SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Materials Under Section 240.14a-12
AXP California Tax-Exempt Trust
AXP Discovery Series, Inc.
AXP Dimensions Series, Inc.
AXP Equity Series, Inc.
AXP Fixed Income Series, Inc.
AXP Global Series, Inc.
AXP Government Income Series, Inc.
AXP Growth Series, Inc.
AXP High Yield Income Series, Inc.
AXP High Yield Tax-Exempt Series, Inc.
AXP Income Series, Inc.
AXP International Series, Inc.
AXP Investment Series, Inc.
AXP Managed Series, Inc.
AXP Market Advantage Series, Inc.
AXP Money Market Series, Inc.
AXP Partners International Series, Inc.
AXP Partners Series, Inc.
AXP Sector Series, Inc.
AXP Selected Series, Inc.
AXP Special Tax-Exempt Series Trust
AXP Stock Series, Inc.
AXP Strategy Series, Inc.
AXP Tax-Exempt Series, Inc.
AXP Tax-Free Money Series, Inc.
AXP Variable Portfolio - Income Series, Inc.
AXP Variable Portfolio - Investment Series, Inc.
AXP Variable Portfolio - Managed Series, Inc.
AXP Variable Portfolio - Money Market Series, Inc.
AXP Variable Portfolio - Partners Series, Inc.
AXP Variable Portfolio - Select Series, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined);
----------------------------------------------------------------------
(4) Proposed maximum aggregated value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
MANAGEMENT INFORMATION SERVICES
12/13/2005
last modified: March 13, 2001
MANAGEMENT INFORMATION SERVICES
PROPOSED SCRIPT FOR TELEPHONE VOTING
OPENING:
When connected to the toll-free number, shareholder will hear:
- --------------------------------------------------------------------------------
"Welcome. Please enter the control number located on the upper portion of your
proxy card."
- --------------------------------------------------------------------------------
When shareholder enters the control number, he/she will hear:
- --------------------------------------------------------------------------------
"To vote as the RiverSource Fund Board recommends on all proposals, press 1 now.
To vote on each proposal separately, press 0 now."
- --------------------------------------------------------------------------------
OPTION 1: VOTING ALL PROPOSALS AS MANAGEMENT RECOMMENDS
If shareholder elects to vote as management recommends on all proposals, he/she
will hear:
- --------------------------------------------------------------------------------
"You have voted as the Board recommended. If this is correct, press 1. If
incorrect, press 0."
- --------------------------------------------------------------------------------
If shareholder presses 1, he/she will hear:
- --------------------------------------------------------------------------------
"If you have received more than one proxy card, you must vote each card
separately. If you would like to vote another proxy, press 1 now. To end this
call, press 0 now."
- --------------------------------------------------------------------------------
If shareholder presses 0 to indicate an incorrect vote, he/she will hear:
- --------------------------------------------------------------------------------
"Your votes have been canceled. If you have received more than one proxy card,
you must vote each card separately. If you would like to vote another proxy,
press 1 now. To end this call, press 0 now."
- --------------------------------------------------------------------------------
If shareholder elects to revote or vote another proxy, he/she is returned to the
"Please enter the control number" speech (above). If shareholder elects to end
the call, he/she will hear:
- --------------------------------------------------------------------------------
"Thank you for voting."
- --------------------------------------------------------------------------------
Call is terminated.
MANAGEMENT INFORMATION SERVICES
12/13/2005
last modified: March 13, 2001
OPTION 2: VOTING EACH PROPOSAL SEPARATELY
If shareholder elects to vote each proposal separately, he/she will hear:
- --------------------------------------------------------------------------------
"Proposal 1: To vote FOR all nominees, press 1. To WITHHOLD from all nominees,
press 9. To WITHHOLD from an individual nominee, press 0. Make your selection
now."
- --------------------------------------------------------------------------------
If the shareholder votes FOR all nominees or WITHHOLDS from all nominees, the
script moves to Proposal 2. If the shareholder elects to withhold from a
specific nominee, he/she will hear:
- --------------------------------------------------------------------------------
"Enter the two-digit number that appears in front of the nominee's name you DO
NOT wish to vote for."
- --------------------------------------------------------------------------------
And then,
- --------------------------------------------------------------------------------
"Press 1 to withhold from another nominee or Press 0 if you have completed
voting for nominees."
- --------------------------------------------------------------------------------
When the shareholder has finished voting on Proposal 1 , he/she will hear:
- --------------------------------------------------------------------------------
"Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0."
- --------------------------------------------------------------------------------
When the shareholder has finished voting on Proposal 2, he/she will hear:
- --------------------------------------------------------------------------------
"Your votes have been cast as follows (vote for each proposal is given). If this
is correct, press 1 now. If incorrect, press 0."
- --------------------------------------------------------------------------------
If the shareholder presses 1, he/she will hear:
- --------------------------------------------------------------------------------
"If you have received more than one proxy card, you must vote each card
separately. If you would like to vote another proxy, press 1 now. To end this
call, press 0 now."
- --------------------------------------------------------------------------------
If shareholder presses 0 to indicate an incorrect vote, he/she will hear:
- --------------------------------------------------------------------------------
"Your votes have been canceled. If you have received more than one proxy card,
you must vote each card separately. If you would like to vote another proxy,
press 1 now. To end this call, press 0 now."
- --------------------------------------------------------------------------------
If shareholder elects to revote the cancelled vote or vote another proxy, he/she
is returned to the "Please enter the control number" speech (above). If
shareholder elects to end the call, he/she will hear:
- --------------------------------------------------------------------------------
"Thank you for voting."
- --------------------------------------------------------------------------------
Call is terminated.
MANAGEMENT INFORMATION SERVICES
12/13/2005
last modified: March 13, 2001
RIVERSOURCE FUNDS PROXY - INBOUND CALL SCRIPT
"Good __________(morning, afternoon, evening), this is __________, a
representative from RiverSource Funds, formerly American Express Funds, proxy
client service center. How may I help you?"
(The shareholder is most likely calling to ask a question or to vote. They
should have their proxy package handy. Ask them to read you the control number
on their proxy card so you can identify what type of shareholder is calling in.)
Address the shareholder questions and after you have answered their questions
you may say:
"If it is convenient for you, I can record your vote over the telephone right
now. Is this a convenient time for you?"
If NO:
"Thank you for calling. When you are ready to vote, please follow the
instructions included on your proxy statement." (END CALL.)
If YES, continue as follows:
"This call is being recorded to ensure the accuracy of your vote. May
I please have your control number, which is the 14 digit control
number printed on your proxy card. "
"May I please have you state your name, street address and the last
four digits of your social security number?"
"The proposals have been reviewed by the Board and, after careful
consideration, the Board recommends that you vote FOR each proposal.
Would you like to vote FOR each proposal?"
If YES, record vote(s).
"Your vote has been recorded. You have voted ________, is
that correct?"
"In the next 72 hours a confirmation will be mailed to you."
"Is there anything else I can help you with today?"
If no state: "Thank you for calling the RiverSource
Funds Proxy Service Center." (END CALL.)
If NO, then ask them, "Would you like to vote on each individual
proposal? " and review each proposal with them. Record their
vote(s). Confirm each of the votes by reading back the
shareholder's choices.
"Your vote has been recorded. You have voted ________ for
____________(cover each proposal separately), is that
correct?"
"In the next 72 hours a confirmation will be mailed to you."
"Is there anything else I can help you with today?" If no
state: "Thank you for calling the RiverSource Funds Proxy
Service Center." (END CALL.)
If the shareholder has a non-related proxy question you may transfer them to the
correct area of Ameriprise Financial. Please state: "Can you please hold, I will
transfer your call to the Ameriprise Financial customer service line so your
questions can be answered. Once you have been transferred, you will need to
enter some information using your touchtone keypad and select the correct area
to address your questions."
- ------------------------------------------------------- -----------------------------------------------------
Type of Call Where to Route Calls
- ------------------------------------------------------- -----------------------------------------------------
Ameriprise Financial & RiverSource General Calls 1-800-862-7919
- ------------------------------------------------------- -----------------------------------------------------
Outside Distribution: RiverSource Products
American Enterprise Life, American Centuroan Life,
Smith Barney and Smith Barney of NY, and Privileged 1-800-333-3437
Assets
- ------------------------------------------------------- -----------------------------------------------------
American Express Trust / Participant Services Line 1-800- 521-SAVE (7283)
- ------------------------------------------------------- -----------------------------------------------------
Before you begin the call transfer process please state: "Thank you for calling
the RiverSource Funds Proxy Service Center." (TRANSFER CALL.)
If you receive a proxy call that requires escalation to Ameriprise Financial
(upset shareholder) or the shareholder has questions too technical in nature
about the proxy, please state: "Please hold one minute and I will transfer you
to Georgie Holmquist, a senior manager of the Product Team - she will answer
your questions. If we reach a voice mail, I will be hanging up and you will need
to leave a message for Georgie. In most cases, she will return your phone call
within a timeframe of 24 business hours."
Before you begin the call transfer process please state: "Thank you for calling
the RiverSource Funds Proxy Service Center. Please hold while I transfer you."
(TRANSFER CALL.)
(Georgie's direct dial phone number is: 612-671-2278.)
RIVERSOURCE FUNDS PROXY - OUTBOUND CALL SCRIPT
"Good __________(morning, afternoon, evening), this is __________, a
representative from RiverSource Funds, formerly American Express Funds, proxy
client service center. May I speak with (shareholder name)?"
(If shareholder is not home tell the person answering the phone that
you will call back at another time. End call.)
If shareholder does not answer initially but is at home and is
available to take the call, state the following when they get on the
line: "Good __________(morning, afternoon, evening), this is
__________, a representative from RiverSource Funds, formerly American
Express Funds, proxy client service center. I am calling because you
were a shareholder of RiverSource Funds on December 16, 2005. In
December, you were sent one or more proxy statements concerning
various RiverSource Fund proposals, including the approval of
investment management services agreements. The purpose of my call
today is to encourage you to vote. Your vote is very important to us."
"Have you received your package of proxy materials?" (If they have not received
materials and would like them re-mailed, see section on Reissuing Proxy
Materials.)
"Are you familiar with the proposals? May I answer any questions for you?"
Address the shareholder questions and after you have answered their questions
you may say:
"If it is convenient for you, I can record your vote over the telephone right
now. Then ask: Is it this a convenient time for you?"
If NO, When you are ready to vote, please follow the instructions
included on your proxy statement. (END CALL.)
If YES:
"The proposals have been reviewed by the Board and, after careful
consideration, the Board recommends that you vote FOR each proposal.
Would you like to vote FOR each proposal?"
If YES, record vote(s).
"Your vote has been recorded. You have voted ________, is
that correct?"
"In the next 72 hours a confirmation will be mailed to you."
"Is there anything else I can help you with today?"
If no state: "Thank you for calling the RiverSource
Funds Proxy Service Center." (END CALL.)
If NO, then ask them, "Would you like to vote on each individual
proposal? " and review each proposal with them. Record their
vote(s). Confirm each of the votes by reading back the
shareholder's choices.
"Your vote has been recorded. You have voted ________ for
____________(cover each proposal separately), is that
correct?"
"In the next 72 hours a confirmation will be mailed to you."
"Is there anything else I can help you with today?" If no
state: "Thank you for calling the RiverSource Funds Proxy
Service Center." (END CALL.)
If the shareholder has a non-related proxy question you may transfer them to the
correct area of Ameriprise Financial. Please state: "Can you please hold, I will
transfer your call to the Ameriprise Financial customer service line so your
questions can be answered. Once you have been transferred, you will need to
enter some information using your touchtone keypad and select the correct area
to address your questions."
- ------------------------------------------------------- -----------------------------------------------------
Type of Call Where to Route Calls
- ------------------------------------------------------- -----------------------------------------------------
Ameriprise Financial & RiverSource General Calls 1-800-862-7919
- ------------------------------------------------------- -----------------------------------------------------
Outside Distribution: RiverSource Products
American Enterprise Life, American Centurion Life,
Smith Barney and Smith Barney of NY, and Privileged 1-800-333-3437
Assets
- ------------------------------------------------------- -----------------------------------------------------
American Express Trust / Participant Services Line 1-800- 521-SAVE (7283)
- ------------------------------------------------------- -----------------------------------------------------
Before you begin the call transfer process please state: "Thank you for calling
the RiverSource Funds Proxy Service Center." (TRANSFER CALL.)
If you receive a proxy call that requires escalation to Ameriprise (upset
shareholder) or the shareholder has questions too technical in nature about the
proxy , please state: "Please hold one minute and I will transfer you to Georgie
Holmquist, a senior manager of the Product Team - she will answer your
questions. If we reach a voice mail, I will be hanging up and you will need to
leave a message for Georgie. In most cases, she will return your phone call
within a timeframe of 24 business hours. "
Before you begin the call transfer process please state: "Thank you for calling
the RiverSource Funds Proxy Service Center. Please hold while I transfer you."
(Transfer call.)
(Georgie's direct dial phone number is: 612-671-2278.)
If Shareholder is not interested in voting when you call please state the
following: "Your vote is very important to us. When you are ready to vote,
please keep in mind there are four ways to vote: by mail, by telephone, by
website or by attending the shareholder meeting on Wednesday, February 15, 2006.
Please vote by mail, telephone or internet even if you plan to attend the
shareholder meeting. Refer to your proxy statement for more detailed voting
instructions including the control number you will need to vote. I thank you for
your time today. Goodbye." (End call.)
- --------------------------------------------------------------------------------
REISSUING PROXY MATERIALS
If caller does not have the Proxy Materials:
"I would be happy to provide a new copy of the proxy and voting materials for
you. I can send them to you via email or by mail. Would you prefer to receive
the voting material via US Postal Service or e-mail?"
If US Postal Service is preferred:
"Mr./Ms. , may I please verify your mailing address so I may send you another
copy of this material?" Verify address and make any changes. "The proxy will be
mailed out in the next 24 hours and you should receive it within 3 to 5 business
days. "
If E-mail is preferred:
"Mr./Ms. , may I please have your email address so I may send you another copy
of this material? (Record information.) You should receive the e-mail within 24
hours. (Read back e-mail and confirm spelling, end call, note the account,
follow e-mail procedure.)
- --------------------------------------------------------------------------------
VOTING FOR SHARES SOLD AFTER DECEMBER 16, 2005
Shareholders who held shares on the date of record are entitled to vote. Please
state the following: " Since you were a shareholder on the date of record, which
was December 16th, 2005, you are still entitled to cast your vote. If you would
like, I can go over the proxy material with you now and assist you in placing
your vote."
- --------------------------------------------------------------------------------
SOLICIATION MESSAGE TO LEAVE ON SHAREHOLDER ANSWERING MACHINE:
"Hello, my name is ____________________ and I am a representative from the
RiverSource Funds proxy client service center. I am calling because you were a
shareholder of RiverSource Funds, formerly known as American Express Funds on
December 16,2005.
"In December, you were sent one or more proxy statements concerning various
RiverSource Fund proposals, including the approval of investment management
agreements.
"The purpose of my call today is to encourage you to vote. Your vote is very
important to us. Shareholders can vote in one of four ways: by mail, by
telephone, by website or by attending a shareholder meeting on Wednesday
February 15, 2006. Please vote by mail, telephone or internet even if you plan
to attend the shareholder meeting. Refer to your proxy statement for more
detailed voting instructions including the control number you will need to vote,
the voting phone number and web address, and where to call if you have
additional questions. You may also vote by mailing the card enclosed in the
proxy statement. "
"If you have questions or are unable to find your proxy statement and would like
to receive a new copy, please call the RiverSource Funds Proxy Client Service
Center toll free at 1-877-256-6085. "
"Thank you for investing with RiverSource Funds. "
- --------------------------------------------------------------------------------
INBOUND - OFFICE CLOSED RECORDING
"Thank you for calling the RiverSource Funds (formerly American Express Funds)
Proxy Client Service Center. I am sorry but our office is currently closed. Our
normal business hours are Monday through Friday 8:00 am to 8:00 pm Central Time
and Saturday 10:00 am to 4:00 pm Central Time. If you are calling to vote, you
can vote via touchtone phone or over the internet. Please refer to your proxy
statement for more detailed voting instructions including the control number you
will need to vote and the voting phone number or web address. For personal
assistance, please call us back during our normal business hours. Thank you for
investing with RiverSource Funds."
- --------------------------------------------------------------------------------
INBOUND - CALL IN QUEUE MESSAGE
"Thank you for calling the RiverSource Funds (formerly American Express Funds)
Proxy Client Service Center. All of our representatives are currently assisting
other shareholders. Your call is important to us. Please continue to hold and
your call will be answered in the order in which it was received."
The following language will appear on the RiverSource Investments and Ameriprise
websites with a link to the ADP voting site on or after December 16, 2005.
Shareholders in RiverSource Funds and RiverSource Variable Portfolio Funds: Your
vote is important. Mutual funds are required to get shareholders' votes for
certain kinds of changes. You were mailed a proxy statement and have a right to
vote on the proposed changes to your fund. One easy way to cast your vote is by
accessing the proxy voting site from here. You will need the control number from
your proxy card, which was mailed with your proxy statement. Click here to
access the voting site.
[RIVERSOURCE(SM) LOGO]
Internet Proxy Voting Service
[IMAGE OF PROXY CARD] Instructions:
To vote on all proposals as the directors
recommend
1. Please enter the control number
from your proxy card:
[___][___][___][___][___]
2. [ ] Check here to vote on all
proposals as the directors
recommend.
3. Click on the VOTE button below.
Your vote is important.
[VOTE]
This proxy is solicited on behalf
of the Board of Directors / OR
Trustees of the fund.
To vote on each proposal separately
RiverSource Funds (formerly known 1. Please enter the control number
as American Express Funds) are from your proxy card:
managed by RiverSource [___][___][___][___][___]
Investments, LLC and distributed
by Ameriprise Financial Services,
Inc., Member NASD. Both companies 2. Click on the VOTE button below.
are part of Ameriprise Financial,
Inc. [VOTE]
Internet Proxy Voting Service
Proxy Voting Form
RiverSource Large Cap Value Fund
AXP Growth Series, Inc.
THE TRUSTEES RECOMMEND A VOTE "FOR" EACH OF THE FOLLOWING PROPOSALS.
Proposal 1. ELECTION OF BOARD MEMBERS.
(All Funds)
( ) FOR ALL ( ) WITHHOLD ALL
( ) FOR ALL EXCEPT
(01) [ ] Kathleen Blatz
(02) [ ] Arne H. Carlson
(03) [ ] Patricia M. Flynn
(04) [ ] Anne P. Jones
(05) [ ] Jeffrey Laikind
(06) [ ] Stephen R. Lewis, Jr.
(07) [ ] Catherine James Paglia
(08) [ ] Vikki L. Pryor
(09) [ ] Alan K. Simpson
(10) [ ] Alison Taunton-Rigby
(11) [ ] William F. Truscott
- -----------------------------------------------------------------------------------------------------------------------------------
Proposal 2. Amend the Articles of Incorporation to permit the Board to establish ( ) FOR ( ) AGAINST ( ) ABSTAIN
the minimum account value and to change the name of the corporation
- -----------------------------------------------------------------------------------------------------------------------------------
Proposal 3. Approve an Investment Management Services Agreement with ( ) FOR ( ) AGAINST ( ) ABSTAIN
RiverSource Investments, LLC
- -----------------------------------------------------------------------------------------------------------------------------------
Proposal 4. Not Applicable. Your fund is not seeking a vote for this proposal. (X) Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------------
Proposal 5. Not Applicable. Your fund is not seeking a vote for this proposal. (X) Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------------
Proposal 6. Not Applicable. Your fund is not seeking a vote for this proposal. (X) Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------------
Proposal 7. Approve changes in fundamental investment policies
- -----------------------------------------------------------------------------------------------------------------------------------
Proposal 7A. Diversification ( ) FOR ( ) AGAINST ( ) ABSTAIN
- -----------------------------------------------------------------------------------------------------------------------------------
Proposal 7B. Not Applicable. Your fund is not seeking a vote for this proposal. (X) Not Applicable
- -----------------------------------------------------------------------------------------------------------------------------------
Proposal 7C. Lending ( ) FOR ( ) AGAINST ( ) ABSTAIN
- -----------------------------------------------------------------------------------------------------------------------------------
Proposal 7D. Borrowing ( ) FOR ( ) AGAINST ( ) ABSTAIN
- -----------------------------------------------------------------------------------------------------------------------------------
Please refer to the proxy statement for discussion of each of these matters.
If no specification is made on a proposal, the proposal will be voted "For".
To receive an optional email confirmation, enter your email address here: [_________________]
Press this button to [Submit] your Proxy Vote.
Please review your selections carefully before voting.
If you vote more than once on the same Proxy, only your last (most recent) vote will be considered valid.
(C) 2000, 2001 ADP Financial Information Services, Inc. The MIS logo is a service mark of Automatic Data Processing, Inc.
The ADP logo is a registered trademark of ADP of North America, Inc. Terms and Conditions. Privacy Statement.
Internet Proxy Voting Service
Proxy Voting Form
RiverSource Large Cap Value Fund
AXP Growth Series, Inc.
Thank you! Your vote has been submitted.
THE TRUSTEES RECOMMEND A VOTE "FOR" EACH OF THE FOLLOWING PROPOSALS.
Proposal 1. ELECTION OF BOARD MEMBERS.
(All Funds)
FOR ALL
(01) Kathleen Blatz
(02) Arne H. Carlson
(03) Patricia M. Flynn
(04) Anne P. Jones
(05) Jeffrey Laikind
(06) Stephen R. Lewis, Jr.
(07) Catherine James Paglia
(08) Vikki L. Pryor
(09) Alan K. Simpson
(10) Alison Taunton-Rigby
(11) William F. Truscott
Proposal 2. Amend the Articles of Incorporation to permit the Board to establish FOR
the minimum account value and to change the name of the corporation
Proposal 3. Approve an Investment Management Services Agreement with FOR
RiverSource Investments, LLC
Proposal 4. Not Applicable. Your fund is not seeking a vote for this proposal. Not Applicable
Proposal 5. Not Applicable. Your fund is not seeking a vote for this proposal. Not Applicable
Proposal 6. Not Applicable. Your fund is not seeking a vote for this proposal. Not Applicable
Proposal 7. Approve changes in fundamental investment policies
Proposal 7A. Diversification FOR
Proposal 7B. Not Applicable. Your fund is not seeking a vote for this proposal. Not Applicable
Proposal 7C. Lending FOR
Proposal 7D. Borrowing FOR
Please refer to the proxy statement for discussion of each of these matters.
- -----------------------------------------------------------------------------------------------------------------------------------
No email confirmation has been sent.
[Change Vote] [Printer Friendly Confirmation] [Vote Another Proxy]
[Exit Internet Proxy Voting Service]
(C) 2000, 2001 ADP Financial Information Services, Inc. The MIS logo is a service mark of Automatic Data Processing, Inc.
The ADP logo is a registered trademark of ADP of North America, Inc. Terms and Conditions. Privacy Statement.
EMAIL CONFIRM
From: proxyweb@proxyweb.com@MISADP on behalf of proxyweb@proxyweb.com
To: [your email address]
Subject: Confirmation of Internet Proxy Vote
Your vote for Control Number *** *** *** 999 99 has been submitted to
RiverSource Large Cap Value Fund for AXP Growth Series, Inc. as follows:
Proposal 1. ELECTION OF BOARD MEMBERS. (All Funds)
..........................................FOR ALL
(01) Kathleen Blatz..........................For
(02) Arne H. Carlson.........................For
(03) Patricia M. Flynn.......................For
(04) Anne P. Jones...........................For
(05) Jeffrey Laikind.........................For
(06) Stephen R. Lewis, Jr....................For
(07) Catherine James Paglia..................For
(08) Vikki L. Pryor..........................For
(09) Alan K. Simpson.........................For
(10) Alison Taunton-Rigby....................For
(11) William F. Truscott.....................For
Proposal 2. Amend the Articles of Incorporation to
permit the Board to establish the minimum
account value and to change the name
of the corporation................................................FOR
Proposal 3. Approve an Investment Management Services
Agreement with RiverSource Investments,
LLC...............................................................FOR
Proposal 4. Not Applicable. Your fund is not seeking
a vote for this proposal.
...................................................................Not Applicable
Proposal 5. Not Applicable. Your fund is not seeking
a vote for this proposal.
...................................................................Not Applicable
Proposal 6. Not Applicable. Your fund is not seeking
a vote for this proposal.
...................................................................Not Applicable
Proposal 7. Approve changes in fundamental investment
policies
Proposal 7A. Diversification...................................FOR
Proposal 7B. Not Applicable. Your fund is not seeking
a vote for this proposal.
...................................................................Not Applicable
Proposal 7C. Lending...........................................FOR
Proposal 7D. Borrowing.........................................FOR
[PROXY VOTE(R) LOGO]
Welcome to the most convenient, secure and fast To submit your Proxy Voting instructions over the Internet,
online Proxy Voting service. complete these two simple steps:
1. Enter your 12 or 14 digit CONTROL NUMBER*: [ ]
[in the box]
* Voting Instruction Form and Proxy Card recipients: This number can be found next to the label Control No. or -->[next to ].
[the arrow ]
* E-mail Notification recipients: This number can be found next to the label Control Number.
2. Select one of the following options and click on VOTE:
[GRAPHIC] Postal Mail Recipients [GRAPHIC] E-Mail Recipients
If you received your voting notification by Postal Mail: If you received your voting notification by E-mail:
Enter your 4-digit Personal Identification Number (PIN)**
[Vote] [ ] [Vote]
Forgot your PIN? Click here
[VERISIGN SECURED LOGO]
Download Adobe(R) Reader(R) | Privacy Statement
PROXY QUICK COMPARE FOR WHOLESALERS:
Comparison of the Selling Fund (VP New Dimensions Fund) and the Buying Fund (VP
Large Cap Equity Fund)
Both the Selling Fund and the Buying Fund:
o Are structured as a series of capital stock of an open-end management
investment company organized as a Minnesota corporation.
o Have RiverSource Investments, LLC (the "investment manager" or "RiverSource
Investments") as an investment adviser.
o Have the same policies for buying and selling shares and the same exchange
rights.
o Have the same distribution policies.
o Are available only by buying an annuity contract or life insurance policy and
allocating contract values to a subaccount that invests in a Fund.
- --------------------------------------------------------------------------------
For a complete comparison of the Selling Fund (VP New Dimensions Fund) and the
Buying Fund (VP Large Cap Equity Fund), see page 9 of the Proxy Statement for
AXP(R) Variable Portfolio - Investment Series, Inc. - RiverSource(SM) Variable
Portfolio - New Dimensions Fund(R) (formerly AXP Variable Portfolio - New
Dimensions Fund).
- --------------------------------------------------------------------------------
- ----------------------- ------------------------------------------ ------------------------------------------
VP New Dimensions (Selling Fund)* VP Large Cap Equity (Buying Fund)*
- ----------------------- ------------------------------------------ ------------------------------------------
Comparison of:
- ----------------------- ------------------------------------------ ------------------------------------------
Investment Objective Seeks to provide shareholders with Seeks capital appreciation
long term growth of capital
- ----------------------- ------------------------------------------ ------------------------------------------
Investment Strategies Since October 2005, the Selling Fund has The Buying Fund has, and, since October
been managed in the same way as the 2005, the Selling Fund has had, a policy
Buying Fund. to invest at least 80% of its net assets
in the common stocks of equity
securities of companies with market
capitalization greater than $5 billion
at the time of purchase.
Prior to October 2005, the Selling Fund Additionally, the Buying Fund is, and,
was managed as a growth fund and was since October 2005, the Selling Fund has
permitted to invest up to 30% of its been, managed as a core fund, with
total assets in foreign investments. portions of the Fund's portfolio
uniquely dedicated to "growth," "value,"
and "core" investing, with no more than
20% available to invest in foreign
investments.
In pursuit of the Fund's objective, the
investment manager will hold both growth
and value companies and at times may
favor one more than the other based on
available opportunities.
- ----------------------- ------------------------------------------ ------------------------------------------
1
FOR INTERNAL USE ONLY. THIS MATERIAL IS NOT FOR INSPECTION BY, DISTRIBUTION, OR
QUOTATION TO, ADVISORS OR THE GENERAL PUBLIC. RiverSource Funds (formerly know
as American Express Funds) are managed by RiverSource Investments, LLC and
distributed by Ameriprise Financial Services, Inc., Member NASD. Both companies
are part of Ameriprise Financial, Inc.
- ----------------------- ------------------------------------------ ------------------------------------------
VP New Dimensions (Selling Fund)* VP Large Cap Equity (Buying Fund)*
- ----------------------- ------------------------------------------ ------------------------------------------
Fundamental Policies The Selling Fund has a similar policy The Buying Fund has a policy permitting
(to the Buying Fund) that applies to borrowing money for temporary
(More detail** ) money or property and permits borrowing purposes in an amount not exceeding
only for extraordinary or emergency one-third of the market value of its
purposes. total assets.
The Selling Fund has a similar policy The Buying Fund has a policy that it
(to the Buying Fund), but does not will not invest more than 5% of its total
include other investment companies in assets in securities of any one company,
the exception. government, or political subdivision
thereof, except the limitation will not
apply to investments in securities issued
by the U.S. government, its agencies, or
instrumentalities, or other investment
companies, and except that up to 25% of
its total assets may be invested
without regard to this 5% limitation.
The Selling Fund has a policy permitting The Buying Fund has a policy permitting
the Selling Fund to lend fund securities the Fund to lend fund securities and
up to 30% of its net assets. In participate in an interfund lending
addition, the Selling Fund has a policy program up to 331/3% of the value of the
that it may make cash loans up to 5% of fund's total assets. This policy does
its total assets. The Selling Fund has a not prohibit the Buying Fund from
policy prohibiting loans to the purchasing money market securities,
investment manager, its board members loans, loan participation or other debt
and officers and to the board members securities, or from entering into
and officers of the Selling Fund. repurchase agreements.
- ----------------------- ------------------------------------------ ------------------------------------------
* Selling Fund and Buying Fund are the terms used in the proxy. The Selling
Fund is the Fund that will be merged; the Buying Fund is the Fund that will
receive assets.
** Changes in Fundamental Investment Policies
The fund has some investment policies that are fundamental. This means the
policies can be changed only with the approval of shareholders. RiverSource
Investments recommended to the Board that certain of those policies be modified
in order to standardize the policies for all RiverSource funds and to eliminate
unnecessary limitations. Complete information on the proposed changes appears in
Exhibit B of the Proxy Statement.
RiverSource Investments believes that increased standardization will help to
promote operational efficiencies and facilitate monitoring of compliance with
fundamental investment policies. Adoption of a new or revised policy is not
intended to change current investment techniques employed for the fund.
The Board recommends the following changes to the fund's fundamental investment
policies:
A. Diversification. The Board recommends that the fund's fundamental policy with
respect to diversification be revised to give the fund the maximum flexibility
permitted by the Investment Company Act of 1940 (the "1940 Act") and permit the
fund to invest without limit in the securities of other investment companies.
Pursuant to an exemptive order granted by the Securities and Exchange
Commission, the fund may invest up to 25% of its total assets in a non-publicly
offered money market fund managed by investment manager (the "cash pool fund").
The investment manager anticipates that making use of the cash pool fund will
benefit the fund by enhancing the efficiency of cash management and by
2
FOR INTERNAL USE ONLY. THIS MATERIAL IS NOT FOR INSPECTION BY, DISTRIBUTION, OR
QUOTATION TO, ADVISORS OR THE GENERAL PUBLIC. RiverSource Funds (formerly know
as American Express Funds) are managed by RiverSource Investments, LLC and
distributed by Ameriprise Financial Services, Inc., Member NASD. Both companies
are part of Ameriprise Financial, Inc.
providing increased short-term investment opportunities. If the proposal is
approved, the cash pool fund is expected to serve as a principal option for
managing the cash positions of the fund. Future amendments to the fund's
fundamental diversification policy would continue to require shareholder
approval.
B. Ten Percent Limitation in Single Issuer The 10% percent limit in the proposed
policy is required under the 1940 Act. Under the 1940 Act, a fund is permitted
to invest up to 25% of its assets without regard to the 10% limitation. The
Board recommends that shareholders amend the policy so that it reflects the
terms of the 1940 Act. The proposal is not expected to materially affect the
operation of the fund. However, the adoption of the proposed investment policy
will standardize investment policies.
C. Lending. The Board recommends that the fund's fundamental policies with
respect to lending be replaced with the following policy:
The Fund will not lend securities or participate in an interfund lending program
if the total of all such loans would exceed 331/3% of the Fund's total assets
except this fundamental investment policy shall not prohibit the Fund from
purchasing money market securities, loans, loan participation or other debt
securities, or from entering into repurchases agreements. The proposal is not
expected to materially affect the operation of the fund.
D. Borrowing. The Board recommends that the fund's fundamental policy with
respect to borrowing be replaced with the following policy:
The fund may not borrow money, except for temporary purposes (not for leveraging
or investment) in an amount not exceeding 331/3% of its total assets (including
the amount borrowed) less liabilities (other than borrowings) immediately after
the borrowings. Funds typically borrow money to meet redemptions in order to
avoid forced, unplanned sales of portfolio securities. This technique allows
RiverSource Investments greater flexibility in managing the fund's cash flow.
Fees and Expenses (Table A-2, copied from the Proxy Statement)
The following table describes the fees and expenses, adjusted to reflect current
fees, that you pay if you buy and hold shares of the Selling Fund or shares of
the Buying Fund. The table also shows pro forma expenses of the Buying Fund
assuming the proposed Reorganization had been effective during the most recent
fiscal year, adjusted to reflect current fees. The table does not reflect the
expenses that apply to the subaccounts or the contracts. Inclusion of these
charges would increase expenses for all periods shown. The fees and expenses
below exclude the costs of this Reorganization as these will be paid by
Ameriprise Financial.
The information below is copied from Table A-2 in the Proxy Statement. It
includes fee tables for the selling fund (VP New Dimensions Fund), buying fund
(VP Large Cap Equity Fund) and VP Large Cap Equity - Pro Forma with VP New
Dimensions Fund.
3
FOR INTERNAL USE ONLY. THIS MATERIAL IS NOT FOR INSPECTION BY, DISTRIBUTION, OR
QUOTATION TO, ADVISORS OR THE GENERAL PUBLIC. RiverSource Funds (formerly know
as American Express Funds) are managed by RiverSource Investments, LLC and
distributed by Ameriprise Financial Services, Inc., Member NASD. Both companies
are part of Ameriprise Financial, Inc.
Annual Fund Operating Expenses (expenses that are deducted from fund assets)
As a percentage of average daily net assets as of fiscal year ended Aug. 31,
2005:
VP New Dimensions (Selling Fund)
Management fees(a) 0.55%
Distribution (12b-1) fees(c) 0.13%
Other expenses(e) 0.08%
Total 0.76%
VP Large Cap Equity (Buying Fund)
Management fees(b) 0.56%
Distribution (12b-1) fees(c) 0.13%
Other expenses(d) 0.14%
Total 0.83%
VP Large Cap Equity - Pro Forma with VP New Dimensions Fund
Management fees(f) 0.52%
Distribution (12b-1) fees(c) 0.13%
Other expenses(d) 0.14%
Total 0.79%
(a) The management fee ratio shown is the actual ratio as of the Fund's most
recent fiscal year end. It includes the impact of a performance incentive
adjustment fee that decreased the management fee by 0.07% for VP New
Dimensions. The index against which the Fund's performance is measured for
purposes of determining the performance incentive adjustment was the Lipper
Large Cap Growth Funds Index. Since Nov. 2005, the index against which
Fund's performance is measured for the purposes of determining the
performance incentive adjustment is the Lipper Large Cap Core Funds Index.
If this Reorganization is not approved, VP New Dimensions management fee
schedule will be modified and fees will be lower. The estimated management
fee ratio under the proposed schedule based on average net assets as of
8/31/05, net of the .07% performance incentive adjustment decrease, is
..51%.
(b) The management fee ratio reflects what the ratio would be under the
proposed revised management fee schedule. It includes the impact of a
performance incentive adjustment fee that decreased the management fee by
0.02% for VP Large Cap Equity. The index against which the Fund's
performance is measured for purposes of determining the performance
incentive adjustment is the Lipper Large Cap Core Funds Index.
(c) The Fund has adopted a plan under Rule 12b-1 of the Investment Company Act
of 1940. The Fund pays IDS Life Insurance Company an annual fee of up to
0.125% of average daily net assets as payment for distributing its shares
and providing shareholder services. Because this fee is paid out of the
Fund's assets on an on-going basis, over time this fee will increase the
cost of your investment and may cost you more than paying other types of
sales charges.
(d) Other expenses include taxes, brokerage commissions and other nonadvisory
expenses, including administrative and custody services. The other expense
ratio shown in this chart has been adjusted to reflect the new
administrative fee that went into effect in October 2005, as well as the
proposed transfer agent fee of .06% of average net assets.
(e) Other expenses include taxes, brokerage commissions and other nonadvisory
expenses, including administrative and custody services. The other expense
ratio shown in this chart has been adjusted to reflect the new
administrative fee that went into effect in October 2005. This ratio does
not include the proposed transfer agent fee of .06% of average net assets.
(f) The management fee ratio reflects what the ratio would be under the
proposed revised management fee schedule. It includes the impact of the
performance incentive adjustment that reduced the management fee by 0.02%.
It also includes the impact of a special management fee waiver that will be
in effect until August 2006. This special management fee waiver is
estimated to reduce the management fee ratio by approximately 0.01%.
4
FOR INTERNAL USE ONLY. THIS MATERIAL IS NOT FOR INSPECTION BY, DISTRIBUTION, OR
QUOTATION TO, ADVISORS OR THE GENERAL PUBLIC. RiverSource Funds (formerly know
as American Express Funds) are managed by RiverSource Investments, LLC and
distributed by Ameriprise Financial Services, Inc., Member NASD. Both companies
are part of Ameriprise Financial, Inc.
PROXY QUICK COMPARE FOR WHOLESALERS:
Comparison of the Selling Fund (VP Strategy Aggressive Fund) and the Buying Fund
(VP Mid Cap Growth Fund)
Both the Selling Fund and the Buying Fund:
o Are structured as a series of capital stock of an open-end management
investment company organized as a Minnesota corporation.
o Have RiverSource Investments, LLC (the "investment manager" or "RiverSource
Investments") as an investment adviser.
o Have the same policies for buying and selling shares and the same exchange
rights.
o Have the same distribution policies.
o Are available only by buying an annuity contract or life insurance policy and
allocating contract values to a subaccount that invests in a Fund.
- --------------------------------------------------------------------------------
For a complete comparison of the Selling Fund (VP Strategy Aggressive Fund) and
the Buying Fund (VP Mid Cap Growth Fund), see page 9 of the Proxy Statement for
AXP(R) Variable Portfolio - Investment Series, Inc. - RiverSource(SM) Variable
Portfolio - Strategy Aggressive Fund (formerly AXP Variable Portfolio - Strategy
Aggressive Fund)
- --------------------------------------------------------------------------------
- ----------------------- ------------------------------------------ ------------------------------------------
VP Strategy Aggressive (Selling Fund) * VP Mid Cap Growth (Buying Fund)*
- ----------------------- ------------------------------------------ ------------------------------------------
Comparison of:
- ----------------------- ------------------------------------------ ------------------------------------------
Investment Objective Seeks to provide shareholders Seeks to provide shareholders with growth
with capital appreciation.
- ----------------------- ------------------------------------------ ------------------------------------------
Investment Strategies Prior to October 2005, the Selling Fund The Buying Fund has and, since October
was required to invest at least 65% of 2005, the Selling Fund , has had, a
its total assets in the equity policy to invest at least 80% of its net
securities of small- and medium sized assets in the common stocks of
companies. mid-capitalization companies.
Prior to October 2005, the Selling Fund
was required to invest at least 65% of The Fund will provide shareholders with
its total assets in the equity at least 60 days' notice of any change in
securities of small- and medium sized the 80% policy. The investment manager
companies. defines mid-cap companies as those
whose market capitalization (number of
Since October 2005, the Selling Fund has shares outstanding multiplied by the
been managed in the same way as the share price) falls within the range of
Buying Fund. the Russell Midcap(R) Growth Index (the
Index).
The market capitalization range of the
companies included within the Index was
$1.2 billion to $15.9 billion as of Aug.
31, 2005.
- ----------------------- ------------------------------------------ ------------------------------------------
1
FOR INTERNAL USE ONLY. THIS MATERIAL IS NOT FOR INSPECTION BY, DISTRIBUTION, OR
QUOTATION TO, ADVISORS OR THE GENERAL PUBLIC. RiverSource Funds (formerly know
as American Express Funds) are managed by RiverSource Investments, LLC and
distributed by Ameriprise Financial Services, Inc., Member NASD. Both companies
are part of Ameriprise Financial, Inc.
- ----------------------- ------------------------------------------ ------------------------------------------
VP Strategy Aggressive (Selling Fund) * VP Mid Cap Growth (Buying Fund)*
- ----------------------- ------------------------------------------ ------------------------------------------
Fundamental Policies The Selling Fund has a similar policy The Buying Fund has a policy permitting
(to the Buying Fund) that applies to borrowing money for temporary purposes
money or property and permits borrowing in an amount not exceeding one-third of
only for extraordinary or emergency the market value of its total assets.
** Additional detail purposes.
The Selling Fund has a similar policy The Buying Fund has a policy that it
(to the Buying Fund), but does not will not invest more than 5% of its total
include other investment companies in assets in securities of any one company,
the exception. government, or political subdivision
thereof, except the limitation will not
apply to investments in securities issued
by the U.S. government, its agencies, or
instrumentalities, or other investment
companies, and except that up to 25% of
its total assets may be invested without
regard to this 5% limitation.
The Selling Fund has a similar policy The Buying Fund has a policy that it
(to the Buying Fund), but does not have will not purchase more than 10% of the
the 25% exception. outstanding voting securities of an
issuer, except up to 25% of its total
assets may be invested without regard
to this 10% limitation.
The Selling Fund has a policy permitting The Buying Fund has a policy permitting
the Selling Fund to lend fund securities the Fund to lend fund securities and
up to 30% of its net assets. In participate in an interfund lending
addition, the Selling Fund has a policy program up to 331/3% of the value of the
that it may make cash loans up to 5% of fund's total assets. This policy does
its total assets. The Selling Fund has a not prohibit the Buying Fund from
policy prohibiting loans to the purchasing money market securities,
investment manager, or to board members loans, loan participations or other debt
and officers of the investment manager securities, or from entering into
of the Fund. This policy simply states a repurchase agreements.
prohibition of the Investment Company
Act of 1940 (the "1940 Act") and the
Fund is not required to declare this
policy as a fundamental policy.
- ----------------------- ------------------------------------------ ------------------------------------------
* Selling Fund and Buying Fund are the terms used in the proxy. The Selling Fund
is the Fund that will be merged; the Buying Fund is the Fund that will receive
assets.
** Changes in Fundamental Investment Policies
The fund has some investment policies that are fundamental. This means the
policies can be changed only with the approval of shareholders. RiverSource
Investments recommended to the Board that certain of those policies be modified
in order to standardize the policies for all RiverSource funds and to eliminate
unnecessary limitations. Complete information on the proposed changes appears in
Exhibit B of the Proxy Statement.
2
FOR INTERNAL USE ONLY. THIS MATERIAL IS NOT FOR INSPECTION BY, DISTRIBUTION, OR
QUOTATION TO, ADVISORS OR THE GENERAL PUBLIC. RiverSource Funds (formerly know
as American Express Funds) are managed by RiverSource Investments, LLC and
distributed by Ameriprise Financial Services, Inc., Member NASD. Both companies
are part of Ameriprise Financial, Inc.
RiverSource Investments believes that increased standardization will help to
promote operational efficiencies and facilitate monitoring of compliance with
fundamental investment policies. Adoption of a new or revised policy is not
intended to change current investment techniques employed for the fund.
The Board recommends the following changes to the fund's fundamental investment
policies:
A. Diversification. The Board recommends that the fund's fundamental policy with
respect to diversification be revised to give the fund the maximum flexibility
permitted by the 1940 Act and permit the fund to invest without limit in the
securities of other investment companies. Pursuant to an exemptive order granted
by the Securities and Exchange Commission, the fund may invest up to 25% of its
total assets in a non-publicly offered money market fund managed by investment
manager (the "cash pool fund"). The investment manager anticipates that making
use of the cash pool fund will benefit the fund by enhancing the efficiency of
cash management and by providing increased short-term investment opportunities.
If the proposal is approved, the cash pool fund is expected to serve as a
principal option for managing the cash positions of the fund. Future amendments
to the fund's fundamental diversification policy would continue to require
shareholder approval.
B. Ten Percent Limitation in Single Issuer The 10% percent limit in the proposed
policy is required under the 1940 Act. Under the 1940 Act, a fund is permitted
to invest up to 25% of its assets without regard to the 10% limitation. The
Board recommends that shareholders amend the policy so that it reflects the
terms of the 1940 Act. The proposal is not expected to materially affect the
operation of the fund. However, the adoption of the proposed investment policy
will standardize investment policies.
C. Lending. The Board recommends that the fund's fundamental policies with
respect to lending be replaced with the following policy:
The Fund will not lend securities or participate in an interfund lending program
if the total of all such loans would exceed 331/3% of the Fund's total assets
except this fundamental investment policy shall not prohibit the Fund from
purchasing money market securities, loans, loan participation or other debt
securities, or from entering into repurchases agreements. The proposal is not
expected to materially affect the operation of the fund.
D. Borrowing. The Board recommends that the fund's fundamental policy with
respect to borrowing be replaced with the following policy:
The fund may not borrow money, except for temporary purposes (not for leveraging
or investment) in an amount not exceeding 331/3% of its total assets (including
the amount borrowed) less liabilities (other than borrowings) immediately after
the borrowings. Funds typically borrow money to meet redemptions in order to
avoid forced, unplanned sales of portfolio securities. This technique allows
RiverSource Investments greater flexibility in managing the fund's cash flow.
Fees and Expenses (Table A-2, copied from the Proxy Statement)
The following table describes the fees and expenses, adjusted to reflect current
fees that you pay if you buy and hold shares of the Selling Fund or shares of
the Buying Fund. The table also shows pro forma expenses of the Buying Fund
assuming the proposed Reorganization had been effective during the most recent
fiscal year, adjusted to reflect current fees. As of the end of the most recent
fiscal year, the expense ratios for the Buying Fund were higher than the expense
ratios for the Selling Fund, adjusted to reflect current fees. As a result,
approval of the Reorganization, may result in higher expenses for the Selling
Fund shareholders.
The table does not reflect the expenses that apply to the subaccounts or the
contracts. Inclusion of these charges would increase expenses for all periods
shown. The fees and expenses below exclude the costs of this Reorganization as
these will be paid by Ameriprise Financial.
3
FOR INTERNAL USE ONLY. THIS MATERIAL IS NOT FOR INSPECTION BY, DISTRIBUTION, OR
QUOTATION TO, ADVISORS OR THE GENERAL PUBLIC. RiverSource Funds (formerly know
as American Express Funds) are managed by RiverSource Investments, LLC and
distributed by Ameriprise Financial Services, Inc., Member NASD. Both companies
are part of Ameriprise Financial, Inc.
The information below is copied from Table A-2 in the Proxy Statement, page 16.
It includes fee tables for the selling fund (VP Strategy Aggressive ), buying
fund (VP Mid Cap Growth Fund) and VP Mid Cap Growth - Pro Forma with VP Strategy
Aggressive.
Annual Fund Operating Expenses (expenses that are deducted from fund assets)
As a percentage of average daily net assets as of fiscal year ended Aug. 31,
2005:
VP Strategy Aggressive (Selling Fund)
Management fees(a) 0.56%
Distribution (12b-1) fees(c) 0.13%
Other expenses(d) 0.10%
Total 0.79%
VP Mid Cap Growth (Buying Fund)
Management fees(b) 0.63%
Distribution (12b-1) fees(c) 0.13%
Other expenses(e) 0.17%
Total(f) 0.93%
VP Mid Cap Growth - Pro Forma with VP Strategy
Aggressive
Management fees(b) 0.63%
Distribution (12b-1) fees(c) 0.13%
Other expenses(e) 0.15%
Total(g) 0.91%
(a) The management fee ratio shown is the actual fee ratio as of the most recent
fiscal year end. It includes the impact of a performance incentive adjustment
fee that decreased the management fee by 0.07% for VP Strategy Aggressive. The
index against which the Fund's performance is measured for purposes of
determining the performance incentive adjustment is the Lipper Mid Cap Growth
Funds Index. If this Reorganization is not approved, there is a separate
proposal to modify VP Strategy Aggressive's management fee schedule. The
estimated management fee ratio under the new schedule based on average net
assets as of 8/31/05, net of the 0.07% performance incentive adjustment
decrease, is .53%.
(b) The management fee ratio reflects what the ratio would be under the proposed
revised management fee schedule. For more information on the proposed change in
the management fee, please refer to Exhibit B. It includes the impact of a
performance incentive adjustment fee that decreased the management fee by 0.07%
for VP Mid Cap Growth. The index against which the Fund's performance is
measured for purposes of determining the performance incentive adjustment is the
Lipper Mid Cap Growth Funds Index.
(c) The Fund has adopted a plan under Rule 12b-1 of the Investment Company Act
of 1940. The Fund pays IDS Life Insurance Company an annual fee of up to 0.125%
of average daily net assets as payment for distributing its shares and providing
shareholder services. Because this fee is paid out of the Fund's assets on an
on-going basis, over time this fee will increase the cost of your investment and
may cost you more than paying other types of sales charges.
(d) Other expenses include taxes, brokerage commissions and other nonadvisory
expenses, including administrative and custody services. The other expense ratio
for the selling fund has been adjusted to reflect the new administrative fee
that went into effect in October 2005. It does not include the proposed transfer
agent fee.
(e) Other expenses include taxes, brokerage commissions and other nonadvisory
expenses including administrative and custody services. The other expenses
ratios have been adjusted to reflect the new administrative fee that went into
effect October 2005 as well as the proposed transfer agent fee.
(f) For VP Mid Cap Growth, the investment manager and its affiliates have
contractually agreed to waive certain fees and to absorb certain expenses until
Aug. 31, 2006, unless sooner terminated at the discretion of the Fund's Board.
Any amount waived will not be reimbursed by the Fund. Under this agreement, for
the first year after the Reorganization, net expenses, before giving effect to
any performance incentive adjustment, will not exceed 1.1%. Total expenses
reflected in the table above are below this cap.
(g) If shareholders approve the Reorganization, the investment manager and its
affiliates have contractually agreed to waive certain fees and to absorb certain
expenses for a period of 5 years following the implementation of the
Reorganization, unless sooner terminated at the discretion of the Fund's Board.
Any amounts waived will not be reimbursed by the Fund. Under this agreement, for
the first year after the Reorganization, net expenses, before giving effect to
any performance incentive adjustment, will not exceed 1.0%. Total expenses
reflected in the table above are below this cap.
4
FOR INTERNAL USE ONLY. THIS MATERIAL IS NOT FOR INSPECTION BY, DISTRIBUTION, OR
QUOTATION TO, ADVISORS OR THE GENERAL PUBLIC. RiverSource Funds (formerly know
as American Express Funds) are managed by RiverSource Investments, LLC and
distributed by Ameriprise Financial Services, Inc., Member NASD. Both companies
are part of Ameriprise Financial, Inc.