party, and shall be terminated without liability as of the close of business on , 2009, or a later date agreed upon by the officers of the Selling Corporation and the Buying Corporation, if the Closing is not effected on or prior to that date. A.6 e. The representations, warranties and covenants contained in this Agreement, or in any document delivered in connection with this Agreement, will survive the Reorganization. 11. EXPENSES. All fees paid to governmental authorities for the registration or qualification of the acquisition shares and all transfer agency costs related to the acquisition shares shall be allocated to the Buying Fund. All (i) legal, accounting and other fees and expenses associated with the preparation, printing and mailing of any shareholder communications, including the proxy statement/prospectus that forms a part of the Registration Statement, and any filings with the Securities and Exchange Commission and/or other governmental authorities in connection with the Reorganization and (ii) all fees and expenses of any proxy solicitation firm retained in connection with the Reorganization shall be allocated to the relevant Selling Fund. All of the other expenses of each Reorganization, including without limitation all other accounting, legal and custodial expenses, shall be allocated equally between each Selling Fund and the Buying Fund. Notwithstanding the foregoing, the fees and expenses allocated to any Selling Fund will not exceed the excess of (i) the total anticipated reduction in fees and expenses expected to be borne by such Selling Fund over the first twelve months following its Reorganization over (ii) the cost expected to be borne by such Selling Fund related to the discontinuance of operations of Seligman Data Corp. Any fees and expenses that would have been allocable to a Selling Fund but for the preceding sentence and all expenses allocable to the Buying Fund related to the Reorganization, as described above, will be borne by RiverSource Investments, LLC. Each Selling Fund will bear the full cost of any brokerage or other transaction costs associated with the sale or purchase of portfolio securities in connection with its Reorganization. Should any Reorganization fail to occur, RiverSource Investments, LLC will bear all costs associated with the Reorganization. 12. GENERAL. a. Headings. The headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement. Nothing in this Agreement is intended to confer upon any other person any rights or remedies by reason of this Agreement. b. Governing Law. This Agreement will be governed by the laws of the state of Minnesota. IN WITNESS WHEREOF, each of the parties, individually and not jointly, has caused this Agreement to be signed. SELIGMAN COMMON STOCK FUND, INC. By: -------------------------- Name: Patrick T. Bannigan Title: President RIVERSOURCE LARGE CAP SERIES, INC., on behalf of RiverSource Large Cap Equity Fund By: -------------------------- Name: Patrick T. Bannigan Title: President RIVERSOURCE LARGE CAP SERIES, INC., on behalf of RiverSource Disciplined Equity Fund By: -------------------------- Name: Patrick T. Bannigan Title: President The undersigned is a party to this Agreement for the purposes of Section 3c and 11 only. RIVERSOURCE INVESTMENTS, LLC By: -------------------------- Name: William F. Truscott Title: President and Chief Investment Officer A.7 SCHEDULE A
- ---------------------------------------------------------------------------------------------------------- SELLING ENTITY SELLING FUND BUYING ENTITY BUYING FUND - ---------------------------------------------------------------------------------------------------------- RiverSource RiverSource Large Cap Fund Large Cap RiverSource Large Cap RiverSource Disciplined Series, Inc. Series, Inc. Equity Fund - ------------------------------------------------ Seligman Common Stock Fund, Inc. - ----------------------------------------------------------------------------------------------------------
A.8 EXHIBIT B MINNESOTA BUSINESS CORPORATION ACT SECTIONS 302A.471 AND 302A.473 Minnesota law requires that we provide you with a copy of the state law on dissenters' rights. Notwithstanding the provisions of the law set out below, the SEC has taken the position that use of state appraisal procedures by a registered mutual fund such as RiverSource Large Cap Equity Fund would be a violation of Rule 22c-1, the forward pricing rule, under the 1940 Act. As a result, if any shareholder elects to exercise dissenters' rights under Minnesota law, the Fund intends to submit this question to a court of competent jurisdiction. In that event, a dissenting shareholder would not receive any payment until the end of the court proceeding. 302A.471. RIGHTS OF DISSENTING SHAREHOLDERS SUBDIVISION 1. ACTIONS CREATING RIGHTS. A shareholder of a corporation may dissent from, and obtain payment for the fair value of the shareholder's shares in the event of, any of the following corporate actions: (a) unless otherwise provided in the articles, an amendment of the articles that materially and adversely affects the rights or preferences of the shares of the dissenting shareholder in that it: (1) alters or abolishes a preferential right of the shares; (2) creates, alters, or abolishes a right in respect of the redemption of the shares, including a provision respecting a sinking fund for the redemption or repurchase of the shares; (3) alters or abolishes a preemptive right of the holder of the shares to acquire shares, securities other than shares, or rights to purchase shares or securities other than shares; (4) excludes or limits the right of a shareholder to vote on a matter, or to cumulate votes, except as the right may be excluded or limited through the authorization or issuance of securities of an existing or new class or series with similar or different voting rights; except that an amendment to the articles of an issuing public corporation that provides that section 302A.671 does not apply to a control share acquisition does not give rise to the right to obtain payment under this section; (5) eliminates the right to obtain payment under this subdivision; (b) a sale, lease, transfer, or other disposition of property and assets of the corporation that requires shareholder approval under section 302A.661, subdivision 2, but not including a disposition in dissolution described in section 302A.725, subdivision 2, or a disposition pursuant to an order of a court, or a disposition for cash on terms requiring that all or substantially all of the net proceeds of disposition be distributed to the shareholders in accordance with their respective interests within one year after the date of disposition; (c) a plan of merger, whether under this chapter or under chapter 322B, to which the corporation is a party, except as provided in subdivision 3, and except for a plan of merger adopted under section 302A.626; (d) a plan of exchange, whether under this chapter or under chapter 322B, to which the corporation is a party as the corporation whose shares will be acquired by the acquiring corporation, except as provided in subdivision 3; (e) a plan of conversion adopted by the corporation; or (f) Any other corporate action taken pursuant to a shareholder vote with respect to which the articles, the bylaws, or a resolution approved by the board directs that dissenting shareholders may obtain payment for their shares. SUBDIVISION 2. BENEFICIAL OWNERS. (a) A shareholder shall not assert dissenters' rights as to less than all of the shares registered in the name of the shareholder, unless the shareholder dissents with respect to all the shares that are beneficially owned by another person but registered in the name of the shareholder and discloses the name and address of each beneficial owner on whose behalf the shareholder dissents. In that event, the rights of the dissenter shall be determined as if the shares as to which the shareholder has dissented and the other shares were registered in the names of different shareholders. (b) A beneficial owner of shares who is not the shareholder may assert dissenters' rights with respect to shares held on behalf of the beneficial owner, and shall be treated as a dissenting shareholder under the terms of this section and section 302A.473, if the beneficial owner submits to the corporation at the time of or before the assertion of the rights a written consent of the shareholder. SUBDIVISION 3. RIGHTS NOT TO APPLY. (a) Unless the articles, the bylaws, or a resolution approved by the board otherwise provide, the right to obtain payment under this section does not apply to a shareholder of (1) the surviving corporation in a merger with respect to shares of the B.1 shareholder that are not entitled to be voted on the merger and are not canceled or exchanged in the merger or (2) the corporation whose shares will be acquired by the acquiring organization in a plan of exchange with respect to shares of the shareholder that are not entitled to be voted on the plan of exchange and are not exchanged in the plan of exchange. (b) If a date is fixed according to section 302A.445, subdivision 1, for the determination of shareholders entitled to receive notice of and to vote on an action described in subdivision 1, only shareholders as of the date fixed, and beneficial owners as of the date fixed who hold through shareholders, as provided in subdivision 2, may exercise dissenters' rights. (c) Notwithstanding subdivision 1, the right to obtain payment under this section, other than in connection with a plan of merger adopted under section 302A.621, is limited in accordance with the following provisions: (1) The right to obtain payment under this section is not available for the holders of shares of any class or series of shares that is listed on the New York Stock Exchange or the American Stock Exchange or designated as a national market security on the Nasdaq Stock Market. (2) The applicability of clause (1) is determined as of: (i) the record date fixed to determine the shareholders entitled to receive notice of, and to vote at, the meeting of shareholders to act upon the corporate action described in subdivision 1; or (ii) the day before the effective date of corporate action described in subdivision 1 if there is no meeting of shareholders. (3) Clause (1) is not applicable, and the right to obtain payment under this section is available pursuant to subdivision 1, for the holders of any class or series of shares who are required by the terms of the corporate action described in subdivision 1 to accept for such shares anything other than shares, or cash in lieu of fractional shares, of any class or any series of shares of a domestic or foreign corporation, or any other ownership interest of any other organization, that satisfies the standards set forth in clause (1) at the time the corporate action becomes effective. SUBDIVISION 4. OTHER RIGHTS. The shareholders of a corporation who have a right under this section to obtain payment for their shares, or who would have the right to obtain payment for their shares absent the exception set forth in paragraph (c) of subdivision 3, do not have a right at law or in equity to have a corporate action described in subdivision 1 set aside or rescinded, except when the corporate action is fraudulent with regard to the complaining shareholder or the corporation. 302A.473. PROCEDURES FOR ASSERTING DISSENTERS' RIGHTS SUBDIVISION 1. DEFINITIONS. (a) For purposes of this section, the terms defined in this subdivision have the meanings given them. (b) "Corporation" means the issuer of the shares held by a dissenter before the corporate action referred to in section 302A.471, subdivision 1 or the successor by merger of that issuer. (c) "Fair value of the shares" means the value of the shares of a corporation immediately before the effective date of the corporate action referred to in section 302A.471, subdivision 1. (d) "Interest" means interest commencing five days after the effective date of the corporate action referred to in section 302A.471, subdivision 1, up to and including the date of payment, calculated at the rate provided in section 549.09 for interest on verdicts and judgments. SUBDIVISION 2. NOTICE OF ACTION. If a corporation calls a shareholder meeting at which any action described in section 302A.471, subdivision 1 is to be voted upon, the notice of the meeting shall inform each shareholder of the right to dissent and shall include a copy of section 302A.471 and this section and a brief description of the procedure to be followed under these sections. SUBDIVISION 3. NOTICE OF DISSENT. If the proposed action must be approved by the shareholders and the corporation holds a shareholder meeting, a shareholder who is entitled to dissent under section 302A.471 and who wishes to exercise dissenters' rights must file with the corporation before the vote on the proposed action a written notice of intent to demand the fair value of the shares owned by the shareholder and must not vote the shares in favor of the proposed action. SUBDIVISION 4. NOTICE OF PROCEDURE; DEPOSIT OF SHARES. (a) After the proposed action has been approved by the board and, if necessary, the shareholders, the corporation shall send to (i) all shareholders who have complied with subdivision 3, (ii) all shareholders who did not sign or consent to a written action that gave effect to the action creating the right to obtain payment under section 302A.471, and (iii) all shareholders entitled to dissent if no shareholder vote was required, a notice that contains: (1) The address to which a demand for payment and certificates of certificated shares must be sent in order to obtain payment and the date by which they must be received; B.2 (2) Any restrictions on transfer of uncertificated shares that will apply after the demand for payment is received; (3) A form to be used to certify the date on which the shareholder, or the beneficial owner on whose behalf the shareholder dissents, acquired the shares or an interest in them and to demand payment; and (4) A copy of section 302A.471 and this section and a brief description of the procedures to be followed under these sections. (b) In order to receive the fair value of the shares, a dissenting shareholder must demand payment and deposit certificated shares or comply with any restrictions on transfer of uncertificated shares within 30 days after the notice required by paragraph (a) was given, but the dissenter retains all other rights of a shareholder until the proposed action takes effect. SUBDIVISION 5. PAYMENT; RETURN OF SHARES. (a) After the corporate action takes effect, or after the corporation receives a valid demand for payment, whichever is later, the corporation shall remit to each dissenting shareholder who has complied with subdivisions 3 and 4 the amount the corporation estimates to be the fair value of the shares, plus interest, accompanied by: (1) The corporation's closing balance sheet and statement of income for a fiscal year ending not more than 16 months before the effective date of the corporate action, together with the latest available interim financial statements; (2) An estimate by the corporation of the fair value of the shares and a brief description of the method used to reach the estimate; and (3) A copy of section 302A.471 and this section, and a brief description of the procedure to be followed in demanding supplemental payment. (b) The corporation may withhold the remittance described in paragraph (a) from a person who was not a shareholder on the date the action dissented from was first announced to the public or who is dissenting on behalf of a person who was not a beneficial owner on that date. If the dissenter has complied with subdivisions 3 and 4, the corporation shall forward to the dissenter the materials described in paragraph (a), a statement of the reason for withholding the remittance, and an offer to pay to the dissenter the amount listed in the materials if the dissenter agrees to accept that amount in full satisfaction. The dissenter may decline the offer and demand payment under subdivision 6. Failure to do so entitles the dissenter only to the amount offered. If the dissenter makes demand, subdivision 7 and 8 apply. (c) If the corporation fails to remit payment within 60 days of the deposit of certificates or the imposition of transfer restrictions on uncertificated shares, it shall return all deposited certificates and cancel all transfer restrictions. However, the corporation may again give notice under subdivision 4 and require deposit or restrict transfer at a later time. SUBDIVISION 6. SUPPLEMENTAL PAYMENT; DEMAND. If a dissenter believes that the amount remitted under subdivision 5 is less than the fair value of the shares plus interest, the dissenter may give written notice to the corporation of the dissenter's own estimate of the fair value of the shares, plus interest, within 30 days after the corporation mails the remittance under subdivision 5, and demand payment of the difference. Otherwise, a dissenter is entitled only to the amount remitted by the corporation. SUBDIVISION 7. PETITION; DETERMINATION. If the corporation receives a demand under subdivision 6, it shall, within 60 days after receiving the demand, either pay to the dissenter the amount demanded or agreed to by the dissenter after discussion with the corporation or file in a court a petition requesting that the court determine the fair value of the shares, plus interest. The petition shall be filed in the county in which the registered office of the corporation is located, except that a surviving foreign corporation that receives a demand relating to the shares of a constituent domestic corporation shall file the petition in the county in this state in which the last registered office of the constituent corporation was located. The petition shall name as parties all dissenters who have demanded payment under subdivision 6 and who have not reached agreement with the corporation. The corporation shall, after filing the petition, serve all parties with a summons and copy of the petition under the rules of civil procedure. Nonresidents of this state may be served by registered or certified mail or by publication as provided by law. Except as otherwise provided, the rules of civil procedures apply to this proceeding. The jurisdiction of the court is plenary and exclusive. The court may appoint appraisers, with powers and authorities the court deems proper, to receive evidence on and recommend the amount of the fair value of the shares. The court shall determine whether the shareholder or shareholders in question have fully complied with the requirements of this section, and shall determine the fair value of the shares, taking into account any and all factors the court finds relevant, computed by any method or combination of methods that the court, in its discretion, sees fit to use, whether or not used by the corporation or by a dissenter. The fair value of the shares as determined by the court is binding on all shareholders, wherever located. A dissenter is entitled to judgment in cash for the amount by which the fair value of the shares as determined by the court, plus interest, exceeds the amount, if any, remitted under subdivision 5, but shall not be liable to the corporation for the amount, if any, by which the amount, if any, remitted to the dissenter under subdivision 5 exceeds the fair value of the shares as determined by the court, plus interest. B.3 SUBDIVISION 8. COSTS; FEES; EXPENSES. (a) The court shall determine the costs and expenses of a proceeding under subdivision 7, including the reasonable expenses and compensation of any appraisers appointed by the court, and shall assess those costs and expenses against the corporation, except that the court may assess part or all of those costs and expenses against a dissenter whose action in demanding payment under subdivision 6 is found to be arbitrary, vexatious, or not in good faith. (b) If the court finds that the corporation has failed to comply substantially with this section, the court may assess all fees and expenses of any experts or attorneys as the court deems equitable. These fees and expenses may also be assessed against a person who has acted arbitrarily, vexatiously, or not in good faith in bringing the proceeding, and may be awarded to a party injured by those actions. (c) The court may award, in its discretion, fees and expenses to an attorney for the dissenters out of the amount awarded to the dissenters, if any. B.4 EXHIBIT C ADDITIONAL INFORMATION APPLICABLE TO THE BUYING FUND Below is information regarding the Buying Fund. All references to a Fund or the Funds refer to the Buying Fund. OTHER INVESTMENT STRATEGIES AND RISKS Other Investment Strategies. In addition to the principal investment strategies previously described, the Fund may utilize investment strategies that are not principal investment strategies, including investment in affiliated and non- affiliated pooled investment vehicles (including mutual funds and exchange traded funds (ETFs), also referred to as "acquired funds") ownership of which results in the Fund bearing its proportionate share of the acquired funds' fees and expenses. Although ETFs are designed to replicate the price and yield of a specified market index, there is no guarantee that an ETF will track its specified market index, which may result in a loss. For more information on strategies and holdings, and the risks of such strategies, including derivative instruments that the Fund may use, see the Reorganization SAI and its annual and semiannual reports. Unusual Market Conditions. During unusual market conditions, the Fund may temporarily invest more of its assets in money market securities than during normal market conditions. Although investing in these securities would serve primarily to attempt to avoid losses, this type of investing also could prevent the Fund from achieving its investment objective. During these times, the portfolio managers may make frequent securities trades that could result in increased fees, expenses and taxes, and decreased performance. Instead of investing in money market securities directly, the Fund may invest in shares of an affiliated or unaffiliated money market fund. See "Cash Reserves" under the section "General Information" for more information. Securities Transaction Commissions. Securities transactions involve the payment by the Fund of brokerage commissions to broker-dealers, on occasion as compensation for research or brokerage services (commonly referred to as "soft dollars"), as the portfolio managers buy and sell securities for the Fund in pursuit of its objective. A description of the policies governing the Fund's securities transactions and the dollar value of brokerage commissions paid by the Fund are set forth in the Reorganization SAI. The brokerage commissions set forth in the Reorganization SAI do not include implied commissions or mark-ups (implied commissions) paid by the Fund for principal transactions (transactions made directly with a dealer or other counterparty), including most fixed income securities (and certain other instruments, including derivatives). Brokerage commissions do not reflect other elements of transaction costs, including the extent to which the Fund's purchase and sale transactions may cause the market to move and change the market price for an investment. Although brokerage commissions and implied commissions are not reflected in the expense table under "Fees and Expenses," they are reflected in the total return of the Fund. Portfolio Turnover. Trading of securities may produce capital gains, which are taxable to shareholders when distributed. Active trading may also increase the amount of brokerage commissions paid or mark-ups to broker-dealers that the Fund pays when it buys and sells securities. Capital gains and increased brokerage commissions or mark-ups paid to broker-dealers may adversely affect a fund's performance. The Fund's historical portfolio turnover rate, which measures how frequently the Fund buys and sells investments, is shown in the "Financial Highlights." Directed Brokerage. The Fund's Board has adopted a policy prohibiting the investment manager, or any subadviser, from considering sales of shares of the Fund as a factor in the selection of broker-dealers through which to execute securities transactions. Additional information regarding securities transactions can be found in the Reorganization SAI. FUND MANAGEMENT AND COMPENSATION INVESTMENT MANAGER RiverSource Investments, LLC, 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474, is the investment manager to the RiverSource funds (including the RiverSource Partners funds, Threadneedle funds and Seligman funds), and is a wholly-owned subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial). Ameriprise Financial is a financial planning and financial services company that has been offering solutions for clients' asset accumulation, income management and protection needs for more than 110 years. In addition to managing investments for all of the RiverSource funds, RiverSource Investments manages investments for itself and its affiliates. For institutional clients, RiverSource Investments and its affiliates provide investment management and related services, such as separate account asset management, and institutional trust and custody, as well as other investment products. For all of its clients, RiverSource Investments seeks to allocate investment opportunities in an equitable manner over time. See the Reorganization SAI for more information. C.1 The Fund pays RiverSource Investments a fee for managing its assets. Under the Investment Management Services Agreement ("IMS Agreement"), the fee for the most recent fiscal year was 0.53% of the Fund's average daily net assets, including an adjustment under the terms of a performance incentive arrangement. The adjustment is computed by comparing the Fund's performance to the performance of an index of comparable funds published by Lipper Inc. The index against which the Fund's performance is currently measured for purposes of the performance incentive adjustment is the Lipper Large-Cap Core Funds Index. In certain circumstances, the Fund's Board may approve a change in the index. The maximum adjustment (increase or decrease) is 0.12% of the Fund's average net assets on an annual basis. Under the IMS Agreement, the Fund also pays taxes, brokerage commissions, and nonadvisory expenses. A discussion regarding the basis for the Board approving the Agreement is available in the Fund's most recent annual or semiannual shareholder report. Portfolio Manager(s). The portfolio managers responsible for the Fund's day-to- day management are: Dimitris J. Bertsimas, Ph.D., Senior Portfolio Manager - - Managed the Fund since 2003. - - Joined RiverSource Investments as a portfolio manager and leader of the Disciplined Equity and Asset Allocation Team in 2002. - - Co-founded Dynamic Ideas, LLC, a consulting firm that specialized in the development of quantitative tools for the asset management industry, where he served as Managing Partner, 1999 to 2002. Currently, Boeing Professor of Operations Research, Sloan School of Management and the Operations Research Center, MIT. - - Began investment career as a consultant to asset managers in 1993; became portfolio manager in 2002. - - MS and Ph.D., MIT. Gina K. Mourtzinou, Ph.D., Portfolio Manager - - Managed the Fund since 2003. - - Joined RiverSource Investments as a portfolio manager and member of the Disciplined Equity and Asset Allocation Team in 2002. - - Co-founded Dynamic Ideas, LLC, a consulting firm that specialized in the development of quantitative tools for the asset management industry, where she served as Vice President of Research and Analytics, 1999 to 2002. - - Began investment career as a consultant to asset managers in 1996; became portfolio manager in 2002. - - Ph.D., MIT. The Reorganization SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund. C.2 THIS SERVICE SECTION IS EFFECTIVE MAY 9, 2009. RIVERSOURCE GROUP OF FUNDS THE RIVERSOURCE GROUP OF FUNDS (EACH INDIVIDUALLY A "FUND" AND, COLLECTIVELY, THE "FUNDS") INCLUDES "RIVERSOURCE" FUNDS, "RIVERSOURCE PARTNERS" FUNDS, "SELIGMAN" FUNDS AND "THREADNEEDLE" FUNDS. (THE RIVERSOURCE FUNDS, RIVERSOURCE PARTNERS FUNDS AND THREADNEEDLE FUNDS MAY BE COLLECTIVELY REFERRED TO AS THE "RIVERSOURCE FUNDS".) THE FUNDS SHARE THE SAME BOARD OF DIRECTORS/TRUSTEES (THE "BOARD") AND SAME POLICIES AND PROCEDURES INCLUDING THOSE SET FORTH IN THE SERVICE SECTION OF THIS PROSPECTUS. FOR EXAMPLE, FOR PURPOSES OF CALCULATING THE INITIAL SALES CHARGE ON THE PURCHASE OF CLASS A SHARES OF A FUND, AN INVESTOR OR FINANCIAL ADVISOR SHOULD CONSIDER THE COMBINED MARKET VALUE OF ALL FUNDS IN THE RIVERSOURCE GROUP OF FUNDS OWNED BY THE INVESTOR AS DEFINED UNDER "INITIAL SALES CHARGE -- RIGHTS OF ACCUMULATION (ROA)." BUYING AND SELLING SHARES The funds are available directly and through broker-dealers, banks and other financial intermediaries or institutions (financial intermediaries), and through certain qualified and non-qualified plans, wrap fee products or other investment products sponsored by financial intermediaries. THESE FINANCIAL INTERMEDIARIES 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 intermediaries through which your shares of the fund are held. Since the fund (and its service providers) may not have a record of your account transactions, you should always contact the financial intermediary 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 intermediaries to carry out its obligations to its customers. DESCRIPTION OF SHARE CLASSES INVESTMENT OPTIONS -- CLASSES OF SHARES The 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 advisor can help you with this decision. The following table shows the key features of each share class. C.3 INVESTMENT OPTIONS SUMMARY*
CONTINGENT DEFERRED SALES DISTRIBUTION AND PLAN AVAILABILITY(A) INITIAL SALES CHARGE CHARGE (CDSC) SERVICE FEE(B) ADMINISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------ Class A Available to Yes. Payable at time No.(c) Yes. No. all investors. of purchase. Lower or 0.25% no sales charge for larger investments. - ------------------------------------------------------------------------------------------------------------------------------ Class Available to No. Entire purchase Maximum 5% CDSC during Yes. No. B(d)(e)(f) all investors. price is invested in the first year 1.00% shares of the fund. decreasing to 0% after six years. - ------------------------------------------------------------------------------------------------------------------------------ Class C(f) Available to No. Entire purchase 1% CDSC may apply if Yes. No. all investors. price is invested in you sell shares within 1.00% shares of the fund. one year after purchase. - ------------------------------------------------------------------------------------------------------------------------------ Class I Limited to qualifying No. No. No. No. institutional investors. - ------------------------------------------------------------------------------------------------------------------------------ Class R2 Limited to qualifying No. No. Yes. Yes. institutional 0.50% 0.25% investors. - ------------------------------------------------------------------------------------------------------------------------------ Class R3 Limited to qualifying No. No. Yes. Yes. institutional 0.25% 0.25% investors. - ------------------------------------------------------------------------------------------------------------------------------ Class R4 Limited to qualifying No. No. No. Yes. institutional 0.25% investors. - ------------------------------------------------------------------------------------------------------------------------------ Class R5 Limited to qualifying No. No. No. No. institutional investors. - ------------------------------------------------------------------------------------------------------------------------------ Class W Limited to qualifying No. No. Yes. No. discretionary managed 0.25% accounts. - ------------------------------------------------------------------------------------------------------------------------------ Class Y Limited to qualifying No. No. No. Yes. institutional 0.15% investors. - ------------------------------------------------------------------------------------------------------------------------------
* RiverSource Tax-Exempt Money Market Fund offers only Class A shares (a) See "Buying and Selling Shares, Determining which class of shares to purchase" for more information on availability of share classes and 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) A 1% CDSC may be assessed on Class A shares sold within 18 months after purchase. See "Buying and Selling Shares, Sales Charges, Class A -- contingent deferred sales charge" for more information. For all funds except RiverSource Cash Management Fund, RiverSource Tax-Exempt Money Market Fund and [Seligman Cash Management Fund.] (d) Class B shares automatically convert to Class A hares. See "Buying and Selling Shares, Sales Charges, Class B and Class C -- CDSC 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. (e) Class B shares of RiverSource Short Duration U.S. Government Fund is closed to new investors and new purchases. Existing shareholders in this fund may continue to own Class B shares and make exchanges into and out of existing accounts where Class B shares of this fund are maintained. (f) RiverSource Cash Management Fund [and Seligman Cash Management Fund] offers Class B and Class C shares only to facilitate exchanges with other RiverSource funds offering Class B and Class C shares, respectively. 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 the fund's shares and directly or indirectly providing services to fund shareholders. These expenses include payment of distribution and shareholder servicing fees to financial intermediaries 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 intermediaries 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 intermediaries, and to pay for other distribution related expenses. Financial C.4 intermediaries 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 WITH THE FUND, WITHOUT WORKING DIRECTLY WITH A FINANCIAL INTERMEDIARY OR FINANCIAL ADVISOR, DISTRIBUTION AND SERVICE FEES MAY BE RETAINED BY THE DISTRIBUTOR. * For RiverSource Cash Management Fund [and Seligman Cash Management Fund], the distributor has currently agreed not to be reimbursed by the fund for distribution (12b-1) fees equal to 0.10% of the stated amount for Class B shares. PLAN ADMINISTRATION FEE Class R2, Class R3, Class R4 and Class Y 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 average daily net assets attributable to the respective class. The fee for Class Y shares is equal on an annual basis to 0.15% of average daily net assets attributable to the class. DETERMINING WHICH CLASS OF SHARES TO PURCHASE Each of the fund's classes represent an interest in the same portfolio of investments. However, as set forth above, each class has its own sales charge schedule, and its ongoing distribution and shareholder service fees may differ from other classes. When deciding which class of shares to buy, you should consider, among other things: - - The amount you plan to invest. - - How long you intend to remain invested in the fund or another fund in the RiverSource Group of Funds. - - Whether you may be eligible for reduced or no sales charges when you buy or sell shares. Your authorized financial intermediary or financial advisor will be able to help you decide which class of shares best meets your needs. 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 higher, and new purchases of Class C shares will not be permitted if your rights of accumulation are $1,000,000 or higher. 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 contingent deferred sales charge (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 will convert to Class A shares in the same proportion as the other Class B shares. See "Class B and Class C -- CDSC alternative" for information on timing of Class B share conversion to Class A shares. Class C shares have a higher annual distribution fee than Class A shares and a CDSC for one year. 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 share class with a CDSC (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 intermediary or financial advisor. * For RiverSource Cash Management Fund and [Seligman Cash Management Fund], new investments must be made in Class A shares of the fund. The fund offers Class B and Class C shares only to facilitate exchanges between classes of these shares in other funds in the RiverSource Group of Funds. CLASS I SHARES. The following eligible investors may purchase Class I shares: - - Any fund distributed by the distributor, if the fund seeks to achieve its investment objective by investing primarily in shares of funds in the RiverSource Group of Funds. Class I shares may be purchased, sold or exchanged only through the distributor or an authorized financial intermediary. 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 created pursuant to public law 108-173. C.5 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 funds in the RiverSource Group of Funds). - - Bank trust departments. Class R shares generally are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Educational Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs and individual 403(b) plans. Class R shares may be purchased, sold or exchanged only through the distributor or an authorized financial intermediary. 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 intermediary. 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 INTERMEDIARIES TO ACCEPT INVESTMENTS FROM OTHER PURCHASERS NOT LISTED ABOVE. Please consult your financial advisor for assistance in selecting the appropriate class of shares. 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 intermediary 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 intermediary). Sales charges vary depending on the amount of your purchase. INITIAL SALES CHARGE(A) FOR CLASS A SHARES For equity funds and funds-of-funds (equity)
MAXIMUM REALLOWANCE AS A % OF AS A % OF AS A % OF TOTAL MARKET VALUE PURCHASE PRICE(B) NET AMOUNT INVESTED PURCHASE PRICE - --------------------------------------------------------------------------------------------------------------- Up to $49,999 5.75% 6.10% 5.00% $50,000--$99,999 4.74 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(c),(d)
For fixed income funds except those listed below and funds-of-funds (fixed income)
MAXIMUM REALLOWANCE AS A % OF AS A % OF AS A % OF TOTAL MARKET VALUE PURCHASE PRICE(B) NET AMOUNT INVESTED PURCHASE PRICE - --------------------------------------------------------------------------------------------------------------- Up to $49,999 4.75% 4.99% 4.00% $50,000--$99,999 4.25 4.44 3.50 $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(c),(d)
C.6 For RiverSource Short Duration U.S. Government Fund
MAXIMUM REALLOWANCE AS A % OF AS A % OF AS A % OF TOTAL MARKET VALUE PURCHASE PRICE(B) NET AMOUNT INVESTED PURCHASE PRICE - --------------------------------------------------------------------------------------------------------------- Up to $49,999 3.00% 3.09% 2.50% $50,000--$99,999 3.00 3.09 2.50 $100,000--$249,999 2.50 2.56 2.15 $250,000--$499,999 2.00 2.04 1.75 $500,000--$999,999 1.50 1.52 1.25 $1,000,000 or more 0.00 0.00 0.00(c),(d)
(a) 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. (b) Purchase price includes the sales charge. (c) 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 intermediary the following out of its own resources: a sales commission of up to 1.00% for a sale of $1,000,000 to $3,999,999; a sales commission up to 0.50% for a sale of $4,000,000 to $49,999,999; and a sales commission up to 0.25% for a sale of $50,000,000 or more. (d) For certain eligible employee benefit plans defined under section 401(a), 401(k), 457 and 403(b) which meet eligibility rules for the waiver of applicable sales charges, the distributor may pay the following out of its own resources: a sales commission of 1.00% for a sale of $1 to $3,999,999 received in eligible employee benefit plans; a sales commission up to 0.50% for a sale of $4,000,000 to $49,999,999; and a sales commission up to 0.25% for a sale of $50,000,000 or more. See "Initial Sales Charge -- Waivers of the sales charge for Class A shares" for employee benefit plan eligibility rules. There is no initial sales charge on reinvested dividends or capital gain distributions. 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. Your ROA group includes the current market values of the following investments which are eligible to be added together for purposes of determining the sales charge on your next 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 funds in the RiverSource Group of 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 your ROA group in order to determine 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 household, 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 - - 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 your ROA group in order to determine 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 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 fund shares through different financial intermediaries, and you want to include those assets toward a reduced sales charge, you must inform your financial intermediary in writing about the other accounts when placing your purchase order. Contact your financial intermediary to determine what information is required. C.7 Unless you provide your financial intermediary 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 intermediary provide this information to the fund when placing your purchase order. For more information on ROA, 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 intermediary. 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. Existing ROA Example. Shareholder currently has $60,000 ROA in the funds. Shareholder completes an LOI to invest $100,000 in the funds (ROA eligible accounts). Shareholder only needs to invest an additional $40,000 in the funds' Class A shares (any non-money market fund in the RiverSource Group of Funds) 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 intermediary provide this information to the fund when placing your purchase order. For more detail on LOIs, please contact your financial intermediary 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 the 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. 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 affiliated or unaffiliated financial intermediaries 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 funds, including their spouses or domestic partners, children, parents and their spouse's or domestic partner's parents. - - partners and employees of outside legal counsel to the funds or the funds' directors or trustees who regularly provide advice and services to the funds, or to their directors or trustees. - - 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 fund in the RiverSource Group of Funds; - through or under a wrap fee product or other investment product sponsored by a financial intermediary that charges an account management fee that has, or that clear trades through a financial intermediary that has, a selling agreement with the distributor; - through state sponsored college savings plans established under Section 529 of the Internal Revenue Code; or - through bank trust departments. - to separate accounts established and maintained by an insurance company which are exempt from registration under Section 3(c)(11) of the 1940 Act. - - purchases made through "employee benefit plans" created under section 401(a), 401(k), 457 and 403(b) which: - have at least $1 million in plan assets at the time of investment; and - have a plan level or omnibus account that is maintained with the fund or its transfer agent; and - transact directly with the fund or its transfer agent through a third party administrator or third party recordkeeper. For more information regarding waivers of sales charge for Class A purchases, please see the SAI. The distributor may, in its sole discretion, authorize the waiver of sales charges for additional classes of investors. Policies related to reducing or waiving the sales charge may be modified or withdrawn at any time. C.8 Unless you provide your financial intermediary 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 intermediary provide this information to the fund when placing your purchase order. Because the current prospectus is available on the funds' website at riversource.com or seligman.com free of charge, information regarding breakpoint discounts is not separately disclosed on the website. CLASS A -- CONTINGENT DEFERRED SALES CHARGE For Class A shares purchased without a sales charge where a commission was separately paid by the distributor, a 1% CDSC may be charged if you sell your shares within 18 months after purchase. A CDSC will be based on the original purchase cost or the current market value of the shares being sold, whichever is less. CDSC -- WAIVERS OF THE CDSC FOR CLASS A SHARES. The CDSC will be waived on sales of shares: - - to which no sales commission or transaction fee was paid to an authorized financial intermediary at the time of purchase. - - purchased through reinvestment of dividends and capital gain distributions. - - in the event of the shareholder's death. - - from a monthly, quarterly or annual systematic redemption plan of up to an annual amount of 12% of the account value on a per fund basis. - - in an account that has been closed because it falls below the minimum account balance. - - that result from required minimum distributions taken from retirement accounts upon the shareholders attainment of age 70 1/2. - - that result from returns of excess contributions or excess deferral amounts made to a retirement plan participant. - - of RiverSource funds purchased prior to Dec. 1, 2008. - - initially purchased by an employee benefit plan that is not connected with a plan level termination. The distributor may, in its sole discretion, authorize the waiver of the CDSC for additional classes of investors. Policies relating to waiving the CDSC may be modified or withdrawn at any time. CLASS B AND CLASS C -- CDSC ALTERNATIVE RiverSource Cash Management Fund and [Seligman Cash Management Fund] offers Class B and Class C shares only to facilitate exchanges with other RiverSource funds offering Class B and Class C shares, respectively. For example, if you own Class B or Class C shares of another RiverSource fund, but want to hold your money in a money market fund, you may exchange into Class B or Class C shares of RiverSource Cash Management Fund and [Seligman Cash Management Fund]. RiverSource Tax-Exempt Money Market Fund does not offer Class B or Class C shares. RiverSource funds that offer Class B and Class C shares have limitations on the amount you may invest in those share classes. If you are considering purchasing Class B or Class C shares of another RiverSource fund, please see the prospectus for that fund for any effective purchase limitations. Although you may not purchase Class B and Class C shares of RiverSouce Cash Management Fund and [Seligman Cash Management Fund] directly, if you exchange into Class B or Class C shares of RiverSource Cash Management Fund and [Seligman Cash Management Fund] from another RiverSource fund, you will be subject to the rules governing CDSC set forth in this section. To minimize the amount of CDSC you may pay when you sell your shares, the fund assumes that shares acquired through reinvested dividends and capital gain distributions (which are not subject to CDSC) are sold first. Shares that have been in your account long enough so that they are not subject to a CDSC are sold next. After these shares are exhausted, shares will be sold in the order they were purchased (earliest to latest). 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 3%** 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. ** For shares purchased in a RiverSource fund prior to May 8, 2009, the CDSC percentage for the Third year is 4%. C.9 Although there is no front-end sales charge when you buy Class B shares, the distributor pays a sales commission of 4% to financial intermediaries 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. Class B shares purchased in a RiverSource fund prior to May 21, 2005 age on a calendar year basis. Purchases made beginning May 21, 2005 age on a daily basis. For example, a purchase made on Nov. 12, 2004 completed its first year on Dec. 31, 2004 under calendar year aging. However, a purchase made on Nov. 12, 2005 completed its first year on Nov. 11, 2006 under daily aging. Class B shares originally purchased in a RiverSource fund prior to May 21, 2005 will convert to Class A shares in the ninth calendar year of ownership. Class B shares originally purchased in a Seligman fund prior to May 8, 2009 will convert to Class A shares in the month prior to the ninth year of ownership. Class B shares purchased in a RiverSource fund beginning May 21, 2005 and Class B shares purchased in a Seligman fund beginning May 9, 2009 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 intermediaries that sell Class C shares. See "Buying and Selling Shares -- Distribution and Service Fees." A portion of this commission may, in turn, be paid to your financial advisor. The distributor receives any CDSC imposed when you sell your Class C shares. 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. - - that result from required minimum distributions taken from retirement accounts upon the shareholders attainment of age 70 1/2. - - selling under an approved substantially equal periodic payment arrangement. - - by certain other investors, including certain institutions as set forth in more detail in the SAI. The distributor may, in its sole discretion, authorize the waiver of the CDSC for additional classes of investors. Policies relating to waiving the CDSC may be modified or withdrawn at any time. 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. - - to which no sales commission or transaction fee was paid to an authorized financial intermediary at the time of purchase. - - that result from required minimum distributions taken from retirement accounts upon the shareholders attainment of age 70 1/2. - - initially purchased by an eligible employee benefit plan that are not connected with a plan level termination. - - by certain other investors, including certain institutions as set forth in more detail in the SAI. The distributor may, in its sole discretion, authorize the waiver of the CDSC for additional classes of investors. Policies relating to waiving the CDSC may be modified or withdrawn at any time. CLASS I, CLASS R2, CLASS R3, CLASS R4, CLASS R5 AND CLASS W -- NO SALES CHARGE. For each of Class I, Class R2, Class R3, Class R4, Class R5 and Class W there is no initial sales charge or CDSC. C.10 The fund's Board believes that no conflict of interest currently exists between the fund's classes of shares. On an ongoing basis, the Board, in the exercise of its fiduciary duties seeks to ensure that no such conflicts arise. 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 Number or Employer Identification Number. You may also be asked for other identifying documents or information. If you do not provide this information, the fund or the financial intermediary through which you are investing in the fund may not be able to open an account for you. If the fund or the financial intermediary 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 intermediary. You may establish and maintain your account with an authorized financial intermediary 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 established with 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. CLASS B SHARES OF RIVERSOURCE SHORT DURATION U.S. GOVERNMENT FUND ARE CLOSED TO NEW INVESTORS AND NEW PURCHASES. EXISTING SHAREHOLDERS IN THIS FUND MAY CONTINUE TO OWN CLASS B SHARES AND MAKE EXCHANGES INTO AND OUT OF EXISTING ACCOUNTS WHERE CLASS B SHARES OF THIS FUND ARE MAINTAINED. ACCOUNT ESTABLISHED WITH YOUR FINANCIAL INTERMEDIARY ALL REQUESTS The financial intermediary 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 intermediary through which you buy shares may establish an account with the fund. To establish an account in this fashion, complete a fund 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 seligman.com or may be requested by calling ________. 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 GROUP OF FUNDS [ ] EXPRESS MAIL RIVERSOURCE GROUP OF FUNDS [ ] 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 _________ 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 intermediary may charge additional fees for wire transactions. - -------------------------------------------------------------------------------- BY EXCHANGE Call _________ or send signed written instructions to the address above. - -------------------------------------------------------------------------------- C.11 MINIMUM INVESTMENT AND ACCOUNT BALANCE
FOR ALL FUNDS, CLASSES AND ACCOUNTS EXCEPT THOSE LISTED TO THE RIGHT (NONQUALIFIED) TAX QUALIFIED ACCOUNTS CLASS W - ---------------------------------------------------------------------------------------------------------------- INITIAL INVESTMENT $2,000 $1,000 $500 - ---------------------------------------------------------------------------------------------------------------- ADDITIONAL INVESTMENTS $100 $100 None - ---------------------------------------------------------------------------------------------------------------- ACCOUNT BALANCE* $300(a) None $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. (a)Money Market is $1,000 ------------------------------------------------------------------------------- MINIMUM INVESTMENT AND ACCOUNT BALANCE -- SCHEDULED INVESTMENT PLANS
FOR ALL FUNDS, CLASSES AND ACCOUNTS EXCEPT THOSE LISTED TO THE RIGHT (NONQUALIFIED) TAX QUALIFIED ACCOUNTS CLASS W - ---------------------------------------------------------------------------------------------------------------- INITIAL INVESTMENT $100(b) $100(a) $500 - ---------------------------------------------------------------------------------------------------------------- ADDITIONAL INVESTMENTS $100 $50 None - ---------------------------------------------------------------------------------------------------------------- ACCOUNT BALANCE** None(a) None $500
**If your fund account balance is below the minimum initial investment described above, you must make payments at least monthly. (a)Money Market is $1,000 (b)Money Market is $2,000 ------------------------------------------------------------------------------- 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 intermediary for information regarding wire or electronic funds transfer. IMPORTANT: Payments set by electronic fund transfers (ACH), a bank authorization or check that are not guaranteed may take up to 14 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. EXCHANGING OR SELLING SHARES You may exchange or sell shares by having your financial intermediary process your transaction. If you maintain your account directly with your financial intermediary, you must contact that financial intermediary 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 INTERMEDIARY ALL REQUESTS You can exchange or sell shares by having your financial intermediary process your transaction. The financial intermediary 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 GROUP OF FUNDS [ ] EXPRESS MAIL RIVERSOURCE GROUP OF FUNDS [ ] Include in your letter: - your name ------------------------------------------------------------------------------- C.12 WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES (CONTINUED) ACCOUNT ESTABLISHED WITH THE FUND (CONT.) BY MAIL (CONT.) - 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 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 intermediary 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 _________. 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 $150,000 per day. - -------------------------------------------------------------------------------- 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 _________ 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: by ACH: $100 by wire: $500 Your bank or financial intermediary may charge additional fees for wire transactions. - -------------------------------------------------------------------------------- C.13 WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES (CONTINUED) ACCOUNT ESTABLISHED WITH THE FUND (CONT.) BY SCHEDULED You may elect to receive regular periodic payments through an PAYOUT PLAN 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 fund in the RiverSource Group of Funds without a sales charge. Exchanges into RiverSource Tax-Exempt Money Market Fund may be made only from Class A shares. 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. You may be subject to a sales charge if you exchange from a money market fund into an equity or fixed income fund. IF YOU HOLD YOUR FUND SHARES IN AN ACCOUNT WITH AMERIPRISE FINANCIAL SERVICES, YOU MAY HAVE LIMITED EXCHANGEABILITY WITHIN THE RIVERSOURCE GROUP OF FUNDS. MARKET TIMING 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. FOR A FUND ORGANIZED AS A FUND-OF-FUND, ITS ASSETS CONSIST PRIMARILY OF SHARES OF THE UNDERLYING FUNDS IN WHICH IT INVESTS. THE UNDERLYING FUNDS MAY BE MORE SUSCEPTIBLE TO THE RISKS OF MARKET TIMING. FUNDS THAT INVEST DIRECTLY IN SECURITIES THAT TRADE INFREQUENTLY MAY BE VULNERABLE TO MARKET TIMERS WHO SEEK TO TAKE ADVANTAGE OF INEFFICIENCIES IN THE SECURITIES MARKETS. FUNDS AND THE UNDERLYING 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 OR UNDERLYING FUND HAS SIGNIFICANT HOLDINGS OF SMALL CAP STOCKS, FLOATING RATE LOANS, HIGH YIELD BONDS, TAX-EXEMPT SECURITIES 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 "PRICING AND VALUING OF FUND SHARES" FOR A DISCUSSION OF THE FUNDS' POLICY ON FAIR VALUE PRICING, WHICH IS INTENDED, IN PART, TO REDUCE THE FREQUENCY AND EFFECT OF MARKET TIMING. THE 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 intermediary 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 intermediaries 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 intermediary, for example, a retirement plan administrator or similar financial intermediary authorized to distribute the funds, if it determines the policy and procedures of such financial intermediaries 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 intermediary. 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. C.14 - - 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 intermediaries 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 share class being exchanged out of. - - 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 after the market closes. - - Shares of the purchased fund may not be used on the same day for another exchange or sale. - - New investments in RiverSource Tax-Exempt Money Market Fund, RiverSource Cash Management Fund and [Seligman Cash Management Fund] Class A shares may be exchanged for either Class A, Class B or Class C shares of any other publicly offered fund in the RiverSource Group of Funds. - - If you exchange shares from RiverSource Cash Management Fund [or Seligman Cash Management Fund] to another fund in the RiverSource Group of Funds, any further exchanges must be between shares of the same class. For example, you may not exchange from Class B shares of another RiverSource fund into Class A shares of RiverSource Cash Management Fund [or Seligman Cash Management Fund]. Exchange rules for RiverSource Cash Management Fund [and Seligman Cash Management Fund] are illustrated in the following tables. - - 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. - - If your shares are subject to a CDSC, you will not be charged a CDSC upon the exchange of those shares. Any CDSC will be deducted when you sell the shares you received from the exchange. The CDSC imposed at that time will be based on the period that begins when you bought shares of the original fund and ends when you sell the shares of the fund you exchanged to.
- ---------------------------------------------------------------------------------------------------------------- TO OTHER RIVERSOURCE FUNDS FROM RIVERSOURCE CASH MANAGEMENT FUND [OR SELIGMAN CASH MANAGEMENT FUND] CLASS A CLASS B CLASS C - ---------------------------------------------------------------------------------------------------------------- CLASS A Yes Yes Yes - ---------------------------------------------------------------------------------------------------------------- CLASS B No Yes No - ---------------------------------------------------------------------------------------------------------------- CLASS C No No Yes
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- ---------------------------------------------------------------------------------------------------------------- TO RIVERSOURCE CASH MANAGEMENT FUND [OR SELIGMAN CASH MANAGEMENT FUND] FROM OTHER RIVERSOURCE FUNDS CLASS A CLASS B CLASS C - ---------------------------------------------------------------------------------------------------------------- CLASS A Yes No No - ---------------------------------------------------------------------------------------------------------------- CLASS B No Yes No - ---------------------------------------------------------------------------------------------------------------- CLASS C No No Yes - ----------------------------------------------------------------------------------------------------------------
If your initial investment was in a money market fund and you exchange into an equity or fixed income fund, you will pay an initial sales charge if you exchange into Class A and be subject to a CDSC if you exchange into Class B or Class C. If your initial investment was in Class A shares of an equity or fixed income fund and you exchange shares into a money market fund, you may exchange that amount to another fund, including dividends earned on that amount, without paying a sales charge. 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. C.15 REPURCHASES. You can change your mind after requesting a sale of shares and use all or part of the sale proceeds to purchase new shares of a fund in the RiverSource Group of Funds. If your original purchase was in Class A or Class B, you may use all or part of the sale proceeds to purchase new Class A shares in any fund account linked together for ROA purposes. Your repurchase will be in Class A shares at NAV, up to the amount of the sale proceeds. For a Class A repurchase on shares that were originally charged a CDSC, the amount of the CDSC will be reinvested at the NAV on the date the repurchase is processed. Repurchases of Class B shares will also be in Class A shares at NAV. Any CDSC paid upon redemption of your Class B shares will not be reimbursed. If your original purchase was in Class C, you will be allowed to reinvest in the same Class C account and fund you originally purchased. In a Class C repurchase, the CDSC you paid will be reinvested and the shares will be deemed to have the original cost and purchase date for purposes of applying the CDSC (if any) to subsequent redemptions. Systematic withdrawals and purchases will be excluded from this policy. In order for you to take advantage of this repurchase waiver, you must notify your financial intermediary or the fund's transfer agent if your account is held at the fund within 90 days of the date your sale request was processed. Contact your financial intermediary 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. PRICING AND VALUING OF 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. 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. For a fund organized as a fund-of-fund, the assets will consist primarily of shares of the underlying funds, which are valued at their NAVs. Securities are valued primarily on the basis of market quotations and floating rate loans are valued primarily on the basis of indicative bids. Both market quotations and indicative bids 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 or indicative bids 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 or underlying 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 or underlying 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 or an underlying fund has significant holdings of small cap stocks, high yield bonds, floating rate loans, tax-exempt securities or foreign securities that may trade infrequently, fair valuation may be used more frequently than for other funds. The funds use an unaffiliated service provider to assist in determining fair values for foreign securities. Foreign investments are valued in U.S. dollars. Some of a fund's or an underlying 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 or underlying fund's shares may change on days when shareholders will not be able to purchase or sell the fund's or underlying fund's shares. For money markets -- The fund's investments are valued at amortized cost, which approximates market value, as explained in the SAI. Although the Fund cannot guarantee it will always be able to maintain a constant net asset value of $1 per share, it will use its best efforts to do so. 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. C.16 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. Because of the types of income earned by fixed income funds, it is unlikely the funds will distribute qualified dividend income. 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 intermediary through which you purchased shares may have different policies. Distributions are reinvested at the next calculated NAV after the distribution is paid. If you choose cash distributions, you will receive cash only for distributions declared after your request has been processed. TAXES If you buy shares shortly before the record date of a distribution, you may pay taxes on money earned by the fund before you were a shareholder. You will pay the full pre-distribution price for the shares, then receive a portion of your investment back as a distribution, which may be taxable. For tax purposes, an exchange is considered a sale and purchase, and may result in a gain or loss. A sale is a taxable transaction. 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 a tax gain, based on paying a sales charge, by exchanging shares before the 91st day after the day of purchase. If you buy Class A shares and exchange into another fund before the 91st 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. FOR TAXABLE FUNDS. 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. FOR TAX-EXEMPT FUNDS. Dividends distributed from interest earned on tax-exempt securities (exempt-interest dividends) are exempt from federal income taxes but may be subject to state and local taxes and potentially the alternative minimum tax. Dividends distributed from net capital gains, if any, and other income earned are not exempt from federal income taxes. Any taxable distributions are taxable in the year the fund declares them regardless of whether you take them in cash or reinvest them. C.17 Interest on certain private activity bonds is a preference item for purposes of the individual and corporate alternative minimum tax. To the extent the fund earns such income, it will flow through to its shareholders and may affect those shareholders who are subject to the alternative minimum tax. See the SAI for more information. For a fund organized as a fund-of-fund, because most of the fund's investments are shares of underlying funds, the tax treatment of the fund's gains, losses, and distributions may differ from the tax treatment that would apply if either the fund invested directly in the types of securities held by the underlying funds or the fund shareholders invested directly in the underlying funds. As a result, fund shareholders may recognize higher amounts of capital gain distributions or ordinary income dividends than they otherwise would. Because interest on municipal bonds and notes is tax-exempt for federal income tax purposes, any interest on money you borrow that is used directly or indirectly to purchase fund shares is not deductible on your federal income tax return. You should consult a tax advisor regarding its deductibility for state and local income tax purposes. IMPORTANT: This information is a brief and selective summary of some of the tax rules that apply to an investment in a fund. Because tax matters are highly individual and complex, you should consult a qualified tax advisor. GENERAL INFORMATION AVAILABILITY AND TRANSFERABILITY OF FUND SHARES Please consult with your financial intermediary to determine the availability of the funds. The funds may only be purchased or sold directly or through financial intermediaries authorized by the distributor to offer the funds. NOT ALL FINANCIAL INSTITUTIONS ARE AUTHORIZED TO SELL THE RIVERSOURCE GROUP OF FUNDS. If you set up an account at a financial intermediary that does not have, and is unable to obtain, a selling agreement with the distributor, you will not be able to transfer fund holdings to that account. In that event, you must either maintain your fund holdings with your current financial intermediary, find another financial intermediary 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 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." Distribution and Shareholder Services. RiverSource Distributors, Inc., 50611 Ameriprise Financial Center, Minneapolis, Minnesota 55474, and RiverSource Fund Distributors, Inc., 50606 Ameriprise Financial Center, Minneapolis, Minnesota 55474, (collectively, the distributor), provide underwriting and distribution services to the RiverSource funds. Under the Distribution Agreement and related distribution and shareholder servicing plans, the distributor receives distribution and shareholder servicing fees. The distributor may retain a portion of these fees to support its distribution and shareholder servicing activity. The distributor reallows the remainder of these fees (or the full fee) to the financial intermediaries that sell fund shares and provide services to shareholders. Fees paid by a fund for these services are set forth under "Distribution and/or service (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 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 funds. The 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 intermediaries 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. C.18 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. Fees paid by a fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses." PAYMENTS TO FINANCIAL INTERMEDIARIES 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 intermediaries, in connection with agreements between the distributor and financial intermediaries pursuant to which these financial intermediaries 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 intermediary may elevate the prominence or profile of the fund within the financial intermediary's organization, and may provide the distributor and its affiliates with preferred access to the financial intermediary's registered representatives or preferred access to the financial intermediary'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 intermediary's pecuniary interest and its duties to its customers, for example, if the financial intermediary receives higher payments from the sale of a certain fund than it receives from the sale of other funds, the financial intermediary 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 intermediary, 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 intermediary, and the access the distributor or other representatives of the fund may have within the financial intermediary for advertisement, training or education, including opportunities to present at or sponsor conferences for the registered representatives of the financial intermediary and its customers. These payments are usually calculated based on a percentage of fund assets owned through the financial intermediary and/or as a percentage of fund sales attributable to the financial intermediary. Certain financial intermediaries 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 intermediary charges its registered representatives for effecting transactions in the fund. The amount of payment varies by financial intermediary (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 fund may warrant a greater or lesser amount of payments than purchases of another fund. Additionally, sale and maintenance of shares on a stand alone basis may result in a greater or lesser amount of payments than 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 intermediaries 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 fund assets (from the RiverSource Group of Funds, 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. C.19 From time to time, to the extent permitted by SEC and FINRA rules and by other applicable laws and regulations, the distributor and its affiliates may make other reimbursements or payments to financial intermediaries 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 intermediaries and their representatives are subject. To the extent these are made as payments instead of reimbursement, they may provide profit to the financial intermediary to the extent the cost of such services was less than the actual expense of the service. The financial intermediary 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 intermediary may receive from the distributor or its affiliates related to your purchase or ownership of the fund, please contact your financial intermediary. The SAI contains additional detail regarding payments made by the distributor to financial intermediaries. 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 intermediaries 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 intermediaries for supporting shareholder account maintenance, sub-accounting, plan recordkeeping or other services provided directly by the financial intermediary 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 AFFILIATED PRODUCTS. RiverSource Investments serves as investment manager to all funds in the RiverSource Group of Funds that are structured to provide asset- allocation services to shareholders of those funds by investing in shares of other funds in the RiverSource Group of Funds (Funds of Funds) and to discretionary managed accounts that invest exclusively in funds in the RiverSource Group of Funds (collectively referred to as "affiliated products"). These affiliated products, individually or collectively, may own a significant percentage of the fund's outstanding shares. The fund may experience relatively large purchases or redemptions from the affiliated products. Although RiverSource Investments may seek to minimize the impact of these transactions, for example, by structuring them over a reasonable period of time or through other measures, the 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 the fund, a redemption by one or more affiliated products could cause the 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 reports to the Board on the steps it has taken to manage any potential conflicts. See the SAI for information on the percent of the fund owned by affiliated products. FUND-OF-FUNDS. RiverSource Investments seeks to balance potential conflicts between the fund and the underlying funds in which it invests. For example, the fund may seek to minimize the impact of its purchase and redemption of shares of the underlying funds, which may cause the underlying funds to incur transactions costs by implementing such transactions over a reasonable time frame. This delay may result in the fund paying more or less for shares of the underlying funds than if the transactions were executed in one transaction. In addition, because RiverSource Investments earns different fees from the underlying funds, in determining the allocation of the fund's assets among the underlying funds, RiverSource Investments may have an economic conflict of interest. RiverSource Investments reports to the fund's Board on the steps it has taken to manage any potential conflicts. CASH RESERVES. A fund may invest its daily cash balance in a money market fund selected by RiverSource Investments, including but not limited to 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 or any other money market fund selected by RiverSource Investments 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. C.20 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. C.21 EXHIBIT D SUMMARY OF INTEGRATION RELATED CHANGES At its Jan. 8, 2009 meeting, the Board approved certain changes to the Seligman Funds' share class structure, service provider arrangements and shareholder service policies, including: SHARE CLASS STRUCTURE. Approval of the re-designation of each Seligman Fund's Class R shares as Class R2 shares and Class I shares as Class R5 shares, as applicable, with a shareholder servicing and pricing structure consistent with Class R2 and Class R5 shares offered by other funds in the RiverSource Group of Funds, discussed below. INVESTMENT MANAGEMENT AND ADMINISTRATION. Approval of changes to each Seligman Fund that is a Buying Fund's (i) Administrative Services Agreement to add a fee schedule consistent with the fee schedules for other, comparable funds in the RiverSource Group of Funds, and (ii) Investment Management Services ("IMS") Agreement to reduce the fee by an amount at least equal to the amount of the increase in the fee under the Administrative Services Agreement. (IMS and Administration Agreements for Seligman Funds that are Selling Funds were not considered at this time.) TRANSFER AGENCY AND SHAREHOLDER SERVICING, AND PLAN ADMINISTRATION. Approval of a transition to RiverSource Service Corporation (RSC) as the Seligman Funds' transfer and shareholder servicing agent, including adoption of the fee structure paid by other funds in the RiverSource Group of Funds. The Seligman Funds previous transfer and shareholder servicing agent allocated 100% of its expense to the Seligman Funds that benefited from the services it provided. Under the new pricing structure, fees are either asset based (Class R2 and Class R5) or account based (Class A, Class B and Class C). See the Reorganization SAI for more information. For Class R2 shares, approval of this pricing structure included adoption of a Plan Administration Agreement, which includes an asset based fee. CUSTODY AND SECURITIES LENDING. Approval of a transition from State Street Bank & Trust, Co. to JPMorgan Bank, N.A. ("JPMorgan") as custodian, and approval of JPMorgan as securities lending agent. (The Seligman Funds did not previously have securities lending arrangements.) SHAREHOLDER SERVICE POLICIES. Approval of changes to certain shareholder service policies establishing a consistent shareholder experience across the combined RiverSource Group of Funds. Certain of these changes are described below (newly applicable shareholder service policies are set forth in Exhibit C): Class A at Net Asset Value. Adopt a uniform set of investor classes eligible for waiver of Class A share front-end sales load across RiverSource Group of Funds. Class A Front-End Sales Load and Breakpoint Structure. Adopt (i) a uniform breakpoint schedule for fixed-income and equity funds, increasing the first and second breakpoint from fixed-income and equity funds, respectively, from 4.5% to 4.75%, and (ii) a uniform dealer reallowance structure, paying out to financial intermediaries a maximum of 2.15% instead of 2.25% at the fourth breakpoint (no impact to shareholders). Class B Contingent Deferred Sales Charge Waivers. Adopt a uniform set of investor class waivers of CDSC on Class B shares across RiverSource Group of Funds. Class B Conversion to Class A. Adopt a uniform time horizon for conversion from Class B shares to Class A shares in the month after the eighth year of ownership. For Class B shares sold prior to the change, previous conversion rules apply. Class C Contingent Deferred Sale Charge Waivers. Adopt a uniform set of investor class waivers of CDSC on Class C shares across RiverSource Group of Funds. Class R (Re-designated Class R2) Contingent Deferred Sales Charge. Eliminate the CDSC on Class R (re-designated Class R2) shares. Repurchase Policy. Adopt repurchase policy of 90 days and require that, for Class B shares sold, repurchases will be put into Class A shares at net asset value. D.1 EXHIBIT E COMPARISON OF ORGANIZATIONAL DOCUMENTS This chart highlights material differences between the terms of the Articles of Incorporation and By-Laws of Seligman Common Stock Fund, Inc. and RiverSource Large Cap Series, Inc., of which each of RiverSource Large Cap Equity Fund and RiverSource Disciplined Equity Fund is a series.
- -------------------------------------------------------------------------------------------------- SELIGMAN COMMON STOCK FUND, INC. RIVERSOURCE LARGE CAP SERIES, INC. POLICY (MARYLAND CORPORATION) (MINNESOTA CORPORATION) - -------------------------------------------------------------------------------------------------- SHAREHOLDER Under the Maryland General Corporation Under Minnesota law, a shareholder's LIABILITY: Law ("MGCL"), a stockholder of a liability to the corporation or its corporation is not obligated to the creditors is limited to paying the corporation or its creditors with amount agreed to be paid for the shares respect to the stock, except to the which the shareholder holds or has extent that the subscription price or agreed to purchase. other agreed upon price for the stock has not been paid or liability is otherwise imposed under the MGCL. - -------------------------------------------------------------------------------------------------- SHAREHOLDER On each matter submitted to vote of the Shareholders have the power to vote (i) VOTING stockholders, each holder of a share of for the election of directors; (ii) on RIGHTS: any series or class issued by the most amendments to the corporation's corporation ("Common Stock") is articles of incorporation and on entitled to one vote for each share certain amendments to the corporation's standing held irrespective of the bylaws; (iii) on certain proposed series of Common Stock ("Series") and mergers and exchanges to which the all shares of all Series will vote as a corporation is a party; (iv) on the single class ("Single Class Voting"); proposed sale of all or substantially except, that (a) as to any matter all of the corporation's property and requiring a separate vote of any Series assets not in the usual and regular by the 1940 Act or would be required course of its business; and (v) on the under the MGCL, the requirements as to proposed dissolution of the a separate vote by that Series apply in corporation. lieu of Single Class Voting as described above; (b) in the event that Each shareholder of record entitled to the separate vote requirements referred vote at a shareholder meeting shall be to in (a) above apply with respect to entitled to one vote for each dollar of one or more Series, then, subject to net asset value (number of shares owned (c) below, the shares of all other times net asset value per share) of Series will vote as a single class; and stock standing in her or his name and (c) as to any matter which does not entitled to vote at such meeting, and affect the interest of a particular each fractional dollar amount shall be Series, only the holders of shares of entitled to a proportionate fractional the one or more affected Series will be vote. entitled to vote. Holders of shares of Common Stock of the corporation are not At all elections of directors, each be entitled to cumulative voting in the shareholder shall be entitled to as election of Directors or on any other many votes as shall equal the number of matter. dollars of net asset value of shares owned multiplied by the number of As to any matter with respect to which directors to be elected and may cast a separate vote of any class is all of such votes for a single director required by the 1940 Act or by MGCL or may distribute them among the number (including, without limitation, to be voted for, or any two or more of approval of any plan, agreement or them. other arrangement relating to expenses), such requirement as to a The standard form of certifying separate vote by the class applies in resolution creating rights and lieu of Single Class Voting, and, if preferences for series of capital stock permitted by the 1940 Act or any rules, provides that each share may be voted regulations or orders thereunder and by series (i) as required by the MGCL, all classes of a particular provisions of the 1940 Act, as amended Series vote together as a single class and all rules and regulations on any matter that has the same effect promulgated thereunder; (ii) when the on each class of that Series. As to any Board determines that a matter affects matter that does not affect the series in a materially different way; interest of a particular class, only or (iii) when the Board determines a the holders of shares of the affected matter affects only one or some of the class are entitled to vote. series. In addition, under Minnesota law, shareholders are entitled to vote as separate series or classes with respect to certain amendments to the corporation's articles of incorporation and on certain mergers and exchanges to which the corporation is a party. - -------------------------------------------------------------------------------------------------- SHAREHOLDER Regular stockholder meetings are not If a regular meeting of shareholders MEETINGS: required, unless stockholders are has not been held during the required to meet for the purposes of immediately preceding 15 months, a electing directors pursuant to the 1940 shareholder or shareholders holding Act. three percent or more of the voting power of all shares entitled to vote The chairman of the board, president, may demand a regular meeting of chief executive officer or Board of shareholders by written notice of Directors may call a special meeting of demand given to the chief executive the stockholders. officer or chief financial officer. Within 30 days after receipt of the The secretary of the Corporation will demand by one of those officers, the also call a special meeting of the Board of Directors must cause a regular stockholders on the written request of meeting of shareholders to be called stockholders entitled to cast not less and held on notice no later than 90 than a majority of all the votes days after receipt of the demand, all entitled to be cast at such meeting. at the expense of the Fund. In Any stockholder of record seeking to addition, a special meeting of have stockholders request a special shareholders may be called at any time meeting must send written notice to the by a shareholder or shareholders secretary (the "Record Date Request holding ten percent or more of the Notice") requesting the Board of voting power of all shares entitled to Directors to fix a record date to vote, except that a special meeting for determine the stockholders entitled to the purpose of considering any action request a special meeting (the "Request to directly or indirectly facilitate or Record Date"). The Record Date Request effect a business combination must be Notice must state the purpose of the called by 25% or more of the voting meeting and the matters proposed to be power of all shares entitled to vote. acted on it, signed by one or more stockholders of record as of the date of signature, bear the date of signature of each - --------------------------------------------------------------------------------------------------
E.1
- -------------------------------------------------------------------------------------------------- SELIGMAN COMMON STOCK FUND, INC. RIVERSOURCE LARGE CAP SERIES, INC. POLICY (MARYLAND CORPORATION) (MINNESOTA CORPORATION) - -------------------------------------------------------------------------------------------------- such stockholder (or their agent) and state all information that must be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date that may not precede and also not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which the Record Date Request Notice is received by the secretary. In order for any stockholder to request a special meeting, one or more written requests for a special meeting signed by stockholders of record (or their agents) as of the Request Record Date entitled to cast not less than a majority (the "Special Meeting Percentage") of all of the votes entitled to be cast at such meeting (the "Special Meeting Request") must be delivered to the secretary. Additionally, the Special Meeting Request (a) shall set forth the purpose of the meeting and the matters proposed to be acted on at it (which is limited to the lawful matters set forth in the Record Date Request Notice received by the secretary), (b) shall bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) shall set forth the name and address, as they appear in the Corporation's books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed) and the class, series and number of all shares of stock of the Corporation which are owned by each such stockholder, and the nominee holder for, and number of, shares owned by such stockholder beneficially but not of record, (d) shall be sent to the secretary by registered mail, return receipt requested, and (e) shall be received by the secretary within 60 days after the Request Record Date. Any stockholder requesting a special stock holder meeting may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary. The secretary will inform the requesting stockholders of the reasonably estimated cost of preparing and mailing the notice of meeting (including the Corporation's proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the aforementioned documents, the secretary receives payment of such reasonably estimated cost prior to the mailing of any notice of the meeting. Any stockholder requested meeting may not be more than 90 days after the record date for the meeting. - -------------------------------------------------------------------------------------------------- SHAREHOLDER The presence in person or by proxy of 10% of the shares entitled to vote. QUORUM: the holders of record of one-third of the shares of all Series and classes issued and outstanding and entitled to vote at a meeting constitute a quorum except as otherwise provided by law or the Articles of Incorporation. Where the holders of shares of any Series or class are entitled to a separate vote as a Series or class (a "Separate Class") or where the holders of shares of two or more (but not all) Series or classes are required to vote as a single Series or class (a "Combined Class"), the presence in person or by proxy of the holders of one-third of the shares of that Separate Class or Combined Class issued and outstanding and entitled to vote at the meeting constitutes a quorum for that vote. If a quorum not present or represented at the meeting, the holders of a majority of the shares present in person or by proxy and entitled to vote have the power to adjourn the meeting - --------------------------------------------------------------------------------------------------
E.2
- -------------------------------------------------------------------------------------------------- SELIGMAN COMMON STOCK FUND, INC. RIVERSOURCE LARGE CAP SERIES, INC. POLICY (MARYLAND CORPORATION) (MINNESOTA CORPORATION) - -------------------------------------------------------------------------------------------------- without notice other than announcement at the meeting, until a quorum is present. If, however, such quorum shall not be present at any meeting of the stockholders, the stockholders or the chairman of the meeting shall have the power to adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At any adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called. The absence from any meeting of stockholders of the number of shares in excess of one-third of the shares of all Series and classes, or of the affected Series, class or classes, as the case may be, which may be required by the laws of the State of Maryland, the 1940 Act or any other applicable law or the Articles of Incorporation, for action upon any given matter will not prevent action of such meeting upon any other matter or matters which may properly come before the meeting, if there shall be present thereat, in person or by proxy, holders of the number of shares required for action in respect of such other matter or matters. Notwithstanding any provision of law requiring any action to be taken or authorized by the holders of a greater proportion than a majority of the shares of all Series and classes or of the shares of a particular Series, class or classes, as the case may be, entitled to vote thereon, such action will be valid and effective if taken or authorized by the affirmative vote of the holders of a majority of the shares of all Series and classes or of such particular Series, Class or classes, as the case may be, outstanding and entitled to vote thereon. The stockholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. - -------------------------------------------------------------------------------------------------- SHAREHOLDER Under the MGCL, if authorized by the An action required or permitted to be CONSENT: charter of the corporation, the holders taken at a shareholder meeting may be of common stock entitled to vote taken by written action signed, or generally in the election of directors consented to by authorized electronic may take action or consent to any communication, by all of the action by delivering a consent in shareholders entitled to vote on that writing or by electronic transmission action. Such a written action is not of the stockholders entitled to cast effective if it is signed or consented not less than the minimum number of to by fewer than all the shareholders votes that would be necessary to entitled to vote on the action. authorize or take the action at a stockholders meeting. The corporation's charter does not authorize such action; therefore, any action required or permitted of stockholders must be taken at a meeting. - -------------------------------------------------------------------------------------------------- NOTICE TO In general, stockholders entitled to In general, shareholders who are SHAREHOLDERS vote at or notice of a stockholder entitled to vote at a shareholder OF RECORD meeting must be given written notice of meeting must be given notice of the DATE: at least ten days and not more than 90 meeting at least ten and not more than days before the meeting. Unless 60 days before the meeting. In certain otherwise required by statute, any cases, the notice of meeting must business may be conducted at the annual include specified information required meeting without being designated in the by Minnesota law. The Board of notice. No business may be transacted Directors can establish a record date at a special meeting of stockholders for determining the shareholders who except as specifically designated in are entitled to vote at a shareholder the notice. meeting. The record date cannot be more than 60 days before the date of the The Board of Directors may set a record meeting. date for the purpose of determining the stockholders entitled to notice of or to vote at a stockholder meeting. The record date cannot be more than 90 days or less than 10 days before the date of the meeting. Instead of fixing a record date, the Board of Directors may close the stock transfer books for not more than 20 days. If the stock transfer books are closed for this purpose, they must be closed for at least ten days before the date of the meeting. - -------------------------------------------------------------------------------------------------- SHAREHOLDER A stockholder may cast the votes by the At each shareholder meeting, the polls PROXIES: stockholder in person or by proxy may be opened and closed, the proxies executed by the stockholder or by the and ballots may be received and taken stockholder's duly authorized agent in in charge, and all questions touching any manner permitted or not prohibited the qualification of voters, the by law. The proxy or evidence of validity of proxies, and acceptances or authorization of the proxy must be rejections of votes may be decided by filed with the secretary of the two (2) inspectors of election. corporation before or at the meeting. Minnesota law provides that No proxy is valid more than eleven shareholders can submit proxies in months after its date unless otherwise writing or by telephonic transmission provided in the proxy. or authenticated electronic communication. It also provides that the Board of Directors can establish procedures whereby a record holder can certify in writing - --------------------------------------------------------------------------------------------------
E.3
- -------------------------------------------------------------------------------------------------- SELIGMAN COMMON STOCK FUND, INC. RIVERSOURCE LARGE CAP SERIES, INC. POLICY (MARYLAND CORPORATION) (MINNESOTA CORPORATION) - -------------------------------------------------------------------------------------------------- that another person is the beneficial owner of shares, and the beneficial owner then can vote the shares or appoint a proxy. - -------------------------------------------------------------------------------------------------- DIRECTORS' The corporation may amend the Articles The Board of Directors, acting without POWER TO of Incorporation if a majority of all shareholder approval, can amend the AMEND the shares outstanding shares entitled corporation's articles of incorporation ARTICLES OF to vote in favor of the amendment, or to (i) change the name of the INCORPORATI- consent in writing to such amendment. corporation; (ii) increase or decrease, ON: but not below the number of then- outstanding shares, the aggregate number of shares the corporation has authority to issue, including shares of any class or series; and (iii) amend or cancel a certificate fixing the rights and preferences of a class or series of shares, but only when no shares of that class or series are outstanding. In all other cases, the corporation's articles of incorporation only can be amended with the approval of the requisite shareholders. - -------------------------------------------------------------------------------------------------- TERMINATION Under the MGCL, a majority of the In order to dissolve a Minnesota OF entire board of directors of the corporation, the affirmative vote of a CORPORATION: corporation proposing to dissolve the majority of the voting power of all corporation shall (1) adopt a shares entitled to vote is required. In resolution which declares that order to discontinue an individual dissolution of the corporation is class or series of shares without advisable; and (2) direct that the dissolving the corporation, an proposed dissolution be submitted for amendment to the corporation's articles consideration at either an annual or a of incorporation would be required. In special meeting of the stockholders. order to adopt such an amendment, Under the MGCL, unless the shareholders would have to approve the corporation's charter provides a lesser amendment by the affirmative vote of proportion of votes, but in no case the greater of (i) a majority of the less than a majority of all votes voting power of the shares of that entitled to be cast on the proposal, class or series present and entitled to the proposed dissolution shall be vote or (ii) a majority of the voting approved by the stockholders of the power of the minimum number of shares corporation by the affirmative vote of of such class or series entitled to two-thirds of all the votes entitled to vote that would constitute a quorum for be cast on the matter. Each Seligman the transaction of business at the Buying Fund's charter provides that meeting (a "Minnesota Statutory Vote"). notwithstanding any provision of law The Board of Directors, acting without requiring any action to be taken or a shareholder vote, does not have the authorized by the holders of a greater power to dissolve the corporation or to proportion than a majority of the discontinue an individual class or shares of all series and classes or of series of shares. the shares of a particular series, class or classes, as the case may be, entitled to vote thereon, such action shall be valid and effective if taken or authorized by the affirmative vote of the holders of a majority of the shares of all series and classes or of such particular series, class or classes, as the case may be, outstanding and entitled to vote thereon. - -------------------------------------------------------------------------------------------------- MERGER OR Under the MGCL, unless the In most cases, any merger or exchange CONSOLIDATI- corporation's charter provides a lesser in which a Minnesota corporation is not ON OF proportion of votes, but in no case the continuing entity, and any sale of CORPORATION: less than a majority of all votes all or substantially all of the entitled to be cast on the proposal, corporation's property and assets not any consolidation, merger, share in the usual and regular course of its exchange, or transfer requires the business, requires the affirmative vote affirmative vote of two-thirds of all of a majority of the voting power of the votes entitled to be cast on the all shares entitled to vote. matter. Each Seligman Buying Fund's charter provides that notwithstanding Any sale of the assets belonging to an any provision of law requiring any individual series of shares of a action to be taken or authorized by the Minnesota corporation in exchange for holders of a greater proportion than a shares of another corporation or trust majority of the shares of all series or shares of another series of the and classes or of the shares of a corporation, while leaving other series particular series, class or classes, as of the corporation outstanding, would the case may be, entitled to vote require an amendment to the thereon, such action shall be valid and corporation's articles of effective if taken or authorized by the incorporation. In order to adopt such affirmative vote of the holders of a an amendment, shareholders of that majority of the shares of all series series would have to approve the and classes or of such particular amendment by a Minnesota Statutory series, class or classes, as the case Majority. may be, outstanding and entitled to vote thereon. A stockholder who has not received payment for his stock in connection with a merger, consolidation, share exchange or transfer may petition a court of equity in the county where the principal office of the corporation is located or where the resident agent of the successor is located, for an appraisal to determine the fair value of the stock. - -------------------------------------------------------------------------------------------------- REMOVAL OF Under the MGCL, stockholders of the Under Minnesota law, the Board of DIRECTORS: corporation may remove any director, Directors can remove a director by a with or without cause, by the majority vote of the remaining affirmative vote of a majority of all directors, but only if the director was the votes entitled to be cast generally appointed by the Board of Directors to for the election of directors. fill a vacancy and has not subsequently been elected by shareholders. In all other cases, a director can only be removed by shareholder vote. In general, such removal requires the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote at an election of directors. However, where a corporation has cumulative voting (as do the Funds), unless the entire Board is removed simultaneously, a director is not removed from the Board if there are cast against removal of the director the votes of a - --------------------------------------------------------------------------------------------------
E.4
- -------------------------------------------------------------------------------------------------- SELIGMAN COMMON STOCK FUND, INC. RIVERSOURCE LARGE CAP SERIES, INC. POLICY (MARYLAND CORPORATION) (MINNESOTA CORPORATION) - -------------------------------------------------------------------------------------------------- proportion of the voting power sufficient to elect the director at an election of the entire board under cumulative voting. - -------------------------------------------------------------------------------------------------- DIRECTOR The Board of Directors may appoint from The Corporation's bylaws provide that COMMITTEES: among its members an Executive the Board may, by resolution passed by Committee, an Audit Committee, a Board a majority of the whole Board, Operations Committee, a Nominating designate an Executive Committee of two Committee and other committees, or more directors, which may meet at composed of one or more directors. Any stated times or on notice to all by any director may give notice to the Board of their number during intervals of Directors at any time of his or her between meetings of the Board. The resignation from any committee on which Executive Committee shall advise with he or she serves. and aid the officers of the Fund in all matters concerning its interests and The Board of Directors may delegate to the management of its business, and committees appointed pursuant to the generally perform such duties and Articles of Incorporation any of the exercise such powers as may be powers of the Board of Directors, delegated to it from time to time by except as prohibited by law. the Board of Directors. Any action required or permitted to be The Board of Directors also may, by taken at any meeting of a committee of resolution passed by a majority of the the Board of Directors may be taken whole Board, appoint any other without a meeting, if a consent to such committee or committees for any purpose action in writing or by electronic or purposes, which committee or transmission is given by each member of committees shall have such powers as the committee and filed with the shall be specified in the resolution of minutes of proceedings of such appointment. The quorum for such committee. committee established by the Board of Directors is two members regardless of Subject to the previous sections, the the number of members serving on the Board of Directors has the power at any committee. Under Minnesota law, the time to change the membership of any members of such other committees do not committee, to fill all vacancies, to need to be directors. designate alternate members to replace any absent or disqualified member or to dissolve any such committee. Subject to the power of the Board of Directors, the members of a committee have the power to fill any vacancies on such committee. - -------------------------------------------------------------------------------------------------- DIRECTOR The Fund's Articles of Incorporation The Corporation's articles of LIABILITY: provide that a director or officer of incorporation provide that, to the full the corporation will not be liable to extent permitted by the laws of the the corporation or its stockholders for State of Minnesota, as now existing or monetary damages for breach of hereafter amended, no director of the fiduciary duty as a director or Fund shall be liable to the Fund or to officer, except to the extent such its shareholders for monetary damages exemption from liability or limitation for breach of fiduciary duty as a thereof is not permitted by law director but such limit on liability (including the 1940 Act). shall be permitted only to the extent allowable under the provisions of the Under the MGCL, the foregoing provision Investment Company Act of 1940. Under is not effective to eliminate a Minnesota law, the foregoing provision director's personal liability to the is not effective to eliminate a Funds or its shareholders for, among director's personal liability to the other things, any act or omission of Funds or its shareholders for, among the director that was material to the other things, (i) any breach of the matter giving rise to a threatened, director's duty of loyalty to the pending or completed action, suit or corporation or its shareholders; (ii) proceeding, whether civil, criminal, acts or omissions not in good faith or administrative, or investigative that involve intentional misconduct or ("Proceeding"), and (1) was committed knowing violation of law; or (iii) any in bad faith; or (2) was the result of transaction from which the director active and deliberate dishonesty; or derived an improper personal benefit. (ii) the director actually received an improper personal benefit in money, property, or services; or (iii) in the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful. Under the MGCL, the charter of a Maryland corporation may include any provision expanding or limiting the liability of its directors to the corporation or its stockholders for money damages, but may not include any provision that restricts or limits the liability of its directors to the corporation or its stockholders: (A) to the extent that it is proved that the person actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. - -------------------------------------------------------------------------------------------------- DIRECTOR The corporation will indemnify to the Under Minnesota law, a corporation is INDEMNIFICA- fullest extent permitted by law any required to indemnify and advance TION: person made or threatened to be made a expenses to present and former party to any action, suit or directors against judgments, penalties, proceeding, whether criminal, civil, fines, settlements and reasonable administrative or investigative, by expenses, including attorneys' fees and reason of the fact that such person is disbursements, if they are made parties or was a director, officer or employee to a legal proceeding by virtue of of the corporation or serves or served their position as directors. However, at the request of the corporation any indemnification and advances are not other enterprise as a director, officer required or permitted if a director or employee. To the fullest extent engaged in specified disabling conduct. permitted by law, - --------------------------------------------------------------------------------------------------
E.5
- -------------------------------------------------------------------------------------------------- SELIGMAN COMMON STOCK FUND, INC. RIVERSOURCE LARGE CAP SERIES, INC. POLICY (MARYLAND CORPORATION) (MINNESOTA CORPORATION) - -------------------------------------------------------------------------------------------------- expenses incurred by any such person in defending any such action, suit or The Corporation's articles of proceeding will be paid or reimbursed incorporation and bylaws provide that by the corporation promptly, provided each person made or threatened to be that such person agrees to repay such made a party to or is involved expenses if it is ultimately determined (including, without limitation, as a that such person is not entitled to be witness) in any actual or threatened indemnified by the corporation. The action, suit or proceeding whether Articles of Incorporation may not be civil, criminal, administrative, amended to adversely affect this arbitration, or investigative, protection. These provisions do not including a proceeding by or in the waive compliance with the Securities right of the Fund by reason of the Act of 1933 or the 1940 Act or other former or present capacity as a valid rule, regulation or order of the director or officer of the Fund or who, SEC. while a director or officer of the Fund, is or was serving at the request Under the MGCL, a corporation may of the Fund or whose duties as a indemnify a director made a party to director or officer involve or involved any Proceeding by reason of service in service as a director, officer, that capacity unless found liable under partner, trustee or agent of another provisions (1) and (2) under "Director/ organization or employee benefit plan, Trustee Liability". Indemnification whether the basis of any proceeding is may be against judgments, penalties, alleged action in an official capacity fines, settlements, and reasonable or in any capacity while serving as a expenses actually incurred by the director, officer, partner, trustee or director in connection with the agent, shall be indemnified and held proceeding. However, if the proceeding harmless by the Fund to the full extent was one by or in the right of the authorized by the Minnesota Business corporation, indemnification may not be Corporation Act, as the same or may made in respect of any proceeding in hereafter be amended (but, in the case which the director shall have been of any such amendment, only to the adjudged to be liable to the extent that such amendment permits the corporation. Fund to provide broader indemnification rights than the law permitted the Fund The Corporation's By-Laws provide to to provide prior to such amendment), or the maximum extent permitted by by any other applicable law as then in Maryland law, as in effect from time to effect, against judgments, penalties, time, the Corporation shall indemnify fines including, without limitation, and, without requiring a preliminary excise taxes assessed against the determination of the ultimate person with respect to an employee entitlement to indemnification, shall benefit plan, settlements and pay or reimburse reasonable expenses in reasonable expenses, including advance of final disposition of a attorneys' fees and disbursements, proceeding to (a) any individual who is incurred in connection therewith and a present or former director or officer such indemnification shall continue as of the Corporation and who is made, or to any person who has ceased to be a threatened to be made, a party to the director or officer and shall inure to proceeding by reason of his or her the benefit of the person's heirs, service in any such capacity or (b) any executors and administrators provided, individual who, while a director or however, in an action brought against officer of the Corporation and at the the Fund to enforce rights to request of the Corporation, serves or indemnification, the director or has served as a director, officer, officer shall be indemnified only if partner or trustee of another the action was authorized by the Board corporation, or a real estate of Directors of the Fund. The right to investment trust, partnership, joint indemnification conferred by this venture, trust, employee benefit plan Section shall be a contract right and or other enterprise and who is made, or shall include the right to be paid by threatened to be made, a party to the the Fund in advance of the final proceeding by reason of his or her disposition of a proceeding for service in any such capacity. The expenses incurred in connection Corporation may, with the approval of therewith provided, however, such its Board of Directors or any duly payment of expenses shall be made only authorized committee thereof, provide upon receipt of a written undertaking such indemnification and advance for by the director or officer to repay all expenses to a person who served a amounts so paid if it is ultimately predecessor of the Corporation in any determined that the director or officer of the capacities described in (a) or is not entitled to indemnification. (b) above and to any employee or agent of the Corporation or a predecessor of Each person who upon written request to the Corporation. The termination of the Fund has not received payment any claim, action, suit or other within thirty days may at any time proceeding involving any person, by thereafter bring suit against the Fund judgment, settlement (whether with or to recover any unpaid amount and, to without court approval) or conviction the extent successful, in whole or in or upon a plea of guilty or nolo part, shall be entitled to be paid the contendere, or its equivalent, shall expenses of prosecuting such suit. Each not create a presumption that such person shall be presumed to be entitled person did not meet the standards of to indemnification upon filing a conduct required for indemnification or written request for payment and the payment of expenses to be required or Fund shall have the burden of proof to permitted under Maryland law, the By- overcome the presumption that the laws or the charter of the Corporation. director or officer is not so entitled. Any indemnification or advance of Neither the determination by the Fund, expenses made pursuant to the By-laws whether by the Board of Directors, shall be subject to applicable special legal counsel or by requirements of the 1940 Act. The shareholder, nor the failure of the indemnification and payment of expenses Fund to have made any determination provided in the Bylaws shall not be shall be a defense or create the deemed exclusive of or limit in any way presumption that the director or other rights to which any person officer is not entitled to seeking indemnification or payment of indemnification. expenses may be or may become entitled under any bylaw, regulation, insurance, The right to indemnification and to the agreement or otherwise. payment of expenses prior to any final determination shall not be exclusive of any other right which any person may have or hereinafter acquire under any statute, provision of the Articles of Incorporation, by-law, agreement, vote of shareholders or otherwise and notwithstanding any provisions in these bylaws, the Fund is not obligated to make any payment with respect to any claim for which payment is required to be made to or on behalf of the director or officer under any insurance policy, except with respect to any excess beyond the amount of required payment under such insurance and no indemnification will be made in violation of the provisions of the Investment Company Act of 1940. - -------------------------------------------------------------------------------------------------- DIVIDENDS: The Board of Directors may declare and The Corporation's articles of pay dividends and distributions from incorporation provide that the income and capital gains, accrued or directors may declare and pay dividends unrealized, from the assets belonging in their discretion at any time and to a Series, at such times and in such from time to time to the extent and manner as they may determine in their from such sources as permitted by the discretion. laws of the State of Minnesota. Under Minnesota law, the Board of - --------------------------------------------------------------------------------------------------
E.6
- -------------------------------------------------------------------------------------------------- SELIGMAN COMMON STOCK FUND, INC. RIVERSOURCE LARGE CAP SERIES, INC. POLICY (MARYLAND CORPORATION) (MINNESOTA CORPORATION) - -------------------------------------------------------------------------------------------------- Dividends and distributions on shares Directors can authorize a dividend if of a particular Series may be paid to it determines that the corporation will the holders of shares of the Series at be able to pay its debts in the such times, in such manner and from ordinary course of business after such of the income and capital gains, paying the dividend. accrued or realized, from the assets belonging to that Series, after providing for actual and accrued liabilities belonging to that Series, as the Board of Directors may determine. Dividends and other distributions upon the stock of the corporation may be authorized by the Board of Directors, subject to the provisions of law and the charter of the corporation. Dividends and other distributions may be paid in cash, property or stock of the corporation, subject to the provisions of law and the charter. - -------------------------------------------------------------------------------------------------- CAPITALIZAT- The Board of Directors has the power The Corporation's articles of ION: and authority to increase or decrease incorporation authorize the issuance of the number of shares of stock, series up to 10,000,000,000 shares of stock or class of stock, that the corporation with a par value of $0.01 per share. has the authority to issue. The Board of Directors can authorize the issuance of shares in such classes With respect to Seligman Common Stock or series with such designations, Fund, Inc., the total number of shares preferences and relative, of capital stock which the corporation participating, optional or other has authority to issue is 500,000,000 special rights, or qualifications, shares (par value of $.50 per share), limitations or restrictions thereof, as amounting to an aggregate par value of are stated in the Board resolution $250,000,000. establishing the class or series. The Board of Directors can, without shareholder approval, increase or decrease the total number of authorized shares, or the authorized shares of a class or series, in the manner and to the extent set forth under "Director Power to Amend Articles of Incorporation/Trustee Power to Amend Declaration of Trust" below. - -------------------------------------------------------------------------------------------------- NUMBER OF The number of directors will never be The Corporation's articles of DIRECTORS; less than the greater of three and the incorporation require there to be at VACANCIES: minimum number required by the MGCL, least two and not more than 15 nor more than 20, and the tenure of a directors, as determined from time to directorship will not be affected by time by the Board of Directors. If any decrease in the number of there is a vacancy on the Board by directors. reason of death, resignation or otherwise, the vacancy can be filled Any vacancy occurring in the Board of for the unexpired term by a majority Directors for any cause other than by vote of the remaining directors, even reason of an increase in the number of if the remaining number of directors is directors may be filled by a majority less than a quorum. of the remaining members of the Board of Directors, even if such majority is less than a quorum. Any vacancy occurring by reason of an increase in the number of directors may be filled by a majority of the entire Board of Directors then in office. A director elected by the Board of Directors to fill a vacancy will be elected to hold office until the next annual meeting of stockholders and until his or her successor is elected and qualifies. - -------------------------------------------------------------------------------------------------- INDEPENDENT The Articles of Incorporation and By- The Corporation's By-Laws require the CHAIR OF THE Laws do not require an independent Board of Directors to elect one BOARD: chair of the Board of Directors. independent member to serve as Chair of the Board, whose duties shall include serving as the lead independent director. - -------------------------------------------------------------------------------------------------- INSPECTION A stockholder with the right, under Minnesota law requires the Corporation OF BOOKS AND applicable law, to inspect the (each Fund) to keep (i) a share RECORDS: corporation's books of account, stock register containing the names and ledger, or other specified documents of addresses of its shareholders and the the corporation has no right to make an number and classes of shares held by inspection if the Board of Directors each; (ii) records of all proceedings determines that the stockholder has an of shareholders for the last three improper purpose for requesting the years; (iii) records of all proceedings inspection. of the Board of Directors for the last three years; (iv) its articles of The books of the corporation may be incorporation and bylaws, as amended; kept (subject to any provisions (v) certain financial statements which contained in applicable statutes) Minnesota law requires the Corporation outside the State of Maryland at any (each Fund) to prepare; (vi) all place designated by the Board of reports to shareholders generally Directors or in the By-Laws of the within the last three years; and (vii) corporation a statement of the names and usual business addresses of its directors and principal officers. The Funds' shareholders and beneficial owners have the right, upon written demand stating the purpose, at any reasonable time to examine and copy those records which are reasonably related to the stated purpose, provided that the stated purpose is reasonably related to the person's interest as a shareholder or beneficial owner. - --------------------------------------------------------------------------------------------------
E.7 PROXY RIVERSOURCE FUNDS PROXY SELIGMAN FUNDS NOTICE OF A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 2, 2009 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD(S) OF DIRECTORS/TRUSTEES OF THE FUND(S) LISTED BELOW. The undersigned hereby constitutes and appoints Stephen R. Lewis, Jr., Scott R. Plummer and Christopher O. Petersen, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all shares of the Fund(s) listed below held of record by the undersigned on April 3, 2009 at the Joint Special Meeting of Shareholders to be held on June 2, 2009 (the Meeting), and at any adjournment thereof. The undersigned hereby revokes any previous proxies with respect to such shares of the undersigned. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S), AND, IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF, INCLUDING, BUT NOT LIMITED TO, PROPOSING AND/OR VOTING ON ADJOURNMENT OF THE MEETING WITH RESPECT TO THE PROPOSAL(S), INCLUDING, BUT NOT LIMITED TO, IN THE EVENT THAT SUFFICIENT VOTES IN FAVOR OF ANY PROPOSAL ARE NOT RECEIVED. IF THIS PROXY CARD IS SIGNED, DATED AND RETURNED WITH NO VOTING INSTRUCTION AS TO THE PROPOSAL(S) ON WHICH SHARES REPRESENTED BY THE UNDERSIGNED ARE ENTITLED TO VOTE, SUCH SHARES SHALL BE VOTED FOR THE PROPOSAL(S). VOTE VIA TELEPHONE: 1-866-241-6192 VOTE VIA THE INTERNET: WWW.PROXY-DIRECT.COM 999 9999 9999 999 ----------------------- NOTE: Please sign exactly as your name appears on this Proxy Card and date it. If signing for estates, trusts or corporations, title or capacity should be stated. If shares are held jointly, each holder must sign. ------------------------------------------- Signature ------------------------------------------- Additional Signature (if held jointly) ------------------------------------------- Date RSF_19830_021109 FUND FUND - ---- ----- RiverSource Large Cap Equity Fund Seligman Common Stock Fund, Inc. VOTING OPTIONS READ YOUR PROXY STATEMENT AND HAVE IT AT HAND WHEN VOTING. (GRAPHIC) (GRAPHIC) (GRAPHIC) (GRAPHIC) VOTE ON THE INTERNET VOTE BY PHONE VOTE BY MAIL VOTE IN PERSON LOG ON TO: CALL 1-866-241-6192 VOTE, SIGN AND DATE THIS PROXY ATTEND SHAREHOLDER MEETING WWW.PROXY-DIRECT.COM FOLLOW THE RECORDED CARD AND RETURN IN THE MARQUETTE HOTEL FOLLOW THE ON-SCREEN INSTRUCTIONS INSTRUCTIONS POSTAGE-PAID ENVELOPE 710 MARQUETTE AVE AVAILABLE 24 HOURS AVAILABLE 24 HOURS MINNEAPOLIS, MN 55402 ON JUNE 2, 2009
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW. THIS PROXY CARD CONTAINS PROPOSALS RELATING TO MULTIPLE FUNDS. IF YOU DO NOT OWN SHARES OF A FUND, "NOT APPLICABLE" IS NOTED UNDER THAT PROPOSAL. YOU ARE ONLY PERMITTED TO VOTE ON PROPOSALS OF FUND(S) FOR WHICH YOU OWN SHARES. IF YOU DO NOT INDICATE YOUR VOTING INSTRUCTION FOR THE PROPOSALS THAT YOU ARE ENTITLED TO VOTE, YOUR PROXY WILL BE VOTED FOR EACH SUCH PROPOSAL THAT YOU ARE ENTITLED TO VOTE. PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [X] [ ] Mark this box to vote FOR ALL Proposals of fund(s) for which you own shares. (No other vote is necessary.) 1A. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN RIVERSOURCE LARGE CAP EQUITY FUND AND RIVERSOURCE DISCIPLINED EQUITY FUND. FOR AGAINST ABSTAIN RiverSource Large Cap Equity Fund [ ] [ ] [ ] 1B. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN SELIGMAN COMMON STOCK FUND, INC. AND RIVERSOURCE DISCIPLINED EQUITY FUND. FOR AGAINST ABSTAIN Seligman Common Stock Fund, Inc. [ ] [ ] [ ] IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR BOTH RIVERSOURCE AND SELIGMAN FUNDS SHAREHOLDER MEETING TO BE HELD ON JUNE 2, 2009. THE PROXY STATEMENT FOR THIS MEETING IS AVAILABLE AT HTTPS://WWW.PROXY-DIRECT.COM/RFS19830 EVERY VOTE IS IMPORTANT! PLEASE VOTE TODAY USING ONE OF THE FOUR AVAILABLE OPTIONS! RSF_19830_021109 RIVERSOURCE LARGE CAP EQUITY FUND SELIGMAN COMMON STOCK FUND, INC. (COMBINED PROXY STATEMENT/PROSPECTUS) April 4, 2009 HERE IS A BRIEF OVERVIEW OF THE CHANGES BEING RECOMMENDED FOR YOUR FUND. WE ENCOURAGE YOU TO READ THE FULL TEXT OF THE ENCLOSED COMBINED PROXY STATEMENT/PROSPECTUS. Q: WHY AM I BEING ASKED TO VOTE? Mutual funds are required to get shareholders' approval for certain kinds of changes, like the reorganizations proposed in this combined proxy statement/prospectus. Q: IS MY VOTE IMPORTANT? Absolutely! While the Board of Directors (the "Board") of each Fund listed above has reviewed these reorganizations and recommends that you approve them, you have the right to voice your opinion. Until a Fund is sure that a quorum has been reached, it will continue to contact shareholders asking them to vote. Q: WHAT AM I BEING ASKED TO VOTE ON? Shareholders are being asked to vote on: - - The reorganization (a "Reorganization") of RiverSource Large Cap Equity Fund or Seligman Common Stock Fund, Inc. (each a "Selling Fund" and together, the "Selling Funds"), as applicable, into RiverSource Disciplined Equity Fund (the "Buying Fund") as noted in the table below:
- ---------------------------------------------------------------------------------------------- SELLING FUND BUYING FUND - ---------------------------------------------------------------------------------------------- RiverSource Large Cap Equity Fund - ---------------------------------------------- RiverSource Disciplined Equity Fund Seligman Common Stock Fund, Inc. - ----------------------------------------------------------------------------------------------
If the Reorganization of your Selling Fund is approved by shareholders and the other closing conditions are met, your shares of the Selling Fund will, in effect, be converted into shares of the Buying Fund with the same aggregate net asset value as your Selling Fund shares at the time of the Reorganization. (Selling Funds and the Buying Funds may be individually or collectively referred to as a "Fund" or the "Funds".) We encourage you to read the full text of the combined proxy statement/prospectus to obtain a more detailed understanding of the issues. Q: WHY ARE THE REORGANIZATIONS BEING PROPOSED? RiverSource Investments, LLC ("RiverSource Investments" or the "investment manager"), a wholly-owned subsidiary of Ameriprise Financial, Inc. and the investment manager of the Funds, recently purchased all of the outstanding capital stock of J. & W. Seligman & Co. Incorporated ("Seligman"), the former investment manager of the Seligman Funds, and became the investment manager of the Seligman Funds. In connection with the purchase of Seligman, the RiverSource Group of Funds now includes funds branded "Seligman" in addition to funds branded "RiverSource." RiverSource Investments has proposed that certain Seligman Funds and RiverSource Funds be reorganized into certain other Seligman Funds or RiverSource Funds. The Reorganization of each Selling Fund into the Buying Fund would result in a larger combined fund with similar investment objectives, principal investment strategies and fundamental investment policies, which will allow for more focused distribution, potentially increasing sales of and economies of scale in the combined fund. Additionally, following the Reorganization, expenses of the larger combined fund are expected to be lower than the expenses would have been for Seligman Common Stock Fund, Inc. and for RiverSource Large Cap Equity Fund. Q: IF APPROVED, WHEN WILL THE REORGANIZATIONS HAPPEN? The Reorganizations will take place as soon as practicable following shareholder approval, and are expected to close before the end of the third quarter of 2009. Q: HOW DOES THE BOARD RECOMMEND THAT I VOTE? After careful consideration, the Board of each Selling Fund recommends that you vote FOR the Reorganization of your Selling Fund. Q: HOW DO I VOTE? You can vote in one of four ways: - - By telephone - - By internet - - By mail with the enclosed proxy card - - In person at the meeting Please refer to the enclosed proxy card for the telephone number and internet address. Q: WHOM SHOULD I CALL IF I HAVE QUESTIONS? If you have questions about any of the proposals described in the combined proxy statement/prospectus or about voting procedures, please call the Funds' proxy solicitor, Computershare Fund Services, toll free at (866) 438-8932. STATEMENT OF ADDITIONAL INFORMATION RIVERSOURCE LARGE CAP SERIES, INC. RiverSource Disciplined Equity Fund APRIL 4, 2009 This Statement of Additional Information (the "SAI") is not a prospectus. It should be read in conjunction with the proxy statement/prospectus, dated the same date as this SAI, which may be obtained by contacting your Fund's proxy solicitor, Computershare Fund Services, toll free at (866) 438-8932. This SAI relates to the proposed reorganizations (each a "Reorganization") of RiverSource Large Cap Equity Fund or Seligman Common Stock Fund, Inc. (each a "Selling Fund" and together, the "Selling Funds") into RiverSource Disciplined Equity Fund (the "Buying Fund"), as noted in the table below:
SELLING FUND BUYING FUND - ---------------------------------------------------------------------------------------------- RiverSource Large Cap Equity Fund RiverSource Disciplined Equity Fund Seligman Common Stock Fund, Inc. ("Seligman Common Stock Fund")
This SAI incorporates by reference the following described Buying and Selling Fund documents, each of which has been previously filed and accompanies this SAI. 1. The Report of the Independent Registered Public Accounting Firm and the audited financial statements included in the Annual Report to Shareholders of RiverSource Disciplined Equity Fund, for the period ended July 31, 2008, and the unaudited financial statements included in the Semiannual Report to Shareholders of RiverSource Disciplined Equity Fund, for the period ended Jan. 31, 2009; 2. The Report of the Independent Registered Public Accounting Firm and the audited financial statements included in the Annual Report to Shareholders of RiverSource Large Cap Equity Fund, for the period ended July 31, 2008, and the unaudited financial statements included in the Semiannual Report to Shareholders of RiverSource Large Cap Equity Fund, for the period ended Jan. 31, 2009; 3. The Report of the Independent Registered Public Accounting Firm and the audited financial statements included in the Annual Report to Shareholders of Seligman Common Stock Fund, Inc., for the period ended Dec. 31, 2008; and 4. The most recent Statement of Additional Information for RiverSource Disciplined Equity Fund, dated April 1, 2009. TABLE OF CONTENTS RIVERSOURCE DISCIPLINED EQUITY FUND PRO FORMA FINANCIALS Introduction to Proposed Fund Reorganization.................................. 3 Pro Forma Combining Statement of Assets and Liabilities....................... 4 Pro Forma Combining Statement of Operations................................... 5 Notes to Pro Forma Financial Statements....................................... 6 Combined Portfolio of Investments............................................. 8
2 RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND) RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND) SELIGMAN COMMON STOCK FUND (SELLING FUND) INTRODUCTION TO PROPOSED FUND REORGANIZATION Jan. 31, 2009 The accompanying unaudited pro forma combining statement of assets and liabilities and the statement of operations reflect the accounts of the three funds at and for the 12-month period ending Jan. 31, 2009. These statements have been derived from financial statements prepared for RiverSource Disciplined Equity Fund, RiverSource Large Cap Equity Fund and Seligman Common Stock Fund as of Jan. 31, 2009. RiverSource Disciplined Equity Fund invests primarily in equity securities of companies listed on U.S. exchanges with market capitalizations greater than $5 billion at the time of purchase. RiverSource Large Cap Equity Fund invests primarily in equity securities of companies with a market capitalization greater than $5 billion at the time of purchase, which includes income-producing equity securities, such as dividend paying stocks, convertible securities and preferred stocks. Seligman Common Stock Fund invests primarily in common stocks of larger U.S. companies with market capitalizations over $3 billion at the time of purchase that are broadly diversified among a number of industries. Under the proposed Agreement and Plan of Reorganization, share classes of RiverSource Large Cap Equity Fund and Seligman Common Stock Fund would be exchanged for share classes of RiverSource Disciplined Equity Fund.
SELLING FUNDS BUYING FUND - -------------------------------------------------------------------------------------------------------- RiverSource Large Cap Equity Fund Class A RiverSource Disciplined Equity Fund Class A - -------------------------------------------------------------------------------------------------------- Seligman Common Stock Fund Class A RiverSource Disciplined Equity Fund Class A - -------------------------------------------------------------------------------------------------------- RiverSource Large Cap Equity Fund Class B RiverSource Disciplined Equity Fund Class B - -------------------------------------------------------------------------------------------------------- Seligman Common Stock Fund Class B RiverSource Disciplined Equity Fund Class B - -------------------------------------------------------------------------------------------------------- RiverSource Large Cap Equity Fund Class C RiverSource Disciplined Equity Fund Class C - -------------------------------------------------------------------------------------------------------- Seligman Common Stock Fund Class C RiverSource Disciplined Equity Fund Class C - -------------------------------------------------------------------------------------------------------- RiverSource Large Cap Equity Fund Class I RiverSource Disciplined Equity Fund Class I - -------------------------------------------------------------------------------------------------------- RiverSource Large Cap Equity Fund Class R2 RiverSource Disciplined Equity Fund Class R2 - -------------------------------------------------------------------------------------------------------- Seligman Common Stock Fund Class R* RiverSource Disciplined Equity Fund Class R2 - -------------------------------------------------------------------------------------------------------- RiverSource Large Cap Equity Fund Class R3 RiverSource Disciplined Equity Fund Class R3 - -------------------------------------------------------------------------------------------------------- RiverSource Large Cap Equity Fund Class R4 RiverSource Disciplined Equity Fund Class R4 - -------------------------------------------------------------------------------------------------------- RiverSource Large Cap Equity Fund Class R5 RiverSource Disciplined Equity Fund Class R5 - -------------------------------------------------------------------------------------------------------- Seligman Common Stock Fund Class I* RiverSource Disciplined Equity Fund Class R5 - --------------------------------------------------------------------------------------------------------
* Effective May 9, 2009, the Class R and Class I shares of the Seligman Fund will be redesignated as Class R2 and Class R5 shares, respectively. Note: RiverSource Disciplined Equity Fund also offers Class W shares. The pro forma combining statements have been prepared to give effect to the proposed transaction on the historical operations of the accounting survivor, RiverSource Disciplined Equity Fund, as if the transaction had occurred at the beginning of the fiscal year ending Jan. 31, 2009. 3 RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND) RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND) SELIGMAN COMMON STOCK FUND (SELLING FUND) PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES
RIVERSOURCE RIVERSOURCE DISCIPLINED DISCIPLINED RIVERSOURCE RIVERSOURCE SELIGMAN EQUITY FUND EQUITY FUND DISCIPLINED LARGE CAP COMMON PRO FORMA PRO FORMA JAN. 31, 2009 (UNAUDITED) EQUITY FUND EQUITY FUND STOCK FUND ADJUSTMENTS COMBINED ASSETS Investments in securities, at cost Unaffiliated issuers $ 3,229,106,528 $ 2,895,565,237 $118,219,957 $ -- $ 6,242,891,722 Affiliated money market fund $ 38,574,554 $ 65,890,575 $ -- $ -- $ 104,465,129 ----------------------------------------------------------------------------- Investments in securities, at value Unaffiliated issuers* $ 1,995,790,760 $ 2,263,217,285 $ 90,308,962 $ -- $ 4,349,317,007 Affiliated money market fund $ 38,574,554 $ 65,890,575 $ -- $ -- $ 104,465,129 Cash (Note 2) -- 22,382 72,682 (89,675)(g) 5,389 Foreign currency holdings (identified cost $652 for RiverSource Large Cap Equity Fund) -- 637 -- -- 637 Capital shares receivable 66,185,449 437,979 701 -- 66,624,129 Dividends and accrued interest receivable 2,055,385 3,595,532 107,672 -- 5,758,589 Receivable for investment securities sold 93,236,508 130,663,058 705 -- 223,900,271 Administrative services fees receivable (Note 2) -- -- -- 248,157(c) 248,157 Other receivable (Note 2) -- -- -- 158,190(e) 158,190 Prepaid expenses -- -- 87,134 -- 87,134 Other assets -- -- 17,205 -- 17,205 - --------------------------------------------------------------------------------------------------------------------------------- Total assets 2,195,842,656 2,463,827,448 90,595,061 316,672 4,750,581,837 - --------------------------------------------------------------------------------------------------------------------------------- LIABILITIES Capital shares payable 3,547,314 2,380,003 33,688 -- 5,961,005 Payable for investment securities purchased 158,103,932 128,505,375 -- -- 286,609,307 Payable upon return of securities loaned 149,027,673 203,391,339 -- -- 352,419,012 Variation margin payable 2,517,200 1,729,515 -- -- 4,246,715 Payable to RiverSource Investments, LLC (Note 2) -- -- -- 2,260,925(f) 2,260,925 Accrued investment management services fees (Note 2) 31,159 34,994 52,026 1,485,874(a) 1,604,053 Accrued distribution fees (Note 2) 11,214 19,269 24,223 -- 54,706 Accrued transfer agency fees (Note 2) 8,253 23,709 44,593 94,638(b) 171,193 Accrued administrative services fees (Note 2) 2,855 3,200 -- (6,055)(c) -- Accrued plan administration services fees (Note 2) 546 495 -- 6,964(d) 8,005 Other accrued expenses (Note 2) 267,753 656,515 137,541 (1,061,809)(e) -- - --------------------------------------------------------------------------------------------------------------------------------- Total liabilities 313,517,899 336,744,414 292,071 2,780,537 653,334,921 - --------------------------------------------------------------------------------------------------------------------------------- Net assets applicable to outstanding capital stock $ 1,882,324,757 $ 2,127,083,034 $ 90,302,990 $ (2,463,865) $ 4,097,246,916 - --------------------------------------------------------------------------------------------------------------------------------- REPRESENTED BY Capital stock -- $.01 par value for RiverSource Disciplined Equity Fund and RiverSource Large Cap Equity Fund and $.50 par value for Seligman Common Stock Fund (Note 3) $ 5,262,532 $ 8,112,130 $ 8,433,721 $(10,355,492) $ 11,452,891 Additional paid-in capital (Notes 2 and 3) 3,403,669,559 4,419,558,829 196,127,703 10,265,817(g) 8,029,621,908 Undistributed (excess of distributions over) net investment income (Note 2) 21,936,708 (11,741,239) 119,335 (2,374,190) 7,940,614 Accumulated net realized gain (loss) (313,048,070) (1,649,118,429) (86,466,774) -- (2,048,633,273) Unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies (1,235,495,972) (639,728,257) (27,910,995) -- (1,903,135,224) - --------------------------------------------------------------------------------------------------------------------------------- Total -- representing net assets applicable to outstanding capital stock $ 1,882,324,757 $ 2,127,083,034 $ 90,302,990 $ (2,463,865) $ 4,097,246,916 - --------------------------------------------------------------------------------------------------------------------------------- Net assets applicable to outstanding shares: Class A $ 620,051,403 $ 1,767,428,770 $ 77,262,366 $ (2,047,265) $ 2,462,695,274 Class B $ 19,832,792 $ 231,221,979 $ 1,141,960 $ (267,831) $ 251,928,900 Class C $ 1,814,010 $ 11,202,974 $ 6,373,918 $ (12,977) $ 19,377,925 Class I $ 276,904,563 $ 28,634,991 N/A $ (33,169) $ 305,506,385 Class R2 $ 2,365 $ 2,177 $ 1,563,648 $ (3) $ 1,568,187 Class R3 $ 2,365 $ 2,175 N/A $ (3) $ 4,537 Class R4 $ 77,831,387 $ 70,551,113 N/A $ (81,722) $ 148,300,778 Class R5 $ 2,364 $ 18,038,855 $ 3,961,098 $ (20,895) $ 21,981,422 Class W $ 885,883,508 N/A N/A $ -- $ 885,883,508 Shares outstanding (Note 3):Class A shares 173,305,774 673,576,501 14,409,165 -- 688,010,766 Class B shares 5,570,594 89,152,064 218,484 -- 70,766,130 Class C shares 512,826 4,332,812 1,217,746 -- 5,474,384 Class I shares 77,058,471 10,885,950 N/A -- 85,025,552 Class R2 shares 661 822 290,580 -- 438,041 Class R3 shares 661 822 N/A -- 1,268 Class R4 shares 21,684,784 26,500,390 N/A -- 41,314,141 Class R5 shares 661 6,763,671 731,466 -- 6,140,063 Class W shares 248,118,779 N/A N/A -- 248,118,779 Net asset value per share of outstanding capital stock: Class A $ 3.58 $ 2.62 $ 5.36 $ -- $ 3.58 Class B $ 3.56 $ 2.59 $ 5.23 $ -- $ 3.56 Class C $ 3.54 $ 2.59 $ 5.23 $ -- $ 3.54 Class I $ 3.59 $ 2.63 N/A $ -- $ 3.59 Class R2 $ 3.58 $ 2.65 $ 5.38 $ -- $ 3.58 Class R3 $ 3.58 $ 2.65 N/A $ -- $ 3.58 Class R4 $ 3.59 $ 2.66 N/A $ -- $ 3.59 Class R5 $ 3.58 $ 2.67 $ 5.42 $ -- $ 3.58 Class W $ 3.57 N/A N/A $ -- $ 3.57 - --------------------------------------------------------------------------------------------------------------------------------- * Including securities on loan, at value $ 145,247,186 $ 196,613,716 $ -- $ -- $ 341,860,902 - ---------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to pro forma financial statements. 4 RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND) RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND) SELIGMAN COMMON STOCK FUND (SELLING FUND) PRO FORMA COMBINING STATEMENT OF OPERATIONS
RIVERSOURCE RIVERSOURCE DISCIPLINED DISCIPLINED RIVERSOURCE RIVERSOURCE SELIGMAN EQUITY FUND EQUITY FUND DISCIPLINED LARGE CAP COMMON PRO FORMA PRO FORMA YEAR ENDED JAN. 31, 2009 (UNAUDITED) EQUITY FUND EQUITY FUND STOCK FUND ADJUSTMENTS COMBINED INVESTMENT INCOME Income: Dividends $ 70,229,899 $ 95,813,703 $ 2,931,747 $ -- $ 168,975,349 Interest 27,854 -- 2,374,222 -- 2,402,076 Income distributions from affiliated money market fund 1,593,662 2,837,413 -- -- 4,431,075 Fee income from securities lending -- 611,735 -- -- 611,735 Less foreign taxes withheld -- (1,218,586) (6,209) -- (1,224,795) - ------------------------------------------------------------------------------------------------------------------------------ Total income 71,851,415 98,044,265 5,299,760 -- 175,195,440 - ------------------------------------------------------------------------------------------------------------------------------ Expenses: Investment management services fees (Note 2) 14,317,409 15,722,276 990,777 1,485,874(a) 32,516,336 Distribution fees Class A 2,494,694 7,830,633 322,677 -- 10,648,004 Class B 381,250 4,677,972 22,841 -- 5,082,063 Class C 26,075 195,762 104,591 -- 326,428 Class R2 18 17 10,149 -- 10,184 Class R3 10 9 -- -- 19 Class W 3,247,682 -- -- -- 3,247,682 Transfer agency fees (Note 2) Class A 1,182,638 8,214,557 521,751 187,181(b) 10,106,127 Class B 50,119 1,295,118 9,058 (66,042)(b) 1,288,253 Class C 3,297 53,451 41,352 (16,637)(b) 81,463 Class R2 2 2 7,947 (6,932)(b) 1,019 Class R3 2 2 -- -- 4 Class R4 58,140 86,220 -- -- 144,360 Class R5 2 738 5,767 (2,932)(b) 3,575 Class W 2,598,145 -- -- -- 2,598,145 Administrative services fees (Note 2) 1,470,070 1,892,136 -- (254,212)(c) 3,107,994 Plan administration services fees (Note 2) Class R2 9 9 -- 5,079(d) 5,097 Class R3 9 9 -- -- 18 Class R4 290,700 431,100 -- 1,885(d) 723,685 Compensation of board members (Note 2) 68,419 90,539 13,197 (7,238)(e) 164,917 Custodian fees (Note 2) 247,104 502,920 50,758 (205,164)(e) 595,618 Printing and postage (Note 2) 194,355 1,194,100 51,349 (971,332)(e) 468,472 Registration fees (Note 2) 126,270 54,560 81,524 42,006(e) 304,360 Professional fees (Note 2) 50,777 111,199 68,074 (107,657)(e) 122,393 Other (Note 2) 127,050 127,806 21,999 29,386(e) 306,241 - ------------------------------------------------------------------------------------------------------------------------------ Total expenses 26,934,246 42,481,135 2,323,811 113,265 71,852,457 Expenses waived/reimbursed by RiverSource Investments, LLC (Note 2) (91,197) (4,895,893) -- 2,260,925(f) (2,726,165) Earnings and bank fee credits on cash balances (27,810) (138,402) -- -- (166,212) - ------------------------------------------------------------------------------------------------------------------------------ Total net expenses 26,815,239 37,446,840 2,323,811 2,374,190 68,960,080 - ------------------------------------------------------------------------------------------------------------------------------ Investment income (loss) -- net 45,036,176 60,597,425 2,975,949 (2,374,190) 106,235,360 - ------------------------------------------------------------------------------------------------------------------------------ REALIZED AND UNREALIZED GAIN (LOSS) -- NET Net realized gain (loss) on: Security transactions (198,497,440) (1,398,750,527) (76,666,020) -- (1,673,913,987) Foreign currency transactions -- 28,771,365 -- -- 28,771,365 Futures contracts (20,013,885) (31,491,717) -- -- (51,505,602) Options contracts written -- (8,059,150) -- -- (8,059,150) Swap transactions -- (2,690,055) -- -- (2,690,055) - ------------------------------------------------------------------------------------------------------------------------------ Net realized gain (loss) on investments (218,511,325) (1,412,220,084) (76,666,020) -- (1,707,397,429) Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies (1,170,114,325) (641,022,494) (12,477,310) -- (1,823,614,129) - ------------------------------------------------------------------------------------------------------------------------------ Net gain (loss) on investments and foreign currencies (1,388,625,650) (2,053,242,578) (89,143,330) -- (3,531,011,558) - ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations $(1,343,589,474) $(1,992,645,153) $(86,167,381) $(2,374,190) $(3,424,776,198) - ------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to pro forma financial statements. 5 RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND) RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND) SELIGMAN COMMON STOCK FUND (SELLING FUND) NOTES TO PRO FORMA FINANCIAL STATEMENTS (Unaudited as to Jan. 31, 2009) 1. BASIS OF COMBINATION The unaudited pro forma combining statement of assets and liabilities and the statement of operations reflect the accounts of the three funds at and for the 12-month period ending Jan. 31, 2009. These statements have been derived from financial statements prepared for the RiverSource Disciplined Equity Fund, RiverSource Large Cap Equity Fund and Seligman Common Stock Fund as of Jan. 31, 2009. Each Fund is registered under the Investment Company Act of 1940 (as amended) as a diversified, open-end management investment company. The primary investments of each Fund are as follows: RiverSource Disciplined Equity Fund invests primarily in equity securities of companies listed on U.S. exchanges with market capitalizations greater than $5 billion at the time of purchase. RiverSource Large Cap Equity Fund invests primarily in equity securities of companies with a market capitalization greater than $5 billion at the time of purchase, which includes income-producing equity securities, such as dividend paying stocks, convertible securities and preferred stocks. Seligman Common Stock Fund invests primarily in common stocks of larger U.S. companies with market capitalizations over $3 billion at the time of purchase that are broadly diversified among a number of industries. The pro forma statements give effect to the proposed transfer of the assets and liabilities of RiverSource Large Cap Equity Fund and Seligman Common Stock Fund in exchange for Class A, Class B, Class C, Class I, Class R2, Class R3, Class R4 and Class R5 shares of RiverSource Disciplined Equity Fund under U.S. generally accepted accounting principles. The pro forma statements reflect estimates for the combined RiverSource Disciplined Equity Fund based on the increased asset level of the Reorganization and associated economies of scale, adjusted to reflect current fees. The pro forma combining statements should be read in conjunction with the historical financial statements of the funds incorporated by reference in the Statement of Additional Information. The pro forma statement of operations give effect to the proposed transaction on the historical operations of the accounting survivor, RiverSource Disciplined Equity Fund, as if the transaction had occurred at the beginning of the year presented. 2. PRO FORMA ADJUSTMENTS (a) To reflect the change in investment management services fee due to the Reorganization. In addition, the Performance Incentive Adjustment (PIA) for RiverSource Large Cap Equity Fund was removed and a new PIA adjustment was calculated based on the combined average net assets of the three funds and the RiverSource Disciplined Equity Fund PIA rate as of Jan. 31, 2009. (b) To reflect the change in transfer agent fees due to the Reorganization including adjusting for closed account fees for each RiverSource Large Cap Equity Fund and Seligman Common Stock Fund shareholder account that will be closed on the system as a result of the Reorganization. (c) To reflect the change in administrative services fees due to the Reorganization. (d) To reflect the change in plan administration services fees due to the Reorganization. (e) To reflect the change in other fees due to the Reorganization. (f) To adjust the expense reimbursement to reflect the change in fees resulting from the Reorganization per the agreement by RiverSource Investments, LLC and its affiliates to waive certain fees and absorb certain expenses following the Reorganization. (g) Includes the impact of estimated Reorganization costs of $89,675, none of which are recurring expenses. 6 3. CAPITAL SHARES The pro forma net asset value per share assumes the issuance of additional Class A, Class B, Class C, Class I, Class R2, Class R3, Class R4 and Class R5 shares of RiverSource Disciplined Equity Fund as if the Reorganization were to have taken place on Jan. 31, 2009. The following table reflects the number of RiverSource Disciplined Equity Fund shares assumed to be issued to the shareholders of the RiverSource Large Cap Equity Fund and the Seligman Common Stock Fund.
RIVERSOURCE SELIGMAN RIVERSOURCE TOTAL LARGE CAP EQUITY FUND COMMON STOCK FUND DISCIPLINED EQUITY FUND PRO FORMA SHARES ISSUED SHARES ISSUED SHARES OUTSTANDING SHARES OUTSTANDING - ------------------------------------------------------------------------------------------------------------------------------- Class A 493,147,344 21,557,648 173,305,774 688,010,766 - ------------------------------------------------------------------------------------------------------------------------------- Class B 64,875,137 320,399 5,570,594 70,766,130 - ------------------------------------------------------------------------------------------------------------------------------- Class C 3,162,347 1,799,211 512,826 5,474,384 - ------------------------------------------------------------------------------------------------------------------------------- Class I 7,967,081 N/A 77,058,471 85,025,552 - ------------------------------------------------------------------------------------------------------------------------------- Class R2* 608 436,772 661 438,041 - ------------------------------------------------------------------------------------------------------------------------------- Class R3 607 N/A 661 1,268 - ------------------------------------------------------------------------------------------------------------------------------- Class R4 19,629,357 N/A 21,684,784 41,314,141 - ------------------------------------------------------------------------------------------------------------------------------- Class R5* 5,034,001 1,105,401 661 6,140,063 - ------------------------------------------------------------------------------------------------------------------------------- Class W N/A N/A 248,118,779 248,118,779 - -------------------------------------------------------------------------------------------------------------------------------
* Effective May 9, 2009, the Class R and Class I shares of the Seligman Fund will be redesignated as Class R2 and Class R5 shares, respectively. 7 COMBINED PORTFOLIO OF INVESTMENTS RiverSource Disciplined Equity Fund JAN. 31, 2009 (UNAUDITED) (Percentages represent value of investments compared to net assets) INVESTMENTS IN SECURITIES
COMMON STOCKS (97.5%) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED AEROSPACE & DEFENSE (0.7%) AeorViron- ment -- 8,500 -- 8,500(b,f) $ -- $ 315,010 $ -- $ 315,010 American Science & Engineering -- 3,213 -- 3,213 -- 250,614 -- 250,614 Ceradyne -- 25,331 -- 25,331(b,f) -- 578,053 -- 578,053 General Dynamics 144,205 172,255(f) 8,767 325,227 8,180,750 9,772,027 497,352 18,450,129 Rockwell Collins -- 33,368 -- 33,368 -- 1,257,306 -- 1,257,306 United Technolo- gies 64,197 99,020 4,466 167,683 3,080,814 4,751,970 214,323 8,047,107 ----------------------------------------------------------- Total 11,261,564 16,924,980 711,675 28,898,219 ----------------------------------------------------------- AIR FREIGHT & LOGISTICS (0.2%) CH Robinson Worldwide 92,540 95,986 6,071 194,597 4,254,989 4,413,437 279,144 8,947,570 Hub Group Cl A -- 16,373 -- 16,373(b) -- 371,667 -- 371,667 Pacer Intl -- 46,242 -- 46,242(f) -- 397,681 -- 397,681 ----------------------------------------------------------- Total 4,254,989 5,182,785 279,144 9,716,918 ----------------------------------------------------------- AIRLINES (0.2%) Alaska Air Group -- 31,558 -- 31,558(b) -- 831,869 -- 831,869 Allegiant Travel -- 8,541 -- 8,541(b,f) -- 305,426 -- 305,426 AMR -- 30,335 -- 30,335(b) -- 180,190 -- 180,190 Continental Airlines Cl B -- 14,891 -- 14,891(b) -- 200,582 -- 200,582 Delta Air Lines -- 59,755 -- 59,755(b) -- 412,310 -- 412,310 Hawaiian Holdings -- 65,225 -- 65,225(b) -- 265,466 -- 265,466 JetBlue Airways -- 37,430 -- 37,430(b) -- 210,731 -- 210,731 SkyWest -- 71,912 -- 71,912 -- 1,125,423 -- 1,125,423 Southwest Airlines 273,867(f) 502,569(f) 23,235 799,671 1,925,285 3,533,059 163,342 5,621,686 UAL -- 73,227 -- 73,227(b) -- 691,263 -- 691,263 US Airways Group -- 81,594 -- 81,594(b) -- 462,638 -- 462,638 ----------------------------------------------------------- Total 1,925,285 8,218,957 163,342 10,307,584 ----------------------------------------------------------- AUTO COMPONENTS (0.1%) Cooper Tire & Rubber -- 56,651 -- 56,651(f) -- 264,560 -- 264,560 Exide Technolo- gies -- 62,946 -- 62,946(b) -- 228,494 -- 228,494 Fuel Systems Solutions -- 7,302 -- 7,302(b,f) -- 190,874 -- 190,874 Goodyear Tire & Rubber -- 194,518 -- 194,518(b) -- 1,200,176 -- 1,200,176 Johnson Controls -- 65,605 -- 65,605 -- 820,719 -- 820,719 ----------------------------------------------------------- Total -- 2,704,823 -- 2,704,823 ----------------------------------------------------------- AUTOMOBILES (0.2%) Ford Motor 1,518,855 249,800 -- 1,768,655(b,f) 2,840,260 467,126 -- 3,307,386 General Motors 561,121 62,539 -- 623,660(f) 1,688,974 188,242 -- 1,877,216 Harley- Davidson 144,208(f) 164,139(f) 12,421 320,768 1,756,453 1,999,213 151,288 3,906,954 ----------------------------------------------------------- Total 6,285,687 2,654,581 151,288 9,091,556 ----------------------------------------------------------- BEVERAGES (3.1%) Brown- Forman Cl B 42,720 56,384 4,790 103,894 1,939,915 2,560,397 217,514 4,717,826 Coca-Cola 568,927 631,980 29,646 1,230,553 24,304,561 26,998,186 1,266,477 52,569,224 PepsiCo 690,410 653,531 30,203 1,374,144 34,679,295 32,826,862 1,517,097 69,023,254 ----------------------------------------------------------- Total 60,923,771 62,385,445 3,001,088 126,310,304 -----------------------------------------------------------
8
COMMON STOCKS (CONTINUED) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED BIOTECHNOL- OGY (2.5%) Amgen 397,145 405,762 9,036 811,943(b) $ 21,783,403 $ 22,256,046 $ 495,625 $ 44,535,074 Celgene -- -- 4,510 4,510 -- -- 238,804 238,804 Cephalon 51,854(f) 45,699(f) 1,333 98,886(b) 4,002,092 3,527,049 102,881 7,632,022 CV Therapeu- tics -- 32,590 -- 32,590(b) -- 510,034 -- 510,034 Emergent BioSolu- tions -- 13,873 -- 13,873(b,f) -- 304,235 -- 304,235 Genentech -- 14,017 -- 14,017(b) -- 1,138,741 -- 1,138,741 Gilead Sciences 365,720 524,678 27,701 918,099(b) 18,567,604 26,637,901 1,406,380 46,611,885 Myriad Genetics -- 19,227 -- 19,227(b) -- 1,433,757 -- 1,433,757 NPS Pharmaceu- ticals -- 36,398 -- 36,398(b) -- 227,124 -- 227,124 Vertex Pharmaceu- ticals -- 8,688 -- 8,688(b,f) -- 287,138 -- 287,138 ----------------------------------------------------------- Total 44,353,099 56,322,025 2,243,690 102,918,814 ----------------------------------------------------------- BUILDING PRODUCTS (0.1%) American Woodmark -- 16,024 -- 16,024(f) -- 241,161 -- 241,161 Insteel Inds -- 27,417 -- 27,417(f) -- 211,111 -- 211,111 Masco 274,495 291,531 24,173 590,199 2,146,551 2,279,772 189,033 4,615,356 Owens Corning -- 7,565 -- 7,565(b) -- 100,917 -- 100,917 Trex -- 11,677 -- 11,677(b,f) -- 172,703 -- 172,703 ----------------------------------------------------------- Total 2,146,551 3,005,664 189,033 5,341,248 ----------------------------------------------------------- CAPITAL MARKETS (1.6%) E*TRADE Financial 256,004 -- -- 256,004(b,f) 291,845 -- -- 291,845 Goldman Sachs Group 74,459 133,369 2,751 210,579 6,011,075 10,766,879 222,088 17,000,042 Knight Capital Group Cl A -- 24,027 -- 24,027(b) -- 433,207 -- 433,207 Morgan Stanley 998,145(f) 1,011,014(f) 48,417 2,057,576 20,192,472 20,452,814 979,476 41,624,762 Stifel Financial -- 11,707 -- 11,707(b,f) -- 410,213 -- 410,213 SWS Group -- 45,991 -- 45,991(f) -- 673,768 -- 673,768 State Street 155,918 -- -- 155,918(f) 3,628,212 -- -- 3,628,212 T Rowe Price Group 28,175 -- -- 28,175 777,067 -- -- 777,067 ----------------------------------------------------------- Total 30,900,671 32,736,881 1,201,564 64,839,116 ----------------------------------------------------------- CHEMICALS (1.7%) Ashland -- 21,801 -- 21,801 -- 174,844 -- 174,844 Balchem -- 10,066 -- 10,066(f) -- 224,774 -- 224,774 CF Inds Holdings 31,771 28,881 4,055 64,707 1,493,237 1,357,407 190,585 3,041,229 Dow Chemical 1,666,654 1,772,219 71,320 3,510,193 19,316,519 20,540,017 826,599 40,683,135 Ecolab 34,297 19,484 -- 53,781 1,164,726 661,677 -- 1,826,403 EI du Pont de Nemours & Co 125,659 108,801 8,185 242,645 2,885,131 2,498,071 187,928 5,571,130 Innophos Holdings -- 15,945 -- 15,945 -- 241,248 -- 241,248 Monsanto -- -- 5,638 5,638 -- -- 428,826 428,826 OM Group -- 16,873 -- 16,873(b,f) -- 326,999 -- 326,999 PPG Inds 66,308(f) 77,165 4,644 148,117 2,491,855 2,899,861 174,522 5,566,238 Praxair 157,495 -- -- 157,495(f) 9,805,639 -- -- 9,805,639 Sigma- Aldrich -- 56,009 -- 56,009 -- 2,020,805 -- 2,020,805 Solutia -- 48,200 -- 48,200(b,f) -- 188,462 -- 188,462 Stepan -- 6,925 -- 6,925(f) -- 254,078 -- 254,078 Westlake Chemical -- 14,332 -- 14,332(f) -- 195,918 -- 195,918 WR Grace & Co -- 100,680 -- 100,680(b) -- 580,924 -- 580,924 ----------------------------------------------------------- Total 37,157,107 32,165,085 1,808,460 71,130,652 ----------------------------------------------------------- COMMERCIAL BANKS (1.4%) BancFirst -- 6,108 -- 6,108(f) -- 217,567 -- 217,567 Banco Santander ADR 83,264 -- -- 83,264(c) 652,792 -- -- 652,792 BB&T 289,577(f) 292,392(f) 12,006 593,975 5,730,729 5,786,437 237,599 11,754,765 Comerica 118,453 125,875 -- 244,328 1,973,427 2,097,078 -- 4,070,505 Community Trust Bancorp -- 6,575 -- 6,575 -- 183,903 -- 183,903 Fifth Third Bancorp 601,610 606,788 28,659 1,237,057 1,437,848 1,450,223 68,495 2,956,566
9
COMMON STOCKS (CONTINUED) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED First BanCorp -- 15,522 -- 15,522(c,f) $ -- $ 110,361 $ -- $ 110,361 First Citizens BancShares Cl A -- 949 -- 949 -- 132,727 -- 132,727 First Financial -- 7,250 -- 7,250(f) -- 240,338 -- 240,338 First Financial Bankshares -- 9,490 -- 9,490(f) -- 421,261 -- 421,261 First Horizon Natl 181,074 -- -- 181,074(f) 1,723,826 -- -- 1,723,826 Home Bancshares -- 8,731 -- 8,731(f) -- 179,771 -- 179,771 Huntington Bancshares 363,386 -- -- 363,386(f) 1,046,552 -- -- 1,046,552 Intl Bancshares -- 20,109 -- 20,109(f) -- 366,386 -- 366,386 KeyCorp 328,985 343,879 24,547 697,411 2,395,011 2,503,439 178,702 5,077,152 MainSource Financial Group -- 17,647 -- 17,647(f) -- 172,411 -- 172,411 Marshall & Ilsley 169,248 204,955 -- 374,203(f) 966,406 1,170,293 -- 2,136,699 Popular -- 18,530 -- 18,530(c,f) -- 50,772 -- 50,772 PNC Financial Services Group 351,414 -- 21,834 373,248 11,427,982 -- 710,042 12,138,024 Republic Bancorp Cl A -- 11,372 -- 11,372(f) -- 204,696 -- 204,696 SunTrust Banks 164,950 146,867 12,105 323,922 2,022,287 1,800,589 148,407 3,971,283 Synovus Financial 135,983 -- -- 135,983(f) 538,493 -- -- 538,493 TowneBank -- 11,883 -- 11,883 -- 247,642 -- 247,642 Trico Bancshares -- 9,961 -- 9,961(f) -- 200,615 -- 200,615 Trustmark -- 13,543 -- 13,543 -- 274,923 -- 274,923 UMB Financial -- 10,116 -- 10,116 -- 391,894 -- 391,894 Wells Fargo & Co 56,909 268,910(f) 24,055 349,874 1,075,580 5,082,399 454,640 6,612,619 Wilshire Bancorp -- 33,656 -- 33,656(f) -- 230,880 -- 230,880 Zions Bancorpora- tion -- 9,592 -- 9,592(f) -- 143,113 -- 143,113 ----------------------------------------------------------- Total 30,990,933 23,659,718 1,797,885 56,448,536 ----------------------------------------------------------- COMMERCIAL SERVICES & SUPPLIES (0.9%) ABM Inds -- 9,515 -- 9,515(f) -- 141,298 -- 141,298 Avery Dennison 38,795(f) 48,390(f) 6,850 94,035 940,003 1,172,490 165,975 2,278,468 Clean Harbors -- 5,723 -- 5,723(b,f) -- 306,238 -- 306,238 HNI -- 20,631 -- 20,631(f) -- 272,536 -- 272,536 Kimball Intl Cl B -- 44,536 -- 44,536 -- 306,853 -- 306,853 Republic Services 243,219 248,682 8,747 500,648 6,289,643 6,430,916 226,197 12,946,756 RR Donnelley & Sons 79,664 80,980 -- 160,644 777,521 790,365 -- 1,567,886 Sykes Enterprises -- 13,650 -- 13,650(b) -- 228,092 -- 228,092 Tetra Tech -- 6,789 -- 6,789(b) -- 157,708 -- 157,708 United Stationers -- 7,598 -- 7,598(b,f) -- 212,820 -- 212,820 Waste Management 264,866 282,337 14,185 561,388 8,261,170 8,806,090 442,430 17,509,690 ----------------------------------------------------------- Total 16,268,337 18,825,406 834,602 35,928,345 ----------------------------------------------------------- COMMUNICA- TIONS EQUIPMENT (1.2%) 3Comm -- 129,413 -- 129,413(b) -- 301,532 -- 301,532 Airvana -- 49,195 -- 49,195(b) -- 250,403 -- 250,403 ARRIS Group -- 40,980 -- 40,980(b) -- 291,778 -- 291,778 Cisco Systems -- 489,238 18,387 507,625(b) -- 7,323,893 275,253 7,599,146 Corning 734,439(f) 747,258(f) 21,751 1,503,448 7,425,178 7,554,778 219,903 15,199,859 InterDigi- tal -- 28,749 -- 28,749(b,f) -- 929,455 -- 929,455 Motorola 248,544 133,924 -- 382,468 1,101,050 593,283 -- 1,694,333 NETGEAR -- 21,473 -- 21,473(b,f) -- 238,780 -- 238,780 Nortel Networks -- -- 7,555 7,555 -- -- 718 718 QUALCOMM 297,886(f) 328,496 15,273 641,655 10,291,962 11,349,536 527,682 22,169,180 Tekelec -- 18,199 -- 18,199(b) -- 226,032 -- 226,032 ----------------------------------------------------------- Total 18,818,190 29,059,470 1,023,556 48,901,216 ----------------------------------------------------------- COMPUTERS & PERIPHERALS (3.7%) Adaptec -- 83,576 -- 83,576(b,f) -- 233,177 -- 233,177 Apple 155,131 120,797 -- 275,928(b) 13,981,957 10,887,434 -- 24,869,391 Dell 817,705(f) 831,979 18,954 1,668,638(b) 7,768,198 7,903,801 180,063 15,852,062
10
COMMON STOCKS (CONTINUED) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED Electronics for Imaging -- 26,387 -- 26,387(b,f) $ -- $ 234,580 $ -- $ 234,580 Hewlett- Packard -- 338,952 -- 338,952 -- 11,778,582 -- 11,778,582 IBM 494,262 414,283 26,574 935,119 45,299,111 37,969,036 2,435,507 85,703,654 Lexmark Intl Cl A 180,264 207,679 7,760 395,703(b) 4,268,652 4,917,839 183,757 9,370,248 NCR -- 18,658 -- 18,658(b,f) -- 234,158 -- 234,158 QLogic 139,178(f) -- 2,251 141,429(b) 1,575,495 -- 25,481 1,600,976 Western Digital -- 26,046 -- 26,046(b) -- 382,355 -- 382,355 ----------------------------------------------------------- Total 72,893,413 74,540,962 2,824,808 150,259,183 ----------------------------------------------------------- CONSTRUC- TION AND ENGINEERING (0.1%) EMCOR Group -- 21,413 -- 21,413(b,f) -- 440,894 -- 440,894 Fluor -- 66,753 -- 66,753 -- 2,596,691 -- 2,596,691 Foster Wheeler -- 2,749 -- 2,749(b) -- 54,898 -- 54,898 Granite Construc- tion -- 36,466 -- 36,466(f) -- 1,284,333 -- 1,284,333 Michael Baker -- 3,799 -- 3,799(b) -- 132,813 -- 132,813 Perini -- 48,557 -- 48,557(b,f) -- 1,012,413 -- 1,012,413 ----------------------------------------------------------- Total -- 5,522,042 -- 5,522,042 ----------------------------------------------------------- CONSTRUC- TION MATERIALS (--%) Vulcan Materials -- 3,181 -- 3,181(f) -- 157,332 -- 157,332 ----------------------------------------------------------- CONSUMER FINANCE (0.2%) Advanta Cl B -- 88,512 -- 88,512(f) -- 69,039 -- 69,039 American Express 68,310 60,682 -- 128,992 1,142,826 1,015,210 -- 2,158,036 Capital One Financial -- -- 7,378 7,378 -- -- 116,868 116,868 Discover Financial Services -- 80,265 -- 80,265(f) -- 573,895 -- 573,895 SLM 210,091 248,814 -- 458,905(b,f) 2,405,542 2,848,920 -- 5,254,462 ----------------------------------------------------------- Total 3,548,368 4,507,064 116,868 8,172,300 ----------------------------------------------------------- CONTAINERS & PACKAGING (--%) Rock-Tenn Cl A -- 25,329 -- 25,329(f) -- 789,505 -- 789,505 ----------------------------------------------------------- DISTRIBU- TORS (0.2%) Genuine Parts 104,179 106,374 5,043 215,596 3,335,812 3,406,095 161,477 6,903,384 ----------------------------------------------------------- DIVERSIFIED CONSUMER SERVICES (0.5%) Apollo Group Cl A -- 20,567 -- 20,567(b) -- 1,675,388 -- 1,675,388 Career Education -- 4,579 -- 4,579(b,f) -- 99,822 -- 99,822 Corinthian Colleges -- 37,035 -- 37,035(b,f) -- 691,814 -- 691,814 H&R Block 391,532 372,711 14,256 778,499 8,116,458 7,726,298 295,527 16,138,283 Regis -- 22,824 -- 22,824 -- 256,770 -- 256,770 Universal Technical Institute -- 12,637 -- 12,637(b,f) -- 221,527 -- 221,527 ----------------------------------------------------------- Total 8,116,458 10,671,619 295,527 19,083,604 ----------------------------------------------------------- DIVERSIFIED FINANCIAL SERVICES (4.3%) Apollo Management LP -- 1,406,500 -- 1,406,500(d,e) -- 2,109,750 -- 2,109,750 Bank of America 3,198,568 3,728,404 160,819 7,087,791 21,046,577 24,532,898 1,058,189 46,637,664 CIT Group 293,875 -- 16,751 310,626 819,911 -- 46,735 866,646 Citigroup 5,968,599(f) 6,585,055(f) 319,648 12,873,302 21,188,526 23,376,945 1,134,750 45,700,221 JPMorgan Chase & Co 1,027,716 1,969,323 94,177 3,091,216 26,217,036 50,237,430 2,402,455 78,856,921 KKR Financial Holdings LLC -- 563,202 -- 563,202 -- 799,747 -- 799,747 Life Partners Holdings -- 6,727 -- 6,727(f) -- 255,626 -- 255,626 Moody's -- 6,357 -- 6,357(f) -- 136,167 -- 136,167 SPDR Trust Series 1 -- -- 5,600 5,600 -- -- 463,064 463,064 ----------------------------------------------------------- Total 69,272,050 101,448,563 5,105,193 175,825,806 ----------------------------------------------------------- DIVERSIFIED TELECOMMU- NICATION SERVICES (0.3%) CenturyTel -- 45,084(f) 7,509 52,593 -- 1,223,580 203,794 1,427,374 Embarq 97,099 106,239 6,262 209,600 3,468,376 3,794,856 223,679 7,486,911
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COMMON STOCKS (CONTINUED) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED Frontier Communica- tions 173,926 134,518 6,197 314,641 $ 1,410,540 $ 1,090,941 $ 50,258 $ 2,551,739 Qwest Communica- tions Intl -- 87,185 -- 87,185 -- 280,736 -- 280,736 Shenandoah Telecommu- nications -- 8,904 -- 8,904(f) -- 217,080 -- 217,080 ----------------------------------------------------------- Total 4,878,916 6,607,193 477,731 11,963,840 ----------------------------------------------------------- ELECTRIC UTILITIES (0.9%) Entergy -- 43,933(f) 2,351 46,284 -- 3,354,724 179,522 3,534,246 Exelon -- 142,513(f) 13,106 155,619 -- 7,727,055 710,607 8,437,662 FirstEnergy 121,190 141,478(f) 12,058 274,726 6,058,289 7,072,485 602,779 13,733,553 Hawaiian Electric Inds -- 20,076 -- 20,076 -- 435,248 -- 435,248 Pinnacle West Capital -- 1,445 -- 1,445 -- 48,364 -- 48,364 Portland General Electric -- 20,589 -- 20,589 -- 400,456 -- 400,456 Southern 146,152 149,523 -- 295,675 4,888,784 5,001,544 -- 9,890,328 ----------------------------------------------------------- Total 10,947,073 24,039,876 1,492,908 36,479,857 ----------------------------------------------------------- ELECTRICAL EQUIPMENT (0.3%) American Semiconduc- tor -- 10,335 -- 10,335(b,f) -- 167,220 -- 167,220 Emerson Electric 155,014 138,702(f) 13,296 307,012 5,068,958 4,535,556 434,779 10,039,293 Encore Wire -- 14,462 -- 14,462 -- 238,768 -- 238,768 Energy Conversion Devices -- 10,231 -- 10,231(b,f) -- 257,514 -- 257,514 GrafTech Intl -- 25,000 -- 25,000(b) -- 200,250 -- 200,250 ----------------------------------------------------------- Total 5,068,958 5,399,308 434,779 10,903,045 ----------------------------------------------------------- ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS (0.3%) Anixter Intl -- 14,075 -- 14,075(b) -- 379,744 -- 379,744 Arrow Electronics -- 34,712 -- 34,712(b,f) -- 661,958 -- 661,958 Avnet -- 35,573 -- 35,573(b) -- 705,057 -- 705,057 Benchmark Electronics -- 82,459 -- 82,459(b) -- 968,069 -- 968,069 FLIR Systems 132,734 -- 6,591 139,325(b) 3,314,368 -- 164,577 3,478,945 Ingram Micro Cl A -- 49,358 -- 49,358(b) -- 605,623 -- 605,623 Insight Enterprises -- 47,127 -- 47,127(b,f) -- 244,118 -- 244,118 Jabil Circuit -- 365,781 33,645 399,426 -- 2,128,844 195,814 2,324,658 L-1 Identity Solutions -- 16,308 -- 16,308(b) -- 118,233 -- 118,233 Methode Electronics -- 32,965 -- 32,965(f) -- 152,298 -- 152,298 SYNNEX -- 23,322 -- 23,322(b,f) -- 357,993 -- 357,993 Tyco Electronics 80,159 65,715(f) 12,908 158,782(c) 1,135,051 930,524 182,778 2,248,353 ----------------------------------------------------------- Total 4,449,419 7,252,461 543,169 12,245,049 ----------------------------------------------------------- ENERGY EQUIPMENT & SERVICES (1.9%) Baker Hughes -- 96,051 2,990 99,041 -- 3,200,419 99,627 3,300,046 BASiC Energy Services -- 52,684 -- 52,684(b) -- 505,766 -- 505,766 BJ Services 200,667 228,552 19,063 448,282 2,207,337 2,514,072 209,693 4,931,102 Complete Production Services -- 30,311 -- 30,311(b) -- 194,294 -- 194,294 ENSCO Intl 84,641 149,498 6,653 240,792 2,315,778 4,090,265 182,026 6,588,069 GulfMark Offshore -- 12,678 -- 12,678(b) -- 303,511 -- 303,511 Halliburton 535,561 554,230 34,991 1,124,782 9,238,428 9,560,469 603,595 19,402,492 Helmerich & Payne -- 14,600 -- 14,600 -- 327,916 -- 327,916 Lufkin Inds -- 8,971 -- 8,971 -- 313,536 -- 313,536 Nabors Inds 236,334(f) 270,635(f) 15,458 522,427(b,c) 2,587,857 2,963,453 169,265 5,720,575 Natl Oilwell Varco 197,191 200,633 -- 397,824(b) 5,213,730 5,304,737 -- 10,518,467 Newpark Resources -- 39,801 -- 39,801(b) -- 167,562 -- 167,562 Noble 146,159(f) 139,883(f) 6,708 292,750 3,968,217 3,797,823 182,122 7,948,162 Oil States Intl -- 7,333 -- 7,333(b) -- 134,267 -- 134,267 Parker Drilling -- 149,991 -- 149,991(b,f) -- 317,981 -- 317,981 Patterson- UTI Energy -- 28,165 -- 28,165 -- 269,257 -- 269,257 Pioneer Drilling -- 40,209 -- 40,209(b,f) -- 199,839 -- 199,839 Rowan Companies -- 84,835 -- 84,835 -- 1,074,011 -- 1,074,011
12
COMMON STOCKS (CONTINUED) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED Smith Intl 50,852 45,574 7,419 103,845 $ 1,154,340 $ 1,034,530 $ 168,411 $ 2,357,281 Tidewater -- 6,622 -- 6,622 -- 275,541 -- 275,541 Unit -- 7,740 -- 7,740(b,f) -- 193,036 -- 193,036 Weatherford Intl 430,448 586,296 28,340 1,045,084(b) 4,747,841 6,466,845 312,590 11,527,276 ----------------------------------------------------------- Total 31,433,528 43,209,130 1,927,329 76,569,987 ----------------------------------------------------------- FOOD & STAPLES RETAILING (5.7%) Casey's General Stores -- 12,446 -- 12,446(f) -- 264,478 -- 264,478 Costco Wholesale 88,113 34,790(f) -- 122,903 3,967,728 1,566,594 -- 5,534,322 Ingles Markets Cl A -- 17,188 -- 17,188(f) -- 245,101 -- 245,101 Nash Finch -- 8,093 -- 8,093 -- 348,242 -- 348,242 Pantry -- 11,709 -- 11,709(b,f) -- 194,721 -- 194,721 Rite Aid -- -- 116,023 116,023 -- -- 32,486 32,486 Safeway 216,984 -- -- 216,984 4,649,967 -- -- 4,649,967 SUPERVALU 79,252 121,694 -- 200,946 1,390,080 2,134,513 -- 3,524,593 SYSCO 103,485 119,812 -- 223,297 2,306,681 2,670,609 -- 4,977,290 Walgreen 155,755(f) 242,493(f) 10,140 408,388 4,269,245 6,646,733 277,937 11,193,915 Wal-Mart Stores 1,914,179 2,280,221 109,422 4,303,822 90,196,115 107,444,013 5,155,965 202,796,093 Winn-Dixie Stores -- 44,499 -- 44,499(b,f) -- 611,416 -- 611,416 ----------------------------------------------------------- Total 106,779,816 122,126,420 5,466,388 234,372,624 ----------------------------------------------------------- FOOD PRODUCTS (2.3%) Archer- Daniels- Midland 133,678 -- -- 133,678 3,660,104 -- -- 3,660,104 Bunge -- 5,267 -- 5,267(f) -- 226,165 -- 226,165 Cal-Maine Foods -- 11,403 -- 11,403(f) -- 308,793 -- 308,793 Campbell Soup 74,438(f) 93,880(f) 6,365 174,683 2,260,682 2,851,136 193,305 5,305,123 Darling Intl -- 42,476 -- 42,476(b) -- 194,965 -- 194,965 Dean Foods 27,032(f) 78,795 -- 105,827(b) 522,799 1,523,895 -- 2,046,694 Diamond Foods -- 7,437 -- 7,437(f) -- 190,982 -- 190,982 Flowers Foods -- 33,535 -- 33,535(f) -- 720,667 -- 720,667 Fresh Del Monte Produce -- 16,371 -- 16,371(b,c,f) -- 394,541 -- 394,541 General Mills 388,802(f) 405,435 16,427 810,664 22,997,637 23,981,480 971,657 47,950,774 Hershey -- 14,498 -- 14,498(f) -- 540,485 -- 540,485 HJ Heinz 77,259 -- -- 77,259 2,819,954 -- -- 2,819,954 J&J Snack Foods -- 7,348 -- 7,348 -- 256,519 -- 256,519 JM Smucker 66,166 79,073(f) 4,530 149,769 2,987,395 3,570,146 204,530 6,762,071 Kellogg 91,146 100,341 4,655 196,142 3,982,169 4,383,898 203,377 8,569,444 Lance -- 11,712 -- 11,712(f) -- 220,537 -- 220,537 Ralcorp Holdings -- 17,045 -- 17,045(b) -- 1,009,405 -- 1,009,405 Sanderson Farms -- 8,480 -- 8,480 -- 306,806 -- 306,806 Sara Lee 351,117 505,990 30,873 887,980 3,521,704 5,075,080 309,656 8,906,440 TreeHouse Foods -- 17,104 -- 17,104(b,f) -- 451,375 -- 451,375 Tyson Foods Cl A 112,926(f) 189,641(f) 31,499 334,066 999,395 1,678,323 278,766 2,956,484 ----------------------------------------------------------- Total 43,751,839 47,885,198 2,161,291 93,798,328 ----------------------------------------------------------- GAS UTILITIES (0.2%) Atmos Energy -- 8,037 -- 8,037 -- 197,308 -- 197,308 Laclede Group -- 9,965 -- 9,965(f) -- 452,311 -- 452,311 New Jersey Resources -- 25,623 -- 25,623(f) -- 1,027,226 -- 1,027,226 Nicor -- 32,666 -- 32,666 -- 1,117,504 -- 1,117,504 Piedmont Natural Gas -- 25,754 -- 25,754 -- 667,286 -- 667,286 Questar 71,190(f) 73,004(f) 6,486 150,680 2,419,036 2,480,677 220,394 5,120,107 ----------------------------------------------------------- Total 2,419,036 5,942,312 220,394 8,581,742 ----------------------------------------------------------- HEALTH CARE EQUIPMENT & SUPPLIES (0.8%) Becton Dickinson & Co 52,477 94,068 3,160 149,705 3,813,504 6,835,922 229,637 10,879,063 Covidien 182,195 200,575(f) 5,295 388,065(c) 6,985,356 7,690,045 203,010 14,878,411 CryoLife -- 19,446 -- 19,446(b,f) -- 160,235 -- 160,235
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COMMON STOCKS (CONTINUED) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED Cyberonics -- 11,792 -- 11,792(b) $ -- $ 181,479 $ -- $ 181,479 Greatbatch -- 9,720 -- 9,720(b,f) -- 226,476 -- 226,476 Immucor -- 7,503 -- 7,503(b) -- 207,908 -- 207,908 St. Jude Medical -- 32,370 -- 32,370(b) -- 1,177,297 -- 1,177,297 STERIS -- 35,623 -- 35,623(f) -- 947,572 -- 947,572 Thoratec -- 29,234 -- 29,234(b,f) -- 846,909 -- 846,909 Varian Medical Systems 52,680 -- -- 52,680(b,f) 1,956,008 -- -- 1,956,008 Volcano -- 28,992 -- 28,992(b) -- 378,925 -- 378,925 ----------------------------------------------------------- Total 12,754,868 18,652,768 432,647 31,840,283 ----------------------------------------------------------- HEALTH CARE PROVIDERS & SERVICES (1.0%) Almost Family -- 4,966 -- 4,966(b,f) -- 153,151 -- 153,151 AMERIGROUP -- 31,195 -- 31,195(b) -- 872,524 -- 872,524 Cardinal Health 71,711 93,991(g) 6,312 172,014 2,699,919 3,538,761 237,647 6,476,327 CIGNA 399,133 460,711 21,897 881,741 6,928,948 7,997,943 380,132 15,307,023 Coventry Health Care -- 16,443 -- 16,443(b) -- 248,783 -- 248,783 DaVita -- 39,752 -- 39,752(b) -- 1,868,344 -- 1,868,344 Gentiva Health Services -- 12,919 -- 12,919(b) -- 326,592 -- 326,592 Health- Spring -- 60,412 -- 60,412(b) -- 1,052,377 -- 1,052,377 Humana -- 19,622 -- 19,622(b) -- 744,262 -- 744,262 Kindred Healthcare -- 60,238 -- 60,238(b) -- 817,430 -- 817,430 Landauer -- 5,797 -- 5,797(f) -- 397,558 -- 397,558 LHC Group -- 6,103 -- 6,103(b) -- 162,401 -- 162,401 Magellan Health Services -- 26,612 -- 26,612(b) -- 963,887 -- 963,887 Molina Healthcare -- 21,468 -- 21,468(b) -- 376,549 -- 376,549 Omnicare -- 9,838 -- 9,838(f) -- 275,070 -- 275,070 Quest Diagnostics 59,390 71,854 4,565 135,809 2,930,897 3,545,995 225,283 6,702,175 Tenet Healthcare 456,110(f) 606,612 -- 1,062,722(b) 488,038 649,075 -- 1,137,113 United- Health Group -- 48,487 2,116 50,603 -- 1,373,637 59,946 1,433,583 Universal American Financial -- 25,232 -- 25,232(b,f) -- 249,040 -- 249,040 Universal Health Services Cl B -- 3,693 -- 3,693 -- 139,780 -- 139,780 ----------------------------------------------------------- Total 13,047,802 25,753,159 903,008 39,703,969 ----------------------------------------------------------- HOTELS, RESTAURANTS & LEISURE (1.3%) Bob Evans Farms -- 6,334 -- 6,334(f) -- 111,225 -- 111,225 Darden Restaurants -- 28,115 -- 28,115(f) -- 737,175 -- 737,175 Intl Game Technology 117,047 86,368 -- 203,415(f) 1,240,698 915,501 -- 2,156,199 McDonald's 423,142 426,834 -- 849,976 24,550,699 24,764,910 -- 49,315,609 Panera Bread Cl A -- 2,788 -- 2,788(b,f) -- 130,980 -- 130,980 Starwood Hotels & Resorts Worldwide -- 23,901 -- 23,901(f) -- 361,383 -- 361,383 Wyndham Worldwide 46,479 168,588 -- 215,067 284,916 1,033,444 -- 1,318,360 ----------------------------------------------------------- Total 26,076,313 28,054,618 -- 54,130,931 ----------------------------------------------------------- HOUSEHOLD DURABLES (0.6%) Black & Decker 29,679(f) 39,371(f) 4,826 73,876 858,020 1,138,216 139,520 2,135,756 Centex 121,143 133,790 5,444 260,377 1,030,927 1,138,553 46,328 2,215,808 DR Horton 313,448 201,667 28,623 543,738 1,868,150 1,201,935 170,593 3,240,678 Garmin -- 15,642 -- 15,642(c,f) -- 274,204 -- 274,204 Harman Intl Inds -- 72,907 -- 72,907(f) -- 1,173,074 -- 1,173,074 KB Home 36,839 54,179 -- 91,018(f) 393,072 578,090 -- 971,162 Leggett & Platt 116,545 102,924(f) 14,280 233,749 1,455,647 1,285,521 178,357 2,919,525 Lennar Cl A 85,838 134,250 5,687 225,775 660,094 1,032,383 43,733 1,736,210 Natl Presto Inds -- 8,400 -- 8,400 -- 563,976 -- 563,976 Newell Rubbermaid -- 40,565 -- 40,565 -- 327,765 -- 327,765 NVR -- 401 -- 401(b) -- 170,862 -- 170,862 Pulte Homes 111,499 111,267 20,112 242,878 1,131,715 1,129,360 204,137 2,465,212 Ryland Group -- 16,765 -- 16,765(f) -- 261,534 -- 261,534
14
COMMON STOCKS (CONTINUED) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED Snap-On 47,778 32,903 6,135 86,816 $ 1,441,940 $ 993,013 $ 185,154 $ 2,620,107 Stanley Works 13,005 8,721 -- 21,726 406,536 272,618 -- 679,154 Toll Brothers -- 6,345 -- 6,345(b) -- 107,992 -- 107,992 Whirlpool -- 51,835(f) 5,246 57,081 -- 1,732,843 175,374 1,908,217 ----------------------------------------------------------- Total 9,246,101 13,381,939 1,143,196 23,771,236 ----------------------------------------------------------- HOUSEHOLD PRODUCTS (2.1%) Clorox -- 32,837 -- 32,837 -- 1,646,776 -- 1,646,776 Colgate- Palmolive 212,124 -- -- 212,124 13,796,545 -- -- 13,796,545 Kimberly- Clark 79,020 85,492 3,696 168,208 4,067,159 4,400,273 190,233 8,657,665 Procter & Gamble 563,360 576,352 -- 1,139,712 30,703,120 31,411,184 -- 62,114,304 ----------------------------------------------------------- Total 48,566,824 37,458,233 190,233 86,215,290 ----------------------------------------------------------- INDEPENDENT POWER PRODUCERS & ENERGY TRADERS (0.2%) Calpine -- 8,553 -- 8,553(b) -- 63,378 -- 63,378 Constella- tion Energy Group 94,112 104,964(f) -- 199,076 2,475,145 2,760,553 -- 5,235,698 Dynegy Cl A 200,023 466,585 -- 666,608(b) 422,049 984,494 -- 1,406,543 ----------------------------------------------------------- Total 2,897,194 3,808,425 -- 6,705,619 ----------------------------------------------------------- INDUSTRIAL CONGLOMER- ATES (1.3%) 3M 233,882 217,362 9,400 460,644 12,580,512 11,691,902 505,626 24,778,040 Seaboard -- 471 -- 471 -- 473,355 -- 473,355 Textron 114,451 93,093 -- 207,544 1,033,493 840,630 -- 1,874,123 Tredegar -- 16,209 -- 16,209 -- 267,449 -- 267,449 Tyco Intl 577,631 654,427(g) 27,872 1,259,930(c) 12,141,804 13,756,055 585,870 26,483,729 ----------------------------------------------------------- Total 25,755,809 27,029,391 1,091,496 53,876,696 ----------------------------------------------------------- INSURANCE (5.3%) ACE 224,162 -- -- 224,162(c) 9,786,913 -- -- 9,786,913 AFLAC 239,320 147,289 6,122 392,731 5,554,617 3,418,578 142,092 9,115,287 Allied World Assurance Holdings -- 6,869 -- 6,869(c) -- 258,961 -- 258,961 Allstate 913,087 1,197,191(g) 56,683 2,166,961 19,786,594 25,943,129 1,228,321 46,958,044 Ambac Financial Group 288,197 -- -- 288,197(f) 328,545 -- -- 328,545 American Financial Group -- 11,304 -- 11,304 -- 191,942 -- 191,942 American Intl Group 1,536,860 -- -- 1,536,860 1,967,181 -- -- 1,967,181 Aon 101,123 103,317 -- 204,440 3,746,607 3,827,895 -- 7,574,502 Arch Capital Group -- 6,237 -- 6,237(b,c,f) -- 375,156 -- 375,156 Aspen Insurance Holdings -- 66,891 -- 66,891(c) -- 1,478,291 -- 1,478,291 Assurant 63,505 56,546 -- 120,051 1,676,532 1,492,814 -- 3,169,346 Axis Capital Holdings -- 20,174 -- 20,174(c) -- 489,421 -- 489,421 Chubb 186,118 140,797(f) 7,448 334,363 7,924,904 5,995,136 317,136 14,237,176 Cincinnati Financial 28,900 12,519 -- 41,419 633,777 274,542 -- 908,319 Employers Holdings -- 36,927 -- 36,927 -- 499,992 -- 499,992 Everest Re Group -- 5,516 -- 5,516(c) -- 347,508 -- 347,508 Genworth Financial Cl A 656,721 -- -- 656,721 1,523,593 -- -- 1,523,593 Hartford Financial Services Group 200,394 158,284 -- 358,678(f) 2,637,185 2,083,017 -- 4,720,202 HCC Insurance Holdings -- 14,014 -- 14,014 -- 328,068 -- 328,068 IPC Holdings -- 33,187 -- 33,187(c,f) -- 851,578 -- 851,578 Lincoln Natl 120,907 -- -- 120,907 1,829,323 -- -- 1,829,323 Marsh & McLennan Companies 383,572 440,703 15,548 839,823 7,414,447 8,518,789 300,543 16,233,779 Montpelier Re Holdings -- 71,187 -- 71,187(c) -- 1,006,584 -- 1,006,584 MBIA 209,475 -- -- 209,475(b,f) 808,574 -- -- 808,574 MetLife 374,982 -- 4,508 379,490 10,773,233 -- 129,515 10,902,748 Odyssey Re Holdings -- 25,577 -- 25,577(f) -- 1,203,398 -- 1,203,398 PartnerRe -- 6,873 -- 6,873(c) -- 450,388 -- 450,388 Platinum Underwrit- ers Holdings -- 45,109 -- 45,109(c,f) -- 1,254,481 -- 1,254,481 Progressive 1,189,984 1,242,638 54,485 2,487,107(b) 14,458,306 15,098,052 661,993 30,218,351
15
COMMON STOCKS (CONTINUED) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED Prudential Financial 200,346 -- 2,527 202,873 $ 5,158,910 $ -- $ 65,070 $ 5,223,980 Renaissan- ceRe Holdings -- 8,305 -- 8,305(c) -- 371,150 -- 371,150 RLI -- 12,392 -- 12,392 -- 700,024 -- 700,024 Torchmark 66,836 -- -- 66,836(f) 2,005,080 -- -- 2,005,080 Travelers Companies 454,944 434,027 27,036 916,007 17,579,036 16,770,803 1,044,671 35,394,510 Unum Group 120,100 -- -- 120,100 1,700,616 -- -- 1,700,616 Validus Holdings -- 48,236 -- 48,236(c,f) -- 1,100,746 -- 1,100,746 WR Berkley -- 19,445 -- 19,445 -- 514,904 -- 514,904 XL Capital Cl A 210,930 -- -- 210,930(c) 611,697 -- -- 611,697 Zenith Natl Insurance -- 29,120 -- 29,120 -- 816,525 -- 816,525 ----------------------------------------------------------- Total 117,905,670 95,661,872 3,889,341 217,456,883 ----------------------------------------------------------- INTERNET & CATALOG RETAIL (--%) NutriSystem -- 41,148 -- 41,148(f) -- 530,398 -- 530,398 PetMed Express -- 10,222 -- 10,222(b) -- 147,606 -- 147,606 Ticketmas- ter Entertain- ment -- 26,034 -- 26,034(b) -- 154,902 -- 154,902 ----------------------------------------------------------- Total -- 832,906 -- 832,906 ----------------------------------------------------------- INTERNET SOFTWARE & SERVICES (--%) Ariba -- 38,540 -- 38,540(b,f) -- 294,446 -- 294,446 EarthLink -- 70,156 -- 70,156(b,f) -- 528,274 -- 528,274 ModusLink Global Solutions -- 71,828 -- 71,828(b) -- 167,359 -- 167,359 RealNet- works -- 67,312 -- 67,312(b) -- 189,820 -- 189,820 ----------------------------------------------------------- Total -- 1,179,899 -- 1,179,899 ----------------------------------------------------------- IT SERVICES (1.2%) Affiliated Computer Services Cl A 57,245 103,970 4,949 166,164(b) 2,625,256 4,768,064 226,961 7,620,281 Automatic Data Processing 183,752(f) 202,289(f) 7,118 393,159 6,675,709 7,349,159 258,597 14,283,465 Ciber -- 52,635 -- 52,635(b,f) -- 229,489 -- 229,489 Computer Sciences -- 17,530 -- 17,530(b) -- 645,805 -- 645,805 Convergys -- 13,435 -- 13,435(b,f) -- 101,166 -- 101,166 CSG Systems Intl -- 22,398 -- 22,398(b) -- 324,771 -- 324,771 Integral Systems -- 17,756 -- 17,756(b) -- 194,073 -- 194,073 ManTech Intl Cl A -- 21,514 -- 21,514(b,f) -- 1,153,796 -- 1,153,796 MasterCard Cl A 28,772(f) 39,332 2,861 70,965 3,906,662 5,340,499 388,467 9,635,628 NCI Cl A -- 8,433 -- 8,433(b) -- 252,990 -- 252,990 Paychex 98,702(f) 127,898 7,169 233,769 2,397,472 3,106,642 174,135 5,678,249 Perot Systems Cl A -- 28,231 -- 28,231(b,f) -- 366,721 -- 366,721 SAIC -- 36,100 -- 36,100(b,f) -- 712,614 -- 712,614 Total System Services 17,806 21,811 -- 39,617 225,424 276,127 -- 501,551 Western Union 151,118 345,685(f) 22,056 518,859 2,064,272 4,722,057 301,285 7,087,614 ----------------------------------------------------------- Total 17,894,795 29,543,973 1,349,445 48,788,213 ----------------------------------------------------------- LEISURE EQUIPMENT & PRODUCTS (0.4%) Brunswick 100,213 79,223 -- 179,436(f) 278,592 220,240 -- 498,832 Eastman Kodak 232,404(f) 257,081(f) 26,368 515,853 1,052,790 1,164,577 119,447 2,336,814 Hasbro 92,091(f) 117,369 7,547 217,007 2,222,156 2,832,114 182,109 5,236,379 JAKKS Pacific -- 40,483 -- 40,483(b,f) -- 742,458 -- 742,458 Mattel 221,386 253,773 15,146 490,305 3,141,467 3,601,039 214,922 6,957,428 ----------------------------------------------------------- Total 6,695,005 8,560,428 516,478 15,771,911 ----------------------------------------------------------- LIFE SCIENCES TOOLS & SERVICES (0.1%) Luminex -- 15,394 -- 15,394(b) -- 313,576 -- 313,576 PerkinElmer -- 125,550 -- 125,550(f) -- 1,584,440 -- 1,584,440 Sequenom -- 19,260 -- 19,260(b,f) -- 426,802 -- 426,802 ----------------------------------------------------------- Total -- 2,324,818 -- 2,324,818 -----------------------------------------------------------
16
COMMON STOCKS (CONTINUED) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED MACHINERY (1.2%) Cummins 95,151 100,950 -- 196,101 $ 2,281,721 $ 2,420,781 $ -- $ 4,702,502 Deere & Co 154,045 92,031 -- 246,076 5,351,523 3,197,157 -- 8,548,680 Dover 34,526 77,239(f) 7,205 118,970 976,395 2,184,319 203,757 3,364,471 Eaton 77,917 74,070 4,373 156,360 3,429,906 3,260,561 192,499 6,882,966 Flowserve 23,515 30,090 4,249 57,854 1,253,585 1,604,098 226,514 3,084,197 Force Protection -- 68,911 -- 68,911(b) -- 414,155 -- 414,155 FreightCar America -- 7,315 -- 7,315 -- 140,082 -- 140,082 Gardner Denver -- 8,822 -- 8,822(b) -- 192,055 -- 192,055 Illinois Tool Works 99,790 154,278 7,296 261,364 3,259,141 5,038,720 238,287 8,536,148 Ingersoll- Rand Cl A 250,754 183,012 14,249 448,015(c) 4,064,722 2,966,625 230,976 7,262,323 Joy Global -- 9,129 -- 9,129(f) -- 190,157 -- 190,157 Manitowoc 41,277(f) 146,341 -- 187,618 227,024 804,876 -- 1,031,900 Mueller Inds -- 51,804 -- 51,804 -- 1,042,296 -- 1,042,296 NACCO Inds Cl A -- 8,300 -- 8,300(f) -- 265,517 -- 265,517 Pall 21,838 49,291 7,791 78,920 569,317 1,285,016 203,111 2,057,444 Parker Hannifin 58,170 -- -- 58,170 2,222,676 -- -- 2,222,676 Terex -- 16,330 -- 16,330(b,f) -- 193,347 -- 193,347 Wabtec -- 28,621 -- 28,621(f) -- 856,627 -- 856,627 ----------------------------------------------------------- Total 23,636,010 26,056,389 1,295,144 50,987,543 ----------------------------------------------------------- MEDIA (2.7%) CBS Cl B 599,908 608,287 39,912 1,248,107 3,431,474 3,479,402 228,297 7,139,173 Comcast Cl A 2,148,695 1,292,482(f) 106,443 3,547,620 31,478,381 18,934,862 1,559,390 51,972,633 DIRECTV Group 204,716 209,156 -- 413,872(b) 4,483,280 4,580,516 -- 9,063,796 DreamWorks Animation SKG Cl A -- 3,854 -- 3,854(b) -- 84,595 -- 84,595 Gannett 498,635(f) 501,357 27,201 1,027,193 2,877,124 2,892,830 156,950 5,926,904 Marvel Entertain- ment -- 14,171 -- 14,171(b) -- 389,844 -- 389,844 Meredith 14,134 86,571 -- 100,705(f) 225,720 1,382,539 -- 1,608,259 New York Times Cl A 109,515(f) 266,866(f) 27,468 403,849 544,290 1,326,324 136,516 2,007,130 News Corp Cl A 259,074(f) 283,178(f) 29,044 571,296 1,655,483 1,809,507 185,591 3,650,581 Sirius XM Radio -- 15,046,171 -- 15,046,171(b) -- 1,805,541 -- 1,805,541 Time Warner Cable Cl A -- 59,461 -- 59,461(b,f) -- 1,107,758 -- 1,107,758 Virgin Media -- 5,987,186 -- 5,987,186(e) -- 27,181,825 -- 27,181,825 WorldSpace Cl A -- 263,942 -- 263,942(b) -- 3,167 -- 3,167 ----------------------------------------------------------- Total 44,695,752 64,978,710 2,266,744 111,941,206 ----------------------------------------------------------- METALS & MINING (1.0%) AK Steel Holding 105,674(f) 137,071(f) 4,617 247,362 852,789 1,106,163 37,259 1,996,211 Alcoa 474,946 48,086 4,814 527,846 3,699,829 374,590 37,501 4,111,920 AM Castle & Co -- 26,449 -- 26,449(f) -- 223,759 -- 223,759 Cliffs Natural Resources -- 14,804 -- 14,804(f) -- 343,009 -- 343,009 Compass Minerals Intl -- 5,450 -- 5,450 -- 327,927 -- 327,927 Freeport- McMoRan Copper & Gold 63,591(f) 42,418(f) 2,273 108,282 1,598,678 1,066,389 57,143 2,722,210 Horesehead Holding -- 25,185 -- 25,185(b) -- 99,733 -- 99,733 Kaiser Aluminum -- 8,262 -- 8,262(f) -- 205,228 -- 205,228 Nucor 278,500(f) 314,082(f) 14,620 607,202 11,360,015 12,811,404 596,350 24,767,769 Olympic Steel -- 15,484 -- 15,484 -- 245,731 -- 245,731 Reliance Steel & Aluminum -- 15,731 -- 15,731(f) -- 348,127 -- 348,127 RTI Intl Metals -- 9,465 -- 9,465(b) -- 125,979 -- 125,979 Timminco -- 510,164 -- 510,164(b,c,f) -- 1,441,189 -- 1,441,189 United States Steel 107,701 112,157(f) 7,163 227,021 3,234,261 3,368,074 215,105 6,817,440 Worthington Inds -- 22,881 -- 22,881 -- 230,183 -- 230,183 ----------------------------------------------------------- Total 20,745,572 22,317,485 943,358 44,006,415 -----------------------------------------------------------
17
COMMON STOCKS (CONTINUED) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED MULTILINE RETAIL (0.6%) Big Lots 49,161(f) 80,289(f) 12,297 141,747(b) $ 661,215 $ 1,079,887 $ 165,395 $ 1,906,497 Dillard's Cl A -- 53,223 -- 53,223(f) -- 231,520 -- 231,520 Dollar Tree -- 8,846 -- 8,846(b) -- 377,813 -- 377,813 Family Dollar Stores 137,895 175,923(f) 6,942 320,760 3,829,345 4,885,382 192,779 8,907,506 Fred's Cl A -- 33,104 -- 33,104(f) -- 339,647 -- 339,647 JC Penney 50,077 51,311 -- 101,388(f) 838,790 859,459 -- 1,698,249 Kohl's 65,693(f) 113,484(f) 3,613 182,790(b) 2,411,590 4,165,998 132,633 6,710,221 Macy's 66,493 83,729 -- 150,222 595,112 749,375 -- 1,344,487 Nordstrom -- 82,493 -- 82,493(f) -- 1,046,836 -- 1,046,836 Sears Holdings -- 8,132 -- 8,132(b,f) -- 332,761 -- 332,761 ----------------------------------------------------------- Total 8,336,052 14,068,678 490,807 22,895,537 ----------------------------------------------------------- MULIT- UTILITIES (0.2%) CH Energy Group -- 3,442 -- 3,442 -- 174,096 -- 174,096 DTE Energy -- 2,526 -- 2,526 -- 87,147 -- 87,147 MDU Resources Group -- 10,592 -- 10,592 -- 210,675 -- 210,675 PG&E -- 80,109 -- 80,109 -- 3,097,815 -- 3,097,815 TECO Energy -- 120,193 -- 120,193 -- 1,443,518 -- 1,443,518 Vectren -- 7,668 -- 7,668 -- 197,758 -- 197,758 Wisconsin Energy -- 51,986 -- 51,986(f) -- 2,317,536 -- 2,317,536 ----------------------------------------------------------- Total -- 7,528,545 -- 7,528,545 ----------------------------------------------------------- OIL, GAS & CONSUMABLE FUELS (14.3%) Anadarko Petroleum 227,182 -- -- 227,182 8,346,667 -- -- 8,346,667 Apache 49,069 176,609 6,669 232,347 3,680,175 13,245,675 500,175 17,426,025 Cabot Oil & Gas 61,226 55,530(f) 7,148 123,904 1,683,103 1,526,520 196,499 3,406,122 Chesapeake Energy 304,346 289,099 20,619 614,064 4,811,710 4,570,655 325,986 9,708,351 Chevron 1,644,212 1,385,499 79,246 3,108,957 115,949,829 97,705,390 5,588,428 219,243,647 Cimarex Energy -- 13,126 -- 13,126(f) -- 326,050 -- 326,050 Clayton Williams Energy -- 5,179 -- 5,179(b) -- 206,124 -- 206,124 Comstock Resources -- 20,170 -- 20,170(b,f) -- 769,082 -- 769,082 ConocoPhil- lips 561,368 584,206 29,500 1,175,074 26,681,821 27,767,311 1,402,135 55,851,267 CONSOL Energy 72,035 85,435 7,246 164,716 1,963,674 2,328,958 197,526 4,490,158 Contango Oil & Gas -- 5,181 -- 5,181(b,f) -- 231,073 -- 231,073 Devon Energy 48,553 -- -- 48,553 2,990,865 -- -- 2,990,865 EOG Resources 104,193 112,266(f) 7,526 223,985 7,061,160 7,608,267 510,037 15,179,464 EXCO Resources -- 18,093 -- 18,093(b) -- 183,463 -- 183,463 Exxon Mobil 586,725(g) 625,884 5,218 1,217,827 44,872,728 47,867,608 399,073 93,139,409 Frontier Oil -- 14,907 -- 14,907(f) -- 212,872 -- 212,872 Frontline -- 4,642 -- 4,642(c,f) -- 132,343 -- 132,343 Goodrich Petroleum -- 7,657 -- 7,657(b) -- 221,287 -- 221,287 Gran Tierra Energy -- 87,228 -- 87,228(b,c) -- 246,855 -- 246,855 Hess 134,042(f) 127,604(f) 8,562 270,208 7,454,076 7,096,058 476,133 15,026,267 James River Coal -- 16,847 -- 16,847(b) -- 228,445 -- 228,445 Marathon Oil 363,777 412,818 20,516 797,111 9,905,648 11,241,034 558,651 21,705,333 Massey Energy 104,037 92,601 13,763 210,401 1,579,282 1,405,683 208,922 3,193,887 McMoRan Exploration -- 30,874 -- 30,874(b) -- 206,547 -- 206,547 Murphy Oil 90,076 111,186 4,618 205,880 3,979,558 4,912,197 204,023 9,095,778 Newfield Exploration -- 7,467 -- 7,467(b) -- 143,292 -- 143,292 Noble Energy -- 103,023 6,831 109,854 -- 5,040,915 334,241 5,375,156 Occidental Petroleum 405,601 312,463(f) 1,058 719,122 22,125,535 17,044,857 57,714 39,228,106 Peabody Energy 124,318 136,760 10,757 271,835 3,107,950 3,419,000 268,925 6,795,875 Penn Virginia -- 11,931 -- 11,931(f) -- 245,779 -- 245,779 Petrohawk Energy -- 3,969 -- 3,969(b,f) -- 78,229 -- 78,229 PetroQuest Energy -- 24,474 -- 24,474(b,f) -- 154,920 -- 154,920 Pioneer Natural Resources 100,107 141,145 10,313 251,565 1,465,566 2,066,363 150,982 3,682,911
18
COMMON STOCKS (CONTINUED) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED Plains Exploration & Production -- 7,946 -- 7,946(b,f) $ -- $ 167,820 $ -- $ 167,820 Range Resources -- 33,648 4,996 38,644 -- 1,205,944 179,057 1,385,001 Rosetta Resources -- 43,026 -- 43,026(b) -- 261,168 -- 261,168 Southwest- ern Energy 203,387(f) 218,764 16,904 439,055(b) 6,437,199 6,923,881 535,012 13,896,092 Spectra Energy 242,810 479,403 18,039 740,252 3,523,173 6,956,138 261,746 10,741,057 St. Mary Land & Exploration -- 10,285 -- 10,285(f) -- 199,015 -- 199,015 Stone Energy -- 22,251 -- 22,251(b) -- 190,914 -- 190,914 Sunoco 54,967(f) 42,251(f) 5,420 102,638 2,546,071 1,957,066 251,054 4,754,191 Swift Energy -- 45,994 -- 45,994(b,f) -- 704,628 -- 704,628 Tesoro 98,048(f) 77,808(f) 5,008 180,864 1,689,367 1,340,632 86,288 3,116,287 USEC -- 77,943 -- 77,943(b) -- 396,730 -- 396,730 VAALCO Energy -- 46,283 -- 46,283(b,f) -- 347,585 -- 347,585 Valero Energy 170,934(f) 204,530 12,352 387,816 4,122,928 4,933,264 297,930 9,354,122 Western Refining -- 23,140 -- 23,140 -- 269,812 -- 269,812 Williams Companies -- 202,174 -- 202,174 -- 2,860,762 -- 2,860,762 World Fuel Services -- 7,441 -- 7,441(f) -- 251,283 -- 251,283 ----------------------------------------------------------- Total 285,978,085 287,399,494 12,990,537 586,368,116 ----------------------------------------------------------- PAPER & FOREST PRODUCTS (--%) Wausau Paper -- 39,145 -- 39,145(f) -- 372,269 -- 372,269 ----------------------------------------------------------- PERSONAL PRODUCTS (0.1%) Estee Lauder Companies Cl A 92,113(f) 87,587(f) 7,320 187,020 2,417,966 2,299,159 192,150 4,909,275 ----------------------------------------------------------- PHARMACEU- TICALS (13.3%) Abbott Laborato- ries -- 122,292 6,628 128,920 -- 6,779,868 367,456 7,147,324 Bristol- Myers Squibb 373,524 -- -- 373,524 7,997,149 -- -- 7,997,149 Eli Lilly & Co 295,088(f) 283,187 18,537 596,812 10,865,140 10,426,945 682,532 21,974,617 Forest Laborato- ries 200,439 430,301 9,278 640,018(b) 5,018,993 10,774,737 232,321 16,026,051 Johnson & Johnson 1,640,525 1,636,996 81,332 3,358,853 94,641,886 94,438,299 4,692,043 193,772,228 King Pharmaceu- ticals 400,546 793,580 -- 1,194,126(b) 3,500,772 6,935,889 -- 10,436,661 Merck & Co 772,283 508,625 24,905 1,305,813 22,048,680 14,521,244 711,038 37,280,962 Mylan 53,769 123,475 -- 177,244(b,f) 609,203 1,398,972 -- 2,008,175 Par Pharmaceu- tical Companies -- 19,731 -- 19,731(b) -- 242,889 -- 242,889 Pfizer 6,118,008 7,072,211 332,441 13,522,660 89,200,557 103,112,837 4,846,989 197,160,383 Schering- Plough 908,187 434,393 44,895 1,387,475 15,947,764 7,627,941 788,356 24,364,061 Valeant Pharmaceu- ticals Intl -- 36,414 -- 36,414(b,f) -- 790,184 -- 790,184 ViroPharma -- 92,903 -- 92,903(b) -- 1,114,836 -- 1,114,836 VIVUS -- 21,562 -- 21,562(b) -- 105,869 -- 105,869 Watson Pharmaceu- ticals -- 46,739 -- 46,739(b,f) -- 1,275,040 -- 1,275,040 Wyeth 235,581 266,933 12,410 514,924 10,122,916 11,470,111 533,258 22,126,285 ----------------------------------------------------------- Total 259,953,060 271,015,661 12,853,993 543,822,714 ----------------------------------------------------------- PROFES- SIONAL SERVICES (--%) Administaff -- 15,452 -- 15,452 -- 325,883 -- 325,883 Heidrick & Struggles Intl -- 15,205 -- 15,205 -- 231,116 -- 231,116 Huron Consulting Group -- 4,487 -- 4,487(b) -- 224,260 -- 224,260 Kelly Services Cl A -- 32,477 -- 32,477 -- 294,242 -- 294,242 Korn/Ferry Intl -- 21,781 -- 21,781(b,f) -- 204,741 -- 204,741 Manpower -- 8,767 -- 8,767 -- 249,509 -- 249,509 TrueBlue -- 49,670 -- 49,670(b,f) -- 422,195 -- 422,195 ----------------------------------------------------------- Total -- 1,951,946 -- 1,951,946 ----------------------------------------------------------- REAL ESTATE INVESTMENT TRUSTS (REITS) (0.2%) American Campus Communities -- 11,424 -- 11,424(f) -- 244,131 -- 244,131 BRE Properties Cl A -- 3,175 -- 3,175(f) -- 80,613 -- 80,613 Capstead Mtge -- 26,825 -- 26,825 -- 286,223 -- 286,223 Digital Realty Trust -- 3,469 -- 3,469(f) -- 110,661 -- 110,661
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COMMON STOCKS (CONTINUED) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED Equity Residential -- 144,231 8,007 152,238 $ -- $ 3,451,449 $ 191,608 $ 3,643,057 Health Care REIT -- 5,787 -- 5,787(f) -- 218,806 -- 218,806 Investors Real Estate Trust -- 22,612 -- 22,612 -- 224,989 -- 224,989 Liberty Property Trust -- 7,850 -- 7,850 -- 157,000 -- 157,000 Public Storage 58,068(f) -- 3,788 61,856 3,592,667 -- 234,364 3,827,031 UDR -- 9,138 -- 9,138(f) -- 107,190 -- 107,190 ----------------------------------------------------------- Total 3,592,667 4,881,062 425,972 8,899,701 ----------------------------------------------------------- REAL ESTATE MANAGEMENT & DEVELOPMENT (--%) Avatar Holdings -- 8,745 -- 8,745(b) -- 226,933 -- 226,933 St. Joe -- 6,506 -- 6,506(b,f) -- 156,469 -- 156,469 ----------------------------------------------------------- Total -- 383,402 -- 383,402 ----------------------------------------------------------- ROAD & RAIL (3.7%) Arkansas Best -- 33,461 -- 33,461 -- 782,653 -- 782,653 Burlington Northern Santa Fe 219,040 314,011 13,811 546,862 14,511,400 20,803,229 914,979 36,229,608 Con-way -- 3,857 -- 3,857 -- 84,970 -- 84,970 CSX 390,872 417,739(f) 24,120 832,731 11,319,653 12,097,721 698,515 24,115,889 Genesee & Wyoming Cl A -- 10,684 -- 10,684(b,f) -- 290,284 -- 290,284 Kansas City Southern -- 6,630 -- 6,630(b,f) -- 120,401 -- 120,401 Norfolk Southern 430,857 452,461 18,332 901,650 16,527,675 17,356,404 703,216 34,587,295 Old Dominion Frieght Line -- 10,109 -- 10,109(b,f) -- 253,534 -- 253,534 Ryder System 54,245(f) 84,319 5,892 144,456 1,832,396 2,848,296 199,032 4,879,724 Saia -- 26,543 -- 26,543(b) -- 283,745 -- 283,745 Union Pacific 547,180 566,518 24,988 1,138,686 23,961,012 24,807,822 1,094,225 49,863,059 Werner Enterprises -- 18,060 -- 18,060 -- 270,900 -- 270,900 ----------------------------------------------------------- Total 68,152,136 79,999,959 3,609,967 151,762,062 ----------------------------------------------------------- SEMICONDUC- TORS & SEMICONDUC- TOR EQUIPMENT (2.4%) Altera 284,124 281,189 13,898 579,211 4,369,827 4,324,687 213,751 8,908,265 Amkor Technology -- 141,788 -- 141,788(b,f) -- 328,948 -- 328,948 Atmel -- 32,711 -- 32,711(b,f) -- 109,255 -- 109,255 Infineon Technolo- gies -- 806,777 -- 806,777(b,c,f) -- 718,921 -- 718,921 Infineon Technolo- gies ADR -- 614,065 -- 614,065(b,c) -- 528,096 -- 528,096 Intel 2,783,428 1,283,714 120,082 4,187,224 35,906,221 16,559,910 1,549,058 54,015,189 Lam Research -- 26,944 -- 26,944(b,f) -- 544,538 -- 544,538 Linear Technology 166,697(f) 203,498(f) 10,335 380,530 3,904,044 4,765,923 242,046 8,912,013 LSI 237,133(f) 406,802(f) 71,557 715,492(b) 754,083 1,293,630 227,551 2,275,264 MEMC Electronic Materials 144,127 152,983 -- 297,110(b) 1,960,127 2,080,569 -- 4,040,696 Microchip Technology 138,807 121,743 10,930 271,480 2,633,169 2,309,465 207,342 5,149,976 MKS Instruments -- 29,302 -- 29,302(b,f) -- 411,693 -- 411,693 Natl Semiconduc- tor -- 114,937(f) 18,685 133,622 -- 1,165,461 189,466 1,354,927 NVIDIA 95,822 21,718 -- 117,540(b,f) 761,785 172,658 -- 934,443 OmniVision Technolo- gies -- 40,728 -- 40,728(b) -- 272,470 -- 272,470 Sigma Designs -- 26,295 -- 26,295(b,f) -- 268,735 -- 268,735 Silicon Image -- 79,753 -- 79,753(b,f) -- 292,694 -- 292,694 Spansion Cl A -- 1,738,038 -- 1,738,038(b) -- 116,449 -- 116,449 Teradyne -- 33,804 -- 33,804(b) -- 162,597 -- 162,597 Xilinx 255,847 290,253(f) 13,507 559,607 4,311,022 4,890,763 227,593 9,429,378 Zoran -- 33,505 -- 33,505(b) -- 199,020 -- 199,020 ----------------------------------------------------------- Total 54,600,278 41,516,482 2,856,807 98,973,567 ----------------------------------------------------------- SOFTWARE (2.5%) BMC Software -- 41,845(f) 3,785 45,630(b) -- 1,059,934 95,874 1,155,808 Compuware -- 240,368 32,971 273,339(b) -- 1,562,392 214,312 1,776,704 Intuit -- 47,822 -- 47,822(b) -- 1,083,168 -- 1,083,168
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COMMON STOCKS (CONTINUED) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED Microsoft 1,151,519 2,175,020 -- 3,326,539 $ 19,690,975 $ 37,192,842 $ -- $ 56,883,817 Oracle 1,507,562 659,566 -- 2,167,128(b,f) 25,372,268 11,100,496 -- 36,472,764 Quality Systems -- 8,208 -- 8,208(f) -- 305,994 -- 305,994 Red Hat -- 6,267 -- 6,267(b,f) -- 91,812 -- 91,812 Salesfor- ce.com 11,626(f) 47,195(f) 7,605 66,426(b) 309,368 1,255,859 202,369 1,767,596 Symantec 154,679 -- 17,055 171,734(b) 2,371,229 -- 261,453 2,632,682 Take-Two Interactive Software -- 20,438 -- 20,438 -- 143,475 -- 143,475 TeleCommu- nication Systems Cl A -- 31,053 -- 31,053(b) -- 222,339 -- 222,339 ----------------------------------------------------------- Total 47,743,840 54,018,311 774,008 102,536,159 ----------------------------------------------------------- SPECIALTY RETAIL (4.7%) Aaron Rents -- 24,988 -- 24,988(f) -- 546,238 -- 546,238 Abercrombie & Fitch Cl A 133,207(f) 121,228 6,200 260,635 2,377,745 2,163,920 110,670 4,652,335 Advance Auto Parts -- 4,756 -- 4,756 -- 155,664 -- 155,664 Aeropostale -- 18,721 -- 18,721(b,f) -- 395,200 -- 395,200 American Eagle Outfitters -- 12,985 -- 12,985 -- 116,995 -- 116,995 Asbury Automotive Group -- 38,005 -- 38,005(f) -- 136,058 -- 136,058 AutoNation 173,695(f) 212,973(f) 25,484 412,152(b) 1,611,890 1,976,389 236,492 3,824,771 AutoZone 28,942(f) 23,871(f) 1,914 54,727(b) 3,846,102 3,172,217 254,351 7,272,670 Barnes & Noble -- 14,133 -- 14,133(f) -- 232,064 -- 232,064 Bed Bath & Beyond 144,495(f) 193,604(f) 10,196 348,295(b) 3,356,619 4,497,421 236,853 8,090,893 Best Buy 144,404 125,015 9,875 279,294 4,046,200 3,502,920 276,698 7,825,818 Blockbuster Cl A -- 261,540 -- 261,540(b,f) -- 333,464 -- 333,464 Brown Shoe -- 35,184 -- 35,184(f) -- 165,013 -- 165,013 Cato Cl A -- 27,254 -- 27,254(f) -- 360,570 -- 360,570 Chico's FAS -- 96,855 -- 96,855(b) -- 383,546 -- 383,546 Children's Place Retail Stores -- 22,270 -- 22,270(b,f) -- 418,899 -- 418,899 Collective Brands -- 48,547 -- 48,547(b) -- 517,996 -- 517,996 Dress Barn -- 37,279 -- 37,279(b,f) -- 321,345 -- 321,345 Finish Line Cl A -- 51,549 -- 51,549 -- 244,858 -- 244,858 Foot Locker -- 60,996 -- 60,996(f) -- 448,931 -- 448,931 Gap 286,082 290,846 16,390 593,318 3,227,005 3,280,743 184,879 6,692,627 Group 1 Automotive -- 34,272 -- 34,272(f) -- 341,692 -- 341,692 Home Depot 2,249,714(g) 2,397,534 106,943 4,754,191 48,436,343 51,618,906 2,302,483 102,357,732 Hot Topic -- 49,620 -- 49,620(b,f) -- 423,755 -- 423,755 Jo-Ann Stores -- 18,977 -- 18,977(b,f) -- 242,336 -- 242,336 Jos A Bank Clothiers -- 19,777 -- 19,777(b,f) -- 543,076 -- 543,076 Limited Brands 114,145(f) 133,601 23,072 270,818 904,028 1,058,120 182,730 2,144,878 Lowe's Companies 752,480 749,982(g) 27,373 1,529,835 13,747,810 13,702,170 500,105 27,950,085 Men's Wearhouse -- 37,223 -- 37,223(f) -- 433,648 -- 433,648 Monro Muffler Brake -- 6,976 -- 6,976 -- 169,308 -- 169,308 Office Depot 149,209 499,362 -- 648,571(b) 322,291 1,078,622 -- 1,400,913 PetSmart -- 9,435 -- 9,435(f) -- 177,095 -- 177,095 RadioShack 168,700(f) 165,444(f) 21,168 355,312 1,933,302 1,895,988 242,585 4,071,875 Rent-A- Center -- 43,584 -- 43,584(b) -- 647,222 -- 647,222 Ross Stores -- 9,891 -- 9,891(f) -- 290,993 -- 290,993 Sherwin- Williams 53,160(f) 45,446 3,450 102,056 2,538,390 2,170,047 164,737 4,873,174 Stage Stores -- 34,037 -- 34,037 -- 243,365 -- 243,365 Staples 28,256 100,397 11,529 140,182 450,401 1,600,328 183,772 2,234,501 Tiffany & Co -- 51,022 -- 51,022(f) -- 1,058,707 -- 1,058,707 TJX Companies 76,140 -- -- 76,140 1,478,639 -- -- 1,478,639 Urban Outfitters -- 3,466 -- 3,466(b,f) -- 54,000 -- 54,000 Wet Seal Cl A -- 86,206 -- 86,206(b,f) -- 224,998 -- 224,998 ----------------------------------------------------------- Total 88,276,765 101,344,827 4,876,355 194,497,947 -----------------------------------------------------------
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COMMON STOCKS (CONTINUED) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED TEXTILES, APPAREL & LUXURY GOODS (0.6%) Carter's -- 26,542 -- 26,542(b,f) $ -- $ 450,949 $ -- $ 450,949 Coach 206,729 320,745(f) 13,511 540,985(b) 3,018,243 4,682,876 197,261 7,898,380 Jones Apparel Group 116,009 143,519 -- 259,528 401,391 496,576 -- 897,967 Liz Claiborne 229,550(f) 253,530(f) 15,249 498,329 505,010 557,766 33,548 1,096,324 Nike Cl B 51,608 79,319 4,007 134,934 2,335,262 3,589,185 181,317 6,105,764 Polo Ralph Lauren -- 27,092(f) 5,022 32,114 -- 1,111,585 206,053 1,317,638 Skechers USA Cl A -- 24,247 -- 24,247(b,f) -- 241,500 -- 241,500 Steven Madden -- 16,880 -- 16,880(b) -- 293,374 -- 293,374 VF 55,629 65,686(f) 4,070 125,385 3,116,337 3,679,730 228,001 7,024,068 ----------------------------------------------------------- Total 9,376,243 15,103,541 846,180 25,325,964 ----------------------------------------------------------- THRIFTS & MORTGAGE FINANCE (0.2%) Capitol Federal Financial -- 2,312 -- 2,312 -- 95,717 -- 95,717 First Niagara Financial Group -- 42,786 -- 42,786 -- 558,785 -- 558,785 Fannie Mae 1,336,093 -- -- 1,336,093 809,139 -- -- 809,139 Freddie Mac 794,150 112,515 -- 906,665 472,519 66,946 -- 539,465 Hudson City Bancorp -- 224,552 -- 224,552 -- 2,604,804 -- 2,604,804 MGIC Investment 154,094 -- -- 154,094(f) 425,299 -- -- 425,299 NewAlliance Bancshares -- 12,085 -- 12,085(f) -- 132,814 -- 132,814 Ocwen Financial -- 34,121 -- 34,121(b) -- 303,677 -- 303,677 People's United Financial -- 22,442 -- 22,442 -- 367,151 -- 367,151 Trustco Bank NY -- 23,917 -- 23,917 -- 160,244 -- 160,244 United Financial Bancorp -- 17,441 -- 17,441 -- 239,116 -- 239,116 ----------------------------------------------------------- Total 1,706,957 4,529,254 -- 6,236,211 ----------------------------------------------------------- TOBACCO (0.2%) Philip Morris Intl 191,327 -- -- 191,327 7,107,798 -- -- 7,107,798 ----------------------------------------------------------- TRADING COMPANIES & DISTRIBU- TORS (0.3%) Beacon Roofing Supply -- 27,278 -- 27,278(b) -- 347,249 -- 347,249 Fastenal 47,200(f) 74,300(f) 5,278 126,778 1,613,296 2,539,574 180,402 4,333,272 GATX -- 3,343 -- 3,343(f) -- 80,566 -- 80,566 Rush Enterprises Cl A -- 27,585 -- 27,585(b,f) -- 251,024 -- 251,024 Watsco -- 12,534 -- 12,534 -- 414,249 -- 414,249 WESCO Intl -- 16,458 -- 16,458(b) -- 303,156 -- 303,156 WW Grainger 29,299(f) 37,197(f) 2,918 69,414 2,137,362 2,713,521 212,868 5,063,751 ----------------------------------------------------------- Total 3,750,658 6,649,339 393,270 10,793,267 ----------------------------------------------------------- WATER UTILITIES (--%) Aqua America -- 5,838 -- 5,838 -- 121,080 -- 121,080 California Water Service Group -- 4,243 -- 4,243 -- 184,571 -- 184,571 ----------------------------------------------------------- Total -- 305,651 -- 305,651 ----------------------------------------------------------- WIRELESS TELECOMMU- NICATION SERVICES (0.2%) Sprint Nextel 1,511,110 1,283,585 84,763 2,879,458(b) 3,671,997 3,119,112 205,974 6,997,083 USA Mobility -- 37,213 -- 37,213(b) -- 393,341 -- 393,341 ----------------------------------------------------------- Total 3,671,997 3,512,453 205,974 7,390,424 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL COMMON STOCKS (Cost: $5,887,050,565) $1,846,763,087 $2,059,825,946 $89,170,299 $3,995,759,332 - ------------------------------------------------------------------------------------------------------------------------------------
22
PREFERRED STOCKS (--%) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED HEALTH CARE PROVIDERS & SERVICES Lehman Brothers Holdings Cv 39.50% -- -- 12,750 12,750 $ -- $ -- $ 147,441 $ 147,441 Lehman Brothers Holdings Cv 53.51% -- -- 12,750 12,750 -- -- 119,077 119,077 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL PREFERRED STOCKS (Cost: $2,550,000) $ -- $ -- $ 266,518 $ 266,518 - ------------------------------------------------------------------------------------------------------------------------------------ MONEY MARKET FUNDS (2.8%) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED RiverSource Short-Term Cash Fund, 0.47% 38,574,554 65,890,575 -- 104,465,129(h) $ 38,574,554 $ 65,890,575 $ -- $ 104,465,129 SSgA U.S. Treasury Money Market Fund -- -- 872,145 872,145 -- -- 872,145 872,145 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL MONEY MARKET FUNDS (Cost: $105,337,274) $ 38,574,554 $ 65,890,575 $ 872,145 $ 105,337,274 - ------------------------------------------------------------------------------------------------------------------------------------ SECURITIES PURCHASED WITH PROCEEDS FROM SECURITY LENDING (8.6%) ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A) RIVERSOURCE RIVERSOURCE SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED CASH COLLATERAL REINVEST- MENT FUND JPMorgan Prime Money Market Fund 149,027,673 203,391,339 -- 352,419,012 $ 149,027,673 $ 203,391,339 $ -- $ 352,419,012 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL SECURITIES PURCHASED WITH PROCEEDS FROM SECURITY LENDING (Cost: $352,419,012) $ 149,027,673 $ 203,391,339 $ -- $ 352,419,012 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL INVESTMENTS IN SECURITIES (Cost: $6,347,356,851)(i) $2,034,365,314 $2,329,107,860 $90,308,962 $4,453,782,136 - ------------------------------------------------------------------------------------------------------------------------------------
FUTURES CONTRACTS OUTSTANDING AT JAN. 31, 2009 RiverSource Disciplined Equity Fund
NUMBER OF UNREALIZED CONTRACTS NOTIONAL EXPIRATION APPRECIATION CONTRACT DESCRIPTION LONG (SHORT) MARKET VALUE DATE (DEPRECIATION) - ---------------------------------------------------------------------------------------------------------------- S&P 500 Index 184 $37,835,000 March 2009 $(2,208,635)
RiverSource Large Cap Equity Fund
NUMBER OF UNREALIZED CONTRACTS NOTIONAL EXPIRATION APPRECIATION CONTRACT DESCRIPTION LONG (SHORT) MARKET VALUE DATE (DEPRECIATION) - ---------------------------------------------------------------------------------------------------------------- Russell 2000 Mini Index 234 $10,356,840 March 2009 $ (124,593) S&P 500 Index 285 58,603,125 March 2009 (7,248,513) - ---------------------------------------------------------------------------------------------------------------- Total $(7,373,106) - ----------------------------------------------------------------------------------------------------------------
NOTES TO COMBINED PORTFOLIO OF INVESTMENTS (A) Securities are valued by procedures described in Note 1 to the financial statements in the annual report. (B) Non-income producing. (C) Foreign security values are stated in U.S. dollars. At Jan. 31, 2009, the value of foreign securities represented 1.9% of net assets. 23 NOTES TO COMBINED PORTFOLIO OF INVESTMENTS (CONTINUED) (D) Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. This security may be determined to be liquid under guidelines established by the Fund's Board of Directors. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At Jan. 31, 2009, the value of these securities amounted to $2,109,750 or 0.1% of net assets. (E) Identifies issues considered to be illiquid as to their marketability (see Note 1 to the financial statements). Information concerning such security holdings at Jan. 31, 2009, is as follows:
ACQUISITION SECURITY DATES COST -------------------------------------------------------------------------- Apollo Management LP* 08-02-07 thru 09-30-08 $ 30,730,942 Virgin Media 07-26-07 thru 08-06-08 101,975,398
* Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. (F) At Jan. 31, 2009, security was partially or fully on loan. See Note 5 to the financial statements. (G) At Jan. 31, 2009, investments in securities included securities valued at $31,228,992 that were partially pledged as collateral to cover initial margin deposits on open interest rate futures contracts. (H) Affiliated Money Market Fund -- See Note 6 and/or 7 to the financial statements in the annual report. The rate shown is the seven-day current annualized yield at Jan. 31, 2009. (I) At Jan. 31, 2009, the approximate cost of securities for federal income tax purposes and the approximate aggregate gross unrealized appreciation and depreciation based on that cost was:
RIVERSOURCE DISCIPLINED RIVERSOURCE RIVERSOURCE SELIGMAN EQUITY FUND DISCIPLINED LARGE CAP COMMON STOCK PRO FORMA EQUITY FUND EQUITY FUND FUND COMBINED Cost of securities for federal income tax purposes: $ 3,267,681,000 $2,961,456,000 $118,220,000 $ 6,347,357,000 Unrealized appreciation $ 19,778,000 $ 44,376,000 $ 1,813,000 $ 65,967,000 Unrealized depreciation (1,253,094,000) (676,724,000) (29,724,000) (1,959,542,000) - -------------------------------------------------------------------------------------------------------------------- Net unrealized depreciation $(1,233,316,000) $ (632,348,000) $(27,911,000) $(1,893,575,000) - --------------------------------------------------------------------------------------------------------------------
The industries identified above are based on the Global Industry Classification Standard (GICS), which was developed by and is the exclusive property of Morgan Stanley Capital International Inc. and Standard & Poor's, a division of The McGraw-Hill Companies, Inc. 24 PART C. OTHER INFORMATION Item 15. Indemnification The Articles of Incorporation of the registrant provide that the Fund shall indemnify any person who was or is a party or is threatened to be made a party, by reason of the fact that she or he is or was a director, officer, employee or agent of the Fund, or is or was serving at the request of the Fund as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, to any threatened, pending or completed action, suit or proceeding, wherever brought, and the Fund may purchase liability insurance and advance legal expenses, all to the fullest extent permitted by the laws of the State of Minnesota, as now existing or hereafter amended. The By-laws of the registrant provide that present or former directors or officers of the Fund made or threatened to be made a party to or involved (including as a witness) in an actual or threatened action, suit or proceeding shall be indemnified by the Fund to the full extent authorized by the Minnesota Business Corporation Act, all as more fully set forth in the By-laws filed as an exhibit to this registration statement. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Any indemnification hereunder shall not be exclusive of any other rights of indemnification to which the directors, officers, employees or agents might otherwise be entitled. No indemnification shall be made in violation of the Investment Company Act of 1940. Any indemnification hereunder shall not be exclusive of any other rights of indemnification to which the trustees, officers, employees or agents might otherwise be entitled. No indemnification shall be made in violation of the Investment Company Act of 1940. Item 16. Exhibits (1)(a) Articles of Incorporation, as amended November 10, 1988, filed as Exhibit 1 to Post-Effective Amendment No. 38 to Registration Statement No. 2-38355, are incorporated by reference. (1)(b) Articles of Amendment, dated June 16, 1999, filed electronically as Exhibit (a)(2) to Post-Effective Amendment No. 67 to Registration Statement No. 2-38355, are incorporated by reference. (1)(c) Articles of Amendment, dated November 14, 2002, filed electronically on or about March 5, 2003 as Exhibit (a)(3) to Registrant's Post-Effective Amendment No. 74 Registration Statement No. 2-38355, are incorporated by reference. (1)(d) Articles of Amendment, dated April 21, 2006, filed electronically on or about Sept. 27, 2006 as Exhibit (a)(4) to Registrant's Post-Effective Amendment No. 82 to Registration Statement No. 2-38355 are incorporated by reference. (1)(e) Certificate of Designation, dated Nov. 28, 2006, filed electronically on or about Sept. 26, 2007 as Exhibit (a)(5) to Registrant's Post-Effective Amendment No. 84 to Registration Statement No. 2-38355 is incorporated by reference. (2) By-laws, as amended April 13, 2006, filed electronically on or about Sept. 25, 2008 as Exhibit (b) to Registrant's Post-Effective Amendment No. 85 to Registration Statement No. 2-38355 are incorporated by reference. (3) Not applicable. (4) Form of Agreement and Plan of Reorganization is included herein as Exhibit A to Part A of this Registration Statement. (5) Not applicable. (6) Investment Management Services Agreement, dated May 1, 2006, between Registrant and RiverSource Investments, LLC filed electronically on or about Sept. 27, 2006 as Exhibit (d) to Registrant's Post-Effective Amendment No. 82 to Registration Statement No. 2-38355 is incorporated by reference. (7)(a) Distribution Agreement, effective Aug. 1, 2006, amended and restated as of Sept. 11, 2007, between Registrant and RiverSource Distributors, Inc. filed electronically on or about Oct. 30, 2007 as Exhibit (e)(2) to Diversified Income Series, Inc. Post-Effective Amendment No. 63 to Registration Statement No. 2-51586 is incorporated by reference. (7)(b) Distribution Agreement, effective Nov. 7, 2008, between Registrant and Seligman Advisors, Inc. filed electronically on or about Nov. 25, 2008 as Exhibit (e)(2) to RiverSource Investment Series, Inc. Post-Effective Amendment No. 121 to Registration Statement No. 2-11328 is incorporated by reference. (7)(c) Form of Service Agreement for RiverSource Distributors, Inc. and RiverSource Service Corporation filed electronically on or about Aug. 27, 2007 as Exhibit (e)(3) to RiverSource Sector Series, Inc. Post-Effective Amendment No. 39 to Registration Statement No. 33-20872 is incorporated by reference. (7)(d) Form of RiverSource Funds Dealer Agreement filed electronically on or about Aug. 27, 2007 as Exhibit (e)(4) to RiverSource Sector Series, Inc. Post-Effective Amendment No. 39 to Registration Statement No. 33-20872 is incorporated by reference. (8) Not applicable. (9) Form of Master Global Custody Agreement with JP Morgan Chase Bank, N.A. filed electronically on or about Dec. 23, 2008 as Exhibit (g) to RiverSource International Mangers, Inc. Post-Effective Amendment No. 18 to Registration Statement No. 333-64010 is incorporated by reference. (10)(a) Plan of Distribution and Agreement of Distribution, dated Aug. 1, 2006, amended and restated June 12, 2008, between Registrant and RiverSource Distributors, Inc. filed electronically on or about July 28, 2008 as Exhibit (m) to RiverSource High Yield Income Series, Inc. Post-Effective Amendment No. 45 to Registration Statement No. 2-86637 is incorporated by reference. (10)(b) Plan of Distribution and Agreement of Distribution, effective Nov. 7, 2008, between Registrant and Seligman Advisors, Inc. filed electronically on or about Nov. 25, 2008 as Exhibit (m)(2) to RiverSource Investment Series, Inc. Post-Effective Amendment No. 121 to Registration Statement No. 2-11328 is incorporated by reference. (10)(c) Rule 18f - 3(d) Plan, amended and restated as of June 12, 2008, filed electronically on or about June 30, 2008 as Exhibit (n) to RiverSource Investment Series, Inc. Post-Effective Amendment No. 120 to Registration Statement No. 2-11328 is incorporated by reference. (11) Opinion and consent of counsel as to the legality of the securities being registered to be filed by Amendment. (12) Tax opinion to be filed by Amendment. (13)(a) Administrative Services Agreement, dated Oct. 1, 2005, amended and restated June 12, 2008, between Registrant and Ameriprise Financial, Inc. filed electronically on or about July 28, 2008 as Exhibit (h)(1) to RiverSource High Yield Income Series, Inc. Post-Effective Amendment No. 45 to Registration Statement No. 2-86637 is incorporated by reference. (13)(b) Plan Administration Services Agreement, dated Dec. 1, 2006, amended and restated June 12, 2008, between Registrant and RiverSource Service Corporation filed electronically on or about July 28, 2008 as Exhibit (h)(3) to RiverSource High Yield Income Series, Inc. Post-Effective Amendment No. 45 to Registration Statement No. 2-86637 is incorporated by reference. (13)(c) Transfer Agency Agreement, dated Oct. 1, 2005, amended and restated June 12, 2008, between Registrant and RiverSource Service Corporation filed electronically on or about July 28, 2008 as Exhibit (h)(2) to RiverSource High Yield Income Series, Inc. Post-Effective Amendment No. 45 to Registration Statement No. 2-86637 is incorporated by reference. (13)(d) License Agreement, effective May 1, 2006, amended and restated as of Sept. 11, 2007, between Ameriprise Financial, Inc. and RiverSource Funds filed electronically on or about Oct. 30, 2007 as Exhibit (h)(7) to RiverSource Diversified Income Series, Inc. Post-Effective Amendment No. 63 to Registration Statement No. 2-51586 is incorporated by reference. (13)(e) Master Fee Cap/Fee Waiver Agreement, dated Oct. 1, 2005, amended and restated June 12, 2008, between RiverSource Investments, LLC, Ameriprise Financial, Inc., RiverSource Service Corporation, RiverSource Distributors, Inc. and the Registrant filed electronically on or about July 28, 2008 as Exhibit (h)(5) to RiverSource High Yield Income Series, Inc. Post-Effective Amendment No. 45 to Registration Statement No. 2-86637 is incorporated by reference. (14) Consent of Independent Registered Public Accounting Firm to be filed by Amendment. (15) Financial Statements: Not applicable. (16) Directors/Trustees Power of Attorney to sign this Registration Statement and its amendments, dated Jan. 8, 2009, is filed electronically herewith as Exhibit (16). (17)(a) Code of Ethics adopted under Rule 17j-1 for Registrant filed electronically on or about Aug. 27, 2007 as Exhibit (p)(1) to RiverSource Sector Series, Inc. Post-Effective Amendment No. 39 to Registration Statement No. 33-20872 is incorporated by reference. (17)(b) Code of Ethics adopted under Rule 17j-1 for Registrant's principal underwriter, dated April 2008, filed electronically on or about April 25, 2008 as Exhibit (p)(2) to RiverSource Variable Series Trust Post-Effective Amendment No. 3 to Registration Statement No. 333-146374 is incorporated by reference. (17)(c) Code of Ethics adopted under Rule 17j-1 for Registrant's investment adviser, dated Nov. 15, 2008, filed electronically on or about Nov. 25, 2008 as Exhibit (p)(3) to RiverSource Investment Series, Inc. Post-Effective Amendment No. 121 to Registration Statement No. 2-11328 is incorporated by reference. (17)(d) Prospectus, dated May 1, 2008, for Seligman Common Stock Fund, Inc. to be filed by Amendment. (17)(e) Prospectus, dated Sept. 29, 2008, for RiverSource Large Cap Equity Fund to be filed by Amendment. (17)(f) Prospectus, dated Sept. 29, 2008, for RiverSource Disciplined Equity Fund to be filed by Amendment. (17)(g) Statement of Additional Information, dated May 1, 2008, for Seligman Common Stock Fund, Inc. to be filed by Amendment. (17)(h) Statement of Additional Information, dated April 1, 2009, for RiverSource Disciplined Equity Fund and RiverSource Large Cap Equity Fund to be filed by Amendment. (17)(i) Annual Report for the period ended December 31, 2008 for RiverSource Common Stock Fund, Inc. to be filed by Amendment. (17)(j) Annual Report for the period ended July 31, 2008 for RiverSource Large Cap Equity Fund to be filed by Amendment. (17)(k) Annual Report for the period ended July 31, 2008 for RiverSource Disciplined Equity Fund to be filed by Amendment. (17)(l) Semiannual Report for the period ended January 31, 2009 for RiverSource Large Cap Equity Fund to be filed by Amendment. (17)(m) Semiannual Report for the period ended January 31, 2009 for RiverSource Disciplined Equity Fund to be filed by Amendment. Item 17. Undertakings. (1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. (3) The Registrant undertakes to file by Post-Effective Amendment an Opinion of Counsel supporting the tax consequences of the proposed reorganization within a reasonable time after receipt of such opinion. SIGNATURES As required by the Securities Act of 1933, as amended, this Registration Statement has been signed on behalf of the Registrant, in the City of Minneapolis, and State of Minnesota on the 25th day of Feb., 2009. RIVERSOURCE LARGE CAP SERIES, INC. By /s/ Patrick T. Bannigan ---------------------------------- Patrick T. Bannigan President By /s/ Jeffrey P. Fox ---------------------------------- Jeffrey P. Fox Treasurer As required by the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 25th day of Feb., 2009.
Signature Capacity - --------- -------- /s/ Stephen R. Lewis, Jr.* Chair of the Board - ------------------------------------- Stephen R. Lewis, Jr. /s/ Kathleen A. Blatz* Director - ------------------------------------- Kathleen A. Blatz /s/ Arne H. Carlson* Director - ------------------------------------- Arne H. Carlson /s/ Pamela G. Carlton* Director - ------------------------------------- Pamela G. Carlton /s/ Patricia M. Flynn* Director - ------------------------------------- Patricia M. Flynn /s/ Anne P. Jones* Director - ------------------------------------- Anne P. Jones
Signature Capacity - --------- -------- /s/ Jeffrey Laikind* Director - ------------------------------------- Jeffrey Laikind /s/ John F. Maher* Director - ------------------------------------- John F. Maher /s/ Catherine James Paglia* Director - ------------------------------------- Catherine James Paglia /s/ Leroy C. Richie* Director - ------------------------------------- Leroy C. Richie /s/ Alison Taunton-Rigby* Director - ------------------------------------- Alison Taunton-Rigby /s/ William F. Truscott* Director - ------------------------------------- William F. Truscott
* Signed pursuant to Directors/Trustees Power of Attorney, dated Jan. 8, 2009, filed electronically herewith as Exhibit (16), by: /s/ Scott R. Plummer - ------------------------------------- Scott R. Plummer EXHIBIT INDEX (16) Directors/Trustees Power of Attorney to sign this Registration Statement and its amendments, dated Jan. 8, 2009. EX-99.16 2 c49443exv99w16.txt EX-99.16 . . . DIRECTORS POWER OF ATTORNEY City of Minneapolis State of Minnesota Each of the undersigned, as directors of the below listed open-end investment company:
1940 Act Reg. Number ----------- RIVERSOURCE DIVERSIFIED INCOME SERIES, INC. 811-2503 RIVERSOURCE GLOBAL SERIES, INC. 811-5696 RIVERSOURCE GOVERNMENT INCOME SERIES, INC. 811-4260 RIVERSOURCE HIGH YIELD INCOME SERIES, INC. 811-3848 RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC. 811-10427 RIVERSOURCE INVESTMENT SERIES, INC. 811-54 RIVERSOURCE LARGE CAP SERIES, INC. 811-2111 RIVERSOURCE MARKET ADVANTAGE SERIES, INC. 811-5897 RIVERSOURCE MONEY MARKET SERIES, INC. 811-2591 RIVERSOURCE STRATEGY SERIES, INC. 811-3956 SELIGMAN GLOBAL FUND SERIES, INC. 811-06485 SELIGMAN GROWTH FUND, INC. 811-00229 SELIGMAN MUNICIPAL FUND SERIES, INC. 811-03828 SELIGMAN VALUE FUND SERIES, INC. 811-08031
hereby constitutes and appoints Stephen R. Lewis, Jr., any other member of the Boards, and Scott R. Plummer, or any one of these persons individually as her or his attorney-in-fact and agent to file and sign for her or him in her or his name, place and stead any Registration Statement on Form N-14 (including any and all amendments thereto) relating to the following mergers: Seligman Core Fixed Income Fund, Inc., into RiverSource Diversified Bond Fund, a series of RiverSource Diversified Income Series, Inc., Seligman Emerging Markets Fund, a series of Seligman Global Fund Series, Inc., into Threadneedle Emerging Markets Fund, a series of RiverSource Global Series, Inc., and Seligman Global Growth Fund, a series of Seligman Global Fund Series, Inc., into Threadneedle Global Equity Fund, a series of RiverSource Global Series, Inc., Seligman U.S. Government Securities Fund, a series of Seligman High Income Fund Series, into RiverSource Short Duration U.S. Government Fund, a series of RiverSource Government Income Series, Inc., Seligman High-Yield Fund, a series of Seligman High Income Fund Series, into RiverSource High Yield Bond Fund, a series of RiverSource High Yield Income Series, Inc., Seligman International Growth Fund, a series of Seligman Global Fund Series, Inc., into RiverSource Partners International Select Growth Fund, a series of RiverSource International Managers Series, Inc., Seligman Income and Growth Fund, Inc., into RiverSource Balanced Fund, a series of RiverSource Investment Series, Inc., RiverSource Large Cap Equity Fund, a series of RiverSource Large Cap Series, Inc., and Seligman Common Stock Fund, Inc., into RiverSource Disciplined Equity Fund, a series of RiverSource Large Cap Series, Inc., Seligman Asset Allocation Moderate Growth Fund, a series of Seligman Asset Allocation Series, Inc., into RiverSource Portfolio Builder Aggressive Fund, a series of RiverSource Market Advantage Series, Inc., Seligman Asset Allocation Balanced Fund, a series of Seligman Asset Allocation Series, Inc., into RiverSource Portfolio Builder Moderate Aggressive Fund, a series of RiverSource Market Advantage Series, Inc., and Seligman Asset Allocation Growth Fund and Seligman Asset Allocation Aggressive Growth Fund, each a series of Seligman Asset Allocation Series, Inc., into RiverSource Portfolio Builder Total Equity Fund, a series of RiverSource Market Advantage Series, Inc., Seligman Cash Management Fund, Inc. and RiverSource Tax-Exempt Money Market Fund, a series of RiverSource Tax-Exempt Money Market Series, Inc., into RiverSource Cash Management Fund, a series of RiverSource Money Market Series, Inc., RiverSource Large Cap Value Fund, a series of RiverSource Large Cap Series, Inc., into RiverSource Equity Value Fund, a series of RiverSource Strategy Series, Inc., RiverSource Global Technology Fund, a series of RiverSource Global Series, Inc., into Seligman Global Technology Fund, a series of Seligman Global Fund Series, Inc., RiverSource Growth Fund, a series of RiverSource Large Cap Series, Inc., into Seligman Growth Fund, Inc. Seligman Colorado Municipal Class, Seligman Georgia Municipal Class, Seligman Louisiana Municipal Class, Seligman Maryland Municipal Class, Seligman Massachusetts Municipal Class, Seligman Michigan Municipal Class, Seligman Missouri Municipal Class, Seligman Ohio Municipal Class, Seligman Oregon Municipal Class and Seligman South Carolina Municipal Class, each a series of Seligman Municipal Fund Series, Inc., Seligman Florida Municipal Series and Seligman North Carolina Municipal Series, each a series of Seligman Municipal Series Trust, Seligman New Jersey Municipal Fund, Inc. and Seligman Pennsylvania Municipal Fund Series into Seligman National Municipal Class, a series of Seligman Municipal Fund Series, Inc., RiverSource Small Cap Advantage Fund, a series of RiverSource Strategy Series, Inc., into Seligman Smaller-Cap Value Fund, a series of Seligman Value Fund Series, Inc., and any other document, upon the advice of counsel, filed by RIVERSOURCE DIVERSIFIED INCOME SERIES, INC., RIVERSOURCE GLOBAL SERIES, INC., RIVERSOURCE GOVERNMENT INCOME SERIES, INC, RIVERSOURCE HIGH YIELD INCOME SERIES, INC., RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC., RIVERSOURCE INVESTMENT SERIES, INC., RIVERSOURCE LARGE CAP SERIES, INC., RIVERSOURCE MARKET ADVANTAGE SERIES, INC., RIVERSOURCE MONEY MARKET SERIES, INC., RIVERSOURCE STRATEGY SERIES, INC., SELIGMAN GLOBAL FUND SERIES, INC., SELIGMAN GROWTH FUND, INC., SELIGMAN MUNICIPAL FUND SERIES, INC., AND SELIGMAN VALUE FUND SERIES, INC. with the Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933 and the Investment Company Act of 1940; and grants them the full power and authority to do and perform each and every act required and necessary to be done in connection therewith. Dated the 8th day of January, 2009. /s/ Kathleen A. Blatz /s/ Stephen R. Lewis, Jr. - ------------------------------------- ---------------------------------------- Kathleen A. Blatz Stephen R. Lewis, Jr. /s/ Arne H. Carlson /s/ John F. Maher - ------------------------------------- ---------------------------------------- Arne H. Carlson John F. Maher /s/ Pamela G. Carlton /s/ Catherine James Paglia - ------------------------------------- ---------------------------------------- Pamela G. Carlton Catherine James Paglia /s/ Patricia M. Flynn /s/ Leroy C. Richie - ------------------------------------- ---------------------------------------- Patricia M. Flynn Leroy C. Richie /s/ Anne P. Jones /s/ Alison Taunton-Rigby - ------------------------------------- ---------------------------------------- Anne P. Jones Alison Taunton-Rigby /s/ Jeffrey Laikind /s/ William F. Truscott - ------------------------------------- ---------------------------------------- Jeffrey Laikind William F. Truscott -----END PRIVACY-ENHANCED MESSAGE-----