Registration Statement No. 333-263041
As filed with the Securities and Exchange Commission on April 25, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. 1
RIVERSOURCE LIFE INSURANCE COMPANY
(Exact name of registrant as specified in charter)
Minnesota | 41-0823832 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer | |
Identification No.) |
70100 Ameriprise Financial Center
Minneapolis, MN 55474
(800) 862-7919
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Nicole D. Wood
RiverSource Life Insurance Company
50605 Ameriprise Financial Center
Minneapolis, Minnesota 55474
(612) 678-5337
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: Aspublic: as soon as practicable after the effective date of this registration statement.the Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PART I.
INFORMATION REQUIRED IN PROSPECTUS
THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Prospectus
May 1,April 29, 2022
RiverSource®
Fixed Account InterestsGuarantee Period Accounts
Offered Under the GroupCertain Variable Annuity ContractContracts
Issued by: | RiverSource Life Insurance Company (RiverSource Life) |
829 Ameriprise Financial Center
Minneapolis, MN 55474
Telephone: 1-800-333-3437
(Service Center)
This prospectus describes Guarantee Period Accounts (GPAs), which are available only under the following variable annuity contracts:
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This Fixed Account prospectus describes interests in the Fixed Account available under the
• | RiverSource® FlexChoice Select Variable Annuity |
• | RiverSource® Galaxy Premier Variable Annuity |
• | RiverSource® Innovations Variable Annuity |
• | RiverSource® Innovations Select Variable Annuity |
• | RiverSource® Innovations Classic Variable Annuity |
• | RiverSource® Innovations Classic Select Variable Annuity |
• | RiverSource® New Solutions Variable Annuity |
• | RiverSource® Pinnacle Variable Annuity |
• | RiverSource® RAVA 5 Advantage® Variable Annuity, RiverSource® RAVA 5 Select® Variable Annuity, RiverSource® RAVA 5 Access® Variable Annuity (offered for applications signed prior to April 30, 2012) |
• | RiverSource® RAVA 5 Advantage® Variable Annuity, RiverSource® RAVA 5 Select® Variable Annuity, RiverSource® RAVA 5 Access® Variable Annuity (offered for applications signed on or after April 30, 2012, but prior to April 29, 2013) |
• | RiverSource® RAVA 5® Advantage Variable Annuity, RiverSource RAVA 5 Select® Variable Annuity, RiverSource® RAVA 5 Access® Variable Annuity (offered for applications signed on or after April 29, 2013) |
• | RiverSource® RAVA 5® Advantage Variable Annuity (offered for applications signed on or after April 29, 2019) |
• | RiverSource® Retirement Group Annuity Contract I |
• | RiverSource® RAVA 5® Access Variable Annuity |
• | RiverSource® Retirement Group Annuity Contract II |
• | RiverSource® Retirement Advisor 4 Access® Variable Annuity |
• | RiverSource® Retirement Advisor 4 Advantage® Variable Annuity |
• | RiverSource® Retirement Advisor 4 Select® Variable Annuity |
• | RiverSource® Retirement Advisor Select Plus Variable Annuity |
• | RiverSource® Retirement Advisor Advantage Plus Variable Annuity |
• | RiverSource® Signature Variable Annuity |
• | RiverSource® Signature Select Variable Annuity |
• | RiverSource® Signature One Variable Annuity |
• | RiverSource® Signature One Select Variable Annuity |
If you own one of these variable annuity contracts, are not currently being offered. However, if you own a variable annuity contract, you may be able to allocate purchase payments and contract value to the Fixed AccountGPAs. The GPAs may not be available in some states and may not be available if you elect certain optional benefit riders available under your variable annuity contract. Please refer to your variable annuity contract or certificate (collectively, contract) and the separate prospectus for the contract (contract prospectus) for details regarding whether you are eligible to invest in the Fixed Account.GPAs.
RiverSource Guarantee Period Accounts — Prospectus 1
Please read this Fixed Account prospectus carefully and keep it for future reference. This prospectus does not describe the contract. This prospectus only describescontract itself or the Fixed Account.investment options other than the GPAs. For a description of your contract, please see your contract prospectus.
If you make a total withdrawal ofwithdraw money from the Fixed Account,GPAs before the end of the guarantee period, you may be subject to a market value adjustment. Interest rates in the futurefor new guarantee period accounts may be higher or lower than the previous guaranteed interest rate.
A discussion of risk factors associated with the Fixed AccountGPAs begins on page 45 of this prospectus.
The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
An investment in the Fixed AccountGPAs is not a deposit of a bank or financial institution and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. An investment in the Fixed AccountGPAs involves investment risk including the possible loss of principal.
The principal underwriter is RiverSource Distributors, Inc. The offering of the interests in the Fixed AccountGPAs is intended to be continuous.
RiverSource Life has not authorized any person to give any information or to make any representations regarding the Fixed AccountGPAs other than those contained in this prospectus. Do not rely on any such information or representations.
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2 RiverSource Fixed Account InterestsGuarantee Period Accounts — Prospectus
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Transferring Contract Value To and From the | ||||
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RiverSource Fixed Account InterestsGuarantee Period Accounts — Prospectus 23
These terms can help you understand details about the Fixed Account.GPAs.
CloseAnnuitant: The person or persons on whose life or life expectancy the annuity payouts are based.
Annuity payouts: An amount paid at regular intervals under one of business: The time the New York Stock Exchange (NYSE) closes (4 p.m. Eastern time unless the NYSE closes earlier).several plans.
Code: The Internal Revenue Code of 1986, as amended.
Contract: The RiverSource® Group Variable Annuity ContractOne of the variable annuity contracts under which the Fixed Account interestsGPAs are offered.
Contract value: The total value of your contract before we deductat any applicable charges.
Contract year: A period of 12 months, starting onpoint in time. The contract value is the effective date of your contract and on each anniversarysum of the effective date.contract value in the Fixed account, contract value in the Variable account, and contract value in the GPAs.
Fixed account: PartAn investment option that ispart of our general account, which guarantees a fixed interest rate. Unlike GPAs, allocations to which you may allocate purchase payments. Amounts you allocatethe fixed account are not subject to this account earn interest at rates we declare periodically.a MVA.
Good order: We cannot process your transaction request relating to theyour contract until we have received the request in good order at our Service Center. “Good order” means the actual receipt of the requested transactionrequest in writing, along with all information, forms and supporting legal documentation necessary to effect the transaction. To be in “good order,” your instructions must be sufficiently clear so that we do not need to exercise any discretion to follow such instructions. We may, in our sole discretion, determine whether any particular transaction request is in good order, and we reserve the right to change or waive any good order requirements at any time.
Guarantee Period: The number of successive 12-month periods that a guaranteed interest rate is credited.
Guarantee Period Accounts (GPAs): A nonunitized separate account to which you may allocate purchase payments or transfer contract value of at least $1,000. These accounts have guaranteed interest rates for guarantee periods we declare when you allocate purchase payments or transfer contract value to a GPA. These guaranteed rates and periods of time may vary by state. Unless an exception applies, transfers or surrenders from a GPA done more than 30 days before the end of the guarantee period will receive a market value adjustment, which may result in a gain or loss of principal.
Market Value Adjustment (MVA): A positive or negative adjustment assessed if you withdrawany portion of a GPA is surrendered or transferred more than 30 days before the total contract value to transfer that value to another funding vehicle, you make a total withdrawalend of the Fixed Account contract value, or we terminate the contract pursuant to the terms of the contract.its guarantee period.
Owner (you, your): The plan sponsorperson or trusteepersons identified in the contract as owner(s) of the plan.contract, who has or have the right to control the contract (to decide on investment allocations, transfers, payout options, etc.). Usually, but not always, the owner is also the annuitant. The owner or any joint owner may
Plan: The retirement plan under whichbe a non-natural person (e.g. irrevocable trust or corporation) or a revocable trust. If any owner is a non-natural person or revocable trust, the annuitant will be deemed to be the owner for contract provisions that are based on the age or life of the owner. When the contract is issuedowned by a revocable trust or irrevocable grantor trust, the annuitant selected should be the grantor of the trust to assure compliance with Section 72(s) of the Code. Any ownership change, including continuation of the contract by your spouse under the spousal continuation provision of the contract, redefines “owner”, “you” and which meets the requirements of Code Sections 401 (including 401(k)) or 457.“your”.
RiverSource Life: In this prospectus, “we,” “us,” “our” and “RiverSource Life” refer to RiverSource Life Insurance Company.
Service Center: Our department that processes all transaction and service requests for the contracts. We consider all transaction and service requests received when they arrive in good order at the Service Center. Any transaction or service requests sent or directed to any location other than our Service Center may end up delayed or not processed. Our Service Center address and telephone number are listed on the first page of this prospectus.
Valuation date: Any normal business day, Monday through Friday, on which the NYSE is open, up to the time it closes. At the NYSE close, the next valuation date begins. If your contract anniversary is not a valuation date, your contract value for that contract anniversary will be based on close of business values on the next valuation date.
If we receive your purchase payment or any transaction request (such as a transfer or withdrawalsurrender request) in good order at our Service Center before the close of business, we will process your payment or transaction using the
close of business values we calculate on the valuation date we received your payment or transaction request. On the other hand, if we receive your purchase payment or transaction request in good order at our Service Center at or after the close of business, we will process your payment or transaction using the close of business values we calculate on the next valuation date. If you make a transaction request by telephone (including by fax), you must have completed your transaction by the close of business in order for us to process it using the close of business values we calculate on that valuation date. If you were not able to complete your transaction before the close of business for any reason, including telephone service interruptions or delays due to high call volume, we will process your transaction using the close of business values we calculate on the next valuation date.
Variable account: SeparateConsists of separate subaccounts to which you may allocate purchase payments; each invests in shares of one fund. The value of your investment in each subaccount changes with the performance of the particular fund.
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4 RiverSource Fixed Account InterestsGuarantee Period Accounts — Prospectus
This section discusses risks associated with the Fixed Account.GPAs. Please refer to your contract prospectus for information about risks associated with your contract.contract and any optional benefit riders you have elected.
Interest Rate Risk
The Fixed AccountEach GPA pays an interest rate declared by us when you make an allocation to that account and is fixed for one year.the guarantee period you choose. We will periodically change the declared interest rate for future allocations to these accounts at our discretion based, in part, on various factors relatedon various factors including, but not limited to, future investment earnings.the interest rate environment, returns earned on investments backing these annuities, the rates currently in effect for new and existing RiverSource Life annuities, product design, competition, and RiverSource Life’s revenues and expenses. We cannot predict nor can we guarantee future rates.
Liquidity Risk
We guarantee the contract value allocated to the Fixed Account,GPAs, including interest credited, if you do not make a full withdrawal of contract valueany transfers or surrenders from the Fixed Account, including a total withdrawal incurred ifGPAs prior to 30 days before the end of the guarantee period (30-day rule). At all other times, and unless an exception to the 30-day rule applies, we terminate the contract. We will apply a Market Value Adjustment (“MVA”) if you withdraw the totalsurrender or transfer contract value to transfer that value to another funding vehicle,from a GPA or you make a total withdrawal of the Fixed Accountelect an annuity payout plan while you have contract value or we terminate the contract pursuantinvested in a GPA. We refer to the terms of the contract.these transactions as “early surrenders.” Because a total withdrawalan early surrender may result in a loss of principal due to the MVA, the Fixed Account providesGPAs provide limited liquidity.
Market Value Adjustment Risk
We will apply an MVA to total withdrawals“early surrenders” from the Fixed Accounta GPA as described above. The MVA may be negative, positive or result in no change depending on how the guaranteed interest rate credited to all prior purchase payments allocated to the Fixed Accounton your GPA compares to the new interest rate credited toof a new purchase payments allocated toGPA for the Fixed Account.same number of years as the guarantee period remaining on your GPA. You bear the risk of loss of principal due to a negative MVA.
Investment Risk
We guarantee the contract value allocated to the Fixed Account,GPAs, including interest credited, if you do not make a full withdrawal of contract valueany transfers or surrenders from the Fixed Account, including a total withdrawal incurred if we terminateGPAs prior to 30 days before the contract. Otherwise, a total withdrawalend of contract value from the Fixed Accountguarantee period (30-day rule); otherwise, unless an exception applies, an “early surrender” may result in the loss of principal due to a negative MVA.
Financial Strength
All guarantees under the Fixed AccountGPAs are subject to the creditworthiness and continued claims-paying ability of RiverSource Life. We hold amounts you allocate to the GPAs in a “nonunitized” separate account. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the GPAs. We own the assets of this separate account as well as any favorable investment performance of those assets. You do not participate in the performance of the assets held in this separate account. We guarantee all benefits relating to your value in the GPAs. The assets held in our general account support the guarantees under your contract including your investment in the GPAs. You should be aware that our general account is exposed to many of the same risks normally associated with a portfolio of fixed-income securities including interest rate, option, liquidity and credit risk. You should also be aware that we issue other types of annuities and financial instruments and products as well, and these obligations are satisfied from the assets in our general account. Our general account is not segregated or insulated from the claims of our creditors.
Cybersecurity and Systems Integrity
Increasingly, businesses are dependent on the continuity, security, and effective operation of various technology systems. The nature of our business depends on the continued effective operation of our systems and those of our business partners.
This dependence makes us susceptible to operational and information security risks from cyber-attacks. These risks may include the following:
the corruption or destruction of data;
theft, misuse or dissemination of data to the public, including your information we hold; and
denial of service attacks on our website or other forms of attacks on our systems and the software and hardware we use to run them.
These attacks and their consequences can negatively impact your investment in the Fixed Account,GPAs, your privacy, your ability to conduct transactions, or your ability to receive timely service from us. There can be no assurance that we or our other business partners will avoid losses affecting your investment in the Fixed AccountGPAs due to any successful cyber-attacks or information security breaches. There may be an increased risk of cyber-attacks during periods of geo-political or military conflict (such as Russia’s invasion of Ukraine and the resulting response by the United States and other countries).
RiverSource Fixed Account InterestsGuarantee Period Accounts — Prospectus 45
The Fixed AccountGuarantee Period Accounts (GPAs)
YouThe GPAs may not be available for contracts in some states or if you have elected certain optional benefit riders. Please refer to your contract and your contract prospectus for details regarding whether you are eligible to invest in the GPAs. For new RiverSource® RAVA 5® Advantage Variable Annuity and RiverSource® RAVA 5® Access Variable Annuity contracts, GPAs are not available in Connecticut, Illinois and Oregon. For RiverSource® Retirement Group Annuity Contract I and RiverSource® Retirement Group Annuity Contract II, GPAs are not available in Connecticut, Illinois, Indiana, Maryland, Oregon, Pennsylvania, and Washington. All other contracts are no longer sold.
In general, you may allocate purchase payments and purchase payment credits, if applicable and transfer contract value to one or more of the Fixed Account. Amounts allocatedGPAs with guarantee periods declared by us. These periods of time may vary from one to 10 years, depending on your Contract. We will send you a letter prior to the Fixed Accountend of your guarantee period that lists the available GPAs or you can contact our Service Center at the number listed on the cover page of this prospectus for the GPAs currently available to you. The required minimum investment in each GPA is $1,000. These accounts are part of our generalnot offered after your contract value is applied to an annuity payout plan.
Each GPA pays an interest rate that is declared when you make an allocation to that account. Interest is credited daily. That interest rate is then fixed for the guarantee period that you chose. We backwill periodically change the principal anddeclared interest guarantees relatingrate for any future allocations to these accounts, but we will not change the Fixed Account. These guarantees are subject to the creditworthiness and continued claims-paying ability of the company. The value of the Fixed Account increases as we credit interest to the account. We credit and compound interest daily basedrate paid on money currently in a 365-day year so as to produce the annual effective rate which we declare. We do not credit interest on leap days (Feb. 29). GPA.
The interest rate we apply to each purchase payment or transfer to the Fixed Account is guaranteed for one year. Thereafter,rates that we will changedeclare as guaranteed rates in the rates from time to timefuture are determined by us at our discretion. Interestdiscretion (future rates). These rates credited in excess of the guaranteed rate generally will be based on various factors relatedincluding, but not limited to, the interest rate environment, returns earned on investments backing these annuities, the rates currently in effect for new and existing RiverSource Life annuities, product design, competition, and RiverSource Life’s revenues and expenses. We cannot predict nor can we guarantee what future investment earnings.
In addition, a market value adjustment is imposedrates will be. Contact our Service Center at the number listed on the Fixed Account if the owner cancels the valuecover page of the Fixed Account due to total withdrawal, contract transfer or contract termination. The amount of the market value adjustment approximates the gain or loss resulting from sale by RiverSource Life of assets purchased with purchase payments.this prospectus for current interest rates.
A Market Value Adjustment (MVA) applies only when we pay out the Fixed Account value in a lump sum when:
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We may terminate the contract if:
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At your option, we will pay the contract value allocated to the GPAs, including interest credited, if you do not make any transfers or surrenders from the GPAs prior to 30 days before the end of the guarantee period (30-day rule). At all other times, and unless one of the exceptions to the 30-day rule described below applies, we will apply an MVA if you surrender or transfer contract value from a GPA or you elect an annuity payout plan while you have contract value invested in a lump sum or in annual installment payouts. A lump sum payout will be subject to an applicable MVA to the Fixed Account value.GPA. We will refer to these transactions as “early surrenders.” The application of an MVA may result in either a gain or loss (including loss of principal).
The 30-day rule does not apply theand no MVA to thewill apply to:
amounts surrendered under contract value withdrawn from the Fixed Account after deducting any applicableprovisions that waive surrender charges for Hospital or Nursing Home Confinement and Terminal Illness Diagnosis; and
amounts deducted for contract fees and charges.
See “Charges” in your contract prospectus for information on the fees and charges that apply under your contract.contract and the circumstances under which any applicable surrender charges will be waived.
NoAmounts we pay as death claims will not be reduced by any MVA.
At the End of the Guarantee Period
We will not apply an MVA applies if:to contract value you transfer or surrender out of the GPAs during the 30-day period ending on the last day of the guarantee period. During this 30 day window you may choose to start a new guarantee period of the same length, transfer the contract value from the current GPA to a GPA of another length, transfer the contract value from the current GPA to any of the investment options available under the contract, apply the contract value to an annuity payout plan, or surrender the value from the current GPA (all subject to applicable surrender, transfer, and annuitization provisions – See “Transferring Among Accounts”, “Surrenders” and “The Annuity Payout Period” in your contract prospectus for more information). If we do not receive any instructions by the end of your guarantee period, we will automatically transfer the contract value from the current GPA into the shortest GPA term available.
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Calculating the MVA
When you request an early surrender, we adjust the early surrender amount by an MVA formula. The MVA will reflectearly surrender amount reflects the relationship between the guaranteed interest rate you are earning in your current GPA and the interest rate we are crediting on new GPAs that end at the same time as your current GPA.
The MVA is sensitive to changes in current interest rate credited to new purchase payments allocated torates. The magnitude of any applicable MVA will depend on our current schedule of guaranteed interest rates at the Fixed Accounttime of the surrender, the time remaining in your guarantee period and the rate credited to all prior purchase payments. We calculate the MVA as follows:
MVA = Fixed Account value × (A – B) x Cyour guaranteed
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6 RiverSource Fixed Account InterestsGuarantee Period Accounts — Prospectus
Where:
A =interest rate. The MVA is negative, zero or positive depending on how the weighted averageguaranteed interest rate (in decimal form) creditedon your GPA compares to all Fixed Account purchase payments made by you at the time of termination, rounded to four decimal places;
B = the interest rate (in decimal form) credited toof a new purchase payments toGPA for the contract atsame number of years as the time of termination or total withdrawal, rounded to four decimal places; and
C = the annuity factor, which represents the relationship between the contract year and the average duration of underlying investments fromguarantee period remaining on your GPA. This is summarized in the following table:
If your GPA rate is: | The MVA is: | |||||
Less than the new GPA rate + 0.10% | Negative | |||||
Equal to the new GPA rate +0.10% | ||||||
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The followingIf the MVA is negative, the early surrender amount will be decreased. If the MVA is positive, the early surrender amount will be increased. For the MVA formula and examples, show a downward and upward MVA.
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contract termination date of July 1, 1998
contract year at termination is five
Year | Purchase payments | Initial rate | Current rate | Accumulation account value | ||||||||||||
1 | $10,000 | 6.50% | 6.25% | $12,560 | ||||||||||||
2 | 8,000 | 6.00 | 6.25 | 9,870 | ||||||||||||
3 | 12,000 | 6.25 | 6.25 | 13,960 | ||||||||||||
4 | 15,000 | 7.50 | 6.75 | 16,660 | ||||||||||||
5 | 20,000 | 6.50 | 6.50 | 20,640 |
Total accumulation account value = $73,690
Withdrawal charge = .03 × 73,690 = 2,211
Fixed Account value = 73,690 – 2,211 = 71,479
Weighted average interest rate = 6.433%
Interest rate on new purchase payments = 6.750
MVA = $71,479 × (.06433 – .06750) × 5.0 = $(1,132.94)
Market value = 71,479 – 1,132.94 = 70,346.06
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contract termination date of Sept. 20, 1996
contract year at termination is three
Year | Purchase payments | Initial rate | Current rate | Accumulation account value | ||||||||||||
1 | $15,000 | 7.00% | 6.25% | $17,710 | ||||||||||||
2 | 20,000 | 6.50 | 6.00 | 22,140 | ||||||||||||
3 | 25,000 | 5.50 | 5.50 | 25,910 |
Total accumulation account value = $65,760
Withdrawal charge = .05 × 65,760 = 3,288
Fixed Account value = 65,760 – 3,288 = 62,472
Weighted average interest rate = 5.870%
Interest rate on new purchase payments = 5.250
MVA = $62,472 × (.05870 – .05250) × 6 = $2,323.96
Market value = 62,472 + 2,323.96 = 64,795.96see Appendix A.
Valuing Your Investment in the Fixed AccountGPAs
We value the amounts you allocate to the Fixed AccountGPAs directly in dollars. The value of the Fixed AccountGPAs equals:
the sum of your purchase payments and transfer amounts allocated to the Fixed Account;GPAs;
plus any purchase payment credits allocated to the GPAs, if applicable under your contract;
plus interest credited;
RiverSource Fixed Account Interests — Prospectus 6
minus the sum of amounts withdrawnsurrendered (including any applicable withdrawalsurrender charges) and amounts transferred out; and
minus any applicable charges under your contract.contract and the optional benefit riders you have elected.
See “Charges” in your contract prospectus for information on fees and charges that apply under your contract.
The “Nonunitized” Separate Account
We hold amounts you allocate to the GPAs in a “nonunitized” separate account. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the GPAs. We own the assets of this separate account as well as any favorable investment performance of those assets. You do not participate in the performance of the assets held in this separate account. We guarantee all benefits relating to your value in the GPAs. This guarantee is based on the continued claims-paying ability of the company’s general account. You should be aware that our general account is exposed to the risks normally associated with a portfolio of fixed-income securities, including interest rate, option, liquidity and credit risk.
We intend to construct and manage the investment portfolio relating to the separate account in such a way as to minimize the impact of fluctuations in interest rates. We achieve this by constructing a portfolio of assets with a price sensitivity to interest rate changes (i.e., price duration) that is similar to the price duration of the corresponding portfolio of liabilities.
We must invest this portfolio of assets in accordance with requirements established by applicable state laws regarding the nature and quality of investments that life insurance companies may make and the percentage of their assets that they may commit to any particular type of investment. Our investment strategy will incorporate the use of a variety of debt instruments having price durations tending to match the applicable guarantee periods. These instruments include, but are not necessarily limited to, the following:
Securities issued by the U.S. government or its agencies or instrumentalities, which issues may or may not be guaranteed by the U.S. government;
Debt securities that have an investment grade, at the time of purchase, within the four highest grades assigned by any of three nationally recognized rating agencies — Standard & Poor’s, Moody’s Investors Service or Fitch — or are rated in the two highest grades by the National Association of Insurance Commissioners;
Debt instruments that are unrated, but which are deemed by RiverSource Life to have an investment quality within the four highest grades;
Other debt instruments which are unrated or rated below investment grade, limited to 15% of assets at the time of purchase; and
Real estate mortgages, limited to 30% of portfolio assets at the time of acquisition.
In addition, options and futures contracts on fixed income securities will be used from time to time to achieve and maintain appropriate investment and liquidity characteristics on the overall asset portfolio.
While this information generally describes our investment strategy, we are not obligated to follow any particular strategy except as may be required by federal law and Minnesota and other state insurance laws.
RiverSource Guarantee Period Accounts — Prospectus 7
Transferring Contract Value To and From the Fixed AccountGPAs
YouBefore your contract value is applied to an annuity payout plan, you may transfer contract values from the Fixed Account to one or more subaccounts once during each of two transfer periods: withina GPA any time after 60 days after each plan year anniversary and within 60of transfer or payment allocation to the account. Transfers made more than 30 days afterbefore the first dayend of the seventh monthguarantee period will receive an MVA, which may result in each plan year. However, if you made a transfergain or loss of contract value, unless an exception applies. You may not set up automated transfers to or from the Fixed Account toGPAs.
The minimum transfer amount is $250 or the subaccounts, you may not make a transfer from any subaccount back to the Fixed Account until the next transfer period. We will not accept requests for transfers from the Fixed Account at any other time.
entire account balance, if less than $250. There is no charge for transfers. No MVA applies to transfers from the Fixed Account. Before making a transfer, you should consider the risks involved in changing investments. We may suspend or modify transfer privileges at any time. Any restrictions imposed bytime, subject to state regulatory requirements.
After your contract value is applied to an annuity payout plan, you may not make transfers to or from the GPAs. When your contract value is applied to an annuity payout plan, will apply.you must transfer all contract value out of the GPAs.
See “Transferring Among Accounts” in your contract prospectus for additional transfer provisions that apply to the investment options under your contract.
WithdrawalsSurrenders From the Fixed AccountGPAs
You may withdrawsurrender all or part of your contract value in the Fixed Accounta GPA at any time before the date your contract value is applied to an annuity payout plan by sending us a written request. Total withdrawalsrequest or calling us. Surrenders from the Fixed AccountGPAs will be subject to an MVA if done more than 30 days before the end of the guarantee period, unless we pay you installment payments. No MVA applies to partial withdrawals from the Fixed Account.an exception applies.
WithdrawalSurrender charges and other charges applicable to your contract and the optional benefit riders you have elected may apply.We do not apply MVAs to the amounts we deduct for fees and charges. See “Charges” in your contract prospectus for more information regarding charges that may apply under your contract. Federal income taxes and penalties and state and local income taxes may also apply. See “Taxes” in your contract prospectus for information about the tax consequences of withdrawingsurrendering contract value. You should refer
If you have a balance in more than one account and you request a partial surrender:
• | Under certain contracts, we will automatically surrender money from all of your investment options, including the GPAs, in the same proportion as your value in each account correlates to your total contract value, unless requested otherwise. |
Under certain contracts, we will not surrender money from any GPAs you may have unless insufficient amounts are available from your other investment options or you specifically request the terms of the particular plan for any further limitations or restrictions on withdrawals.
We reserve the right to defer withdrawal paymentssurrender is taken from the Fixed AccountGPAs.
See “Surrenders” in your contract prospectus for a period not to exceed six monthsmore information regarding surrenders from the date we receive the withdrawal request.your contract.
You may submit transfer or withdrawalsurrender requests in writing or by telephone.
To submit a transaction request by letter, or any other method we agree to. Send the plansend your name, contract number, Social Security Number or Taxpayer Identification Number and signed request for a transfer or withdrawal to:
RiverSource Life Insurance Company
70100 Ameriprise Financial Center
Minneapolis, MN 55474
To submit a transaction request by telephone, call:
1-800-862-7919
If we receive your transfer or withdrawalsurrender request at our Service Center in good order before the close of business,the NYSE (4:00 pm Eastern time unless the NYSE closes earlier), we will process your transfer using the close of business values we calculate on that valuation date. If we receive your transfer or withdrawalsurrender request at our Service Center in good order at or after the close business,of the NYSE (4:00 pm Eastern time unless the NYSE closes earlier), we will process your transfer using the close of business values we calculate on the next valuation date after we received your request.
Please refer to your contract prospectus for more information regarding surrenders from your contract.
7 RiverSource Fixed Account Interests — Prospectus
There are no charges that apply specifically to the Fixed Account.GPAs. Please see the “Charges” section in your contract prospectus for a description of charges that apply under your contract.
8 RiverSource Guarantee Period Accounts — Prospectus
Your contract provides a standard death benefit, and additional optional death benefits may also be available to you under your contract. Provided below is information about how MVAs may impact the contract.death benefit. Please refer to your contract and your contract prospectus for detailed information about the death benefit that applies to you based on your contract and the optional benefit riders you have elected.
Amounts we pay as death claims will not be subject to a negative MVA. However, a positive MVA may apply.
Under certain contracts and death benefits, the value of the death benefit is reduced proportionally when you take a partial surrender based on the percentage of contract value that is withdrawn (adjusted partial surrender). If you request a partial surrender from the GPAs that will give you the net amount you requested after we apply any applicable MVA and surrender charge, the MVA could increase or decrease the percentage of contract value that is withdrawn. In these circumstances, a negative MVA would increase the impact of an adjusted partial withdrawal on the value of the death benefit.
Under certain contracts, if the value of your death benefit is less than the amount you would be entitled to receive under a full surrender of your contract if you were still living, the amount payable will be the full surrender value. The full surrender value is the contract value immediately prior to payment of a death claim less any applicable surrender charges and other charges under your contract and the optional benefit riders you have elected plus any positive or negative MVA.
For examples of how the MVA affects death benefits, see Appendix B.
Annuitizing Amounts in the GPAs
MVAs may apply when your contract value is applied to an annuity payout plan. This is because GPAs are not offered after your contract value is applied to an annuity payout plan, and you must transfer all contract value out of the GPAs on that date.
When your contract value is applied to an annuity payout plan, your contract value, including any contract value allocated to the GPAs, will be annuitized (converted to a stream of monthly payments). If your contract is annuitized, the contract goes into payout and only the annuity payout provisions continue. You will no longer have access to your contract value.
The annuity payout plans available to you are outlined in your contract prospectus. The amount available to purchase payouts under the plan you select is the contract value on the date your contract value is applied to the plan after any applicable charges have been deducted, plus any positive or negative MVA (less any applicable premium tax). We will apply an MVA if contract value that you have invested in a GPA is applied to an annuity payout plan prior to 30 days before the end of the guarantee period. If the MVA is negative, the contract value applied to your annuity payout will be reduced.
The general account includes all assets owned by RiverSource Life, other than those in the variable account and our other separate accounts. Subject to applicable state law, we have sole discretion to decide how assets of the general account will be invested. The assets held in our general account support the guarantees under your contract including your investment in the Fixed Account.GPAs. You should be aware that our general account is exposed to many of the same risks normally associated with a portfolio of fixed-income securities including interest rate, option, liquidity and credit risk. You should also be aware that we issue other types of annuities and financial instruments and products as well, and these obligations are satisfied from the assets in our general account. Our general account is not segregated or insulated from the claims of our creditors.
For additional distribution information, please see your contract prospectus. There is no additional plan of distribution or sales compensation with respect to the Fixed Account.GPAs.
RiverSource Distributors, Inc. (RiverSource Distributors), our affiliate, serves as the principal underwriter and general distributor of the contract.contracts. Its offices are located at 70100 Ameriprise Financial Center, Minneapolis, MN 55474. RiverSource Distributors is a wholly-owned subsidiary of Ameriprise Financial, Inc.
RiverSource Distributors is not required to sell any specific number or dollar amount of securities, but will use its best efforts to sell the securities offered.
Additional information about the underwriting agreement with RiverSource Distributors, Inc., including sales compensation, is included in your contract prospectus and in the statement of additional information that relates to your contract prospectus. This
RiverSource Guarantee Period Accounts — Prospectus 9
information applies regardless of whether you choose to invest in the Fixed Account,GPAs, and there is no additional plan of distribution or sales compensation with respect to the Fixed Account.GPAs.
We issue the interests in the Fixed AccountGPAs and the contracts they are offered under. We are a stock life insurance company organized in 1957 under the laws of the state of Minnesota and are located at 829 Ameriprise Financial Center, Minneapolis, MN 55474. We are a wholly-owned subsidiary of Ameriprise Financial, Inc.
We conduct a conventional life insurance business. We are licensed to do business in 49 states, the District of Columbia and American Samoa. Our primary products currently include fixed and variable annuity contracts (including indexed linked annuity contracts) and life insurance policies.
Insurance companies have been the subject of increasing regulatory, legislative and judicial scrutiny. Numerous state and federal regulatory agencies have commenced examinations and other inquiries of insurance companies regarding sales and marketing practices (including sales to older consumers and disclosure practices), claims handling, and unclaimed property and escheatment practices and
RiverSource Fixed Account Interests — Prospectus 8
procedures. RiverSource Life has cooperated and will continue to cooperate with the applicable regulators.
RiverSource Life is involved in the normal course of business in a number of other legal and arbitration proceedings concerning matters arising in connection with the conduct of its business activities. RiverSource Life believes that it is not a party to, nor are any of its properties the subject of, any pending legal, arbitration or regulatory investigation, examination or proceeding that is likely to have a material adverse effect on its consolidated financial condition, results of operations or liquidity. Notwithstanding the foregoing, it is possible that the outcome of any current or future legal, arbitration or regulatory proceeding could have a material impact on results of operations in any particular reporting period as the proceedings are resolved.
Uncertain economic conditions, heightened and sustained volatility in the financial markets and significant financial reform legislation may increase the likelihood that clients and other persons or regulators may present or threaten legal claims or that regulators increase the scope or frequency of examinations of RiverSource Life or the insurance industry generally.
The financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2021 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
Incorporation of Certain Documents By Reference
The SEC allows Us to “incorporate by reference” the information We have filed with the SEC. This means that We can disclose important information to You without actually including the specific information in this prospectus by referring You to other documents filed separately with the SEC. The information incorporated by reference is an important part of this prospectus. Information that We later provide to the SEC, and which is deemed to be “filed” with the SEC, will automatically update information previously filed with the SEC, and may replace information in this prospectus and information previously filed with the SEC. We incorporate by reference RiverSource Life Insurance Company’s annual report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on [TBD],Feb. 25, 2022, File No. 033-28976 in accordance with the Securities Exchange Act of 1934, as amended and any filings We make with the SEC under Sections 13(a) or 15(d) of the Securities Exchange Act (excluding information deemed to be furnished and not filed with the SEC) after the effective date of this registration statement, until all offerings under the registration statement of which this prospectus forms a part are completed or terminated. The annual report contains additional information about RiverSource Life Insurance Company, including audited financial statements for the latest fiscal year.
RiverSource Life will furnish You without charge a copy of any or all of the documents incorporated by reference into this prospectus, including any exhibits to such documents which have been specifically incorporated by reference. We will do so upon receipt of Your written or oral request. You can contact RiverSource Life at the telephone number and address listed on the first page of this prospectus.
10 RiverSource Guarantee Period Accounts — Prospectus
This prospectus is part of a registration statement we file with the SEC. Additional information on RiverSource Life and on this offering is available in the registration statement and other materials we file. You can obtain copies of these materials at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy
9 RiverSource Fixed Account Interests — Prospectus
and information statements and other information regarding issuers that file electronically with the SEC. This prospectus, other information about the contract and other information incorporated by reference are available on the EDGAR Database on the SEC’s Internet site at (http://www.sec.gov).
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Act) may be permitted to directors, officers and controlling persons of RiverSource Life pursuant to the foregoing provisions, or otherwise, we have 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 of expenses incurred or paid by a director, officer or controlling person 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, we 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.
RiverSource Fixed Account InterestsGuarantee Period Accounts — Prospectus 1011
Appendix A: Example — Market Value Adjustment (MVA)
As the examples below demonstrate, the application of an MVA may result in either a gain or a loss of principal. We refer to all of the transactions described below as “early surrenders.” The examples may show hypothetical contract values. These contract values do not represent past or future performance. Actual contract values may be more or less than those shown and will depend on a number of factors, including but not limited to the investment experience of the variable account, the fixed account, the GPAs and the fees and charges that apply to your contract.
Assumptions:
You purchase a contract and allocate part of your purchase payment to a ten-year GPA; and
we guarantee an interest rate of 3.0% annually for your ten-year Guarantee Period; and
after three years, you decide to make a surrender from your GPA. In other words, there are seven years left in your guarantee period.
Remember that the MVA depends partly on the interest rate of a new GPA for the same number of years as the Guarantee Period remaining on your GPA. In this case, that is seven years.
Example 1: Remember that your GPA is earning 3.0%. Assume at the time of your surrender new GPAs that we offer with a seven-year Guarantee Period are earning 3.5%. We add 0.10% to the 3.5% rate to get 3.6%. Your GPA’s 3.0% rate is less than the 3.6% rate so the MVA will be negative.
Example 2: Remember again that your GPA is earning 3.0%, and assume that new GPAs that we offer with a seven-year Guarantee Period are earning 2.5%. We add 0.10% to the 2.5% rate to get 2.6%. In this example, since your GPA’s 3.0% rate is greater than the 2.6% rate, the MVA will be positive. To determine that adjustment precisely, you will have to use the formula described below.
Sample MVA Calculations
The precise MVA formula we apply is as follows:
Early surrender amount × [{( 1 + i )/(1 + j + .001)}(n/12) –1] = MVA
Where i = rate earned in the GPA from which amounts are being transferred or surrendered.
j = current rate for a new Guaranteed Period equal to the remaining term in the current Guarantee Period (rounded up to the next year).
n = number of months remaining in the current Guarantee Period (rounded up to the next month).
Examples — MVA
Using assumptions similar to those we used in the examples above:
You purchase a contract and allocate part of your purchase payment to a ten-year GPA; and
we guarantee an interest rate of 3.0% annually for your ten-year Guarantee Period; and
after three years, you decide to make a $1,000 surrender from your GPA. In other words, there are seven years left in your guarantee period.
Example 1: You request an early surrender of $1,000 from your ten-year GPA earning a guaranteed interest rate of 3.0%. Assume at the time of your surrender new GPAs that we offer with a seven-year Guarantee Period are earning 3.5%. Using the formula above, we determine the MVA as follows:
$1,000 × [{( 1.030 )/(1 + .035 + .001)}(84/12) –1] = -$39.84
In this example, the MVA is a negative $39.84.
Example 2: You request an early surrender of $1,000 from your ten-year GPA earning a guaranteed interest rate of 3.0%. Assume at the time of your surrender new GPAs that we offer with a seven-year Guarantee Period are earning 2.5%. Using the formula above, we determine the MVA as follows:
$1,000 × [{( 1.030 )/(1 + .025 + .001)}(84/12) –1] = $27.61
In this example, the MVA is a positive $27.61
12 RiverSource Guarantee Period Accounts — Prospectus
Please note that, depending on the surrender charge schedule applicable to any purchase payments you allocate to a GPA, a surrender charge may also apply. We do not apply MVAs to the amounts we deduct for surrender charges, so we would deduct any applicable surrender charge from your early surrender after we applied the MVA. Also note that when you request an early surrender, we surrender an amount from your GPA that will give you the net amount you requested after we apply the MVA and any applicable surrender charge, unless you request otherwise.
The current interest rate we offer on the GPA will change periodically at our discretion. It is the rate we are then paying on purchase payments, renewals and transfers paid under your class of contract for guarantee period durations equaling the remaining guarantee period of the GPA to which the formula is being applied.
RiverSource Guarantee Period Accounts — Prospectus 13
Appendix B: Example — Death Benefit Calculations
The purpose of this appendix is to illustrate the impact of the MVA on the Return of Purchase Payment death benefit.
In order to demonstrate these death benefit calculations, an example may show hypothetical contract values. These contract values do not represent past or future performance. Actual contract values may be more or less than those shown and will depend on a number of factors, including but not limited to the investment experience of the variable account, the fixed account, the GPAs, and the fees and charges that apply to your contract.
Example #1 –For contracts that include the full surrender value in the death benefit calculation:
Assumptions:
Contract Value = $99,000
Surrender Charge = $2,000
Market Value Adjustment = $5,000
No rider charges
Return of Purchase Payment Death Benefit = $100,000
Full surrender Value = Contract Value – Surrender Charge + Market Value Adjustment = $99,000 – $2,000 + $5,000 = $102,000
Death Benefit = Greater of Contract Value, Return of Purchase Payment Death Benefit, and full surrender value = $102,000
Example #2 - For contracts where partial surrenders have a proportional adjustment to the death benefit:
Assumptions (before the partial surrender):
Contract Value = $50,000
Return of Purchase Payment Death Benefit = $55,000
Net Partial Surrender requested = $5,000
MVA Amount = -$500
Surrender Charge = $0
Amount withdrawn from Contract Value = $5,500
Remaining Contract Value = $44,500
Adjusted Partial Surrenders = $55,000* $5,500 / $50,000 = $6,050
Adjusted Return of Purchase Payment Death Benefit = $55,000 - $6,050 = $48,950
Death Benefit = Greater of Contract Value and Return of Purchase Payment Death Benefit = $48,950
* Under certain death benefits, the value of the death benefit is reduced proportionally when you take a partial surrender. If you request a partial surrender from the GPAs that will give you the net amount you requested after we apply any applicable MVA and surrender charge, the MVA could increase or decrease the percentage of contract value that is withdrawn. In these circumstances, a negative MVA would increase the impact of an adjusted partial withdrawal (which is based on the percentage of contract value that is withdrawn) on the value of the death benefit.
Please refer to your contract and your contract prospectus for the death benefit that applies to you.
14 RiverSource Guarantee Period Accounts — Prospectus
Issued by RiverSource Life Insurance Company, Minneapolis, Minnesota.
Affiliated with Ameriprise Financial Services, LLC.
©2008-2021 RiverSource Life Insurance Company. All rights reserved.
PRO9115_12_A01_(4/22)
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized list of the estimated expenses to be incurred in connection with the issuance and distribution of the securities being offered:
Registration Fee: | $ | 0 | $ | 0 | ||||
Printing and Filing Expenses: | $ | 2,900 | * | $ | 4,900 | * | ||
Legal Fees and Expenses: | N/A | N/A | ||||||
Audit Fees: | $ | _____ | * | $ | 4000 | * | ||
Accounting Fees and Expenses: | N/A | N/A |
* | Estimated expense. |
Item 15. Indemnification of Directors and Officers
The amended and restated By-Laws of the depositor provide that the depositor will indemnify, to the fullest extent now or hereafter provided for or permitted by law, each person involved in, or made or threatened to be made a party to, any action, suit, claim or proceeding, whether civil or criminal, including any investigative, administrative, legislative, or other proceeding, and including any action by or in the right of the depositor or any other corporation, or any partnership, joint venture, trust, employee benefit plan, or other enterprise (any such entity, other than the depositor, being hereinafter referred to as an “Enterprise”), and including appeals therein (any such action or process being hereinafter referred to as a “Proceeding”), by reason of the fact that such person, such person’s testator or intestate (i) is or was a director or officer of the depositor, or (ii) is or was serving, at the request of the depositor, as a director, officer, or in any other capacity, or any other Enterprise, against any and all judgments, amounts paid in settlement, and expenses, including attorney’s fees, actually and reasonably incurred as a result of or in connection with any Proceeding, except as provided below.
No indemnification will be made to or on behalf of any such person if a judgment or other final adjudication adverse to such person establishes that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled. In addition, no indemnification will be made with respect to any Proceeding initiated by any such person against the depositor, or a director or officer of the depositor, other than to enforce the terms of this indemnification provision, unless such Proceeding was authorized by the Board of Directors of the depositor. Further, no indemnification will be made with respect to any settlement or compromise of any Proceeding unless and until the depositor has consented to such settlement or compromise.
The depositor may, from time to time, with the approval of the Board of Directors, and to the extent authorized, grant rights to indemnification, and to the advancement of expenses, to any employee or agent of the depositor or to any person serving at the request of the depositor as a director or officer, or in any other capacity, of any other Enterprise, to the fullest extent of the provisions with respect to the indemnification and advancement of expenses of directors and officers of the depositor.
Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the depositor or 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.
Item 16. Exhibits
See the Exhibit Index immediately preceding the signature page to this registration statement for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
Item 17. Undertakings
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement, provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this Registration Statement;
(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time may be deemed to be the initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
c) Insofar as indemnification for liabilities 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.
EXHIBIT INDEX
4.129 | Form of Guaranteed Minimum Death Benefit Rider Single Rider SecureSource Legacy benefit (form 114200-SG) and data page filed electronically as Exhibit 4.33 to the Registrant’s Post-Effective Amendment No.14 to Registration Statement No. 333-186218, is incorporated by reference. | |
4.130 | Form of Guaranteed Minimum Death Benefit Rider Joint Rider SecureSource Legacy benefit (form 114200-JT) filed electronically as Exhibit 4.34 to the Registrant’s Post-Effective Amendment No.14 to Registration Statement No. 333-186218, is incorporated by reference. | |
4.131 | Form of Guaranteed Lifetime Withdrawal Benefit Joint Life Rider SecureSource 4 Rider and data page filed electronically as Exhibit 4.21 to RiverSource Variable Account 10’s Initial Registration Statement No. 333-229360, is incorporated by reference. | |
4.132 | Form of Guaranteed Lifetime Withdrawal Benefit Single Life Rider SecureSource 4 Rider and data page filed electronically as Exhibit 4.22 to RiverSource Variable Account 10’s Initial Registration Statement No. 333-229360, is incorporated by reference. https://www.sec.gov/Archives/edgar/data/1000191/000119312519016974/d628359dex99422.htm | |
4.133 | Form of Guaranteed Lifetime Withdrawal Benefit Joint Life Rider SecureSource 4 Plus Rider and data page filed electronically as Exhibit 4.23 to RiverSource Variable Account 10’s Initial Registration Statement No. 333-229360, is incorporated by reference. https://www.sec.gov/Archives/edgar/data/1000191/000119312519016974/d628359dex99423.htm | |
4.134 | Form of Guaranteed Lifetime Withdrawal Benefit Single Life Rider SecureSource 4 Plus Rider and data page filed electronically as Exhibit 4.24 to RiverSource Variable Account 10’s Initial Registration Statement No. 333-229360, is incorporated by reference. https://www.sec.gov/Archives/edgar/data/1000191/000119312519016974/d628359dex99424.htm | |
4.135 | Form of Guaranteed Lifetime Withdrawal Benefit Joint Life Rider SecureSource Core Rider and data page filed electronically as Exhibit 4.26 to RiverSource Variable Account 10’s Initial Registration Statement No. 333-229360, is incorporated by reference. https://www.sec.gov/Archives/edgar/data/1000191/000119312519016974/d628359dex99426.htm | |
4.136 | Form of Guaranteed Lifetime Withdrawal Benefit Single Life Rider SecureSource Core Rider and data page filed electronically as Exhibit 4.27 to RiverSource Variable Account 10’s Initial Registration Statement No. 333-229360, is incorporated by reference. https://www.sec.gov/Archives/edgar/data/1000191/000119312519016974/d628359dex99427.htm | |
4.137 | Form of Guaranteed Lifetime Withdrawal Benefit Joint Life Rider SecureSource Core Plus Rider and data page filed electronically as Exhibit 4.28 to RiverSource Variable Account 10’s Initial Registration Statement No. 333-229360, is incorporated by reference. https://www.sec.gov/Archives/edgar/data/1000191/000119312519016974/d628359dex99428.htm | |
4.138 | Form of Guaranteed Lifetime Withdrawal Benefit Single Life Rider SecureSource Core Plus Rider and data page filed electronically as Exhibit 4.29 to RiverSource Variable Account 10’s Initial Registration Statement No. 333-229360, is incorporated by reference. https://www.sec.gov/Archives/edgar/data/1000191/000119312519016974/d628359dex99429.htm | |
4.139 | Form of Guaranteed Minimum Death Benefit Rider SecureSource Legacy benefit Single Rider (form 115049-SG) filed electronically as Exhibit 4.30 to RiverSource Variable Account 10’s Initial Registration Statement No. 333-229360, is incorporated by reference. https://www.sec.gov/Archives/edgar/data/1000191/000119312519016974/d628359dex99430.htm | |
4.140 | Form of Guaranteed Minimum Death Benefit Rider SecureSource Legacy Joint Rider (form 115049-JT) filed electronically as Exhibit 4.31 to RiverSource Variable Account 10’s Initial Registration Statement No. 333-229360, is incorporated by reference. https://www.sec.gov/Archives/edgar/data/1000191/000119312519016974/d628359dex99431.htm |
* | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, RiverSource Life Insurance Company, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on the 25th day of February,April, 2022.
RiverSource Life Insurance Company | ||
(Registrant) | ||
By | /s/ Gumer C. | |
Gumer C. Alvero | ||
|
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 25th day of February,April 25th, 2022.
Signature | Title | ||
/s/ Gumer C. |
| ||
Gumer C. Alvero | |||
/s/ Michael J. Pelzel* | Senior Vice President – Corporate Tax | ||
Michael J. Pelzel | |||
/s/ Stephen P. Blaske* | Director, Senior Vice President and Chief Actuary | ||
Stephen P. Blaske | |||
/s/ Shweta Jhanji* | Senior Vice President and Treasurer | ||
Shweta Jhanji | |||
/s/ Brian |
| ||
Brian | |||
/s/ Jeninne C. McGee* | Director | ||
Jeninne C. McGee | |||
/s/ Gene R. Tannuzzo* | Director | ||
Gene R. Tannuzzo | |||
/s/ Gregg L. Ewing * | Vice President and Controller
| ||
Gregg L. Ewing |
Signed pursuant Power of Attorney to sign Amendment to this Registration Statement, dated Jan. 11, 2022, filed electronically herewith, by:
* | Signed pursuant Power of Attorney to sign Amendment to this Registration Statement, dated Jan. 11, 2022, filed electronically herewith, by: |
** |
/s/ Nicole D. Wood | ||
Nicole D. Wood | ||
Assistant General Counsel and Assistant Secretary |