UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO REGISTRATION STATEMENT NO. 333-149953
ON
FORM S-1
UNDER
THE SECURITIES ACT OF 1933
RiverSource Life Insurance Company
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation or organization)
41-0823832
(I.R.S. Employer Identification No.)
70100 Ameriprise Financial Center, Minneapolis, MN 55474
(800) 862-7919
(Address,including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Rodney J. Vessels
RiverSource Life Insurance Company
50605 Ameriprise Financial Center, Minneapolis, Minnesota 55474
(612) 671-2237
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: July 19, 2010
or as soon as practicable after the effective date of the Registration
Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
Pursuant to Rule 429 under the Securities Exchange Act of 1934 the prospectuses
to be filed herein also relate to and will constitute upon effectiveness a
Post-Effective Amendment to Securities Act Registration Statement Nos. 033-28976
and 333-114888.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
This Post-Effective Amendment No. 3 to Registration Statement No. 333-149953
is not intended to supersede Post-Effective Amendment No. 2 to Registration
Statement No. 333-149953, filed on or about April 28, 2010.
Calculation of Registration Fee
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE*
---------------------------------- ------------ ---------------- ---------------- ------------
Interests in market $0 $0**
value adjusted annuity
contracts and accounts
of RiverSource Retirement
Advisor Advantage Plus
Variable Annuity,
RiverSource Retirement
Advisor Select Plus
Variable Annuity,
RiverSource Retirement
Advisor 4 Advantage
Variable Annuity,
RiverSource Retirement
Advisor 4 Select Variable
Annuity, RiverSource
Retirement Advisor 4 Access
Variable Annuity,
RiverSource
RAVA 5 Advantage
Variable Annuity,
RiverSource RAVA 5 Select Variable
Annuity and RiverSource
RAVA 5 Access
Variable Annuity and
RiverSource Guaranteed
Term Annuity.
* The proposed aggregate offering price is estimated solely for determining
the registration fee. The amount being registered and the proposed maximum
offering price per unit are not applicable since these securities are not
issued in predetermined amounts or units.
** The difference between the $300,000,000 of securities registered on
Securities Act Registration Statement No. 033-28976 (for which a
registration fee of $60,000 was paid) and the $250,000,000 of securities
registered on Securities Act Registration Statement No. 333-114888 (for
which a registration fee of $31,675 was paid), and the dollar amount of
securities sold thereunder, is carried forward on this Registration
Statement pursuant to Rule 429 of the Securities Act.
PART I.
INFORMATION REQUIRED IN PROSPECTUS
The prospectus for RiverSource RAVA 5 Advantage Variable Annuity, RiverSource
RAVA 5 Select Variable Annuity and RiverSource
RAVA 5 Access Variable Annuity is incorporated by reference from Part A of
Post-Effective Amendment No. 61 to Registration Statement No. 333-79311, filed
on or about July 12, 2010.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The expenses of the issuance and distribution of the interests in the
RiverSource Account MGA of RiverSource Life Insurance Company to be registered,
other than commissions on sales of the Contracts, are to be borne by the
registrant.
Item 14. Indemnification of Directors and Officers
The amended and restated By-Laws of the depositor provide that the depositor
will indemnify, to the fullest extent now or hereafter provided for or permitted
by law, each person involved in, or made or threatened to be made a party to,
any action, suit, claim or proceeding, whether civil or criminal, including any
investigative, administrative, legislative, or other proceeding, and including
any action by or in the right of the depositor or any other corporation, or any
partnership, joint venture, trust, employee benefit plan, or other enterprise
(any such entity, other than the depositor, being hereinafter referred to as an
"Enterprise"), and including appeals therein (any such action or process being
hereinafter referred to as a "Proceeding"), by reason of the fact that such
person, such person's testator or intestate (i) is or was a director or officer
of the depositor, or (ii) is or was serving, at the request of the depositor, as
a director, officer, or in any other capacity, or any other Enterprise, against
any and all judgments, amounts paid in settlement, and expenses, including
attorney's fees, actually and reasonably incurred as a result of or in
connection with any Proceeding, except as provided below.
No indemnification will be made to or on behalf of any such person if a judgment
or other final adjudication adverse to such person establishes that such
person's acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that such person personally gained in fact a financial profit or other
advantage to which such person was not legally entitled. In addition, no
indemnification will be made with respect to any Proceeding initiated by any
such person against the depositor, or a director or officer of the depositor,
other than to enforce the terms of this indemnification provision, unless such
Proceeding was authorized by the Board of Directors of the depositor. Further,
no indemnification will be made with respect to any settlement or compromise of
any Proceeding unless and until the depositor has consented to such settlement
or compromise.
The depositor may, from time to time, with the approval of the Board of
Directors, and to the extent authorized, grant rights to indemnification, and to
the advancement of expenses, to any employee or agent of the depositor or to any
person serving at the request of the depositor as a director or officer, or in
any other capacity, of any other Enterprise, to the fullest extent of the
provisions with respect
to the indemnification and advancement of expenses of directors and officers of
the depositor.
Insofar as indemnification for liability arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the depositor or the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 15. Recent Sales of Unregistered Securities
Not Applicable.
Item 16. (A) Exhibits
1. Form of Principal Underwriter Agreement for RiverSource Life Insurance
Company Variable Annuities and Variable Life Insurance filed electronically as
Exhibit 3.1 to the Initial Registration Statement on Form N-4 for RiverSource
Variable Annuity Account, RiverSource Signature(SM) Select Variable Annuity and
RiverSource Signature(SM) Variable Annuity, on or about Jan. 2, 2007, is
incorporated by reference.
2.1 Articles of Merger of IDS Life Insurance Company and American
Enterprise Life Insurance Company dated March 16, 2006, filed electronically as
Exhibit 2.1 to Post-Effective Amendment No. 8 to Registration Statement No.
333-114888, is incorporated by reference.
2.2 Articles of Merger of IDS Life Insurance Company and American Partners
Life Insurance Company dated March 17, 2006, filed electronically as Exhibit 2.2
to the Initial Registration Statement on Form S-1 for RiverSource Life Insurance
Company, is incorporated by reference.
3.1 Copy of Certificate of Incorporation of IDS Life Insurance Company
filed electronically as Exhibit 3.1 to Post-Effective Amendment No. 5 to
Registration Statement No. 33-28976 is incorporated herein by reference.
3.2 Copy of Certificate of Amendment of Certificate of Incorporation of IDS
Life Insurance Company dated June 22, 2006, filed electronically as Exhibit
27(f)(1) to Post-Effective Amendment No. 28 to Registration Statement No.
333-69777 is incorporated by reference.
3.3 Copy of Amended and Restated By-Laws of RiverSource Life Insurance
Company filed electronically as Exhibit 27(f)(2) to Post-Effective Amendment No.
28 to Registration Statement No. 333-69777 is incorporated by reference.
3.4 Copy of Resolution of the Board of Directors of IDS Life Insurance
Company, dated May 5, 1989, establishing IDS Life Account MGA filed
electronically as Exhibit 3.3 to Post-Effective Amendment No. 5 to Registration
Statement No. 33-28976 is incorporated herein by reference.
3.5 Unanimous Written Consent of the Board of Directors In Lieu of a
Meeting for IDS Life Insurance Company, adopted Dec. 8, 2006 for the
Re-designation of the Separate Accounts to Reflect Entity Consolidation and
Rebranding filed electronically as Exhibit 27(a)(6) to Post-Effective Amendment
No. 28 to Registration Statement No. 333-69777 is incorporated by reference.
4.1 Copy of Non-tax qualified Group Annuity Contract, Form 30363C, filed
electronically as Exhibit 4.1 to Post-Effective Amendment No. 5 to Registration
Statement No. 33-28976 is incorporated herein by reference.
4.2 Copy of Non-tax qualified Group Annuity Certificate, Form 30360C, filed
electronically as Exhibit 4.2 to Post-Effective Amendment No. 5 to Registration
Statement No. 33-28976 is incorporated herein by reference.
4.3 Copy of Endorsement No. 30340C-GP to the Group Annuity Contract filed
electronically as Exhibit 4.3 to Post-Effective Amendment No. 5 to Registration
Statement No. 33-28976 is incorporated herein by reference.
4.4 Copy of Endorsement No. 30340C to the Group Annuity Certificate filed
electronically as Exhibit 4.4 to Post-Effective Amendment No. 5 to Registration
Statement No. 33-28976 is incorporated herein by reference.
4.5 Copy of Tax qualified Group Annuity Contract, Form 30369C, filed
electronically as Exhibit 4.5 to Post-Effective Amendment No. 10 to Registration
Statement No. 33-28976 is incorporated herein by reference.
4.6 Copy of Tax qualified Group Annuity Certificate, Form 30368C, filed
electronically as Exhibit 4.6 to Post-Effective Amendment No. 10 to Registration
Statement No. 33-28976 is incorporated herein by reference.
4.7 Copy of Group IRA Annuity Contract, Form 30372C, filed electronically
as Exhibit 4.7 to Post-Effective Amendment No. 10 to Registration Statement No.
33-28976 is incorporated herein by reference.
4.8 Copy of Group IRA Annuity Certificate, Form 30371C, filed
electronically as Exhibit 4.8 to Post-Effective Amendment No. 10 to Registration
Statement No. 33-28976 is incorporated herein by reference.
4.9 Copy of Non-tax qualified Individual Annuity Contract, Form 30365D,
filed electronically as Exhibit 4.9 to Post-Effective Amendment No. 10 to
Registration Statement No. 33-28976 is incorporated herein by reference.
4.10 Copy of Endorsement No. 30379 to the Individual Annuity Contract,
filed electronically as Exhibit 4.10 to Post-Effective
Amendment No. 10 to Registration Statement No. 33-28976 is incorporated herein
by reference.
4.11 Copy of Tax qualified Individual Annuity Contract, Form 30370C, filed
electronically as Exhibit 4.11 to Post-Effective Amendment No. 10 to
Registration Statement No. 33-28976 is incorporated herein by reference.
4.12 Copy of Individual IRA Annuity Contract, Form 30373C, filed
electronically as Exhibit 4.12 to Post-Effective Amendment No. 10 to
Registration Statement No. 33-28976 is incorporated herein by reference.
4.13 Copy of Endorsement No. 33007 filed electronically as Exhibit 4.13 to
Post-Effective Amendment No. 12 to Registration Statement No. 33-28976 is
incorporated herein by reference.
4.14 Form of Traditional IRA or SEP-IRA Annuity Endorsement (form 131061)
filed electronically as Exhibit 4.14 to Post-Effective Amendment No. 17 to
Registration Statement No. 33-28976 is incorporated herein by reference.
4.15 Form of Roth IRA Annuity Endorsement (form 131062) filed
electronically as Exhibit 4.15 to Post-Effective Amendment No. 17 to
Registration Statement No. 33-28976 is incorporated herein by reference.
4.16 Form of Simple IRA Annuity Endorsement (form 131063) filed
electronically as Exhibit 4.13 to Post-Effective Amendment No. 14 to
Registration Statement No. 333-79311, is incorporated by reference.
4.17 Form of TSA Endorsement (form 131068), filed electronically as Exhibit
4.17 to Post-Effective Amendment No. 2 to Registration Statement No. 333-79311,
is incorporated by reference.
4.18 Form of Deferred Annuity Contract for Retirement Advisor Advantage
Plus (form 1043A) filed electronically as Exhibit 4.15 to IDS Life Variable
Account 10 Post-Effective Amendment No. 21 to Registration Statement No.
333-79311, filed on or about Jan. 23, 2004, is incorporated by reference.
4.19 Form of Deferred Annuity Contract for Retirement Advisor Select Plus
(form 131041A) filed electronically as Exhibit 4.16 to IDS Life Variable Account
10 Post-Effective Amendment No. 21 to Registration Statement No. 333-79311,
filed on or about Jan. 23, 2004, is incorporated by reference.
4.20 Form of Guarantee Period Accounts Rider filed electronically as
Exhibit 4.24 to IDS Life Variable Account 10 Post-Effective Amendment No. 25 to
Registration Statement No. 333-79311, filed on or about June 2, 2004, is
incorporated by reference.
4.21 Form of Deferred Annuity Contract for RiverSource Retirement Advisor 4
Advantage (form 131101) filed electronically as Exhibit 4.17 to IDS Life
Variable Account 10 Post-Effective Amendment No. 40 to Registration Statement
No. 333-79311, filed on or about June 5, 2006, is incorporated by reference.
4.22 Form of Deferred Annuity Contract for RiverSource Retirement Advisor 4
Select Variable Annuity (form 131102) filed electronically as Exhibit 4.18 to
IDS Life Variable Account 10 Post-
Effective Amendment No. 40 to Registration Statement No. 333-79311, filed on or
about June 5, 2006 is incorporated by reference.
4.23 Form of Deferred Annuity Contract for RiverSource Retirement Advisor
Access Variable Annuity (form 131103) filed electronically as Exhibit 4.19 to
IDS Life Variable Account 10 Post-Effective Amendment No. 40 to Registration
Statement No. 333-79311, filed on or about June 5, 2006 is incorporated by
reference.
4.24 Form of Deferred Annuity Contract for RAVA 5 Advantage and data pages
filed electronically as Exhibit 4.19 to RiverSource Life Variable Account 10
Post-Effective Amendment No. 61 to Registration Statement No. 333-79311, filed
on or about July 12 is incorporated by reference.
4.25 Form of Deferred Annuity Contract for RAVA 5 Select and data pages
filed electronically as Exhibit 4.19 to RiverSource Life Variable Account 10
Post-Effective Amendment No. 61 to Registration Statement No. 333-79311, filed
on or about July 12 is incorporated by reference.
4.26 Form of Deferred Annuity Contract for RAVA 5 Access and data pages
filed electronically as Exhibit 4.19 to RiverSource Life Variable Account 10
Post-Effective Amendment No. 61 to Registration Statement No. 333-79311, filed
on or about July 12 is incorporated by reference.
5. Opinion of Counsel regarding legality of Contracts is filed
electronically herewith.
6.-20. Not Applicable.
21. Copy of List of Subsidiaries filed electronically as Exhibit 22 to
Post-Effective Amendment No. 8 to Registration Statement No. 33-28976 is
incorporated herein by reference.
22. Not Applicable.
23. Consent of Independent Registered Public Accounting Firm filed
electronically herewith.
24. Power of Attorney to sign the Registration Statement and Amendments to
this Registration Statement, dated Oct. 22, 2008 filed electronically as Exhibit
13. to Post-Effective Amendment No. 53 to Registration Statement No. 333-79311
is incorporated herein by reference.
25.-99. Not Applicable
Item 17. Undertakings
A. The Registrant undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933,
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement,
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement,
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time may be deemed to be the initial bona
fide offering thereof,
(3) that all post-effective amendments will comply with the applicable
forms, rules and regulations of the Commission in effect at the time such
post-effective amendments are filed, and
(4) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. The Registrant represents that it is relying upon the no-action assurance
given to the American Council of Life Insurance (pub. Avail. Nov. 28, 1988).
Further, the Registrant represents that it has complied with the provisions of
paragraphs (1) - (4) of the no-action letter.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
RiverSource Life Insurance Company has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Minneapolis, and State of Minnesota on the 12th day of July, 2010.
RiverSource Life Insurance Company
(Registrant)
By /s/ John R. Woerner*
-------------------------------------
John R. Woerner
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 12th day of July, 2010.
Signature Title
--------- -----
/s/ Gumer C. Alvero* Director and Executive Vice
------------------------------------- President - Annuities
Gumer C. Alvero
/s/ Richard N. Bush* Senior Vice President - Corporate Tax
-------------------------------------
Richard N. Bush
/s/ Brian J. McGrane* Director, Executive Vice President and
------------------------------------- Chief Financial Officer
Brian J. McGrane
/s/ Kevin E. Palmer* Director, Vice President and Chief
------------------------------------- Actuary
Kevin E. Palmer
/s/ Bridget M. Sperl* Director and Executive Vice President -
------------------------------------- Client Services
Bridget M. Sperl
/s/ David K. Stewart* Vice President and Controller
------------------------------------- (Principal Accounting Officer)
David K. Stewart
/s/ William F. "Ted" Truscott* Director
-------------------------------------
William F. "Ted" Truscott
/s/ John R. Woerner* Chairman of the Board and President
-------------------------------------
John R. Woerner
* Signed pursuant to Power of Attorney dated Oct.22, 2008 filed
electronically as Exhibit 13 to Post-Effective Amendment No. 53 to
Registration Statement No. 333-79311 is incorporated by reference herewith,
by:
/s/ Rodney J. Vessels
-------------------------------------
Rodney J. Vessels
Assistant General Counsel and
Assistant Secretary
EXHIBIT INDEX
5. Opinion of Counsel regarding legality of Contracts is filed electronically
herewith.
23. Consent of Independent Registered Public Accounting Firm.