Registration Statement No. 333- 210986
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT No.1
on
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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)
Timothy D. Crawford
RiverSource Life Insurance Company
50605 Ameriprise Financial Center
Minneapolis, Minnesota 55474
(612) 671-8056
(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: as soon as practicable after the effective date of 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. x
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 | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of each class of securities to be registered | Amount to be registered | Proposed maximum offering price per unit | Proposed maximum aggregate offering price* | Amount of registration fee** | ||||
Guarantee Period Account Interests offered in connection with the following variable annuity contracts: RiverSource® Retirement Advisor Advantage Plus Variable Annuity, RiverSource® Retirement Advisor Select Plus Variable Annuity, RiverSource® Retirement Advisor 4 Advantage Variable Annuity, RiverSource® Retirement Advisor 4 Select Variable Annuity, RiverSource® Retirement Advisor 4 Access Variable Annuity, RiverSource® RAVA 5 Advantage® Variable Annuity, RiverSource® RAVA 5 Select® Variable Annuity, RiverSource® RAVA 5 Access® Variable Annuity (offered prior to April 30, 2012), RiverSource® RAVA 5 Advantage® Variable Annuity, RiverSource® RAVA 5 Select® Variable Annuity, RiverSource® RAVA 5 Access® Variable Annuity (offered 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 on or after April 29, 2013), RiverSource® Retirement Group Annuity Contract I, RiverSource® Retirement Group Annuity Contract II and RiverSource® Guaranteed Term Annuity. | — | — | $0 | $0 | ||||
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| * | The proposed aggregate offering price is estimated solely for determining the registration fee. The amount being registered and the proposed maximum offering price per unit are not applicable since these securities are not issued in predetermined amounts or units. |
| ** | No new securities are being registered pursuant to this registration statement on Form S-3. The difference between the $300,000,000 of securities registered on Securities Act Registration Statement No. 033-28976 (for which a registration fee of $60,000 was paid) and the $250,000,000 of securities registered on Securities Act Registration Statement No. 333-114888 (for which a registration fee of $31,675 was paid), and the dollar amount of securities sold thereunder, is carried forward on this Registration Statement pursuant to Rule 429 of the Securities Act. |
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
Prospectuses filed with Initial Registration Statement on Form S-3 on April 28, 2016 are incorporated by reference herein.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
| ITEM OF EXPENSE | ESTIMATED EXPENSE | |||
Registration fees | $ | 0 | ||
Federal taxes | N/A | |||
State taxes and fees (based on 50 state average) | N/A | |||
Printing and filing fees | $ | 4,300 | * | |
Legal fees | N/A | |||
Accounting fees | N/A | |||
Audit fees | $ | 2,000 | * | |
| * | 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. (A) Exhibits
| 1. | Principal Underwriter Agreement for RiverSource Life Insurance Company Variable Annuities and Variable Life Insurance Between RiverSource Distributors, Inc. and RiverSource Life Insurance Company, filed as Exhibit 3.1 to the Initial Registration Statement on Form N-4 for RiverSource Variable Annuity Account, File No. 333-139760 on January 3, 2007, is incorporated by reference. |
| 2.1 | Articles of Merger of IDS Life Insurance Company and American Enterprise Life Insurance Company dated March 16, 2006, filed as Exhibit 2.1 to Post-Effective Amendment No. 8 to the Registration Statement on Form S-1 for RiverSource Life Insurance Company, File No. 333-114888, on April 27, 2007, is incorporated by reference. |
| 2.2 | Articles of Merger of IDS Life Insurance Company and American Partners Life Insurance Company dated March 17, 2006, filed as Exhibit 2.2 to Post-Effective Amendment No. 8 to the Registration Statement on Form S-1 for RiverSource Life Insurance Company, File No. 333-114888, on April 27, 2007, is incorporated by reference. |
| 3.1 | Copy of Certificate of Incorporation of IDS Life Insurance Company filed as Exhibit 3.1 to Post-Effective Amendment No. 5 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 6, 1994, is incorporated herein by reference. |
| 3.2 | Copy of Certificate of Amendment of Certificate of Incorporation of IDS Life Insurance Company dated June 22, 2006, filed as Exhibit 27(f)(1) to Post-Effective Amendment No. 28 to the Registration Statement on Form N-6 for RiverSource Variable Life Separate Account, File No. 333-69777, on January 3, 2007, is incorporated by reference. |
| 3.3 | Copy of Amended and Restated By-Laws of RiverSource Life Insurance Company filed as Exhibit 27(f)(2) to Post-Effective Amendment No. 28 to the Registration Statement on Form N-6 for RiverSource Variable Life Separate Account, File No. 333-69777, on January 3, 2007, is incorporated by reference. |
| 3.4 | Copy of Resolution of the Board of Directors of IDS Life Insurance Company, dated May 5, 1989, establishing IDS Life Account MGA filed as Exhibit 3.3 to Post-Effective Amendment No. 5 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 6, 1994, is incorporated herein by reference. |
| 3.5 | Unanimous Written Consent of the Board of Directors In Lieu of a Meeting for IDS Life Insurance Company, adopted Dec. 8, 2006 for the Re-designation of the Separate Accounts to Reflect Entity Consolidation and Rebranding filed as Exhibit 27(a)(6) to the Registration Statement on Form N-6 for RiverSource Variable Life Separate Account, File No. 333-69777, on January 3, 2007, is incorporated by reference. |
| 4.1 | Copy of Non-tax qualified Group Annuity Contract, Form 30363C, filed as Exhibit 4.1 to Post-Effective Amendment No. 5 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 6, 1994, is incorporated herein by reference. |
| 4.2 | Copy of Non-tax qualified Group Annuity Certificate, Form 30360C, filed as Exhibit 4.2 to Post-Effective Amendment No. 5 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 6, 1994, is incorporated herein by reference. |
| 4.3 | Copy of Endorsement No. 30340C-GP to the Group Annuity Contract filed as Exhibit 4.3 to Post-Effective Amendment No. 5 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 6, 1994, is incorporated herein by reference. |
| 4.4 | Copy of Endorsement No. 30340C to the Group Annuity Certificate filed as Exhibit 4.4 to Post-Effective Amendment No. 5 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 6, 1994, is incorporated herein by reference. |
| 4.5 | Copy of Tax qualified Group Annuity Contract, Form 30369C, filed as Exhibit 4.5 to Post-Effective Amendment No. 5 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 6, 1994, is incorporated herein by reference. |
| 4.6 | Copy of Tax qualified Group Annuity Certificate, Form 30368C, filed as Exhibit 4.6 to Post-Effective Amendment No. 5 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 6, 1994, is incorporated herein by reference. |
| 4.7 | Copy of Group IRA Annuity Contract, Form 30372C, filed as Exhibit 4.7 to Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 15, 1998, is incorporated herein by reference. |
| 4.8 | Copy of Group IRA Annuity Certificate, Form 30371C, filed as Exhibit 4.8 to Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 15, 1998, is incorporated herein by reference. |
| 4.9 | Copy of Non-tax qualified Individual Annuity Contract, Form 30365D, filed as Exhibit 4.9 to Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 15, 1998, is incorporated herein by reference. |
| 4.10 | Copy of Endorsement No. 30379 to the Individual Annuity Contract, filed as Exhibit 4.10 to Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 15, 1998, is incorporated herein by reference. |
| 4.11 | Copy of Tax qualified Individual Annuity Contract, Form 30370C, filed as Exhibit 4.11 to Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 15, 1998, is incorporated herein by reference. |
| 4.12 | Copy of Individual IRA Annuity Contract, Form 30373C, filed as Exhibit 4.12 to Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 15, 1998, is incorporated herein by reference. |
| 4.13 | Copy of Endorsement No. 33007 filed as Exhibit 4.13 to Post-Effective Amendment No. 12 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 26, 1999, is incorporated herein by reference. |
| 4.14 | Form of Traditional IRA or SEP-IRA Annuity Endorsement (form 131061) filed as Exhibit 4.14 to Post-Effective Amendment No. 17 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 23, 2003, is incorporated herein by reference. |
| 4.15 | Form of Roth IRA Annuity Endorsement (form 131062) filed as Exhibit 4.15 to Post-Effective Amendment No. 17 to the Registration Statement on Form S-1 for IDS Life Insurance Company, File No. 33-28976, on April 23, 2003, is incorporated herein by reference. |
| 4.16 | Form of Simple IRA Annuity Endorsement (form 131063) filed as Exhibit 4.13 to Post-Effective Amendment No. 14 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-79311, on April 28, 2003, is incorporated by reference. |
| 4.17 | Form of TSA Endorsement (form 131068), filed as Exhibit 4.17 to Post-Effective Amendment No. 2 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-79311, on April 28, 2000, is incorporated by reference. |
| 4.18 | Form of Deferred Annuity Contract for Retirement Advisor Advantage Plus (form 1043A) filed as Exhibit 4.15 to IDS Life Variable Account 10 Post-Effective Amendment No. 21 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-79311, on January 28, 2004, is incorporated by reference. |
| 4.19 | Form of Deferred Annuity Contract for Retirement Advisor Select Plus (form 131041A) filed as Exhibit 4.16 to IDS Life Variable Account 10 Post-Effective Amendment No. 21 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-79311, on January 28, 2004, is incorporated by reference. |
| 4.20 | Form of Guarantee Period Accounts Rider filed as Exhibit 4.24 to IDS Life Variable Account 10 Post-Effective Amendment No. 25 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-79311, on June 2, 2004, is incorporated by reference. |
| 4.21 | Form of Deferred Annuity Contract for RiverSource Retirement Advisor 4 Advantage (form 131101) filed as Exhibit 4.17 to IDS Life Variable Account 10 Post-Effective Amendment No. 40 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-79311, on June 5, 2006, is incorporated by reference. |
| 4.22 | Form of Deferred Annuity Contract for RiverSource Retirement Advisor 4 Select Variable Annuity (form 131102) filed as Exhibit 4.18 to IDS Life Variable Account 10 Post-Effective Amendment No. 40 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-79311, on June 5, 2006, is incorporated by reference. |
| 4.23 | Form of Deferred Annuity Contract for RiverSource Retirement Advisor 4 Access Variable Annuity (form 131103) filed as Exhibit 4.19 to IDS Life Variable Account 10 Post-Effective Amendment No. 40 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-79311, on June 5, 2006, is incorporated by reference. |
| 4.24 | Form of Deferred Annuity Contract for RAVA 5 Advantage and data pages filed as Exhibit 4.36 to RiverSource Variable Account 10’s Post-Effective Amendment No. 61 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-79311, on July 12, 2010, is incorporated by reference. |
| 4.25 | Form of Deferred Annuity Contract for RAVA 5 Select and data pages filed as Exhibit 4.37 to RiverSource Variable Account 10’s Post-Effective Amendment No. 61 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-79311, on July 12, 2010, is incorporated by reference. |
| 4.26 | Form of Deferred Annuity Contract for RAVA 5 Access and data pages filed as Exhibit 4.38 to RiverSource Variable Account 10’s Post-Effective Amendment No. 61 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-79311, on July 12, 2010, is incorporated by reference. |
| 4.27 | Form of Guarantee Period Accounts Endorsement (form 411272) filed as Exhibit 4.56 to RiverSource Variable Account’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4 for RiverSource Variable Annuity Account, File No. 333-139763, on November 25, 2009, is incorporated by reference. |
| 4.28 | Form of Maximum Anniversary Value Death Benefit Rider (form 411278) filed as Exhibit 4.57 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-4 for RiverSource Variable Annuity Account,File No. 333-139763, on November 25, 2009, is incorporated by reference. |
| 4.29 | Form of 5-Year Maximum Anniversary Value Death Benefit Rider filed as Exhibit 4.41 to Registrant’s Post-Effective Amendment No. 61 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-79311, on July 12, 2010, is incorporated by reference. |
| 4.30 | Form of 5% Accumulation Death Benefit Rider (form 411279) filed as Exhibit 4.58 to RiverSource Variable Account’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4 for RiverSource Variable Annuity Account, File No. 333-139763, on November 25, 2009, is incorporated by reference. |
| 4.31 | Form of Enhanced Death Benefit Rider (form 411280) filed as Exhibit 4.59 to RiverSource Variable Account’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4 for RiverSource Variable Annuity Account, File No. 333-139763, on November 25, 2009, is incorporated by reference. |
| 4.32 | Form of Return of Purchase Payment Death Benefit Rider (form 411277) filed as Exhibit 4.60 to RiverSource Variable Account’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4 for RiverSource Variable Annuity Account, File No. 333-139763, on November 25, 2009, is incorporated by reference. |
| 4.33 | Form of Benefit Protector(SM) Death Benefit Rider (form 411281) filed as Exhibit 4.61 to RiverSource Variable Account’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4 for RiverSource Variable Annuity Account, File No. 333-139763, on November 25, 2009, is incorporated by reference. |
| 4.34 | Form of Benefit Protector(SM) Plus Death Benefit Rider (form 411282) filed as Exhibit 4.62 to RiverSource Variable Account’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4 for RiverSource Variable Annuity Account, File No. 333-139763, on November 25, 2009, is incorporated by reference. |
| 4.35 | Form of Guaranteed Minimum Accumulation Benefit Rider (form 411283) filed as Exhibit 4.63 to RiverSource Variable Account’s Post-Effective Amendment No. 10 to the Registration Statement on Form N-4 for RiverSource Variable Annuity Account, File No. 333-139763, on November 25, 2009, is incorporated by reference. |
| 4.36 | Form of Guaranteed Lifetime Withdrawal Benefit Single Life Rider SecureSource Stages 2 Rider filed as Exhibit 4.48 to Registrant’s Post-Effective Amendment No. 61 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-79311, on July 12, 2010, is incorporated by reference. |
| 4.37 | Form of Guaranteed Lifetime Withdrawal Benefit Joint Life Rider SecureSource Stages 2 Rider filed as Exhibit 4.49 to Registrant’s Post-Effective Amendment No. 61 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-79311, on July 12, 2010, is incorporated by reference. |
| 4.38 | Form of Guaranteed Lifetime Withdrawal Benefit Joint Life Rider SecureSource 3 Rider and data page filed as Exhibit 4.27 to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-179398, on April 20, 2012, is incorporated by reference. |
| 4.39 | Form of Guaranteed Lifetime Withdrawal Benefit Single Life Rider SecureSource 3 Rider and data page filed as Exhibit 4.28 to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-179398, on April 20, 2012, is incorporated by reference. |
| 4.40 | Form of Guaranteed Lifetime Withdrawal Benefit Joint Life Rider SecureSource 4 Rider and data page filed as Exhibit 4.24 to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-186218, is incorporated by reference. |
| 4.41 | Form of Guaranteed Lifetime Withdrawal Benefit Single Life Rider SecureSource 4 Rider and data page filed as Exhibit 4.25 to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-186218, is incorporated by reference. |
| 4.42 | Form of Guaranteed Lifetime Withdrawal Benefit Joint Life Rider SecureSource 4 Plus Rider and data page filed as Exhibit 4.26 to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-186218, is incorporated by reference. |
| 4.43 | Form of Guaranteed Lifetime Withdrawal Benefit Single Life Rider SecureSource 4 Plus Rider and data page filed as Exhibit 4.27 to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 for RiverSource Variable Account 10, File No. 333-186218, is incorporated by reference. |
| 4.44 | Form of Guaranteed Minimum Death Benefit Rider (form 15111687)and data page filed electronically as Exhibit 4.28 to the Registrant’s Post-Effective Amendment No.8 to Registration Statement No. 333-186218, is incorporated herein by reference. |
| 4.45 | Form of Group Deferred 403 (b) Annuity Contract (form 411333)with data pages filed electronically as Exhibit 4.1 to the Initial Registration Statement on Form N-4 for RiverSource Retirement Group Annuity Contract I,File No. 333-177381on or about Oct.19, 2011, is incorporated by reference. |
| 4.46 | Form of Guarantee Period Accounts endorsement filed electronically as Exhibit 4.3 to the Initial Registration Statement on Form N-4 for RiverSource Retirement Group Variable Annuity Contract II, File No. 333-177381 on or about Oct.19, 2011, is incorporated by reference. |
| 5. | Opinion of Counsel regarding legality of Contracts is filed electronically herewith. |
| 6.-20. | Not Applicable. |
| 21. | Copy of List of Subsidiaries filed as Exhibit 22 to Post-Effective Amendment No. 8 to the Registration Statement onForm S-1 for IDS Life Insurance Company, File No. 33-28976, on April 3, 1996, is incorporated herein by reference. |
| 22. | Not Applicable. |
| 23. | Consent of Independent Registered Public Accounting Firm filed electronically as Exhibit 23 to Registration Statement filed on April 28, 2016 is incorporated by reference. |
| 24.1 | Power of Attorney to sign this Registration Statement, dated March 8, 2016 is filed electronically herewith. |
| 24.2 | Power of Attorney to sign this Registration Statement, dated April 29, 2016 is filed electronically herewith. |
| 25.-99. | Not Applicable |
Item 17. Undertakings
A. The Registrant 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,
(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,
(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) that all post-effective amendments will comply with the applicable forms, rules and regulations of the Commission in effect at the time such post-effective amendments are filed, and
(4) 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.
B. The Registrant represents that it is relying upon the no-action assurance given to the American Council of Life Insurance (pub. Avail. Nov. 28, 1988). Further, the Registrant represents that it has complied with the provisions of paragraphs (1) - (4) of the no-action letter.
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, and State of Minnesota on the 29th day of April, 2016.
RiverSource Life Insurance Company (Registrant) | ||
| By | /s/ John R. Woerner* | |
| John R. Woerner | ||
| Chairman of the Board and President | ||
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 29th day of April, 2016.
Signature | Title | |||
/s/ Gumer C. Alvero* | Director and Executive Vice President – Annuities | |||
| Gumer C. Alvero | ||||
/s/ Richard N. Bush* | Senior Vice President – Corporate Tax | |||
| Richard N. Bush | ||||
/s/ Steve M. Gathje* | Director, Senior Vice President and Chief Actuary | |||
| Steve M. Gathje | ||||
/s/ James L. Hamalainen* | Senior Vice President and Treasurer – Investments | |||
| James L. Hamalainen | ||||
/s/ Brian J. McGrane* | Director, Executive Vice President and Chief Financial Officer | |||
Brian J. McGrane | ||||
/s/ Jeninne S. McGee* | Director | |||
| Jeninne S. McGee | ||||
/s/ Jon Stenberg* | Director and Executive Vice President - | |
| Jon Stenberg | Life and Disability Insurance | |
/s/ Colin J. Lundgren* | Director | |
| Colin J. Lundgren | ||
/s/ John R. Woerner* | Chairman of the Board and President | |
| John R. Woerner | ||
/s/ David K. Stewart** | Senior Vice President and Controller– | |
| David K. Stewart | ||
| * | Signed pursuant to Power of Attorney dated March 8, 2016 filed electronically as Exhibit 24, herewith, by: |
| ** | Signed pursuant to Power of Attorney dated April 29, 2016 filed electronically as Exhibit 24, herewith, by |
/s/ Timothy D. Crawford |
| Timothy D. Crawford |
| Assistant General Counsel and Assistant Secretary |
EXHIBIT INDEX
5. Opinion of Counsel regarding legality of Contracts
| 24.1 | Powerof Attorney dated March 8, 2016 | |
| 24.2 | Power of Attorney dated April 29, 2016 | |
