Ex-99.17(h) Annual Report (RIVERSOURCE INVESTMENTS LOGO) RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND ANNUAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 2008 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND SEEKS TO PROVIDE SHAREHOLDERS WITH AS HIGH A LEVEL OF CURRENT INCOME EXEMPT FROM FEDERAL INCOME TAX AS IS CONSISTENT WITH LIQUIDITY AND STABILITY OF PRINCIPAL. <Table> (SINGLE STRATEGY FUNDS ICON) </Table> LETTER TO SHAREHOLDERS -------------------------------------------------------- (PHOTO - BANNIGAN - LEWIS) Patrick T. Bannigan (left) Stephen R. Lewis, Jr. (right) Dear Fellow Shareholders, 2008 was an unprecedented year in many ways. Investors watched the precipitous decline in all the major U.S. and international equity indexes as concerns about the economy gave way to fear and selling of securities. In response to substantial losses in the markets and weakening economic indicators, the government stepped in swiftly and aggressively to encourage liquidity and credit availability in an attempt to make credit markets function. By the end of the calendar year, these actions still needed time to gain traction in the markets. During a severe economic environment like the one we are experiencing, it is essential that investors try not to let short-term losses in the market distract from a long-term investment plan. Such discipline may be easier said than done in the presence of negative news in the media. However, the financial choices you make today -- practicing patience or locking in losses -- will influence your portfolio's performance. GETTING BACK ON TRACK Whether you look at the glass half empty or half full, every broad based market decline creates investment opportunities. The financial markets are expected to recover, although it is impossible to know when. In the meantime, make sure your portfolio is positioned to benefit from the next sources of growth. Market recoveries often occur before the reported end of a recession. If you wait for validation of economic recovery before reinvesting in the markets, you may well miss out on market returns associated with an economic rebound. -------------------------------------------------------------------------------- THIS PAGE IS NOT PART OF THE ANNUAL REPORT -------------------------------------------------------------------------------- <Table> <Caption> TIME ELAPSED BETWEEN BEAR MARKET AND BEAR MARKET RECESSION RETURNS RECESSION ENDED END DATES MISSED* ----------------------------------------------------------------- August 1929 - March 1933 June 1932 9 months 39.21% August 1957 - April 1958 December 1957 4 months 9.94% December 1969 - November 1970 June 1970 5 months 21.81% November 1973 - March 1975 September 1974 6 months 34.47% July 1981 - November 1982 July 1982 4 months 31.72% July 1990 - March 1991 October 1990 5 months 25.33% ----------------------------------------------------------------- </Table> * S&P 500(R) Index total returns for the number of months between the recession and bear market end dates. Be sure your portfolio is on track today. Talk with your financial professional about opportunities that have been created in the markets and take advantage of our solutions and strategies that can help position portfolios for the next market recovery cycle. OUR FAMILY OF FUNDS We also want to share some good news with our fellow shareholders. Last November, RiverSource Investments, a wholly- owned subsidiary of Ameriprise Financial, Inc., acquired J. & W. Seligman & Co. Incorporated. Seligman's long heritage of investing and exceptional wealth of experience is a valuable addition to RiverSource Investments. Along with RiverSource and Threadneedle, Seligman joins our comprehensive family of mutual funds we offer investors. For more information about any of our RiverSource Funds, go online to RiverSource.com or call (888) 791-3380. Customer Service Representatives are available to answer your questions Monday through Friday from 8 a.m. to 5 p.m. Central time. -------------------------------------------------------------------------------- THIS PAGE IS NOT PART OF THE ANNUAL REPORT LETTER TO SHAREHOLDERS (continued) -------------------------------------------- In addition, we are excited to welcome John Maher and Leroy Richie to the RiverSource Funds' Boards of Directors. Mr. Maher and Mr. Richie join us from the Seligman Funds' Boards of Directors. The acquisition of Seligman creates several new opportunities for RiverSource Funds' shareholders, including access to talented portfolio managers and competitive mutual fund solutions to help you reach your investment goals. We hope you are as excited by these opportunities as we are. Thank you for investing with us. <Table> /s/ STEPHEN R. LEWIS, JR. /s/ PATRICK T. BANNIGAN Stephen R. Lewis, Jr. Patrick T. Bannigan Chairman of the Boards President, RiverSource Funds </Table> YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF A MUTUAL FUND CAREFULLY BEFORE INVESTING. FOR A FREE PROSPECTUS, WHICH CONTAINS THIS AND OTHER IMPORTANT INFORMATION ABOUT THE FUNDS, CALL (888) 791-3380. READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. Asset allocation, diversification, and dollar cost averaging do not assure a profit or protect against loss and past performance is no guarantee of future results. Standard & Poor's 500 Index (S&P 500 Index) is an unmanaged list of common stocks and is frequently used as a general measure of U.S. market performance. -------------------------------------------------------------------------------- THIS PAGE IS NOT PART OF THE ANNUAL REPORT THIS PAGE LEFT BLANK INTENTIONALLY TABLE OF CONTENTS ------------------------------------------------------------- <Table> Your Fund at a Glance.............. 3 Manager Commentary................. 5 Fund Expenses Example.............. 9 Portfolio of Investments........... 11 Statement of Assets and Liabilities...................... 18 Statement of Operations............ 19 Statements of Changes in Net Assets........................... 20 Financial Highlights............... 21 Notes to Financial Statements...... 22 Report of Independent Registered Public Accounting Firm........... 31 Federal Income Tax Information..... 33 Board Members and Officers......... 35 Proxy Voting....................... 40 </Table> (DALBAR LOGO) The RiverSource mutual fund shareholder reports have been awarded the Communications Seal from Dalbar Inc., an independent financial services research firm. The Seal recognizes communications demonstrating a level of excellence in the industry. -------------------------------------------------------------------------------- 2 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT YOUR FUND AT A GLANCE ---------------------------------------------------------- FUND SUMMARY -------------------------------------------------------------------------------- > RiverSource Tax-Exempt Money Market Fund (the Fund) gained 1.38% for the 12 months ended Dec. 31, 2008. > The annualized simple yield was 0.33% and the annualized compound yield was also 0.33% for the seven-day period ended Dec. 31, 2008. The annualized simple and compound yields more closely reflect the current earnings of the Fund than the total return. ANNUALIZED TOTAL RETURNS (for period ended Dec. 31, 2008) -------------------------------------------------------------------------------- <Table> <Caption> 1 year 3 years 5 years 10 years -------------------------------------------------------------------- RiverSource Tax-Exempt Money Market Fund +1.38% +2.41% +1.89% +1.90% -------------------------------------------------------------------- </Table> The performance information shown represents past performance and is not a guarantee of future results. The investment return and principal value of your investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by contacting your financial institution or visiting riversource.com/funds. The Fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although the Fund seeks to preserve the value of your investment at $1 per share, it is possible to lose money by investing in the Fund. Yields will fluctuate. The seven-day current yield more closely reflects the current earnings of the Fund than the total return. -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 3 YOUR FUND AT A GLANCE (continued) ---------------------------------------------- STYLE MATRIX -------------------------------------------------------------------------------- <Table> <Caption> DURATION SHORT INT. LONG X HIGH MEDIUM QUALITY LOW </Table> Shading within the style matrix indicates areas in which the Fund is designed to generally invest. The style matrix can be a valuable tool for constructing and monitoring your portfolio. It provides a frame of reference for distinguishing the types of stocks or bonds owned by a mutual fund, and may serve as a guideline for helping you build a portfolio. Investment products, including shares of mutual funds, are not federally or FDIC-insured, are not deposits or obligations of, or guaranteed by any financial institution, and involve investment risks including possible loss of principal and fluctuation in value. PORTFOLIO STATISTICS -------------------------------------------------------------------------------- <Table> Weighted average maturity(1) 33 days ------------------------------------ </Table> ANNUAL OPERATING EXPENSE RATIO (as of the current prospectus) -------------------------------------------------------------------------------- <Table> <Caption> Total fund expenses 0.69% --------------------------------- </Table> (1) WEIGHTED AVERAGE MATURITY is the amount of time remaining before securities are due and principal must be repaid. AN INVESTMENT IN MONEY MARKET FUNDS IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE FUND SEEKS TO MAINTAIN THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND. Income from tax-exempt funds may be subject to state and local taxes. Federal income tax rules will apply to any capital gains distribution. -------------------------------------------------------------------------------- 4 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT MANAGER COMMENTARY ------------------------------------------------------------- Dear Shareholders: RiverSource Tax-Exempt Money Market Fund (the Fund) gained 1.38% for the 12 months ended Dec. 31, 2008. The annualized simple yield was 0.33% and the annualized compound yield was also 0.33% for the seven-day period ended Dec. 31, 2008. The annualized simple and compound yields more closely reflect the current earnings of the Fund than the total return. SIGNIFICANT PERFORMANCE FACTORS Dramatic action by the Federal Reserve (the Fed), increasing weakness in economic growth, the intensifying global financial crisis and the resulting liquidity freeze had the greatest effect on the Fund's results. These factors came to an unprecedented confluence starting in the third quarter of 2008. As financial institutions declared bankruptcy, were forced to merge or were taken over by the government, solvency concerns prominently drove the crisis. In an effort to revive confidence, the Fed and U.S. Treasury, in coordination with global policymakers, announced a host of programs to help improve liquidity. Further, as part of a global effort to ease monetary conditions, combat deterioration in financial market conditions and mitigate worsening economic growth prospects, the Fed lowered the targeted federal funds rate by over 400 basis points (4.00%) in December, bringing the rate to between 0.00% and 0.25%. Following the downward path of the targeted federal funds rate, tax-exempt money market yields moved dramatically lower. At the same time, the tax-exempt money market yield curve actually steepened, meaning longer-term yields grew increasingly higher than shorter-term yields, as credit concerns caused investors to favor shorter-dated maturities in an effort to increase their liquidity profile and further mitigate risk. Within the tax-free money market area, extreme dislocation in the variable-rate demand obligation market also had a major impact, driven primarily by the failure of Lehman Brothers in September along with certain technical factors. Another related factor was the tax-exempt note market grinding to a halt during September and October, as the liquidity SECTOR DIVERSIFICATION (at Dec. 31, 2008; % of portfolio assets) --------------------------------------------------------------------- <Table> Municipal Notes 100% ----------------------------------------------- </Table> -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 5 MANAGER COMMENTARY (continued) ------------------------------------------------- crunch hit hard. The commercial paper market also experienced extreme dislocation during the period, as issuers were not able to issue commercial paper because investors were unwilling to finance any fixed-rate product that was illiquid or longer than seven days in maturity. Given these volatile conditions, money market investors remained principally concerned with safety and preserving liquidity throughout the annual period. Preservation of capital and liquidity management were our primary areas of focus as well. CHANGES TO THE FUND'S PORTFOLIO We strategically adjusted the Fund's average weighted maturity as market conditions shifted. The Fund began the 12-month period with an average weighted maturity of 35 days. For most of the first half of the year, we maintained a neutral duration bias, as the money markets were focused on credit conditions. (Duration is a measure of the Fund's sensitivity to changes in interest rates.) By mid-year, we had increased the average weighted maturity of the Fund to 46 days, as the Fed was proactively adding liquidity measures in an effort to address liquidity concerns and as a result credit conditions marginally improved. Beginning in September, however, we once again raised the Fund's liquidity profile as a defensive measure given the meltdown in the financial markets. In implementing this strategy, we increased the Fund's holdings of daily floating rate securities, which are reset in line with changes in market interest rates and offer daily liquidity. As of Dec. 31, 2008, the average weighted maturity of the Fund had been reduced to 33 days. TOP TEN STATES (at Dec. 31, 2008; % of portfolio assets) -------------------------------------------------------------------------------- <Table> <Caption> Minnesota 16.2% ------------------------------------------------------------ Texas 6.7% ------------------------------------------------------------ Tennessee 6.6% ------------------------------------------------------------ Massachusetts 6.3% ------------------------------------------------------------ Alaska 4.7% ------------------------------------------------------------ Alabama 4.7% ------------------------------------------------------------ Arizona 4.7% ------------------------------------------------------------ New Mexico 4.7% ------------------------------------------------------------ Illinois 4.6% ------------------------------------------------------------ Washington 4.5% ------------------------------------------------------------ </Table> -------------------------------------------------------------------------------- 6 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT -------------------------------------------------------------------------------- Although the tax-exempt money market yield curve steepened during the annual period overall, volatile market conditions led us to primarily invest the Fund's assets in daily and weekly variable rate demand notes, as these are the most liquid securities available in the tax-exempt money markets. We also increased the Fund's allocation to municipal commercial paper with one-month maturities. OUR FUTURE STRATEGY The Fed stated in December that it intends to maintain its current monetary policy for some time, as weak economic conditions are likely to warrant an exceptionally low targeted federal funds rate. Among the weak economic conditions that the Fed must consider during the coming months are unemployment rates possibly heading upward of 7%, consumers likely to be increasing their savings at the expense of spending and the fact that the credit crisis has resulted in a recession that will likely continue through much of 2009. We intend to continue to evaluate investments carefully and make strategic decisions to balance an enhanced liquidity profile while seeking current income. We may look to lengthen the Fund's weighted average maturity through the purchase of high quality fixed-rate securities as we seek to lock in the higher yields of an upward sloping yield curve. We will, of course, continue to closely monitor economic data, Fed policy and any shifts in the tax-exempt money market yield curve, striving to strategically adjust the portfolio accordingly. We intend to continue to focus on high quality investments with minimal credit risk while seeking competitive yields. Our objective We intend to continue to evaluate investments carefully and make strategic decisions to balance an enhanced liquidity profile while seeking current income. -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 7 MANAGER COMMENTARY (continued) ------------------------------------------------- remains to seek as high a level of current income exempt from federal income tax as is consistent with liquidity and stability of principal. Dan Tronstad Portfolio Manager Any specific securities mentioned are for illustrative purposes only and are not a complete list of securities that have increased or decreased in value. The views expressed in this statement reflect those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily represent the views of RiverSource Investments, LLC (RiverSource) or any subadviser to the Fund or any other person in the RiverSource or subadviser organizations. Any such views are subject to change at any time based upon market or other conditions and RiverSource disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a RiverSource fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any RiverSource fund. -------------------------------------------------------------------------------- 8 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT FUND EXPENSES EXAMPLE ---------------------------------------------------------- (UNAUDITED) As a shareholder of the Fund, you incur ongoing costs including management fees; distribution and service (12b-1) fees; and other Fund fees and expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the six months ended Dec. 31, 2008. ACTUAL EXPENSES The first line of the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading titled "Expenses paid during the period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 9 FUND EXPENSES EXAMPLE (continued) ---------------------------------------------- <Table> <Caption> BEGINNING ENDING EXPENSES ACCOUNT VALUE ACCOUNT VALUE PAID DURING ANNUALIZED JULY 1, 2008 DEC. 31, 2008 THE PERIOD(A),(B) EXPENSE RATIO ---------------------------------------------------------------------------------------------- Actual(c) $1,000 $1,005.80 $3.53 .70% ---------------------------------------------------------------------------------------------- Hypothetical (5% return before expenses) $1,000 $1,021.62 $3.56 .70% ---------------------------------------------------------------------------------------------- </Table> (a) Expenses are equal to the Fund's annualized expense ratio as indicated above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). (b) From time to time, the Investment Manager and its affiliates may limit the expenses of the Fund for the purpose of increasing the yield. This expense limitation policy may be revised or terminated at any time without notice. (c) Based on the actual return of +0.58% for the six months ended Dec. 31, 2008. -------------------------------------------------------------------------------- 10 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT PORTFOLIO OF INVESTMENTS ------------------------------------------------------- DEC. 31, 2008 (Percentages represent value of investments compared to net assets) INVESTMENTS IN SECURITIES <Table> <Caption> MUNICIPAL NOTES (100.2%) AMOUNT EFFECTIVE PAYABLE AT ISSUER(B,C) YIELD MATURITY VALUE(a) ALABAMA (4.7%) Columbia Industrial Development Board Refunding Revenue Bonds Alabama Power Company Project V.R.D.N. Series 1995E 10-01-22 1.60% $6,550,000(d) $6,550,000 ------------------------------------------------------------------------------------- ALASKA (4.8%) City of Valdez Refunding Revenue Bonds Exxon Mobil Project V.R.D.N. Series 2001 12-01-29 0.77 1,700,000(d) 1,700,000 City of Valdez Refunding Revenue Bonds Exxon Pipeline Company Project V.R.D.N. Series 1993B 12-01-33 1.00 4,900,000(d) 4,900,000 --------------- Total 6,600,000 ------------------------------------------------------------------------------------- ARIZONA (4.7%) Salt River Project Agricultural C.P. 01-08-09 0.78 1,000,000 1,000,000 01-09-09 1.20 1,000,000 1,000,000 01-12-09 0.85 4,500,000 4,500,000 --------------- Total 6,500,000 ------------------------------------------------------------------------------------- CALIFORNIA (4.3%) California State Department of Water Resources Revenue Bonds V.R.D.N. Series 2002B-3 (Bank of New York) 05-01-22 0.75 6,000,000(d) 6,000,000 ------------------------------------------------------------------------------------- COLORADO (1.4%) Colorado Educational & Cultural Facilities Authority Revenue Bonds Clyford Still Museum Project V.R.D.N. Series 2008 (Wells Fargo Bank) 12-01-38 1.13 2,000,000(d) 2,000,000 ------------------------------------------------------------------------------------- DELAWARE (0.9%) Bryant Park Funding LLC C.P. 01-05-09 0.41 1,200,000 1,199,933 ------------------------------------------------------------------------------------- DISTRICT OF COLUMBIA (0.7%) District of Columbia Revenue Bonds American Psychological Association V.R.D.N. Series 2003 (Bank of America) 03-01-28 1.22 1,030,000(d) 1,030,000 ------------------------------------------------------------------------------------- FLORIDA (0.1%) Collier County Health Facilities Authority Revenue Bonds Cleveland Clinic Fairview Hospital V.R.D.N. Series 2003C-1 (JP Morgan Chase & Co) 01-01-35 1.10 200,000(d) 200,000 ------------------------------------------------------------------------------------- IDAHO (1.4%) State of Idaho Unlimited General Obligation Notes T.A.N. Series 2008 06-30-09 1.72 2,000,000 2,012,402 ------------------------------------------------------------------------------------- ILLINOIS (4.6%) City of Chicago Revenue Bonds 2nd Lien V.R.D.N. Series 1999 (Bank One) 11-01-30 0.80 3,065,000(d) 3,065,000 HSBC Finance C.P. 01-29-09 0.34 2,000,000 1,999,456 </Table> See accompanying Notes to Portfolio of Investments. -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 11 PORTFOLIO OF INVESTMENTS (continued) ------------------------------------------- <Table> <Caption> MUNICIPAL NOTES (CONTINUED) AMOUNT EFFECTIVE PAYABLE AT ISSUER(B,C) YIELD MATURITY VALUE(a) ILLINOIS (CONT.) Illinois Finance Authority Refunding Revenue Bonds Amoco Oil Company Project V.R.D.N. Series 1994 11-01-12 1.10% $300,000(d) $300,000 Illinois International District Refunding Revenue Bonds V.R.D.N. Series 2003 (LaSalle Bank) 01-01-23 3.10 1,000,000(d) 1,000,000 --------------- Total 6,364,456 ------------------------------------------------------------------------------------- INDIANA (1.8%) Hammond Refunding Revenue Bonds Amoco Oil Company Project V.R.D.N. Series 1994 02-01-22 1.15 300,000(d) 300,000 Purdue University Revenue Bonds Student Facilities Systems V.R.D.N. Series 2004A 07-01-33 0.55 1,300,000(d) 1,300,000 Purdue University Revenue Bonds Student Fees V.R.D.N. Series 2005V 07-01-27 0.55 925,000(d) 925,000 --------------- Total 2,525,000 ------------------------------------------------------------------------------------- KENTUCKY (2.4%) Newport Revenue Bonds V.R.D.N. Series 2002 (U.S. Bank) 04-01-32 1.35 3,300,000(d) 3,300,000 ------------------------------------------------------------------------------------- LOUISIANA (3.8%) Louisiana Offshore Terminal Authority Refunding Revenue Bonds Loop LLC V.R.D.N. Series 2003B (Bank One) 09-01-14 0.80 5,300,000(d) 5,300,000 ------------------------------------------------------------------------------------- MARYLAND (2.2%) Maryland Health & Higher Education C.P. 01-14-09 0.75 2,000,000 2,000,000 01-14-09 1.20 1,000,000 1,000,000 --------------- Total 3,000,000 ------------------------------------------------------------------------------------- MASSACHUSETTS (6.3%) Massachusetts Health & Educational Facilities Authority Revenue Bonds Harvard University V.R.D.N. Series 1999R 11-01-49 0.70 4,300,000(d) 4,300,000 Massachusetts Health & Higher Education C.P. 01-14-09 1.54 1,500,000 1,500,000 Massachusetts School Building Authority C.P. 01-15-09 0.60 3,000,000 3,000,000 --------------- Total 8,800,000 ------------------------------------------------------------------------------------- MICHIGAN (4.3%) University of Michigan Refunding Revenue Bonds University of Michigan Hospitals V.R.D.N. Series 1992A 12-01-19 1.35 6,000,000(d) 6,000,000 ------------------------------------------------------------------------------------- MINNESOTA (16.2%) Arden Hills Refunding Revenue Bonds Presbyterian Homes V.R.D.N. Series 1999A (U.S. Bank) 09-01-29 1.15 4,700,000(d) 4,700,000 Arden Hills Revenue Bonds Presbyterian Homes V.R.D.N. Series 1999B (U.S. Bank) 09-01-29 1.15 2,005,000(d) 2,005,000 </Table> See accompanying Notes to Portfolio of Investments. -------------------------------------------------------------------------------- 12 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT -------------------------------------------------------------------------------- <Table> <Caption> MUNICIPAL NOTES (CONTINUED) AMOUNT EFFECTIVE PAYABLE AT ISSUER(B,C) YIELD MATURITY VALUE(a) MINNESOTA (CONT.) Center City Revenue Bonds Hazelden Foundation Project V.R.D.N. Series 2005 (Bank of New York) 11-01-35 1.35% $6,600,000(d) $6,600,000 City of Rochester Revenue Bonds Mayo Clinic V.R.D.N. Series 2008A (Wells Fargo Bank) 11-15-38 0.64 2,700,000(d) 2,700,000 Southern Minnesota Municipal Power C.P. 01-09-09 1.23 4,000,000 4,000,000 01-14-09 0.78 2,500,000 2,500,000 --------------- Total 22,505,000 ------------------------------------------------------------------------------------- MISSISSIPPI (2.8%) County of Jackson Refunding Revenue Bonds Chevron USA Incorporated Project V.R.D.N. Series 1993 06-01-23 1.10 3,400,000(d) 3,400,000 County of Jackson Revenue Bonds Chevron USA Incorporated Project V.R.D.N. Series 1992 12-01-16 1.00 550,000(d) 550,000 --------------- Total 3,950,000 ------------------------------------------------------------------------------------- MISSOURI (0.6%) Missouri State Health & Educational Facilities Authority Revenue Bonds Washington University V.R.D.N. Series 1996A (Morgan Guaranty Trust) 09-01-30 1.20 800,000(d) 800,000 ------------------------------------------------------------------------------------- NEW MEXICO (4.7%) Farmington Refunding Revenue Bonds Arizona Public Service Company V.R.D.N. Series 1994B (Barclays Bank) 09-01-24 1.22 6,495,000(d) 6,495,000 ------------------------------------------------------------------------------------- NEW YORK (1.1%) BNP Paribas Finance C.P. 01-02-09 0.01 1,500,000 1,500,000 ------------------------------------------------------------------------------------- OREGON (2.2%) State of Oregon Unlimited General Obligation Notes T.A.N. Series 2008A 06-30-09 1.70 3,000,000 3,018,900 ------------------------------------------------------------------------------------- PENNSYLVANIA (3.5%) Bucks County Industrial Development Authority Revenue Bonds SHV Real Estate Incorporated V.R.D.N. Series 1985 (ABN AMRO Bank) 07-01-15 0.80 4,000,000(d) 4,000,000 Pennsylvania State Higher Educational Facilities Authority Refunding Revenue Bonds Carnegie Mellon University V.R.D.N. Series 1995C (Morgan Guaranty Trust) 11-01-29 0.85 900,000(d) 900,000 --------------- Total 4,900,000 ------------------------------------------------------------------------------------- TENNESSEE (6.6%) Clarksville Public Building Authority Revenue Bonds Pooled Financing Tennessee Municipal Bond Fund V.R.D.N. Series 2001 (Bank of America) 07-01-31 1.10 2,670,000(d) 2,670,000 </Table> See accompanying Notes to Portfolio of Investments. -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 13 PORTFOLIO OF INVESTMENTS (continued) ------------------------------------------- <Table> <Caption> MUNICIPAL NOTES (CONTINUED) AMOUNT EFFECTIVE PAYABLE AT ISSUER(B,C) YIELD MATURITY VALUE(a) TENNESSEE (CONT.) Clarksville Public Building Authority Revenue Bonds Pooled Financing Tennessee Municipal Bond Fund V.R.D.N. Series 2003 (Bank of America) 01-01-33 1.10% $600,000(d) $600,000 Clarksville Public Building Authority Revenue Bonds Pooled Financing Tennessee Municipal Bond Fund V.R.D.N. Series 2004 (Bank of America) 07-01-34 1.10 2,420,000(d) 2,420,000 Montgomery County Public Building Authority Revenue Bonds Tennessee County Loan Pool V.R.D.N. Series 2002 (Bank of America) 04-01-32 1.10 1,865,000(d) 1,865,000 Montgomery County Public Building Authority Revenue Bonds Tennessee County Loan Pool V.R.D.N. Series 2006 (Bank of America) 02-01-36 1.10 1,600,000(d) 1,600,000 --------------- Total 9,155,000 ------------------------------------------------------------------------------------- TEXAS (6.7%) Port of Port Arthur Navigation District Refunding Revenue Bonds Texaco Incorporated Project V.R.D.N. Series 1994 10-01-24 1.05 1,100,000(d) 1,100,000 San Antonio Texas Electric & Gas C.P. 01-05-09 1.50 2,160,000 2,160,000 01-12-09 1.15 3,000,000 3,000,000 State of Texas Limited General Obligation Notes T.R.A.N. Series 2007 08-28-09 1.62 3,000,000 3,026,676 --------------- Total 9,286,676 ------------------------------------------------------------------------------------- WASHINGTON (4.5%) Energy Northwest Refunding Revenue Bonds V.R.D.N. 1st Series 1993A-3 (Morgan Guaranty Trust) 07-01-17 0.65 3,955,000(d) 3,955,000 Energy Northwest Refunding Revenue Bonds V.R.D.N. Series 1993 1A-1 07-01-17 0.65 2,360,000(d) 2,360,000 --------------- Total 6,315,000 ------------------------------------------------------------------------------------- WISCONSIN (1.8%) Milwaukee Redevelopment Authority Revenue Bonds La Causa Incorporated Project V.R.D.N. Series 2000 (U.S. Bank) 12-01-20 0.80 2,540,000(d) 2,540,000 ------------------------------------------------------------------------------------- WYOMING (0.9%) Uinta County Refunding Revenue Bonds Chevron USA Incorporated Project V.R.D.N. Series 1993 08-15-20 1.10 1,300,000(d) 1,300,000 ------------------------------------------------------------------------------------- TOTAL INVESTMENTS IN SECURITIES (Cost: $139,147,367)(e) $139,147,367 ===================================================================================== </Table> See accompanying Notes to Portfolio of Investments. -------------------------------------------------------------------------------- 14 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT -------------------------------------------------------------------------------- NOTES TO PORTFOLIO OF INVESTMENTS (a) Securities are valued by using procedures described in Note 1 to the financial statements. (b) The following abbreviations may be used in the portfolio descriptions: <Table> A.M.T. -- Alternative Minimum B.A.N. -- Bond Anticipation Note C.P. -- Commercial Paper R.A.N. -- Revenue Anticipation Note T.A.N. -- Tax Anticipation Note T.R.A.N. -- Tax & Revenue Anticipation Note V.R. -- Variable Rate V.R.D.B. -- Variable Rate Demand Bond V.R.D.N. -- Variable Rate Demand Note </Table> (c) The Fund is entitled to receive principal and interest from the party, if indicated in parentheses, after a day or a week's notice or upon maturity. The maturity date disclosed represents the final maturity. For purposes of Rule 2a-7, maturity is the later of the next put or interest rate reset date. (d) Interest rate varies to reflect current market conditions; rate shown is the effective rate on Dec. 31, 2008. (e) Also represents the cost of securities for federal income tax purposes at Dec. 31, 2008. -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 15 PORTFOLIO OF INVESTMENTS (continued) ------------------------------------------- NOTES TO PORTFOLIO OF INVESTMENTS (CONTINUED) FAIR VALUE MEASUREMENTS Statement of Financial Accounting Standards No. 157 (SFAS 157) seeks to implement more uniform reporting relating to the fair valuation of securities for financial statement purposes. Mutual funds are required to implement the requirements of this standard for fiscal years beginning after Nov. 15, 2007. While uniformity of presentation is the objective of the standard, industry implementation has just begun and it is likely that there will be a range of practices utilized and it will be some period of time before industry practices become more uniform. For this reason care should be exercised in interpreting this information and/or using it for comparison with other mutual funds. Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in the three broad levels listed below: - Level 1 -- quoted prices in active markets for identical securities - Level 2 -- other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.) - Level 3 -- significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments) Observable inputs are those based on market data obtained from sources independent of the fund, and unobservable inputs reflect the fund's own assumptions based on the best information available. The input levels are not necessarily an indication of the risk or liquidity associated with investments at that level. The following table is a summary of the inputs used to value the Fund's investments as of Dec. 31, 2008: <Table> <Caption> FAIR VALUE AT DEC. 31, 2008 ------------------------------------------------------------ LEVEL 1 LEVEL 2 QUOTED PRICES OTHER LEVEL 3 IN ACTIVE SIGNIFICANT SIGNIFICANT MARKETS FOR OBSERVABLE UNOBSERVABLE DESCRIPTION IDENTICAL ASSETS INPUTS INPUTS TOTAL ----------------------------------------------------------------------------------- Investments in securities $-- $139,147,367 $-- $139,147,367 </Table> At Dec. 31, 2008, 100% of the Fund's investments were valued using amortized cost in accordance with rules under the Investment Company Act of 1940. Amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, securities valued at amortized cost are considered to be valued using Level 2 inputs. -------------------------------------------------------------------------------- 16 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT -------------------------------------------------------------------------------- HOW TO FIND INFORMATION ABOUT THE FUND'S PORTFOLIO HOLDINGS (i) The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q; (ii) The Fund's Forms N-Q are available on the Commission's website at http://www.sec.gov; (iii)The Fund's Forms N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 1-800-SEC-0330); and (iv) The Fund's complete schedule of portfolio holdings, as disclosed in its annual and semiannual shareholder reports and in its filings on Form N-Q, can be found at riversource.com/funds. -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 17 STATEMENT OF ASSETS AND LIABILITIES ------------------------------------------- DEC. 31, 2008 <Table> <Caption> ASSETS Investments in securities, at value (identified cost $139,147,367) $139,147,367 Cash 193,356 Capital shares receivable 393,491 Accrued interest receivable 218,750 Prepaid expense 17,031 ------------------------------------------------------------------------------- Total assets 139,969,995 ------------------------------------------------------------------------------- LIABILITIES Dividends payable to shareholders 1,718 Capital shares payable 965,264 Accrued investment management services fees 1,260 Accrued distribution fees 24,308 Accrued transfer agency fees 296 Accrued administrative services fees 229 Other accrued expenses 60,922 ------------------------------------------------------------------------------- Total liabilities 1,053,997 ------------------------------------------------------------------------------- Net assets applicable to outstanding capital stock $138,915,998 ------------------------------------------------------------------------------- REPRESENTED BY Capital stock -- $.01 par value $ 1,389,490 Additional paid-in capital 137,527,408 Excess of distributions over net investment income (226) Accumulated net realized gain (loss) (674) ------------------------------------------------------------------------------- Total -- representing net assets applicable to outstanding capital stock $138,915,998 ------------------------------------------------------------------------------- Shares outstanding 138,948,951 ------------------------------------------------------------------------------- Net asset value per share of outstanding capital stock $ 1.00 ------------------------------------------------------------------------------- </Table> The accompanying Notes to Financial Statements are an integral part of this statement. -------------------------------------------------------------------------------- 18 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT STATEMENT OF OPERATIONS -------------------------------------------------------- YEAR ENDED DEC. 31, 2008 <Table> <Caption> INVESTMENT INCOME Income: Interest $2,865,475 ----------------------------------------------------------------------------- Expenses: Investment management services fees 464,177 Distribution fees 140,660 Transfer agency fees 107,272 Administrative services fees 84,396 Compensation of board members 3,488 Custodian fees 24,520 Printing and postage 39,280 Registration fees 47,188 Professional fees 32,774 Other 22,464 ----------------------------------------------------------------------------- Total expenses 966,219 Earnings and bank fee credits on cash balances (8,255) ----------------------------------------------------------------------------- Total net expenses 957,964 ----------------------------------------------------------------------------- Investment income (loss) -- net 1,907,511 ----------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) -- NET Net realized gain (loss) on security transactions 22,110 ----------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $1,929,621 ----------------------------------------------------------------------------- </Table> The accompanying Notes to Financial Statements are an integral part of this statement. -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 19 STATEMENTS OF CHANGES IN NET ASSETS -------------------------------------------- <Table> <Caption> YEAR ENDED DEC. 31, 2008 2007 OPERATIONS AND DISTRIBUTIONS Investment income (loss) -- net $ 1,907,511 $ 3,686,604 Net realized gain (loss) on investments 22,110 -- ----------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 1,929,621 3,686,604 ----------------------------------------------------------------------------------------------- Distributions to shareholders from: Net investment income (1,907,737) (3,713,525) ----------------------------------------------------------------------------------------------- CAPITAL SHARE TRANSACTIONS AT CONSTANT $1 NET ASSET VALUE Proceeds from sales of shares 199,254,046 202,663,665 Net asset value of shares issued for reinvestment of distributions 1,891,912 3,585,516 Payments for redemptions of shares (204,662,330) (181,517,734) ----------------------------------------------------------------------------------------------- Increase (decrease) in net assets from capital share transactions (3,516,372) 24,731,447 ----------------------------------------------------------------------------------------------- Total increase (decrease) in net assets (3,494,488) 24,704,526 Net assets at beginning of year 142,410,486 117,705,960 ----------------------------------------------------------------------------------------------- Net assets at end of year $ 138,915,998 $ 142,410,486 ----------------------------------------------------------------------------------------------- Undistributed (excess of distributions over) net investment income $ (226) $ -- ----------------------------------------------------------------------------------------------- </Table> The accompanying Notes to Financial Statements are an integral part of this statement. -------------------------------------------------------------------------------- 20 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT FINANCIAL HIGHLIGHTS ----------------------------------------------------------- <Table> <Caption> PER SHARE INCOME AND CAPITAL CHANGES(a) Fiscal period ended Dec. 31, 2008 2007 2006 2005 2004 Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 -------------------------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) .01 .03 .03 .02 .01 -------------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS: Dividends from net investment income (.01) (.03) (.03) (.02) (.01) -------------------------------------------------------------------------------------------------------------- Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 -------------------------------------------------------------------------------------------------------------- RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA Net assets, end of period (in millions) $139 $142 $118 $120 $128 -------------------------------------------------------------------------------------------------------------- Gross expenses prior to expense waiver/reimbursement(b) .69% .70% .73% .74% .73% -------------------------------------------------------------------------------------------------------------- Net expenses after expense waiver/reimbursement(c),(d) .69% .63% .73% .74% .73% -------------------------------------------------------------------------------------------------------------- Net investment income (loss) 1.36% 2.99% 2.70% 1.68% .48% -------------------------------------------------------------------------------------------------------------- Total return 1.38% 3.09% 2.79%(e) 1.71% .50% -------------------------------------------------------------------------------------------------------------- </Table> (a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Expense ratio is before reduction for earnings and bank fee credits on cash balances. (c) Expense ratio is before reduction for earnings and bank fee credits on cash balances. The ratio of net expenses after expense waiver/reimbursement and after reduction for earnings and bank fee credits was 0.68% and 0.61% for the years ended Dec. 31, 2008 and 2007, respectively. (d) The Investment Manager and its affiliates have agreed to waive/reimburse certain fees and expenses. (e) The Fund received a one time reimbursement by Ameriprise Financial for additional earnings from overnight cash balances determined to be owed for prior years. Had the Fund not received this reimbursement, the total return would have been lower by 0.05%. The accompanying Notes to Financial Statements are an integral part of this statement. -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 21 NOTES TO FINANCIAL STATEMENTS -------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES RiverSource Tax-Exempt Money Market Fund (the Fund) is a series of RiverSource Tax-Exempt Money Market Series, Inc. and is registered under the Investment Company Act of 1940 (as amended) (the 1940 Act), as a diversified, open-end management investment company. RiverSource Tax-Exempt Money Market Series, Inc. has 10 billion authorized shares of capital stock that can be allocated among the separate series as designated by the Board of Directors (the Board). The Fund invests primarily in debt obligations. The Fund's significant accounting policies are summarized below: USE OF ESTIMATES Preparing financial statements that conform to U.S. generally accepted accounting principles requires management to make estimates (e.g., on assets, liabilities and contingent assets and liabilities) that could differ from actual results. VALUATION OF SECURITIES Effective Jan. 1, 2008, the Fund adopted Statement of Financial Accounting Standards No. 157 "Fair Value Measurements" (SFAS 157). SFAS 157 establishes an authoritative definition of fair value, sets out a hierarchy for measuring fair value, and requires additional disclosures about the inputs used to develop the measurements of fair value and the effect of certain measurements reported in the Statement of Operations for a fiscal period. There was no impact to the Fund's net assets or results of operations upon adoption. The fair valuation measurements disclosure can be found following the Notes to Portfolio of Investments. Pursuant to Rule 2a-7 of the 1940 Act, all securities are valued daily at amortized cost, which approximates market value, in order to maintain a constant net asset value of $1 per share. GUARANTEES AND INDEMNIFICATIONS Under the Fund's organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, certain of the Fund's contracts with its service providers contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown since the amount of any future claims that may be made against the Fund cannot be determined and the Fund has no historical basis for predicting the likelihood of any such claims. FEDERAL TAXES The Fund's policy is to comply with Subchapter M of the Internal Revenue Code that applies to regulated investment companies and to distribute substantially all -------------------------------------------------------------------------------- 22 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT -------------------------------------------------------------------------------- of its taxable income to shareholders. No provision for income or excise taxes is thus required. Financial Accounting Standards Board (FASB) Interpretation 48 (FIN 48), "Accounting for Uncertainty in Income Taxes," clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement 109, "Accounting for Income Taxes." FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. Management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Generally, the tax authorities can examine all the tax returns filed for the last three years. The tax character of distributions paid for the years indicated is as follows: <Table> <Caption> YEAR ENDED DEC. 31, 2008 2007 ---------------------------------------------------------------- Distributions paid from: Ordinary income*.................... $1,907,737 $3,713,525 </Table> * Tax-exempt interest distributions were 99.10% and 98.73% of cash basis distributions paid for the years ended Dec. 31, 2008 and 2007, respectively. At Dec. 31, 2008, the components of distributable earnings on a tax basis are as follows: <Table> Undistributed tax-exempt income................... $ 3,382 Undistributed accumulated long-term gain.......... $ -- Accumulated realized loss......................... $ (675) Unrealized appreciation (depreciation)............ $(1,889) </Table> DIVIDENDS TO SHAREHOLDERS Dividends from net investment income, declared daily and payable monthly, are reinvested in additional shares of the Fund at net asset value or payable in cash. OTHER Security transactions are accounted for on the date securities are purchased or sold. Interest income, including amortization of premium and discount, is recognized daily. 2. EXPENSES INVESTMENT MANAGEMENT SERVICES FEES Under an Investment Management Services Agreement, RiverSource Investments, LLC (the Investment Manager) determines which securities will be purchased, held or sold. The management fee is a percentage of the Fund's average daily net assets that declines from 0.33% to 0.15% annually as the Fund's assets increase. -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 23 NOTES TO FINANCIAL STATEMENTS (continued) -------------------------------------- The management fee for the year ended Dec. 31, 2008 was 0.33% of the Fund's average daily net assets. ADMINISTRATIVE SERVICES FEES Under an Administrative Services Agreement, the Fund pays Ameriprise Financial, Inc., parent company of the Investment Manager, a fee for administration and accounting services at a percentage of the Fund's average daily net assets that declines from 0.06% to 0.03% annually as the Fund's assets increase. The fee for the year ended Dec. 31, 2008 was 0.06% of the Fund's average daily net assets. OTHER FEES Other expenses are for, among other things, certain expenses of the Fund or the Board including: Fund boardroom and office expense, employee compensation, employee health and retirement benefits, and certain other expenses. Payment of these Fund and Board expenses is facilitated by a company providing limited administrative services to the Fund and the Board. For the year ended Dec. 31, 2008, other expenses paid to this company were $373. COMPENSATION OF BOARD MEMBERS Compensation of board members includes, for a former Board Chair, compensation as well as retirement benefits. Certain other aspects of a former Board Chair's compensation, including health benefits and payment of certain other expenses, are included under other expenses. Under a Deferred Compensation Plan (the Plan), non-interested board members may defer receipt of their compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of the Fund or other RiverSource funds. The Fund's liability for these amounts is adjusted for market value changes and remains in the Fund until distributed in accordance with the Plan. TRANSFER AGENCY FEES Under a Transfer Agency Agreement, RiverSource Service Corporation (the Transfer Agent) maintains shareholder accounts and records. The Fund pays the Transfer Agent an annual fee of $22 per shareholder account for this service. The Transfer Agent charges an annual account fee of $5 per inactive account, charged on a pro rata basis for 12 months from the date the account becomes inactive. These fees are included in the transfer agency fees on the Statement of Operations. -------------------------------------------------------------------------------- 24 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT -------------------------------------------------------------------------------- DISTRIBUTION FEES The Fund has agreements with RiverSource Distributors, Inc. and RiverSource Fund Distributors, Inc. (collectively, the Distributor) for distribution and shareholder services. Under a Plan and Agreement of Distribution pursuant to Rule 12b-1, the Fund pays a fee at an annual rate of up to 0.10% of the Fund's average daily net assets. EXPENSES WAIVED/REIMBURSED BY THE INVESTMENT MANAGER AND ITS AFFILIATES Under an agreement which was effective until Dec. 31, 2008, the Investment Manager and its affiliates contractually agreed to waive certain fees and expenses such that net expenses would not exceed 0.74% of the Fund's average daily net assets. From time to time, the Investment Manager and its affiliates may limit the expenses of the Fund for the purpose of increasing the yield. This expense limitation policy may be revised or terminated at any time without notice. EARNINGS AND BANK FEE CREDITS During the year ended Dec. 31, 2008, the Fund's custodian and transfer agency fees were reduced by $8,255 as a result of earnings and bank fee credits from overnight cash balances. TEMPORARY MONEY MARKET FUND GUARANTY PROGRAM On Oct. 6, 2008, the Fund applied to participate in the initial term of the U.S. Department of Treasury's Temporary Guarantee Program for Money Market Funds (the "Program"), through Dec. 18, 2008, after obtaining the approval of the Board, including a majority of the independent directors. On Dec. 2, 2008, the Board approved the Fund's filing for participation in an extension of the Program through April 30, 2009. The Fund filed the extension notice with the U.S. Department of Treasury on Dec. 4, 2008. The Program covers shareholders of each participating money market fund for amounts they held in such funds as of the close of business on Sept. 19, 2008. Any increase in the number of shares of that fund held by a shareholder after the close of business on Sept. 19, 2008 will not be guaranteed. Any purchase of shares of a participating money market fund after the close of business on Sept. 19, 2008 will not be guaranteed. If shares of a participating fund held by a shareholder as of the close of business on Sept. 19, 2008 are sold before the guarantee is called upon, then the guarantee will only cover the lesser of (i) the number of fund shares held by the shareholder as of the close of business on Sept. 19, 2008, or (ii) the number of fund shares held by the shareholder on the date the guarantee is called upon. A participating fund shareholder who sells all of his or her shares after Sept. 19, 2008 (and before the guarantee is called upon) will no longer be covered by the guarantee, even if the shareholder subsequently reinvests in the fund or in another fund that is participating in the Program. -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 25 NOTES TO FINANCIAL STATEMENTS (continued) -------------------------------------- Under the terms of the Program, the guarantee is called upon with respect to a fund if the Board of the Fund makes a determination to liquidate that Fund. For shares covered by the guarantee, any difference between the amount a shareholder received in connection with the liquidation and $1.00 per share (a guarantee payment) will be covered by the U.S. Department of Treasury under the Program, subject to the overall amount available to all funds participating in the Program. Guarantee payments under the Program will not exceed the amount available in the Program (at inception of the Program, approximately $50 billion was available to support guarantee payments). During the year ended Dec. 31, 2008, the Fund paid upfront fees to the U.S. Department of Treasury to participate in the Program. For the initial three- month term of the Program that expired on Dec. 18, 2008, the fee incurred by the Fund was 0.010% of its net asset value as of the close of business Sept. 19, 2008. The fee to participate in the extended term of the Program through April 30, 2009 required an additional payment in the amount of 0.015% of its net asset value as of Sept. 19, 2008. The fees are being amortized over the period of the participation in the Program and are included as a component of other expenses on the Statement of Operations. The cost to participate will be borne by the Fund without regard to any expense limitation currently in effect. The U.S. Treasury Department has the option to extend the Program beyond April 30, 2009 through the close of business Sept. 19, 2009. If extended, the Board will consider whether the Fund should continue to participate in the Program and, if so, the Fund will incur additional participation fees. 3. SECURITIES TRANSACTIONS Cost of purchases and proceeds from sales of securities aggregated $427,061,846 and $428,577,405, respectively, for the year ended Dec. 31, 2008. Realized gains and losses are determined on an identified cost basis. 4. BANK BORROWINGS The Fund has entered into a revolving credit facility with a syndicate of banks led by JPMorgan Chase Bank, N.A. (the Administrative Agent), whereby the Fund may borrow for the temporary funding of shareholder redemptions or for other temporary or emergency purposes. The credit facility became effective on Oct. 16, 2008, replacing a prior credit facility. The credit facility agreement, which is a collective agreement between the Fund and certain other RiverSource funds, severally and not jointly, permits collective borrowings up to $475 million. The borrowers shall have the right, upon written notice to the Administrative Agent to request an increase of up to $175 million in the aggregate amount of -------------------------------------------------------------------------------- 26 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT -------------------------------------------------------------------------------- the credit facility from new or existing lenders, provided that the aggregate amount of the credit facility shall at no time exceed $650 million. Participation in such increase by any existing lender shall be at such lender's sole discretion. Interest is charged to each Fund based on its borrowings at a rate equal to the federal funds rate plus 0.75%. Each borrowing under the credit facility matures no later than 60 days after the date of borrowing. The Fund also pays a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.06% per annum, in addition to an upfront fee equal to its pro rata share of 0.02% of the amount of the credit facility. The Fund had no borrowings during the year ended Dec. 31, 2008. Under the prior credit facility which was effective until Oct. 15, 2008, the Fund had entered into a revolving credit facility with a syndicate of banks headed by JPMorgan Chase Bank, N.A., whereby the Fund was permitted to borrow for the temporary funding of shareholder redemptions or for other temporary or emergency purposes. The credit facility agreement, which was a collective agreement between the Fund and certain other RiverSource funds, severally and not jointly, permitted collective borrowings up to $500 million. Interest was charged to each Fund based on its borrowings at a rate equal to the federal funds rate plus 0.30%. Each borrowing under the credit facility matured no later than 60 days after the date of borrowing. The Fund also paid a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.06% per annum. 5. CAPITAL LOSS CARRY-OVER For federal income tax purposes, the Fund had a capital loss carry-over of $675 at Dec. 31, 2008, that if not offset by capital gains will expire in 2013. It is unlikely the Board will authorize a distribution of any net realized capital gains until the available capital loss carry-over has been offset or expires. 6. INFORMATION REGARDING PENDING AND SETTLED LEGAL PROCEEDINGS In June 2004, an action captioned John E. Gallus et al. v. American Express Financial Corp. and American Express Financial Advisors Inc., was filed in the United States District Court for the District of Arizona. The plaintiffs allege that they are investors in several American Express Company mutual funds and they purport to bring the action derivatively on behalf of those funds under the Investment Company Act of 1940. The plaintiffs allege that fees allegedly paid to the defendants by the funds for investment advisory and administrative services are excessive. The plaintiffs seek remedies including restitution and rescission of -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 27 NOTES TO FINANCIAL STATEMENTS (continued) -------------------------------------- investment advisory and distribution agreements. The plaintiffs voluntarily agreed to transfer this case to the United States District Court for the District of Minnesota. In response to defendants' motion to dismiss the complaint, the Court dismissed one of plaintiffs' four claims and granted plaintiffs limited discovery. Defendants moved for summary judgment in April 2007. Summary judgment was granted in the defendants' favor on July 9, 2007. The plaintiffs filed a notice of appeal with the Eighth Circuit Court of Appeals on August 8, 2007. In December 2005, without admitting or denying the allegations, American Express Financial Corporation (AEFC, which is now known as Ameriprise Financial, Inc. (Ameriprise Financial)), entered into settlement agreements with the Securities and Exchange Commission (SEC) and Minnesota Department of Commerce (MDOC) related to market timing activities. As a result, AEFC was censured and ordered to cease and desist from committing or causing any violations of certain provisions of the Investment Advisers Act of 1940, the Investment Company Act of 1940, and various Minnesota laws. AEFC agreed to pay disgorgement of $10 million and civil money penalties of $7 million. AEFC also agreed to retain an independent distribution consultant to assist in developing a plan for distribution of all disgorgement and civil penalties ordered by the SEC in accordance with various undertakings detailed at http://www.sec.gov/litigation/admin/ia-2451.pdf. Ameriprise Financial and its affiliates have cooperated with the SEC and the MDOC in these legal proceedings, and have made regular reports to the RiverSource Funds' Boards of Directors/Trustees. On November 7, 2008, RiverSource Investments, LLC, a subsidiary of Ameriprise Financial, Inc., acquired J. & W. Seligman & Co., Inc. (Seligman). In late 2003, Seligman conducted an extensive internal review concerning mutual fund trading practices. Seligman's review, which covered the period 2001-2003, noted one arrangement that permitted frequent trading in certain open-end registered investment companies managed by Seligman (the Seligman Funds); this arrangement was in the process of being closed down by Seligman before September 2003. Seligman identified three other arrangements that permitted frequent trading, all of which had been terminated by September 2002. In January 2004, Seligman, on a voluntary basis, publicly disclosed these four arrangements to its clients and to shareholders of the Seligman Funds. Seligman also provided information concerning mutual fund trading practices to the SEC and the Office of the Attorney General of the State of New York (NYAG). In September 2005, the New York staff of the SEC indicated that it was considering recommending to the Commissioners of the SEC the instituting of a formal action against Seligman and the distributor of the Seligman Funds, Seligman Advisors, Inc., relating to frequent trading in the Seligman Funds. Seligman -------------------------------------------------------------------------------- 28 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT -------------------------------------------------------------------------------- responded to the staff in October 2005 that it believed that any action would be both inappropriate and unnecessary, especially in light of the fact that Seligman had previously resolved the underlying issue with the Independent Directors of the Seligman Funds and made recompense to the affected Seligman Funds. In September 2006, the NYAG commenced a civil action in New York State Supreme Court against Seligman, Seligman Advisors, Inc., Seligman Data Corp. (transfer agent for the Seligman Funds) and Brian T. Zino (collectively, the Seligman Parties), alleging, in substance, that, in addition to the four arrangements noted above, the Seligman Parties permitted other persons to engage in frequent trading and, as a result, the prospectus disclosure used by the registered investment companies managed by Seligman is and has been misleading. The NYAG included other related claims and also claimed that the fees charged by Seligman to the Seligman Funds were excessive. The NYAG is seeking damages of at least $80 million and restitution, disgorgement, penalties and costs and injunctive relief. The Seligman Parties answered the complaint in December 2006 and believe that the claims are without merit. Any resolution of these matters may include the relief noted above or other sanctions or changes in procedures. Any damages would be paid by Seligman and not by the Seligman Funds. If the NYAG obtains injunctive relief, each of Seligman, RiverSource Investments and their affiliates could, in the absence of the SEC in its discretion granting exemptive relief, be enjoined from providing advisory and underwriting services to the Seligman Funds and other registered investment companies including those funds in the RiverSource complex of funds. Neither Seligman nor RiverSource Investments believes that the foregoing legal action or other possible actions will have a material adverse impact on Seligman, RiverSource Investments or their current or former clients, including the Seligman Funds and other investment companies managed by RiverSource Investments; however, there can be no assurance of this or that these matters and any related publicity will not affect demand for shares of the Seligman Funds and such other investment companies or have other adverse consequences. Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the Funds are not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds. Ameriprise Financial is required to make 10-Q, 10-K and, as necessary, 8-K filings with the Securities and -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 29 NOTES TO FINANCIAL STATEMENTS (continued) -------------------------------------- Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov. There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares or other adverse consequences to the Funds. Further, although we believe proceedings are not likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds, these proceedings are subject to uncertainties and, as such, we are unable to estimate the possible loss or range of loss that may result. An adverse outcome in one or more of these proceedings could result in adverse judgments, settlements, fines, penalties or other relief that could have a material adverse effect on the consolidated financial condition or results of operations of Ameriprise Financial. -------------------------------------------------------------------------------- 30 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------ TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND: We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of RiverSource Tax-Exempt Money Market Fund (the Fund) of the RiverSource Tax-Exempt Money Market Series, Inc. as of December 31, 2008, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the two years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights of the Fund for the period presented through December 31, 2006, were audited by other auditors whose report dated February 20, 2007, expressed an unqualified opinion on those financial highlights. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion. -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 31 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued) ------------ In our opinion, the financial statements and financial highlights audited by us as referred to above present fairly, in all material respects, the financial position of RiverSource Tax-Exempt Money Market Fund of the RiverSource Tax- Exempt Money Market Series, Inc. at December 31, 2008, the results of its operations for the year then ended, and changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Minneapolis, Minnesota February 20, 2009 -------------------------------------------------------------------------------- 32 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT FEDERAL INCOME TAX INFORMATION ------------------------------------------------- (UNAUDITED) The Fund is required by the Internal Revenue Code of 1986 to tell its shareholders about the tax treatment of the dividends it pays during its fiscal year. Individual shareholders should refer to their Form 1099 or other tax information, which will be mailed in January 2009, to determine the calendar year amounts to be included on their 2008 tax returns. Tax-exempt distributions may be subject to state and local taxes. Shareholders should consult a tax advisor about reporting this income for state and local tax purposes. Fiscal year ended Dec. 31, 2008 <Table> <Caption> INCOME DISTRIBUTIONS - the Fund designates the following tax attributes for distributions: Exempt-Interest Dividends.................................... 99.10% </Table> Tax-exempt distributions are exempt from federal income taxes and should not be included in shareholders' gross income. The Fund also designates as distributions of long-term gains, to the extent necessary to fully distribute such capital gains, earnings and profits distributed to shareholders on the redemption of shares. SOURCE OF INCOME BY STATE Percentages of income from municipal securities earned by the Fund from various states during the year ended Dec. 31, 2008 are listed below. <Table> <Caption> Alabama.......................................................... 3.048% Alaska........................................................... 0.666 Arizona.......................................................... 3.582 California....................................................... 0.097 Colorado......................................................... 0.803 Connecticut...................................................... 3.049 Florida.......................................................... 0.394 Georgia.......................................................... 5.341 Idaho............................................................ 1.114 Illinois......................................................... 7.850 Indiana.......................................................... 1.556 Kentucky......................................................... 6.358 Louisiana........................................................ 2.710 Maryland......................................................... 1.982 Massachusetts.................................................... 3.334 Michigan......................................................... 4.352 Minnesota........................................................ 13.891 Mississippi...................................................... 1.622 Missouri......................................................... 0.491 Nebraska......................................................... 2.403 </Table> -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 33 FEDERAL INCOME TAX INFORMATION (continued) ------------------------------------- <Table> <Caption> Nevada........................................................... 1.285% New Mexico....................................................... 3.589 New York......................................................... 0.031 Oregon........................................................... 4.724 Pennsylvania..................................................... 1.479 Tennessee........................................................ 6.529 Texas............................................................ 8.203 Utah............................................................. 2.252 Virginia......................................................... 3.170 Washington....................................................... 0.959 Washington, D.C. ................................................ 0.552 Wisconsin........................................................ 2.075 Wyoming.......................................................... 0.509 </Table> -------------------------------------------------------------------------------- 34 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT BOARD MEMBERS AND OFFICERS ----------------------------------------------------- Shareholders elect a Board that oversees the Fund's operations. The Board appoints officers who are responsible for day-to-day business decisions based on policies set by the Board. The following is a list of the Fund's Board members. The RiverSource complex of funds that each Board member oversees consists of 163 funds, which includes 104 RiverSource funds and 59 Seligman funds. Board members serve until the next regular shareholders' meeting or until he or she reaches the mandatory retirement age established by the Board. Under the current Board policy, members may serve until the end of the meeting following their 75th birthday, or the fifteenth anniversary of the first Board meeting they attended as members of the Board, whichever occurs first. This policy does not apply to Ms. Jones who may retire after her 75th birthday. INDEPENDENT BOARD MEMBERS <Table> <Caption> NAME, POSITION HELD ADDRESS, WITH FUND AND PRINCIPAL OCCUPATION OTHER AGE LENGTH OF SERVICE DURING PAST FIVE YEARS DIRECTORSHIPS ------------------------------------------------------------------------------------------------------------------------------ Kathleen Blatz Board member since Chief Justice, Minnesota Supreme Court, 1998-2006; None 901 S. Marquette Ave. 2006 Attorney Minneapolis, MN 55402 Age 54 ------------------------------------------------------------------------------------------------------------------------------ Arne H. Carlson Board member since Chair, RiverSource Funds, 1999-2006; former Governor of None 901 S. Marquette Ave. 1999 Minnesota Minneapolis, MN 55402 Age 74 ------------------------------------------------------------------------------------------------------------------------------ Pamela G. Carlton Board member since President, Springboard -- Partners in Cross Cultural None 901 S. Marquette Ave. 2007 Leadership (consulting company) Minneapolis, MN 55402 Age 54 ------------------------------------------------------------------------------------------------------------------------------ Patricia M. Flynn Board member since Trustee Professor of Economics and Management, Bentley None 901 S. Marquette Ave. 2004 College; former Dean, McCallum Graduate School of Minneapolis, MN 55402 Business, Bentley College Age 58 ------------------------------------------------------------------------------------------------------------------------------ Anne P. Jones Board member since Attorney and Consultant None 901 S. Marquette Ave. 1985 Minneapolis, MN 55402 Age 74 ------------------------------------------------------------------------------------------------------------------------------ Jeffrey Laikind, CFA Board member since Former Managing Director, Shikiar Asset Management American Progressive 901 S. Marquette Ave. 2005 Insurance Minneapolis, MN 55402 Age 73 ------------------------------------------------------------------------------------------------------------------------------ Stephen R. Lewis, Jr. Chair of the Board President Emeritus and Professor of Economics, Carleton Valmont Industries, 901 S. Marquette Ave. since 2007, College Inc. (manufactures Minneapolis, MN 55402 Board member since irrigation systems) Age 70 2002 ------------------------------------------------------------------------------------------------------------------------------ </Table> -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 35 BOARD MEMBERS AND OFFICERS (continued) ----------------------------------------- <Table> <Caption> NAME, POSITION HELD ADDRESS, WITH FUND AND PRINCIPAL OCCUPATION OTHER AGE LENGTH OF SERVICE DURING PAST FIVE YEARS DIRECTORSHIPS ------------------------------------------------------------------------------------------------------------------------------ John F. Maher Board member since Retired President and Chief Executive Officer and None 901 S. Marquette Ave. 2008 former Director, Great Western Financial Corporation Minneapolis, MN 55402 (financial services), 1986-1997 Age 64 ------------------------------------------------------------------------------------------------------------------------------ Catherine James Paglia Board member since Director, Enterprise Asset Management, Inc. (private None 901 S. Marquette Ave. 2004 real estate and asset management company) Minneapolis, MN 55402 Age 56 ------------------------------------------------------------------------------------------------------------------------------ Leroy C. Richie Board member since Counsel, Lewis & Munday, P.C. since 1987; Director, Digital Ally, Inc. 901 S. Marquette Ave. 2008 Vibration Control Technologies, LLC (auto vibration (digital imaging) Minneapolis, MN 55402 technology); Director and Chairman, Highland Park since 2005; and Age 66 Michigan Economic Development Corp; and Chairman, Infinity, Inc. (oil Detroit Public Schools Foundation. Formerly, Chairman and gas exploration and Chief Executive Officer, Q Standards Worldwide, and production); Inc. (library of technical standards); Director, Kerr- Director, OGE Energy McGee Corporation (diversified energy and chemical Corp. (energy and company); Trustee, New York University Law Center energy services) Foundation; Vice Chairman, Detroit Medical Center and since 2007 Detroit Economic Growth Corp. ------------------------------------------------------------------------------------------------------------------------------ Alison Taunton-Rigby Board member since Chief Executive Officer and Director, RiboNovix, Inc. Idera 901 S. Marquette Ave. 2002 since 2003 (biotechnology); former President, Forester Pharmaceutical, Inc. Minneapolis, MN 55402 Biotech (biotechnology); Age 64 Healthways, Inc. (health management programs) ------------------------------------------------------------------------------------------------------------------------------ </Table> -------------------------------------------------------------------------------- 36 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT -------------------------------------------------------------------------------- BOARD MEMBER AFFILIATED WITH RIVERSOURCE INVESTMENTS* <Table> <Caption> NAME, POSITION HELD ADDRESS, WITH FUND AND PRINCIPAL OCCUPATION OTHER AGE LENGTH OF SERVICE DURING PAST FIVE YEARS DIRECTORSHIPS ------------------------------------------------------------------------------------------------------------------------------ William F. Truscott Board member since President -- U.S. Asset Management and Chief Investment None 53600 Ameriprise 2001, Officer, Ameriprise Financial, Inc. and President, Financial Center Vice President since Chairman of the Board and Chief Investment Officer, Minneapolis, MN 55474 2002 RiverSource Investments, LLC since 2005; Director, Age 48 President and Chief Executive Officer, Ameriprise Certificate Company and Chairman of the Board, Chief Executive Officer and President, RiverSource Distributors, Inc. since 2006; Chief Executive Officer and President, RiverSource Fund Distributors, Inc. since 2008; Senior Vice President -- Chief Investment Officer, Ameriprise Financial, Inc. and Chairman of the Board and Chief Investment Officer, RiverSource Investments, LLC, 2001-2005 ------------------------------------------------------------------------------------------------------------------------------ </Table> * Interested person by reason of being an officer, director, security holder and/or employee of RiverSource Investments. The SAI has additional information about the Fund's Board members and is available, without charge, upon request by calling RiverSource Funds at (888) 791-3380; contacting your financial institution; or visiting riversource.com/funds. -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 37 BOARD MEMBERS AND OFFICERS (continued) ----------------------------------------- The Board has appointed officers who are responsible for day-to-day business decisions based on policies it has established. The officers serve at the pleasure of the Board. In addition to Mr. Truscott, who is Vice President, the Fund's other officers are: FUND OFFICERS <Table> <Caption> NAME, POSITION HELD ADDRESS, WITH FUND AND PRINCIPAL OCCUPATION AGE LENGTH OF SERVICE DURING PAST FIVE YEARS -------------------------------------------------------------------------------------------------------- Patrick T. Bannigan President since 2006 Director and Senior Vice President -- Asset Management, 172 Ameriprise Financial Products and Marketing, RiverSource Investments, LLC Center since 2006; Director and Vice President -- Asset Minneapolis, MN 55474 Management, Products and Marketing, RiverSource Age 43 Distributors, Inc. since 2006; Managing Director and Global Head of Product, Morgan Stanley Investment Management, 2004-2006; President, Touchstone Investments, 2002-2004 -------------------------------------------------------------------------------------------------------- Michelle M. Keeley Vice President since Executive Vice President -- Equity and Fixed Income, 172 Ameriprise Financial 2004 Ameriprise Financial, Inc. and RiverSource Investments, Center LLC since 2006; Vice President -- Investments, Minneapolis, MN 55474 Ameriprise Certificate Company since 2003; Senior Vice Age 44 President -- Fixed Income, Ameriprise Financial, Inc., 2002-2006 and RiverSource Investments, LLC, 2004-2006 -------------------------------------------------------------------------------------------------------- Amy K. Johnson Vice President since Vice President -- Asset Management and Trust Company 5228 Ameriprise Financial 2006 Services, RiverSource Investments, LLC since 2006; Vice Center Minneapolis, MN President -- Operations and Compliance, RiverSource 55474 Investments, LLC, 2004-2006; Director of Product Age 43 Development -- Mutual Funds, Ameriprise Financial, Inc., 2001-2004 -------------------------------------------------------------------------------------------------------- Jeffrey P. Fox Treasurer since 2002 Vice President -- Investment Accounting, Ameriprise 105 Ameriprise Financial Financial, Inc. since 2002; Chief Financial Officer, Center RiverSource Distributors, Inc. since 2006 Minneapolis, MN 55474 Age 53 -------------------------------------------------------------------------------------------------------- Scott R. Plummer Vice President, Vice President and Chief Counsel -- Asset Management, 5228 Ameriprise Financial General Counsel and Ameriprise Financial, Inc. since 2005; Chief Counsel, Center Secretary since 2006 RiverSource Distributors, Inc. and Chief Legal Officer Minneapolis, MN 55474 and Assistant Secretary, RiverSource Investments, LLC Age 49 since 2006; Vice President, General Counsel and Secretary, Ameriprise Certificate Company since 2005; Vice President -- Asset Management Compliance, Ameriprise Financial, Inc., 2004-2005; Senior Vice President and Chief Compliance Officer, USBancorp Asset Management, 2002-2004 -------------------------------------------------------------------------------------------------------- </Table> -------------------------------------------------------------------------------- 38 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT -------------------------------------------------------------------------------- FUND OFFICERS (CONTINUED) <Table> <Caption> NAME, POSITION HELD ADDRESS, WITH FUND AND PRINCIPAL OCCUPATION AGE LENGTH OF SERVICE DURING PAST FIVE YEARS -------------------------------------------------------------------------------------------------------- Eleanor T.M. Hoagland Chief Compliance Chief Compliance Officer, RiverSource Investments, LLC 100 Park Avenue Officer since 2009* since 2009; Chief Compliance Officer for each of the New York, NY 10017 investment companies of the Seligman group of funds Age 57 since 2004; Anti Money Laundering Prevention Officer and Identity Theft Prevention Officer for each of the investment companies of the Seligman group of funds since 2008; Managing Director, J. & W. Seligman & Co. Incorporated and Vice-President for each of the investment companies of the Seligman group of funds, 2004-2008. -------------------------------------------------------------------------------------------------------- Jennifer D. Lammers Chief Compliance U.S. Asset Management Chief Compliance Officer, 172 Ameriprise Financial Officer Since 2006* RiverSource Investments, LLC since 2006; Center Director -- Mutual Funds, Voyageur Asset Management, Minneapolis, MN 55474 2003-2006; Director of Finance, Voyageur Asset Age 48 Management, 2000-2003 -------------------------------------------------------------------------------------------------------- Neysa M. Alecu Money Laundering Compliance Director and Anti-Money Laundering Officer, 2934 Ameriprise Financial Prevention Officer Ameriprise Financial, Inc. since 2004; Manager Anti- Center since 2004 Money Laundering, Ameriprise Financial, Inc., 2003- Minneapolis, MN 55474 2004; Compliance Director and Bank Secrecy Act Officer, Age 44 American Express Centurion Bank, 2000-2003 -------------------------------------------------------------------------------------------------------- </Table> * Effective February 2009, Ms. Lammers no longer serves as the Chief Compliance Officer for the Funds and Ms. Hoagland now serves in that capacity. -------------------------------------------------------------------------------- RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT 39 PROXY VOTING ------------------------------------------------------------------- The policy of the Board is to vote the proxies of the companies in which the Fund holds investments consistent with the procedures as stated in the Statement of Additional Information (SAI). You may obtain a copy of the SAI without charge by calling RiverSource Funds at (888) 791-3380; contacting your financial institution; visiting riversource.com/funds; or searching the website of the Securities and Exchange Commission (SEC) at http://www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities is filed with the SEC by August 31 for the most recent 12-month period ending June 30 of that year, and is available without charge by visiting riversource.com/funds; or searching the website of the SEC at www.sec.gov. -------------------------------------------------------------------------------- 40 RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND -- 2008 ANNUAL REPORT NOTES -------------------------------------------------------------------------- -------------------------------------------------------------------------------- THIS PAGE IS NOT PART OF THE ANNUAL REPORT THROUGH THE RIVERSOURCE INVESTMENTS FAMILY OF FUNDS, YOU CAN BUILD A DIVERSIFIED PORTFOLIO THAT IS DESIGNED TO HELP YOU REACH YOUR GOALS. <Table> ADVANCED ALPHA(SM) STRATEGIES RiverSource 120/20 Contrarian Equity Fund RiverSource Absolute Return Currency and Income Fund Threadneedle Global Extended Alpha Fund ADVICE-BUILT(SM) SOLUTIONS RIVERSOURCE INCOME BUILDER SERIES RiverSource Income Builder Basic Income Fund RiverSource Income Builder Enhanced Income Fund RiverSource Income Builder Moderate Income Fund RIVERSOURCE PORTFOLIO BUILDER SERIES RiverSource Portfolio Builder Aggressive Fund RiverSource Portfolio Builder Conservative Fund RiverSource Portfolio Builder Moderate Fund RiverSource Portfolio Builder Moderate Aggressive Fund RiverSource Portfolio Builder Moderate Conservative Fund RiverSource Portfolio Builder Total Equity Fund RIVERSOURCE RETIREMENT PLUS(R) SERIES RiverSource Retirement Plus 2010 Fund RiverSource Retirement Plus 2015 Fund RiverSource Retirement Plus 2020 Fund RiverSource Retirement Plus 2025 Fund RiverSource Retirement Plus 2030 Fund RiverSource Retirement Plus 2035 Fund RiverSource Retirement Plus 2040 Fund RiverSource Retirement Plus 2045 Fund RIVERSOURCE STRATEGIC ALLOCATION FUND RIVERSOURCE BALANCED FUND SINGLE-STRATEGY FUNDS GROWTH FUNDS RiverSource Partners Aggressive Growth Fund RiverSource Disciplined Large Cap Growth Fund RiverSource Global Technology Fund RiverSource Growth Fund RiverSource Mid Cap Growth Fund RiverSource Partners Small Cap Growth Fund BLEND FUNDS RiverSource Disciplined Equity Fund RiverSource Disciplined Small and Mid Cap Equity Fund RiverSource Large Cap Equity Fund RiverSource Precious Metals and Mining Fund RiverSource Recovery and Infrastructure Fund RiverSource S&P 500 Index Fund* RiverSource Small Cap Advantage Fund RiverSource Partners Small Cap Equity Fund RiverSource Small Company Index Fund VALUE FUNDS RiverSource Disciplined Large Cap Value Fund RiverSource Disciplined Small Cap Value Fund RiverSource Diversified Equity Income Fund RiverSource Dividend Opportunity Fund RiverSource Equity Value Fund RiverSource Partners Fundamental Value Fund RiverSource Large Cap Value Fund RiverSource Mid Cap Value Fund RiverSource Real Estate Fund RiverSource Partners Select Value Fund RiverSource Partners Small Cap Value Fund GLOBAL/INTERNATIONAL FUNDS RiverSource Disciplined International Equity Fund Threadneedle Emerging Markets Fund Threadneedle European Equity Fund Threadneedle Global Equity Fund Threadneedle Global Equity Income Fund RiverSource Partners International Select Growth Fund Threadneedle International Opportunity Fund RiverSource Partners International Select Value Fund RiverSource Partners International Small Cap Fund </Table> -------------------------------------------------------------------------------- THIS PAGE IS NOT PART OF THE ANNUAL REPORT <Table> TAXABLE INCOME FUNDS RiverSource Cash Management Fund** RiverSource Diversified Bond Fund RiverSource Emerging Markets Bond Fund RiverSource Floating Rate Fund RiverSource Global Bond Fund RiverSource High Yield Bond Fund RiverSource Income Opportunities Fund RiverSource Inflation Protected Securities Fund RiverSource Limited Duration Bond Fund RiverSource Short Duration U.S. Government Fund RiverSource Strategic Income Allocation Fund RiverSource U.S. Government Mortgage Fund TAX-EXEMPT FUNDS RiverSource California Tax-Exempt Fund RiverSource Intermediate Tax-Exempt Fund RiverSource Minnesota Tax-Exempt Fund RiverSource New York Tax-Exempt Fund RiverSource Tax-Exempt Bond Fund RiverSource Tax-Exempt High Income Fund RiverSource Tax-Exempt Money Market Fund** </Table> You should consider the investment objectives, risks, charges and expenses of a mutual fund carefully before investing. For a free prospectus of any of the funds listed above, which contains this and other important information about the funds, contact your financial institution or visit riversource.com/funds. Read the prospectus carefully before investing. Investment products, including shares of mutual funds, involve risks including possible loss of principal and fluctuation in value. Investing in certain funds involves special risks, such as those related to investments in foreign securities, small- and mid-capitalization stocks, fixed income securities (especially high-yield securities), and funds which focus their investments in a particular sector, such as real estate, technology and precious metals. See each fund's prospectus for specific risks associated with the fund. * "Standard & Poors(R)," "S&P," "S&P 500(R)," and "Standard & Poor's 500(R)" are trademarks of the McGraw-Hill Companies, Inc. These trademarks have been licensed for use by Ameriprise Financial, Inc. The fund is not sponsored, endorsed, sold or promoted by Standard & Poor's or any of their subsidiaries or affiliates (the "Licensors") and the Licensors make no representation regarding the advisability of investing in the fund. ** AN INVESTMENT IN MONEY MARKET FUNDS IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE FUND SEEKS TO MAINTAIN THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND. -------------------------------------------------------------------------------- THIS PAGE IS NOT PART OF THE ANNUAL REPORT RIVERSOURCE TAX-EXEMPT MONEY MARKET FUND 734 Ameriprise Financial Center Minneapolis, MN 55474 RIVERSOURCE.COM/FUNDS <Table> This report must be accompanied or preceded by the Fund's current prospectus. RiverSource(R) mutual funds are distributed by RiverSource Distributors, Inc., and RiverSource Fund Distributors, Inc., Members FINRA, and managed by RiverSource Investments, LLC. RiverSource is part of Ameriprise Financial, Inc. (RIVERSOURCE INVESTMENTS LOGO) (C) 2009 RiverSource Investments, LLC. S-6433 AF (2/09) </Table>