-----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, F3bTGXtSarYf+KYglYFvK/SOEGIDBF6P+Z/DKnUOK5kW4clCEqAMsmNzS9Sgmhso WVuq8p8X/wXvLLWdJNNJ3Q== 0000950123-09-048740.txt : 20091006 0000950123-09-048740.hdr.sgml : 20091006 20091006172427 ACCESSION NUMBER: 0000950123-09-048740 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20091006 DATE AS OF CHANGE: 20091006 EFFECTIVENESS DATE: 20091006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVERSOURCE GLOBAL SERIES INC CENTRAL INDEX KEY: 0000842918 IRS NUMBER: 411850486 STATE OF INCORPORATION: MN FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-157587 FILM NUMBER: 091108767 BUSINESS ADDRESS: STREET 1: 50606 AMERIPRSE FINANCIAL CENTER STREET 2: H27/5228 CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 6126714321 MAIL ADDRESS: STREET 1: 50606 AMERIPRSE FINANCIAL CENTER STREET 2: H27/5228 CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: RIVERSOURCE GLOBAL SERIES, INC. DATE OF NAME CHANGE: 20060504 FORMER COMPANY: FORMER CONFORMED NAME: AXP GLOBAL SERIES INC DATE OF NAME CHANGE: 19991228 FORMER COMPANY: FORMER CONFORMED NAME: IDS GLOBAL SERIES INC DATE OF NAME CHANGE: 19920703 0000842918 S000003513 Threadneedle Emerging Markets Fund C000009724 Threadneedle Emerging Markets Fund Class C RMCEX C000009727 Threadneedle Emerging Markets Fund Class A IDEAX C000009728 Threadneedle Emerging Markets Fund Class B IEMBX C000043004 Threadneedle Emerging Markets Fund Class R4 C000068287 Threadneedle Emerging Markets Fund Class R5 REMFX C000076523 Threadneedle Emerging Markets Fund Class R2 0000842918 S000003517 Threadneedle Global Equity Fund C000009743 Threadneedle Global Equity Fund Class C RGCEX C000009744 Threadneedle Global Equity Fund Class A IGLGX C000009745 Threadneedle Global Equity Fund Class B IDGBX C000043010 Threadneedle Global Equity Fund Class R5 RGERX C000043012 Threadneedle Global Equity Fund Class R2 485BPOS 1 c53828e485bpos.txt 485BPOS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. [___] [X] Post-Effective Amendment No. 1 (File No. 333-157587) (Check Appropriate Box or Boxes) RiverSource Global 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: It is proposed that this filing will become effective (check appropriate box) [X] immediately upon filing pursuant to paragraph (b) [ ] on (date) pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2) of rule 485. If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. Part A. Part A is incorporated by reference to that filed in Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-157587 on or about April 15, 2009. Part B. Part B is incorporated by reference to that filed in Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-157587 on or about April 15, 2009. 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, dated October 28, 1988, filed as Exhibit 1 to Registration Statement No. 33-25824, are incorporated by reference. (1)(b) Articles of Amendment, dated October 10, 1990, filed as Exhibit 1 to Registrant's Post Effective Amendment No. 9 to Registration Statement No. 33-25824, are incorporated by reference. (1)(c) Articles of Amendment, dated June 16, 1999, filed electronically as Exhibit (a)(3) to Registrant's Post-Effective Amendment No. 35 to Registration Statement No. 33-25824 filed on or about Dec. 21, 2000, are incorporated by reference. (1)(d) Articles of Amendment of AXP Global Series, Inc., dated November 14, 2002, filed electronically as Exhibit (a)(4) to Registration Statement No. 33-25824 on or about Dec. 20, 2002, are incorporated by reference. (1)(e) Articles of Amendment, dated April 21, 2006, filed electronically on or about June 2, 2006 as Exhibit (a)(5) to Registrant's Post-Effective Amendment No. 49 to Registration Statement No. 33-25824 are incorporated by reference. (1)(f) Certificate of Designation, dated April 8, 2008 filed electronically on or about April 17, 2008 as Exhibit (a)(6) to Registrant's Post-Effective Amendment No. 54 to Registration Statement No. 33-25824 is incorporated by reference. (1)(g) Certificate of Designation, dated April 10, 2008 filed electronically on or about April 17, 2008 as Exhibit (a)(7) to Registrant's Post-Effective Amendment No. 54 to Registration Statement No. 33-25824 is incorporated by reference. (1)(h) Certificate of Designation, dated Feb. 23, 2009, reflecting the addition of Class R2 shares of Threadneedle Emerging Markets Fund filed electronically on or about April 15, 2009 as Exhibit (1)(h) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-157587 is incorporated by reference. (2) By-laws, as amended April 13, 2006, filed electronically on or about April 17, 2008 as Exhibit (b) to Registrant's Post-Effective Amendment No. 54 to Registration Statement No. 33-25824 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)(a) Investment Management Services Agreement, dated May 1, 2006, amended and restated June 12, 2008, between Registrant and RiverSource Investments, LLC filed electronically on or about Oct. 29, 2008 as Exhibit (d)(1) to Registrant's Post-Effective Amendment No. 57 to Registration Statement No. 33-25824 is incorporated by reference. (6)(b) Subadvisory Agreement, dated June 11, 2008 between RiverSource Investments, LLC and Threadneedle International Limited, filed electronically on or about Oct. 29, 2008 as Exhibit (d)(2) to Registrant's Post-Effective Amendment No. 57 to Registration Statement No. 33-25824 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 RiverSource 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) Deferred Compensation Plan, amended and restated Jan. 1, 2009, filed electronically on or about Jan. 27, 2009 as Exhibit (f) to RiverSource Equity Series, Inc. Post-Effective Amendment No. 105 to Registration Statement No. 2-13188 is incorporated by reference. (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 Nov. 12, 2008, between Registrant and RiverSource Distributors, Inc. filed electronically on or about March 27, 2009 as Exhibit (m)(1) to RiverSource Income Series, Inc. Post-Effective Amendment No. 105 to Registration Statement No. 2-10700 is incorporated by reference. (10)(b) Plan of Distribution and Agreement of Distribution, effective Nov. 7, 2008, amended and restated Nov. 12, 2008, between Registrant and Seligman Advisors, Inc. filed electronically on or about March 27, 2009 as Exhibit (m)(2) to RiverSource Income Series, Inc. Post-Effective Amendment No. 105 to Registration Statement No. 2-10700 is incorporated by reference. (10)(c) Rule 18f - 3(d) Plan, amended and restated as of Nov. 12, 2008, filed electronically on or about March 27, 2009 as Exhibit (n) to RiverSource Income Series, Inc. Post-Effective Amendment No. 105 to Registration Statement No. 2-10700 is incorporated by reference. (11) Opinion and consent of counsel as to the legality of the securities being registered filed electronically on or about April 15, 2009 as Exhibit (11) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-157587 is incorporated by reference. (12)(a) Tax Opinion for the Reorganization of Seligman Emerging Markets Fund into Threadneedle Emerging Markets Fund is filed electronically herewith as Exhibit (12)(a). (12)(b) Tax Opinion for the Reorganization of Seligman Global Growth Fund into Threadneedle Global Equity Fund is filed electronically herewith as Exhibit (12)(b). (13)(a) Administrative Services Agreement, dated Oct. 1, 2005, amended and restated Nov. 12, 2008, between Registrant and Ameriprise Financial, Inc. filed electronically on or about Feb. 27, 2009 as Exhibit (h)(1) to RiverSource Variable Series Trust Post-Effective Amendment No. 4 to Registration Statement No. 333-146374 is incorporated by reference. (13)(b) Plan Administration Services Agreement, dated Dec. 1, 2006, amended and restated Nov. 12, 2008, between Registrant and RiverSource Service Corporation filed electronically on or about March 27, 2009 as Exhibit (h)(3) to RiverSource Income Series, Inc. Post-Effective Amendment No. 105 to Registration Statement No. 2-10700 is incorporated by reference. (13)(c) Transfer Agency Agreement, dated Oct. 1, 2005, amended and restated Nov. 12, 2008, between Registrant and RiverSource Service Corporation filed electronically on or about March 27, 2009 as Exhibit (h)(2) to RiverSource Income Series, Inc. Post-Effective Amendment No. 105 to Registration Statement No. 2-10700 is incorporated by reference. (13)(d) License Agreement, effective May 1, 2006, amended and restated as of Nov. 12, 2008, between Ameriprise Financial, Inc. and RiverSource Group of Funds filed electronically on or about Feb. 27, 2009 as Exhibit (h)(4) to RiverSource Variable Series Trust Post-Effective Amendment No. 4 to Registration Statement No. 333-146374 is incorporated by reference. (13)(e) Form of License Agreement, dated July 10, 2004, between Threadneedle Asset Management Holdings Limited and the Registrant filed electronically on or about Dec. 24, 2008 as Exhibit (h)(10) to Registrant's Post-Effective Amendment No. 58 to Registration Statement No. 33-25824 is incorporated by reference. (13)(f) Form of License Agreement Amendment, dated May 15, 2008, between Threadneedle Asset Management Holdings Limited and RiverSource Global Series, Inc., RiverSource International Series, Inc. and RiverSource Variable Series Trust filed electronically on or about June 30, 2008 as Exhibit (h)(10) to Registrant's Post-Effective Amendment No. 56 to Registration Statement No. 33-25824 is incorporated by reference. (13)(g) Master Fee Cap/Fee Waiver Agreement, dated Oct. 1, 2005, amended and restated Nov. 12, 2008, between RiverSource Investments, LLC, Ameriprise Financial, Inc., RiverSource Service Corporation, RiverSource Distributors, Inc., Seligman Advisors, Inc. (now known as RiverSource Fund Distributors, Inc.) and the Registrant filed electronically on or about Feb. 27, 2009 as Exhibit (h)(3) to RiverSource Variable Series Trust Post-Effective Amendment No. 4 to Registration Statement No. 333-146374 is incorporated by reference. (14)(a) Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP), dated April 13, 2009 filed electronically on or about April 15, 2009 as Exhibit (14)(a) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-157587 is incorporated by reference. (14)(b) Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP), dated April 13, 2009 filed electronically on or about April 15, 2009 as Exhibit (14)(b) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-157587 is incorporated by reference. (15) Financial Statements: Not applicable. (16) Directors/Trustees Power of Attorney to sign this Registration Statement and its amendments, dated Jan. 8, 2009, filed electronically on or about Feb. 27, 2009 as Exhibit (16) to Registration Statement No. 333-157587 is incorporated by reference. (17)(a) Prospectus, dated March 2, 2009, for Seligman Global Fund Series, Inc. (on behalf of Seligman Emerging Markets Fund and Seligman Global Growth Fund) filed electronically on or about April 15, 2009 as Exhibit (17)(a) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-157587 is incorporated by reference. (17)(b) Statement of Additional Information, dated March 2, 2009, for Seligman Global Fund Series, Inc. (on behalf of Seligman Emerging Markets Fund and Seligman Global Growth Fund) filed electronically on or about April 15, 2009 as Exhibit (17)(b) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-157587 is incorporated by reference. (17)(c) Annual Report for the period ended Oct. 31, 2008 for Seligman Global Fund Series, Inc. (on behalf of Seligman Emerging Markets Fund and Seligman Global Growth Fund) filed electronically on or about April 15, 2009 as Exhibit (17)(c) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-157587 is incorporated by reference. (17)(d) Prospectus, dated Dec. 30, 2008, for Threadneedle Emerging Markets Fund filed electronically on or about April 15, 2009 as Exhibit (17)(d) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-157587 is incorporated by reference. (17)(e) Statement of Additional Information, dated April 1, 2009, for Threadneedle Emerging Markets Fund and Threadneedle Global Equity Fund filed electronically on or about April 15, 2009 as Exhibit (17)(e) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-157587 is incorporated by reference. (17)(f) Prospectus, dated Dec. 30, 2008, for Threadneedle Global Equity Fund filed electronically on or about April 15, 2009 as Exhibit (17)(f) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-157587 is incorporated by reference. (17)(g) Annual Report for the period ended Oct. 31, 2008 for Threadneedle Emerging Markets Fund filed electronically on or about April 15, 2009 as Exhibit (17)(g) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-157587 is incorporated by reference. (17)(h) Annual Report for the period ended Oct. 31, 2008 for Threadneedle Global Equity Fund filed electronically on or about April 15, 2009 as Exhibit (17)(h) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-157587 is incorporated by reference. (17)(i) Supplement dated April 3, 2009 to the prospectuses dated March 2, 2009 of Seligman Global Fund Series, Inc. (on behalf of Seligman Emerging Markets Fund and Seligman Global Growth Fund) filed electronically on or about April 15, 2009 as Exhibit (17)(i) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-157587 is incorporated by reference. (17)(j) 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)(k) 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)(l) 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)(m) Code of Ethics, dated March 2006, adopted under Rule 17j-1, for Threadneedle Emerging Markets Fund's, Threadneedle Global Equity Fund's, Threadneedle Global Equity Income Fund's and Threadneedle Global Extended Alpha Fund's Subadviser, Threadneedle International Ltd., filed electronically on or about June 30, 2008, as Exhibit (p)(3) to Registrant's Post-Effective Amendment No. 56 to Registration Statement No. 33-25824 is incorporated by reference. Item 17. Undertakings. None SIGNATURES As required by the Securities Act of 1933, the Registrant, RiverSource Global Series, Inc., certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned duly authorized in the City of Minneapolis, and State of Minnesota on the 6th day of October, 2009. RIVERSOURCE GLOBAL 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 Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 6th day of October, 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 on or about Feb. 27, 2009 as Exhibit (16) to Registration Statement No. 333-157587, by: /s/ Scott R. Plummer - ------------------------------------- Scott R. Plummer EXHIBIT INDEX (12)(a) Tax Opinion for the Reorganization of Seligman Emerging Markets Fund into Threadneedle Emerging Markets Fund is filed electronically herewith as Exhibit (12)(a). (12)(b) Tax Opinion for the Reorganization of Seligman Global Growth Fund into Threadneedle Global Equity Fund is filed electronically herewith as Exhibit (12)(b).
EX-99.(12)(A) 2 c53828exv99wx12yxay.txt EX-99.(12)(A) (ROPES & GRAY LOGO) ROPES & GRAY LLP ONE INTERNATIONAL PLACE BOSTON, MA 02110-2624 WWW.ROPESGRAY.COM August 17, 2009 Seligman Emerging Markets Fund Seligman Global Fund Series, Inc. 734 Ameriprise Financial Center Minneapolis, MN 55474 Threadneedle Emerging Markets Fund RiverSource Global Series, Inc. 734 Ameriprise Financial Center Minneapolis, MN 55474 Ladies and Gentlemen: We have acted as counsel in connection with the Agreement and Plan of Reorganization (the "Agreement") dated as of January 10, 2009 between and among: (i) Seligman Global Fund Series, Inc., a Maryland corporation, on behalf of one of its series, Seligman Emerging Markets Fund ("Target Fund"); (ii) RiverSource Global Series, Inc., a Minnesota corporation, on behalf of one of its series, Threadneedle Emerging Markets Fund ("Acquiring Fund," together with Target Fund, the "Funds"); and (iii) RiverSource Investments, LLC, the investment adviser to the Funds; which Reorganization is to take place as of the date of this letter (the "Closing Date"). The Agreement describes a proposed transaction (the "Reorganization") to occur as of the date of this letter (the "Closing Date"), pursuant to which Acquiring Fund will acquire substantially all of the assets of Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring Fund of all of the liabilities of Target Fund following which the Acquiring Fund Shares received by Target Fund will be distributed by Target Fund to its shareholders in liquidation and termination of Target Fund. This opinion as to certain U.S. federal income tax consequences of the Reorganization is furnished to you pursuant to Section 9 of the Agreement. Capitalized terms not defined herein are used herein as defined in the Agreement. Target Fund is a series of Seligman Global Fund Series, which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. Shares of Target Fund are redeemable at net asset value at each shareholder's option. Target Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended (the "Code"). August 17, 2009 Seligman Emerging Markets Fund Threadneedle Emerging Markets Fund Acquiring Fund is a series of RiverSource Global Series, which is registered under the 1940 Act as an open-end management investment company. Shares of Acquiring Fund are redeemable at net asset value at each shareholder's option. Acquiring Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Code. For purposes of this opinion, we have considered the Agreement, the Combined Proxy Statement/Prospectus dated April 4, 2009 and such other items as we have deemed necessary to render this opinion. In addition, each of the Target Fund, the Acquiring Fund and Seligman Data Corp. ("SDC") has provided us with a letter dated as of the date of this letter (collectively, the "Representation Letters") representing as to certain facts, occurrences and information upon which each of the respective entities above has indicated that we may rely in rendering this opinion (whether or not contained or reflected in the documents and items referred to above). In reviewing the foregoing materials, we have assumed, with your permission, the authenticity of original documents, the accuracy of copies, the genuineness of signatures, the legal capacity of signatories, and the proper execution of documents. We have further assumed that (i) all parties to the Agreement and any other documents examined by us have acted, and will act, in accordance with the terms of such Agreement and documents, and that the Reorganization will be consummated pursuant to the terms and conditions set forth in the Agreement without the waiver or modification of any such terms and conditions; and (ii) all representations contained in the Agreement, as well as those representations contained in the Representation Letters, are true and complete. The facts represented to us in the Representation Letters support the conclusion that, based on the analysis and subject to the considerations set forth below, while the matter is not free from doubt, the Reorganization constitutes a reorganization within the meaning of Section 368(a)(1) of the Code. The Reorganization's consequences to Target Fund shareholders, Target Fund, and Acquiring Fund are set forth more fully below. I. "SUBSTANTIALLY ALL OF THE PROPERTIES" TEST: CERTAIN INSTITUTIONAL SHAREHOLDER REDEMPTIONS To qualify as a reorganization under either Code Section 368(a)(1)(C) or 368(a)(1)(D) (a "'C' or 'D' Reorganization," respectively), a target corporation must transfer "substantially all of its 'properties' or 'assets,'" respectively, to the acquiring corporation. For the purpose of evaluating whether a target fund has met this "substantially all" requirement or test, it is often necessary to determine whether amounts distributed by the target fund to meet certain pre-reorganization redemption requests should be viewed as separate transactions, unrelated to the reorganization, and therefore excluded from the analysis of whether the target fund has transferred "substantially all" of its properties (or assets) to an acquiring fund. -2- August 17, 2009 Seligman Emerging Markets Fund Threadneedle Emerging Markets Fund During the period between June 22, 2009 and June 26, 2009, the North Carolina College Savings and Investment Program (the "NC 529 Plan") redeemed 370,728 shares of Target Fund stock (the "NC 529 Plan Redemption"), with a value on the date of the redemption equal to approximately 3.8% of the Combined Value of Target Fund. For this purpose, the Combined Value of Target Fund is equal to the net asset value of Target Fund on the Closing Date, plus the value of all shares redeemed in the Institutional Shareholder Redemptions (as defined below), valued in each case at the net asset value per share of Target Fund shares on the Closing Date. Target Fund and Acquiring Fund have represented that the NC 529 Plan has no common board members or managers with either Fund, and that the Reorganization and the NC 529 Plan Redemption were independent of and without reference to one another. In addition, on August 12, 2009, the Seligman Data Corp. Employees' Thrift Plan (the "SDC Thrift Plan") redeemed 24,006 shares of Target Fund stock (the "SDC Thrift Plan Redemption," and collectively with the NC 529 Plan Redemption, the "Institutional Shareholder Redemptions"), with a value on the date of the redemption equal to approximately 0.3% of the Combined Value of Target Fund. SDC, which oversees the SDC Thrift Plan, and Target Fund and Acquiring Fund have represented: (i) that the SDC Thrift Plan Redemption resulted from the termination of the SDC Thrift Plan in connection with the termination of SDC's business; and (ii) that the termination of the SDC Thrift Plan and the Reorganization were independent of and without reference to one another. Based on these facts as set forth in more detail in the Representation Letters, and based on our understanding of the relevant legal principles, in our view the Institutional Shareholder Redemptions were not part of the plan of Reorganization, and accordingly the Reorganization will meet the "substantially all" requirement of Section 368(a)(1) of the Code. II. OPINION Based on the Representation Letters and customary assumptions, and our review of the documents and items referred to above, we are of the opinion that, although the matter is not free from doubt and subject to the final paragraphs hereof, for U.S. federal income tax purposes: (i) The Reorganization will constitute a reorganization within the meaning of Section 368(a) of the Code, and Target Fund and Acquiring Fund will each be a "party to reorganization" within the meaning of Section 368(b) of the Code; (ii) No gain or loss will be recognized by the Target Fund upon (a) the transfer of its assets to Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all liabilities of Target Fund or (b) the distribution of the Acquiring Fund Shares by Target Fund to its shareholders in liquidation; -3- August 17, 2009 Seligman Emerging Markets Fund Threadneedle Emerging Markets Fund (iii) No gain or loss will be recognized by Acquiring Fund upon receipt of the assets of Target Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all liabilities of Target Fund; (iv) The tax basis in the hands of Acquiring Fund of the assets of Target Fund transferred to the Acquiring Fund in the Reorganization will be the same as the tax basis of such assets in the hand of Target Fund immediately prior to the transfer; (v) The holding periods of the assets of Target Fund in the hands of Acquiring Fund will include the periods during which such assets were held by Target Fund; (vi) No gain or loss will be recognized by Target Fund shareholders upon the exchange of their shares of Target Fund for the Acquiring Fund Shares; (vii) The aggregate tax basis of the Acquiring Fund Shares each Target Fund shareholder receives in the Reorganization will be the same as the aggregate tax basis of his or her Target Fund shares exchanged therefore; (viii) A Target Fund shareholder's holding period for the Acquisition Fund Shares will include the period for which he or she held Target Fund shares exchanged therefor, provided that the shareholder held such Target Fund shares as capital assets on the date of the exchange; and (ix) Acquiring Fund will succeed to and take into account the items of Target 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. We 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 transfer would otherwise be a non-taxable transaction. In connection with this opinion, we call your attention to Revenue Ruling 87-76, 1987-2 C.B. 84, published by the Internal Revenue Service (the "IRS"). In that ruling, the IRS held that the so-called "continuity of business enterprise" requirement necessary for tax-free reorganization treatment was not met in the case of an acquisition of an investment company which invested in corporate stocks and bonds by an investment company which invested in municipal bonds. Specifically, the IRS based its ruling on its conclusion that the business of investing in corporate stocks and bonds is not the same line of business as investing in municipal bonds. We believe that the IRS's conclusion in this ruling has always been questionable. In addition, a series of private letter rulings issued in July of 2005 suggests that the IRS's position -4- August 17, 2009 Seligman Emerging Markets Fund Threadneedle Emerging Markets Fund on this issue is evolving: the IRS relied upon historic business representations to conclude that the reorganizations satisfied the continuity of business enterprise requirement. However, even if the IRS's 1987 revenue ruling were a correct statement of law, the facts of the Reorganization would be distinguishable from those in the ruling. We believe that Acquiring Fund and Target Fund are both engaged in the same line of business: each is an open-end investment company that seeks long-term capital appreciation by investing primarily in equity securities of emerging market companies. After the Reorganization, Acquiring Fund will continue that line of business for the benefit of the stockholders of both Target and Acquiring Funds. While Acquiring Fund will dispose of securities formerly held by Target Fund, these dispositions will be fully consistent with the shared historic investment policies of both Funds and all proceeds generated by such dispositions will be reinvested in a manner fully consistent with such policies. In these circumstances, we are of the opinion that Acquiring Fund will have continued the historic business of Target Fund for the benefit of, among others, the historic stockholders of Target Fund, and that the continuity of business enterprise doctrine should, as a result, be fulfilled. However, because Revenue Ruling 87-76 is the only ruling on which taxpayers can rely (i.e., the only ruling that is not a private letter ruling) dealing specifically with the application of the "continuity of business enterprise" requirement to a reorganization involving investment companies, our opinion cannot be free from doubt. No ruling has been or will be obtained from the IRS as to the subject matter of this opinion and there can be no assurance that the IRS or a court of law will concur with the opinion set forth above. Our opinion is based on the Code, Treasury Regulations, IRS rulings, judicial decisions, and other applicable authority, all as in effect on the date of this opinion. The legal authorities on which this opinion is based may be changed at any time. Any such changes may be retroactively applied and could modify the opinions expressed above. Very truly yours, /s/ Ropes & Gray LLP Ropes & Gray LLP -5- EX-99.(12)(B) 3 c53828exv99wx12yxby.txt EX-99.(12)(B) (ROPES & GRAY LOGO) ROPES & GRAY LLP ONE INTERNATIONAL PLACE BOSTON, MA 02110-2624 WWW.ROPESGRAY.COM August 17, 2009 Seligman Global Growth Fund Seligman Global Fund Series, Inc. 734 Ameriprise Financial Center Minneapolis, MN 55474 Threadneedle Global Equity Fund RiverSource Global Series, Inc. 734 Ameriprise Financial Center Minneapolis, MN 55474 Ladies and Gentlemen: We have acted as counsel in connection with the Agreement and Plan of Reorganization (the "Agreement") dated as of January 10, 2009 between and among: (i) Seligman Global Fund Series, Inc., a Maryland corporation, on behalf of one of its series, Seligman Global Growth Fund ("Target Fund"); (ii) RiverSource Global Series, Inc., a Minnesota corporation, on behalf of one of its series, Threadneedle Global Equity Fund ("Acquiring Fund," together with Target Fund, the "Funds"); and (iii) RiverSource Investments, LLC, the investment adviser to the Funds; which Reorganization is to take place as of the date of this letter (the "Closing Date"). The Agreement describes a proposed transaction (the "Reorganization") to occur as of the date of this letter (the "Closing Date"), pursuant to which Acquiring Fund will acquire substantially all of the assets of Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring Fund of all of the liabilities of Target Fund following which the Acquiring Fund Shares received by Target Fund will be distributed by Target Fund to its shareholders in liquidation and termination of Target Fund. This opinion as to certain U.S. federal income tax consequences of the Reorganization is furnished to you pursuant to Section 9 of the Agreement. Capitalized terms not defined herein are used herein as defined in the Agreement. Target Fund is a series of Seligman Global Fund Series, Inc., which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. Shares of Target Fund are redeemable at net asset value at each shareholder's option. Target Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended (the "Code"). August 17, 2009 Seligman Global Growth Fund Threadneedle Global Equity Fund Acquiring Fund is a series of RiverSource Global Series, Inc., which is registered under the 1940 Act as an open-end management investment company. Shares of Acquiring Fund are redeemable at net asset value at each shareholder's option. Acquiring Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Code. For purposes of this opinion, we have considered the Agreement, the Combined Proxy Statement/Prospectus dated April 4, 2009 and such other items as we have deemed necessary to render this opinion. In addition, each of Target Fund and Acquiring Fund has provided us with a letter dated as of the date of this letter (collectively, the "Representation Letters") representing as to certain facts, occurrences and information upon which each of the respective entities above has indicated that we may rely in rendering this opinion (whether or not contained or reflected in the documents and items referred to above). In reviewing the foregoing materials, we have assumed, with your permission, the authenticity of original documents, the accuracy of copies, the genuineness of signatures, the legal capacity of signatories, and the proper execution of documents. We have further assumed that (i) all parties to the Agreement and any other documents examined by us have acted, and will act, in accordance with the terms of such Agreement and documents, and that the Reorganization will be consummated pursuant to the terms and conditions set forth in the Agreement without the waiver or modification of any such terms and conditions; and (ii) all representations contained in the Agreement, as well as those representations contained in the Representation Letters, are true and complete. Based on the Representation Letters and customary assumptions, and our review of the documents and items referred to above, we are of the opinion that, although the matter is not free from doubt and subject to the final paragraphs hereof, for U.S. federal income tax purposes: (i) The Reorganization will constitute a reorganization within the meaning of Section 368(a) of the Code, and Target Fund and Acquiring Fund will each be a "party to reorganization" within the meaning of Section 368(b) of the Code; (ii) No gain or loss will be recognized by the Target Fund upon (a) the transfer of its assets to Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all liabilities of Target Fund or (b) the distribution of the Acquiring Fund Shares by Target Fund to its shareholders in liquidation; (iii) No gain or loss will be recognized by Acquiring Fund upon receipt of the assets of Target Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all liabilities of Target Fund; (iv) The tax basis in the hands of Acquiring Fund of the assets of Target Fund transferred to the Acquiring Fund in the Reorganization will be the same as the tax basis of such assets in the hand of Target Fund immediately prior to the transfer; -2- August 17, 2009 Seligman Global Growth Fund Threadneedle Global Equity Fund (v) The holding periods of the assets of Target Fund in the hands of Acquiring Fund will include the periods during which such assets were held by Target Fund; (vi) No gain or loss will be recognized by Target Fund shareholders upon the exchange of their shares of Target Fund for the Acquiring Fund Shares; (vii) The aggregate tax basis of the Acquiring Fund Shares each Target Fund shareholder receives in the Reorganization will be the same as the aggregate tax basis of his or her Target Fund shares exchanged therefore; (viii) A Target Fund shareholder's holding period for the Acquisition Fund Shares will include the period for which he or she held Target Fund shares exchanged therefor, provided that the shareholder held such Target Fund shares as capital assets on the date of the exchange; and (ix) Acquiring Fund will succeed to and take into account the items of Target 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. We 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 transfer would otherwise be a non-taxable transaction. In connection with this opinion, we call your attention to Revenue Ruling 87-76, 1987-2 C.B. 84, published by the Internal Revenue Service (the "IRS"). In that ruling, the IRS held that the so-called "continuity of business enterprise" requirement necessary for tax-free reorganization treatment was not met in the case of an acquisition of an investment company which invested in corporate stocks and bonds by an investment company which invested in municipal bonds. Specifically, the IRS based its ruling on its conclusion that the business of investing in corporate stocks and bonds is not the same line of business as investing in municipal bonds. We believe that the IRS's conclusion in this ruling has always been questionable. In addition, a series of private letter rulings issued in July of 2005 suggests that the IRS's position on this issue is evolving: the IRS relied upon historic business representations to conclude that the reorganizations satisfied the continuity of business enterprise requirement. However, even if the IRS's 1987 revenue ruling were a correct statement of law, the facts of the Reorganization would be distinguishable from those in the ruling. We believe that Acquiring Fund and Target Fund are both engaged in the same line of business: each is an open-end investment company that seeks long-term capital appreciation by investing primarily in equity securities of U.S. and non-U.S. companies. After the Reorganization, Acquiring Fund will continue that line of business for the benefit of the stockholders of both Target and Acquiring Funds. While Acquiring Fund will dispose of securities formerly held by Target Fund, these dispositions will be fully consistent with the -3- August 17, 2009 Seligman Global Growth Fund Threadneedle Global Equity Fund shared historic investment policies of both Funds and all proceeds generated by such dispositions will be reinvested in a manner fully consistent with such policies. In these circumstances, we are of the opinion that Acquiring Fund will have continued the historic business of Target Fund for the benefit of, among others, the historic stockholders of Target Fund, and that the continuity of business enterprise doctrine should, as a result, be fulfilled. However, because Revenue Ruling 87-76 is the only ruling on which taxpayers can rely (i.e., the only ruling that is not a private letter ruling) dealing specifically with the application of the "continuity of business enterprise" requirement to a reorganization involving investment companies, our opinion cannot be free from doubt. No ruling has been or will be obtained from the IRS as to the subject matter of this opinion and there can be no assurance that the IRS or a court of law will concur with the opinion set forth above. Our opinion is based on the Code, Treasury Regulations, IRS rulings, judicial decisions, and other applicable authority, all as in effect on the date of this opinion. The legal authorities on which this opinion is based may be changed at any time. Any such changes may be retroactively applied and could modify the opinions expressed above. Very truly yours, /s/ Ropes & Gray LLP Ropes & Gray LLP -4-
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