RIVERSOURCE [LOGO](SM)
                                                               INVESTMENTS



                   PROSPECTUS SUPPLEMENT -- DEC. 11, 2006
                                                               
RiverSource Disciplined Equity Fund -- Prospectus (9/29/06)        S-6263-99 F


Effective Dec. 11, 2006 the following changes will be implemented for Class
Y: renaming Class Y as Class R4, terminating the shareholder servicing
agreement, revising the fee structure under the transfer agent agreement
from account-based to asset-based, and adopting a plan administration
services agreement.

This Supplement also describes the following additional classes of shares:
Class R2, Class R3, Class R5 and Class W. The information below supplements
the relevant sections of the prospectus. The caption headings used in this
Supplement correspond to the caption headings used in the prospectus. Upon
the effective date of implementing the changes for Class Y all references to
Class Y throughout the Fund's prospectus are omitted.

You may purchase these shares only if you are an eligible investor, as
described under the caption "Buying and Selling Shares" below.

PAST PERFORMANCE
Class R2, Class R3, Class R5 and Class W are new as of the date of this
supplement, and therefore performance information is not shown. Please note
that you will find performance returns for other classes of shares of the
Fund, together with returns of one or more broad measures of market
performance, in the performance table of the prospectus. The performance
table is intended to indicate some of the risks of investing in the Fund by
showing changes in the Fund's performance over time.

Past performance for Class R2 for the period prior to the beginning of
operations for that class may be calculated based on the performance of
Class B. Past performance for Class R3 and Class W for the period prior to
the beginning of operations for that class may be calculated based on the
performance of Class A. Past performance for Class R5 for the period prior
to the beginning of operations for that class may be calculated based on the
performance of Class R4. In each case, the blended class performance will be
adjusted to reflect differences in sales charges, but not differences in
annual Fund operating expenses (for example, 12b-1 fees). The use of blended
performance generally results in higher performance for classes with higher
operating expenses than those of the class with which they are blended, and
lower performance for classes with lower operating expenses than those of
the class with which they are blended.

FEES AND EXPENSES
Fund investors pay various expenses. The table describes the fees and
expenses that you may pay if you buy and hold shares of the Fund. Expenses
in the table have been adjusted to reflect current fees.

The table is supplemented as follows:



SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
                                                               ALL CLASS Rs        CLASS W
                                                                             
Maximum sales charge (load) imposed on
purchases (as a percentage of offering price)                      None             None
- ---------------------------------------------------------------------------------------------
Maximum deferred sales charge (load) imposed on sales
(as a percentage of offering price at time of purchase)            None             None
- ---------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
S-6263-9 C (12/06)



ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS:           R2                R3              R4(a)              R5                W
                                                                                                            
Management fees(b)                                    0.61%             0.61%            0.61%             0.61%            0.61%
Distribution (12b-1) fees                             0.50%             0.25%            0.00%             0.00%            0.25%
Other expenses(c)                                     0.38%             0.38%            0.38%             0.13%            0.28%
Total                                                 1.49%             1.24%            0.99%             0.74%            1.14%
Fee waiver/expense reimbursement                      0.02%             0.02%            0.14%             0.02%            0.02%
Net expenses(d)                                       1.47%             1.22%            0.85%             0.72%            1.12%

(a)  In September 2006, with respect to Class Y, the Board approved renaming
     Class Y as Class R4, terminating the shareholder servicing agreement,
     revising the fee structure under the transfer agent agreement from
     account-based to asset-based, and adopting a plan administration
     services agreement.
(b)  Includes the impact of a performance incentive adjustment fee that
     increased the management fee by 0.01% for the most recent fiscal year.
     The index against which the Fund's performance is measured for purposes
     of determining the performance incentive adjustment is the Lipper
     Large-Cap Core Funds Index. See "Fund Management and Compensation" for
     more information.
(c)  For Class R2, Class R3, Class R5 and Class W, other expenses are based
     on estimated amounts for the current fiscal year. For Class R4,
     expenses have been restated to reflect the revised fee structure
     approved by the Board. Other expenses include an administrative
     services fee, a transfer agency fee, a custody fee, other nonadvisory
     expenses and, for Class R2, Class R3 and Class R4, a plan
     administration services fee.
(d)  The investment manager and its affiliates have contractually agreed to
     waive certain fees and to absorb certain expenses until July 31, 2007,
     unless sooner terminated at the discretion of the Fund's Board. Any
     amounts waived will not be reimbursed by the Fund. Under this
     agreement, net expenses, before giving effect to any performance
     incentive adjustment, will not exceed 1.46% for Class R2, 1.21% for
     Class R3, 0.84% for Class R4, 0.71% for Class R5 and 1.11% for Class W.


EXAMPLE
This example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds. The table is
supplemented as follows:


                   1 YEAR           3 YEARS          5 YEARS         10 YEARS
                                                         
Class R2            $150             $469              $812           $1,783
Class R3            $124             $392              $680           $1,503
Class R4            $ 87             $302              $534           $1,205
Class R5            $ 74             $235              $410           $  920
Class W             $114             $361              $627           $1,389


BUYING AND SELLING SHARES
The description of Investment Options is supplemented as follows:

If you are an eligible investor, you may purchase Class R2, Class R3, Class
R4, Class R5 or Class W shares at net asset value. These share classes do
not have an initial sales charge or CDSC on redemption and do not convert to
any other class of shares. Class R2, Class R3 and Class W shares pay an
annual distribution and shareholder servicing (12b-1) fee. Because this fee
is paid out of the Fund's assets on an on going basis, over time the fee
will increase the cost of your investment and may cost you more than paying
other types of distribution (sales) or servicing charges. Investments in
Class R2, Class R3, Class R4, Class R5 and Class W are not eligible to be
included in determining the sales charge for purchases of Class A shares.

ELIGIBLE INVESTORS
Class R shares are available to the following investors:
o    Qualified employee benefit plans.
o    Trust companies or similar institutions, and charitable organizations
     that meet the definition in Section 501(c)(3) of the Internal Revenue
     Code.
o    Non-qualified deferred compensation plans whose participants are
     included in a qualified employee benefit plan described above.
o    State sponsored college savings plans established under Section 529 of
     the Internal Revenue Code.

Class R shares generally are not available to retail non-retirement
accounts, traditional and Roth IRAs, Coverdell Educational Savings Accounts,
SEPs, SAR-SEPs, SIMPLE IRAs and individual 403(b) plans.

Class W shares are available to the following investors:
o    Investors purchasing through authorized investment programs managed by
     investment professionals, including discretionary managed account
     programs.

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 outside of a discretionary managed
account.

In addition, the distributor, in its sole discretion, may accept investments
from other purchasers not listed above.

- --------------------------------------------------------------------------------
                                   -- 2 --


The distribution and shareholder servicing fees for Class R2, Class R3 and
Class W are subject to the requirements of Rule 12b-1 under the Investment
Company Act of 1940, as amended, and are used to reimburse the distributor
for certain expenses it incurs in connection with distributing the Fund's
shares and providing services to Fund shareholders. These expenses include
payment of distribution and shareholder servicing fees to financial
institutions that sell shares of the Fund, up to 0.50% of the average daily
net assets of Class R2 shares sold and held through them, and up to 0.25% of
the average daily net assets, respectively, of Class R3 and Class W shares
sold and held through them. The distributor begins to pay the fees to
financial institutions immediately after purchase. Financial institutions
may compensate their financial advisors with the distribution and
shareholder servicing fees paid to them by the distributor.

In addition, Class R2, Class R3 and Class R4 pay an annual plan
administration services fee of 0.25% from assets attributable to the
respective class for the provision of various administrative, recordkeeping,
communication or educational services.

The discussion of Opening an Account is supplemented as follows:

You may purchase, sell or exchange Class R2, Class R3, Class R4, Class R5
and Class W shares only through the distributor or an authorized financial
institution. Generally you may exchange your Class R2, Class R3, Class R4,
Class R5 and Class W shares only for shares of the same class of another
RiverSource fund.



MINIMUM INVESTMENT AND ACCOUNT BALANCE
                                                                      CLASS W
                                                                   
INITIAL INVESTMENT                                                     $500
- -------------------------------------------------------------------------------
ADDITIONAL INVESTMENT                                                  None
- -------------------------------------------------------------------------------
ACCOUNT BALANCE                                                        $500
- -------------------------------------------------------------------------------


The following information is added to the "Additional Services and
Compensation" section:

Plan Administration Services. Under a Plan Administration Services Agreement
the Fund pays for plan administration services, including recordkeeping,
communication or educational services to 529 and retirement plan sponsors,
plans and plan participants. Fees paid by a fund for these services are
included under "Other expenses" in the expense table under "Fees and
Expenses."

References to the Class Y shareholder servicing plan are omitted.

The following information replaces the "Affiliated Funds of Funds" paragraph
in the "Additional Management Information" section:

AFFILIATED PRODUCTS. RiverSource Investments also serves as investment
manager to RiverSource funds that provide asset-allocation services to
shareholders by investing in shares of other RiverSource funds (Funds of
Funds) and to discretionary managed accounts (collectively referred to as
"affiliated products"). A fund may experience relatively large purchases or
redemptions from the affiliated products. Although RiverSource Investments
seeks to minimize the impact of these transactions by structuring them over
a reasonable period of time or through other measures, a fund may experience
increased expenses as it buys and sells securities to manage transactions
for the affiliated products. In addition, because the affiliated products
may own a substantial portion of a fund, a redemption by one or more
affiliated products could cause a fund's expense ratio to increase as the
fund's fixed costs would be spread over a smaller asset base. RiverSource
Investments monitors expense levels and is committed to offering funds that
are competitively priced. RiverSource Investments will report to the Board
on the steps it has taken to manage any potential conflicts.

- --------------------------------------------------------------------------------
                                   -- 3 --


                                                         RIVERSOURCE [LOGO](SM)
                                                               INVESTMENTS



                   PROSPECTUS SUPPLEMENT -- DEC. 11, 2006
                                                             
RiverSource Growth Fund -- Prospectus (9/29/06)                  S-6455-99 AA


Effective Dec. 11, 2006 the following changes will be implemented for Class
Y: renaming Class Y as Class R4, terminating the shareholder servicing
agreement, revising the fee structure under the transfer agent agreement
from account-based to asset-based, and adopting a plan administration
services agreement.

This Supplement also describes the following additional classes of shares:
Class R2, Class R3, Class R5 and Class W. The information below supplements
the relevant sections of the prospectus. The caption headings used in this
Supplement correspond to the caption headings used in the prospectus. Upon
the effective date of implementing the changes for Class Y all references to
Class Y throughout the Fund's prospectus are omitted.

You may purchase these shares only if you are an eligible investor, as
described under the caption "Buying and Selling Shares" below.

PAST PERFORMANCE
Class R2, Class R3, Class R5 and Class W are new as of the date of this
supplement, and therefore performance information is not shown. Please note
that you will find performance returns for other classes of shares of the
Fund, together with returns of one or more broad measures of market
performance, in the performance table of the prospectus. The performance
table is intended to indicate some of the risks of investing in the Fund by
showing changes in the Fund's performance over time.

Past performance for Class R2 for the period prior to the beginning of
operations for that class may be calculated based on the performance of
Class B. Past performance for Class R3 and Class W for the period prior to
the beginning of operations for that class may be calculated based on the
performance of Class A. Past performance for Class R5 for the period prior
to the beginning of operations for that class may be calculated based on the
performance of Class R4. In each case, the blended class performance will be
adjusted to reflect differences in sales charges, but not differences in
annual Fund operating expenses (for example, 12b-1 fees). The use of blended
performance generally results in higher performance for classes with higher
operating expenses than those of the class with which they are blended, and
lower performance for classes with lower operating expenses than those of
the class with which they are blended.

FEES AND EXPENSES
Fund investors pay various expenses. The table describes the fees and
expenses that you may pay if you buy and hold shares of the Fund. Expenses
in the table have been adjusted to reflect current fees.

The table is supplemented as follows:



SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
                                                                      ALL CLASS Rs   CLASS W
                                                                               
Maximum sales charge (load) imposed on
purchases (as a percentage of offering price)                             None         None
- -----------------------------------------------------------------------------------------------
Maximum deferred sales charge (load) imposed on sales
(as a percentage of offering price at time of purchase                    None         None
- -----------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
S-6455-9 C (12/06)



ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS:           R2                R3              R4(a)              R5                W
                                                                                                            
Management fees(b)                                    0.59%             0.59%            0.59%             0.59%            0.59%
Distribution (12b-1) fees                             0.50%             0.25%            0.00%             0.00%            0.25%
Other expenses(c)                                     0.39%             0.39%            0.39%             0.14%            0.29%
Total                                                 1.48%             1.23%            0.98%(d)          0.73%            1.13%

(a)  In September 2006, with respect to Class Y, the Board approved renaming
     Class Y as Class R4, terminating the shareholder servicing agreement,
     revising the fee structure under the transfer agent agreement from
     account-based to asset-based, and adopting a plan administration
     services agreement.
(b)  Includes the impact of a performance incentive adjustment fee that
     increased the management fee by 0.02% for the most recent fiscal year.
     The index against which the Fund's performance is measured for purposes
     of determining the performance incentive adjustment is the Lipper
     Large-Cap Growth Funds Index. See "Fund Management and Compensation"
     for more information.
(c)  For Class R2, Class R3, Class R5 and Class W, other expenses are based
     on estimated amounts for the current fiscal year. For Class R4,
     expenses have been restated to reflect the revised fee structure
     approved by the Board. Other expenses include an administrative
     services fee, a transfer agency fee, a custody fee, other nonadvisory
     expenses and, for Class R2, Class R3 and Class R4, a plan
     administration services fee.
(d)  The investment manager and its affiliates have contractually agreed to
     waive certain fees and to absorb certain expenses until July 31, 2007,
     unless sooner terminated at the discretion of the Fund's Board. Any
     amounts waived will not be reimbursed by the Fund. Under this
     agreement, net expenses, before giving effect to any performance
     incentive adjustment, will not exceed 0.97% for Class R4.


EXAMPLE
This example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds. The table is
supplemented as follows:


                 1 YEAR          3 YEARS         5 YEARS         10 YEARS
                                                    
Class R2           $151             $468           $809           $1,774
Class R3           $125             $391           $677           $1,494
Class R4           $100             $312           $543           $1,206
Class R5           $ 75             $234           $407           $  910
Class W            $115             $359           $623           $1,379


BUYING AND SELLING SHARES
The description of Investment Options is supplemented as follows:

If you are an eligible investor, you may purchase Class R2, Class R3, Class
R4, Class R5 or Class W shares at net asset value. These share classes do
not have an initial sales charge or CDSC on redemption and do not convert to
any other class of shares. Class R2, Class R3 and Class W shares pay an
annual distribution and shareholder servicing (12b-1) fee. Because this fee
is paid out of the Fund's assets on an ongoing basis, over time the fee will
increase the cost of your investment and may cost you more than paying other
types of distribution (sales) or servicing charges. Investments in Class R2,
Class R3, Class R4, Class R5 and Class W are not eligible to be included in
determining the sales charge for purchases of Class A shares.

ELIGIBLE INVESTORS
Class R shares are available to the following investors:
o    Qualified employee benefit plans.
o    Trust companies or similar institutions, and charitable organizations
     that meet the definition in Section 501(c)(3) of the Internal Revenue
     Code.
o    Non-qualified deferred compensation plans whose participants are
     included in a qualified employee benefit plan described above.
o    State sponsored college savings plans established under Section 529 of
     the Internal Revenue Code.

Class R shares generally are not available to retail non-retirement
accounts, traditional and Roth IRAs, Coverdell Educational Savings Accounts,
SEPs, SAR-SEPs, SIMPLE IRAs and individual 403(b) plans.

Class W shares are available to the following investors:
o    Investors purchasing through authorized investment programs managed by
     investment professionals, including discretionary managed account
     programs.

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 outside of a discretionary managed
account.

In addition, the distributor, in its sole discretion, may accept investments
from other purchasers not listed above.

- --------------------------------------------------------------------------------
                                   -- 2 --


The distribution and shareholder servicing fees for Class R2, Class R3 and
Class W are subject to the requirements of Rule 12b-1 under the Investment
Company Act of 1940, as amended, and are used to reimburse the distributor
for certain expenses it incurs in connection with distributing the Fund's
shares and providing services to Fund shareholders. These expenses include
payment of distribution and shareholder servicing fees to financial
institutions that sell shares of the Fund, up to 0.50% of the average daily
net assets of Class R2 shares sold and held through them, and up to 0.25% of
the average daily net assets, respectively, of Class R3 and Class W shares
sold and held through them. The distributor begins to pay the fees to
financial institutions immediately after purchase. Financial institutions
may compensate their financial advisors with the distribution and
shareholder servicing fees paid to them by the distributor.

In addition, Class R2, Class R3 and Class R4 pay an annual plan
administration services fee of 0.25% from assets attributable to the
respective class for the provision of various administrative, recordkeeping,
communication or educational services.

The discussion of Opening an Account is supplemented as follows:

You may purchase, sell or exchange Class R2, Class R3, Class R4, Class R5
and Class W shares only through the distributor or an authorized financial
institution. Generally you may exchange your Class R2, Class R3, Class R4,
Class R5 and Class W shares only for shares of the same class of another
RiverSource fund.



MINIMUM INVESTMENT AND ACCOUNT BALANCE
                                                                       CLASS W
                                                                    
INITIAL INVESTMENT                                                      $500
- ------------------------------------------------------------------------------
ADDITIONAL INVESTMENT                                                   None
- ------------------------------------------------------------------------------
ACCOUNT BALANCE                                                         $500
- ------------------------------------------------------------------------------


The following information is added to the "Additional Services and
Compensation" section:

Plan Administration Services. Under a Plan Administration Services Agreement
the Fund pays for plan administration services, including recordkeeping,
communication or educational services to 529 and retirement plan sponsors,
plans and plan participants. Fees paid by a fund for these services are
included under "Other expenses" in the expense table under "Fees and
Expenses."

References to the Class Y shareholder servicing plan are omitted.

The following information replaces the "Affiliated Funds of Funds" paragraph
in the "Additional Management Information" section:

AFFILIATED PRODUCTS. RiverSource Investments also serves as investment
manager to RiverSource funds that provide asset-allocation services to
shareholders by investing in shares of other RiverSource funds (Funds of
Funds) and to discretionary managed accounts (collectively referred to as
"affiliated products"). A fund may experience relatively large purchases or
redemptions from the affiliated products. Although RiverSource Investments
seeks to minimize the impact of these transactions by structuring them over
a reasonable period of time or through other measures, a fund may experience
increased expenses as it buys and sells securities to manage transactions
for the affiliated products. In addition, because the affiliated products
may own a substantial portion of a fund, a redemption by one or more
affiliated products could cause a fund's expense ratio to increase as the
fund's fixed costs would be spread over a smaller asset base. RiverSource
Investments monitors expense levels and is committed to offering funds that
are competitively priced. RiverSource Investments will report to the Board
on the steps it has taken to manage any potential conflicts.

- --------------------------------------------------------------------------------
                                   -- 3 --


                                                         RIVERSOURCE [LOGO](SM)
                                                               INVESTMENTS



                   PROSPECTUS SUPPLEMENT -- DEC. 11, 2006
                                                               
RiverSource Large Cap Equity Fund -- Prospectus (9/29/06)          S-6244-99 G


Effective Dec. 11, 2006 the following changes will be implemented for Class
Y: renaming Class Y as Class R4, terminating the shareholder servicing
agreement, revising the fee structure under the transfer agent agreement
from account-based to asset-based, and adopting a plan administration
services agreement.

This Supplement also describes the following additional classes of shares:
Class R2, Class R3 and Class R5. The information below supplements the
relevant sections of the prospectus. The caption headings used in this
Supplement correspond to the caption headings used in the prospectus. Upon
the effective date of implementing the changes for Class Y all references to
Class Y throughout the Fund's prospectus are omitted.

You may purchase these shares only if you are an eligible investor, as
described under the caption "Buying and Selling Shares" below.

PAST PERFORMANCE
Class R2, Class R3 and Class R5 are new as of the date of this supplement,
and therefore performance information is not shown. Please note that you
will find performance returns for other classes of shares of the Fund,
together with returns of one or more broad measures of market performance,
in the performance table of the prospectus. The performance table is
intended to indicate some of the risks of investing in the Fund by showing
changes in the Fund's performance over time.

Past performance for Class R2 for the period prior to the beginning of
operations for that class may be calculated based on the performance of
Class B. Past performance for Class R3 for the period prior to the beginning
of operations for that class may be calculated based on the performance of
Class A. Past performance for Class R5 for the period prior to the beginning
of operations for that class may be calculated based on the performance of
Class R4. In each case, the blended class performance will be adjusted to
reflect differences in sales charges, but not differences in annual Fund
operating expenses (for example, 12b-1 fees). The use of blended performance
generally results in higher performance for classes with higher operating
expenses than those of the class with which they are blended, and lower
performance for classes with lower operating expenses than those of the
class with which they are blended.

FEES AND EXPENSES
Fund investors pay various expenses. The table describes the fees and
expenses that you may pay if you buy and hold shares of the Fund. Expenses
in the table have been adjusted to reflect current fees.

The table is supplemented as follows:



SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
                                                                                                                 ALL CLASS Rs
                                                                                                                 
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)                                 None
- -------------------------------------------------------------------------------------------------------------------------------
Maximum deferred sales charge (load) imposed on sales (as a percentage of offering price at time of purchase)        None
- -------------------------------------------------------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
S-6244-9 C (12/06)




ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS:
                                                       R2           R3         R4(a)         R5
                                                                               
Management fees(b)                                    0.51%        0.51%       0.51%        0.51%
Distribution (12b-1) fees                             0.50%        0.25%       0.00%        0.00%
Other expenses(c)                                     0.37%        0.37%       0.37%        0.12%
Total                                                 1.38%        1.13%       0.88%        0.63%
Fee waiver/expense reimbursement                       N/A          N/A        0.03%         N/A
Net expenses                                           N/A          N/A        0.85%(d)      N/A

(a)  In September 2006, with respect to Class Y, the Board approved renaming
     Class Y as Class R4, terminating the shareholder servicing agreement,
     revising the fee structure under the transfer agent agreement from
     account-based to asset-based, and adopting a plan administration
     services agreement.
(b)  Includes the impact of a performance incentive adjustment fee that
     decreased the management fee by 0.05% for the most recent fiscal year.
     The index against which the Fund's performance is measured for purposes
     of determining the performance incentive adjustment is the Lipper
     Large-Cap Core Funds Index. See "Fund Management and Compensation" for
     more information.
(c)  For Class R2, Class R3 and Class R5, other expenses are based on
     estimated amounts for the current fiscal year. For Class R4, expenses
     have been restated to reflect the revised fee structure approved by the
     Board. Other expenses include an administrative services fee, a
     transfer agency fee, a custody fee, other nonadvisory expenses and, for
     Class R2, Class R3 and Class R4, a plan administration services fee.

(d)  The investment manager and its affiliates have contractually agreed to
     waive certain fees and to absorb certain expenses until July 31, 2007,
     unless sooner terminated at the discretion of the Fund's Board. Any
     amounts waived will not be reimbursed by the Fund. Under this
     agreement, net expenses, before giving effect to any performance
     incentive adjustment, will not exceed 0.90% for Class R4.


EXAMPLE
This example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds. The table is
supplemented as follows:


                   1 YEAR       3 YEARS       5 YEARS     10 YEARS
                                              
Class R2            $140         $437          $756        $1,662
Class R3            $115         $359          $623        $1,379
Class R4            $ 87         $278          $486        $1,086
Class R5            $ 64         $202          $352        $  790


BUYING AND SELLING SHARES
The description of Investment Options is supplemented as follows:

If you are an eligible investor, you may purchase Class R2, Class R3, Class
R4 or Class R5 shares at net asset value. These share classes do not have an
initial sales charge or CDSC on redemption and do not convert to any other
class of shares. Class R2 and Class R3 shares pay an annual distribution and
shareholder servicing (12b-1) fee. Because this fee is paid out of the
Fund's assets on an on going basis, over time the fee will increase the cost
of your investment and may cost you more than paying other types of
distribution (sales) or servicing charges. Investments in Class R2, Class
R3, Class R4 and Class R5 are not eligible to be included in determining the
sales charge for purchases of Class A shares.

ELIGIBLE INVESTORS
Class R shares are available to the following investors:
o    Qualified employee benefit plans.
o    Trust companies or similar institutions, and charitable organizations
     that meet the definition in Section 501(c)(3) of the Internal Revenue
     Code.
o    Non-qualified deferred compensation plans whose participants are
     included in a qualified employee benefit plan described above.
o    State sponsored college savings plans established under Section 529 of
     the Internal Revenue Code.

Class R shares generally are not available to retail non-retirement
accounts, traditional and Roth IRAs, Coverdell Educational Savings Accounts,
SEPs, SAR-SEPs, SIMPLE IRAs and individual 403(b) plans.

In addition, the distributor, in its sole discretion, may accept investments
from other purchasers not listed above.

The distribution and shareholder servicing fees for Class R2 and Class R3
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 providing services to Fund shareholders. These expenses include payment
of distribution and shareholder servicing fees to financial institutions
that sell shares of the Fund, up to 0.50% of the average daily net assets of
Class R2 shares sold and held through them, and up to 0.25% of the average
daily net assets of Class R3 shares sold and held through them. The
distributor begins to pay the fees to financial institutions immediately
after purchase. Financial institutions may compensate their financial
advisors with the distribution and shareholder servicing fees paid to them
by the distributor.

- --------------------------------------------------------------------------------
                                  -- 2 --


In addition, Class R2, Class R3 and Class R4 pay an annual plan
administration services fee of 0.25% from assets attributable to the
respective class for the provision of various administrative, recordkeeping,
communication or educational services.

The discussion of Opening an Account is supplemented as follows:

You may purchase, sell or exchange Class R2, Class R3, Class R4 and Class R5
shares only through the distributor or an authorized financial institution.
Generally you may exchange your Class R2, Class R3, Class R4 and Class R5
shares only for shares of the same class of another RiverSource fund.

The following information is added to the "Additional Services and
Compensation" section:

Plan Administration Services. Under a Plan Administration Services Agreement
the Fund pays for plan administration services, including recordkeeping,
communication or educational services to 529 and retirement plan sponsors,
plans and plan participants. Fees paid by a fund for these services are
included under "Other expenses" in the expense table under "Fees and
Expenses."

References to the Class Y shareholder servicing plan are omitted.

The following information replaces the "Affiliated Funds of Funds" paragraph
in the "Additional Management Information" section:

AFFILIATED PRODUCTS. RiverSource Investments also serves as investment
manager to RiverSource funds that provide asset-allocation services to
shareholders by investing in shares of other RiverSource funds (Funds of
Funds) and to discretionary managed accounts (collectively referred to as
"affiliated products"). A fund may experience relatively large purchases or
redemptions from the affiliated products. Although RiverSource Investments
seeks to minimize the impact of these transactions by structuring them over
a reasonable period of time or through other measures, a fund may experience
increased expenses as it buys and sells securities to manage transactions
for the affiliated products. In addition, because the affiliated products
may own a substantial portion of a fund, a redemption by one or more
affiliated products could cause a fund's expense ratio to increase as the
fund's fixed costs would be spread over a smaller asset base. RiverSource
Investments monitors expense levels and is committed to offering funds that
are competitively priced. RiverSource Investments will report to the Board
on the steps it has taken to manage any potential conflicts.

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                                  -- 3 --


                                                         RIVERSOURCE [LOGO](SM)
                                                               INVESTMENTS



                   PROSPECTUS SUPPLEMENT -- DEC. 11, 2006
                                                               
RiverSource Large Cap Value Fund -- Prospectus (9/29/06)           S-6246-99 G


Effective Dec. 11, 2006 the following changes will be implemented for Class
Y: renaming Class Y as Class R4, terminating the shareholder servicing
agreement, revising the fee structure under the transfer agent agreement
from account-based to asset-based, and adopting a plan administration
services agreement.

This Supplement also describes the following additional classes of shares:
Class R2, Class R3 and Class R5. The information below supplements the
relevant sections of the prospectus. The caption headings used in this
Supplement correspond to the caption headings used in the prospectus. Upon
the effective date of implementing the changes for Class Y all references to
Class Y throughout the Fund's prospectus are omitted.

You may purchase these shares only if you are an eligible investor, as
described under the caption "Buying and Selling Shares" below.

PAST PERFORMANCE
Class R2, Class R3 and Class R5 are new as of the date of this supplement,
and therefore performance information is not shown. Please note that you
will find performance returns for other classes of shares of the Fund,
together with returns of one or more broad measures of market performance,
in the performance table of the prospectus. The performance table is
intended to indicate some of the risks of investing in the Fund by showing
changes in the Fund's performance over time.

Past performance for Class R2 for the period prior to the beginning of
operations for that class may be calculated based on the performance of
Class B. Past performance for Class R3 for the period prior to the beginning
of operations for that class may be calculated based on the performance of
Class A. Past performance for Class R5 for the period prior to the beginning
of operations for that class may be calculated based on the performance of
Class R4. In each case, the blended class performance will be adjusted to
reflect differences in sales charges, but not differences in annual Fund
operating expenses (for example, 12b-1 fees). The use of blended performance
generally results in higher performance for classes with higher operating
expenses than those of the class with which they are blended, and lower
performance for classes with lower operating expenses than those of the
class with which they are blended.

FEES AND EXPENSES
Fund investors pay various expenses. The table describes the fees and
expenses that you may pay if you buy and hold shares of the Fund. Expenses
in the table have been adjusted to reflect current fees.

The table is supplemented as follows:



SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
                                                                                                              ALL CLASS Rs
                                                                                                               
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)                               None
- --------------------------------------------------------------------------------------------------------------------------
Maximum deferred sales charge (load) imposed on sales (as a percentage of offering price at time of purchase)      None
- --------------------------------------------------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
S-6246-9 C (12/06)



ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS:          R2           R3          R4(a)         R5
                                                                               
Management fees(b)                                   0.55%        0.55%        0.55%        0.55%
Distribution (12b-1) fees                            0.50%        0.25%        0.00%        0.00%
Other expenses(c)                                    0.49%        0.49%        0.49%        0.24%
Total(d)                                             1.54%        1.29%        1.04%        0.79%

(a)  In September 2006, with respect to Class Y, the Board approved renaming
     Class Y as Class R4, terminating the shareholder servicing agreement,
     revising the fee structure under the transfer agent agreement from
     account-based to asset-based, and adopting a plan administration
     services agreement.
(b)  Includes the impact of a performance incentive adjustment fee that
     decreased the management fee by 0.05% for the most recent fiscal year.
     The index against which the Fund's performance is measured for purposes
     of determining the performance incentive adjustment is the Lipper
     Large-Cap Value Funds Index. See "Fund Management and Compensation" for
     more information.
(c)  For Class R2, Class R3 and Class R5, other expenses are based on
     estimated amounts for the current fiscal year. For Class R4, expenses
     have been restated to reflect the revised fee structure approved by the
     Board. Other expenses include an administrative services fee, a
     transfer agency fee, a custody fee, other nonadvisory expenses and, for
     Class R2, Class R3 and Class R4, a plan administration services fee.
(d)  The investment manager and its affiliates have contractually agreed to
     waive certain fees and to absorb certain expenses until July 31, 2007,
     unless sooner terminated at the discretion of the Fund's Board. Any
     amounts waived will not be reimbursed by the Fund. Under this
     agreement, net expenses, before giving effect to any performance
     incentive adjustment, will not exceed 1.69% for Class R2, 1.44% for
     Class R3, 1.12% for Class R4 and 0.94% for Class R5.


EXAMPLE
This example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds. The table is
supplemented as follows:


                  1 YEAR      3 YEARS      5 YEARS     10 YEARS
                                           
Class R2           $157         $487         $840       $1,840
Class R3           $131         $409         $709       $1,561
Class R4           $106         $331         $575       $1,276
Class R5           $ 81         $253         $440       $  982


BUYING AND SELLING SHARES
The description of Investment Options is supplemented as follows:

If you are an eligible investor, you may purchase Class R2, Class R3, Class
R4 or Class R5 shares at net asset value. These share classes do not have an
initial sales charge or CDSC on redemption and do not convert to any other
class of shares. Class R2 and Class R3 shares pay an annual distribution and
shareholder servicing (12b-1) fee. Because this fee is paid out of the
Fund's assets on an on going basis, over time the fee will increase the cost
of your investment and may cost you more than paying other types of
distribution (sales) or servicing charges. Investments in Class R2, Class
R3, Class R4 and Class R5 are not eligible to be included in determining the
sales charge for purchases of Class A shares.

ELIGIBLE INVESTORS

Class R shares are available to the following investors:
o    Qualified employee benefit plans.
o    Trust companies or similar institutions, and charitable organizations
     that meet the definition in Section 501(c)(3) of the Internal Revenue
     Code.
o    Non-qualified deferred compensation plans whose participants are
     included in a qualified employee benefit plan described above.
o    State sponsored college savings plans established under Section 529 of
     the Internal Revenue Code.

Class R shares generally are not available to retail non-retirement
accounts, traditional and Roth IRAs, Coverdell Educational Savings Accounts,
SEPs, SAR-SEPs, SIMPLE IRAs and individual 403(b) plans.

In addition, the distributor, in its sole discretion, may accept investments
from other purchasers not listed above.

The distribution and shareholder servicing fees for Class R2 and Class R3
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 providing services to Fund shareholders. These expenses include payment
of distribution and shareholder servicing fees to financial institutions
that sell shares of the Fund, up to 0.50% of the average daily net assets of
Class R2 shares sold and held through them, and up to 0.25% of the average
daily net assets of Class R3 shares sold and held through them. The
distributor begins to pay the fees to financial institutions immediately
after purchase. Financial institutions may compensate their financial
advisors with the distribution and shareholder servicing fees paid to them
by the distributor.

In addition, Class R2, Class R3 and Class R4 pay an annual plan
administration services fee of 0.25% from assets attributable to the
respective class for the provision of various administrative, recordkeeping,
communication or educational services.

- --------------------------------------------------------------------------------
                                  -- 2 --


The discussion of Opening an Account is supplemented as follows:

You may purchase, sell or exchange Class R2, Class R3, Class R4 and Class R5
shares only through the distributor or an authorized financial institution.
Generally you may exchange your Class R2, Class R3, Class R4 and Class R5
shares only for shares of the same class of another RiverSource fund.

The following information is added to the "Additional Services and
Compensation" section:

Plan Administration Services. Under a Plan Administration Services Agreement
the Fund pays for plan administration services, including recordkeeping,
communication or educational services to 529 and retirement plan sponsors,
plans and plan participants. Fees paid by a fund for these services are
included under "Other expenses" in the expense table under "Fees and
Expenses."

References to the Class Y shareholder servicing plan are omitted.

The following information replaces the "Affiliated Funds of Funds" paragraph
in the "Additional Management Information" section:

AFFILIATED PRODUCTS. RiverSource Investments also serves as investment
manager to RiverSource funds that provide asset-allocation services to
shareholders by investing in shares of other RiverSource funds (Funds of
Funds) and to discretionary managed accounts (collectively referred to as
"affiliated products"). A fund may experience relatively large purchases or
redemptions from the affiliated products. Although RiverSource Investments
seeks to minimize the impact of these transactions by structuring them over
a reasonable period of time or through other measures, a fund may experience
increased expenses as it buys and sells securities to manage transactions
for the affiliated products. In addition, because the affiliated products
may own a substantial portion of a fund, a redemption by one or more
affiliated products could cause a fund's expense ratio to increase as the
fund's fixed costs would be spread over a smaller asset base. RiverSource
Investments monitors expense levels and is committed to offering funds that
are competitively priced. RiverSource Investments will report to the Board
on the steps it has taken to manage any potential conflicts.

- --------------------------------------------------------------------------------
                                  -- 3 --