July 13, 2007
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-1004
ATTN: Document Control - EDGAR
RE: Post-Effective Amendment No. 43 on Form N-4
RiverSource Retirement Advisor 4 Advantage(SM) Variable Annuity
RiverSource Retirement Advisor 4 Select(SM) Variable Annuity
RiverSource Retirement Advisor 4 Access (SM) Variable Annuity
File Nos. 333-79311/811-07355
Dear Mr. Cowan:
On behalf of RiverSource Variable Account 10 ("Registrant"), RiverSource Life
Insurance Company ("Company") filed electronically a Post-Effective Amendment
No. 43 ("Amendment No. 43") on Form N-4 pursuant to Rule 485(a) of the
Securities Act of 1933 on or about May 17, 2007. On June 19, 2007, Registrant
received Staff electronic comments regarding Amendment No. 43 and respectfully
responds to the comments herein.
COMMENT 1: Fee Table
Please list Annual Variable Account Expenses (that apply to everyone) prior
to Optional Rider Fees.
RESPONSE: Complied. Annual Variable Account Expenses will be listed prior to the
Optional Rider Fees.
COMMENT 2: Annual Operating Expenses of the Funds
a. There is a typo - "Minimum and maximum total operating expenses for the
funds(a)"
RESPONSE: Complied. The typo will be corrected and the "(a)" will be put into
superscript mode because it references the footnote (a).
b. Footnote 17 references a contractual arrangement with Wells Fargo that
expired on April 30, 2007. Unless the contractual arrangement has been renewed,
please delete the footnote.
RESPONSE: Complied. Footnote 17 has been deleted.
c. Please confirm whether any of the underlying funds are "funds-of-funds." If
so, please add an AFFE column.
RESPONSE: Complied. Some of the underlying funds are "funds-of-funds" and the
additional AFFE column has been added. Please see the Appendix for complete
table.
In connection with the Amendment No. 43, RiverSource Life Insurance Company (the
"Company") on behalf of the Registrant hereby acknowledges the following:
The disclosures in the filing are the responsibility of the Company and the
Company is fully responsible for the adequacy or accuracy of the disclosures in
this filing. The Company represents to the Commission that comments made by the
Commission, or the staff acting pursuant to delegated authority, or changes to
disclosure in response to staff comments in the filing reviewed by the staff, do
not foreclosure the Commission from taking any action with respect to the
filing, and the Company represents that it will not assert this action as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
If you have any questions regarding this filing, please contact me at (612)
671-0175 or Boba Selimovic at (612) 671-7449.
Sincerely,
/s/ Elisabeth A. Dahl
- -------------------------------------
Elisabeth A. Dahl
Counsel
APPENDIX
TOTAL ANNUAL OPERATING EXPENSES FOR EACH FUND UNDERLYING RAVA 4 ADVANTAGE, RAVA
4 SELECT AND RAVA 4 ACCESS*
(Before fee waivers and/or expense reimbursements, if applicable, as a
percentage of average daily net assets)
ACQUIRED GROSS
FUND FEES TOTAL
MANAGEMENT OTHER AND ANNUAL
FEE 12B-1 FEE EXPENSES EXPENSES** EXPENSES
---------- --------- -------- ---------- --------
AIM V.I. Capital Appreciation Fund, Series II Shares 0.61% 0.25% 0.30% --% 1.16% (1)
AIM V.I. Capital Development Fund, Series II Shares 0.75 0.25 0.34 0.01 1.35 (1),(2)
AIM V.I. Financial Services Fund, Series II Shares 0.75 0.25 0.37 0.01 1.38 (1)
AIM V.I. Global Health Care Fund, Series II Shares 0.75 0.25 0.35 0.01 1.36 (1)
AIM V.I. International Growth Fund, Series II Shares 0.72 0.25 0.38 0.01 1.36 (1)
AllianceBernstein VPS Global Technology Portfolio
(Class B) 0.75 0.25 0.18 -- 1.18
AllianceBernstein VPS Growth and Income Portfolio
(Class B) 0.55 0.25 0.06 -- 0.86
AllianceBernstein VPS International Value Portfolio
(Class B) 0.75 0.25 0.10 -- 1.10
AllianceBernstein VPS Large Cap Growth Portfolio
(Class B) 0.75 0.25 0.08 -- 1.08
American Century VP Mid Cap Value, Class II 0.90 0.25 -- -- 1.15
American Century VP Ultra(R), Class II 0.90 0.25 -- -- 1.15
American Century VP Value, Class II 0.83 0.25 -- -- 1.08
Columbia High Yield Fund, Variable Series, Class B 0.55 0.25 0.32 -- 1.12 (3)
Columbia Marsico Growth Fund, Variable Series,
Class A 0.74 -- 0.27 -- 1.01 (3)
Columbia Marsico International Opportunities Fund,
Variable Series, Class B 0.80 0.25 0.32 -- 1.37 (3)
Credit Suisse Trust - Commodity Return Strategy
Portfolio 0.50 0.25 0.51 -- 1.26 (4)
Dreyfus Variable Investment Fund International
Equity Portfolio, Service Shares 0.75 0.25 0.28 -- 1.28
Dreyfus Variable Investment Fund International
Value Portfolio, Service Shares 1.00 0.25 0.19 -- 1.44 (5)
Eaton Vance VT Floating-Rate Income Fund 0.57 0.25 0.37 -- 1.19
Evergreen VA Fundamental Large Cap Fund - Class 2 0.57 0.25 0.17 0.01 1.00
Evergreen VA International Equity Fund - Class 2 0.40 0.25 0.28 -- 0.93
Fidelity(R) VIP Contrafund(R) Portfolio Service
Class 2 0.57 0.25 0.09 -- 0.91
Fidelity(R) VIP Mid Cap Portfolio Service Class 2 0.57 0.25 0.11 -- 0.93
Fidelity(R) VIP Overseas Portfolio Service Class 2 0.72 0.25 0.16 -- 1.13
FTVIPT Franklin Global Real Estate Securities Fund
- Class 2 0.47 0.25 0.03 -- 0.75 (6)
FTVIPT Franklin Small Cap Value Securities Fund -
Class 2 0.51 0.25 0.17 0.03 0.96 (7)
FTVIPT Mutual Shares Securities Fund - Class 2 0.60 0.25 0.21 -- 1.06
Goldman Sachs VIT Structured U.S. Equity Fund -
Institutional Shares 0.65 -- 0.07 -- 0.72 (8)
Janus Aspen Series Large Cap Growth Portfolio:
Service Shares 0.64 0.25 0.05 -- 0.94
Legg Mason Partners Variable Small Cap Growth
Portfolio, Class I 0.75 -- 0.21 -- 0.96
MFS(R) Investors Growth Stock Series - Service Class 0.75 0.25 0.12 -- 1.12
MFS(R) Total Return Series - Service Class 0.75 0.25 0.10 -- 1.10 (9)
MFS(R) Utilities Series - Service Class 0.75 0.25 0.11 -- 1.11
Neuberger Berman Advisers Management Trust
International Portfolio (Class S) 1.15 0.25 0.27 -- 1.67 (10)
Neuberger Berman Advisers Management Trust Socially
Responsive Portfolio (Class S) 0.85 0.25 0.09 -- 1.19 (11)
Oppenheimer Global Securities Fund/VA, Service
Shares 0.62 0.25 0.04 -- 0.91 (12)
Oppenheimer Main Street Small Cap Fund/VA, Service
Shares 0.72 0.25 0.03 -- 1.00 (12)
Oppenheimer Strategic Bond Fund/VA, Service Shares 0.62 0.25 0.02 -- 0.89 (12)
Oppenheimer Value Fund/VA, Service Shares 0.75 0.24 1.90 -- 2.89 (12)
PIMCO VIT All Asset Portfolio, Advisor Share Class 0.18 0.25 0.25 0.61 1.29
RiverSource(R) Variable Portfolio - Balanced Fund 0.56 0.13 0.15 -- 0.84 (13),(14)
RiverSource(R) Variable Portfolio - Cash Management
Fund 0.33 0.13 0.14 -- 0.60 (13)
RiverSource(R) Variable Portfolio - Core Bond Fund 0.48 0.13 0.32 -- 0.93 (13),(15)
RiverSource(R) Variable Portfolio - Diversified Bond
Fund 0.46 0.13 0.15 -- 0.74 (13)
RiverSource(R) Variable Portfolio - Diversified
Equity Income Fund 0.64 0.13 0.14 -- 0.91 (13),(14)
RiverSource(R) Variable Portfolio - Emerging Markets
Fund 1.13 0.13 0.25 -- 1.51 (13),(14)
RiverSource(R) Variable Portfolio - Fundamental
Value Fund 0.72 0.13 0.17 -- 1.02 (13),(14),(15)
RiverSource(R) Variable Portfolio - Global Bond Fund 0.70 0.13 0.17 -- 1.00 (13)
RiverSource(R) Variable Portfolio - Global Inflation
Protected Securities Fund 0.44 0.13 0.15 -- 0.72 (13),(15)
RiverSource(R) Variable Portfolio - Growth Fund 0.71 0.13 0.17 -- 1.01 (13),(14)
RiverSource(R) Variable Portfolio - High Yield Bond
Fund 0.59 0.13 0.16 -- 0.88 (13)
RiverSource(R) Variable Portfolio - Income
Opportunities Fund 0.61 0.13 0.16 -- 0.90 (13),(15)
RiverSource(R) Variable Portfolio - International
Opportunity Fund 0.76 0.13 0.19 -- 1.08 (13),(14)
RiverSource(R) Variable Portfolio - Large Cap Equity
Fund 0.57 0.13 0.13 -- 0.83 (13),(14)
RiverSource(R) Variable Portfolio - Large Cap Value
Fund 0.60 0.13 0.50 -- 1.23 (13),(15)
RiverSource(R) Variable Portfolio - Mid Cap Growth
Fund 0.60 0.13 0.15 -- 0.88 (13),(14),(15)
RiverSource(R) Variable Portfolio - Mid Cap Value
Fund 0.72 0.13 0.22 -- 1.07 (13),(14),(15)
RiverSource(R) Variable Portfolio - S&P 500 Index
Fund 0.22 0.13 0.16 -- 0.51 (13),(15)
RiverSource(R) Variable Portfolio - Select Value
Fund 0.72 0.13 0.37 -- 1.22 (13),(14),(15)
RiverSource(R) Variable Portfolio - Short Duration
U.S. Government Fund 0.48 0.13 0.16 -- 0.77 (13)
RiverSource(R) Variable Portfolio - Small Cap
Advantage Fund 0.72 0.13 0.23 -- 1.08 (13),(14)
RiverSource(R) Variable Portfolio - Small Cap Value
Fund 1.00 0.13 0.19 -- 1.32 (13),(14),(15)
Van Kampen Life Investment Trust Comstock Portfolio,
Class II Shares 0.56 0.25 0.03 -- 0.84
Van Kampen UIF Global Real Estate Portfolio, Class
II Shares 0.85 0.35 0.66 -- 1.86 (16)
Van Kampen UIF Mid Cap Growth Portfolio, Class II
Shares 0.75 0.35 0.31 -- 1.41 (16)
Wanger International Small Cap 0.91 -- 0.10 -- 1.01
Wanger U.S. Smaller Companies 0.90 -- 0.05 -- 0.95
Wells Fargo Advantage VT Opportunity Fund 0.73 0.25 0.20 -- 1.18
Wells Fargo Advantage VT Small Cap Growth Fund 0.75 0.25 0.23 -- 1.23
* The Funds provided the information on their expenses and we have not
independently verified the information.
** Includes fees and expenses incurred indirectly by the Fund as a result of
its investment in other investment companies (also referred to as acquired
funds).
(1) The Fund's advisor has contractually agreed to waive advisory fees and/or
reimburse expenses of Series II shares to the extent necessary to limit
total annual expenses (subject to certain exclusions) of Series II shares
to 1.45% of average daily net assets. This expense limitation is in effect
through at least April 30, 2008.
(2) Through April 30, 2008, the Fund's advisor has contractually agreed to
waive a portion of its advisory fees. After fee waivers and expense
reimbursements net expenses would be 1.34% for AIM V.I. Capital Development
Fund, Series II Shares.
(3) The figures contained in the table are based on amounts incurred during the
Fund's most recent fiscal year and have been adjusted, as necessary, to
reflect current service provider fees. The Fund's Investment Adviser and
Distributor have contractually agreed to waive advisory fees and reimburse
the Fund for certain expenses (subject to certain exclusions) through April
30, 2008. After fee waivers and expense reimbursements net expenses would
be 0.66% for Columbia High Yield Fund, Variable Series, Class B. There is
no guarantee that these waivers and/or limitations will continue after
April 30, 2008.
(4) Credit Suisse fee waivers are voluntary and may be discontinued at any
time. After fee waivers and expense reimbursements net expenses would be
0.95% for Credit Suisse Trust - Commodity Return Strategy Portfolio.
(5) The Dreyfus Corporation has agreed, until Dec. 31, 2007, to waive receipt
of its fees and/or assume the expenses of the portfolio so that the net
expenses (subject to certain exclusions) do not exceed 1.40% for Dreyfus
Variable Investment Fund International Value Portfolio, Service Shares.
(6) The Fund's fees and expenses have been restated as if the Fund's new
investment management and fund administration agreements had been in place
for the fiscal year ended Dec. 31, 2006. The manager and administrator,
however, have contractually agreed in advance to waive or limit their
respective fees so that the increase in investment management and fund
administration fees paid by the Fund are phased in over a five year period,
with there being no increase in the rate of such fees for the first year
ending April 30, 2008. For each of the four years thereafter through April
30, 2012, the manager and administrator will receive one-fifth of the
increase in the rate of fees. Beginning May 1, 2012, the full new
investment management and administration fees will then be in effect.
(7) The manager has agreed in advance to reduce its fee from assets invested by
the Fund in a Franklin Templeton money market fund (the acquired fund) to
the extent that the Fund's fees and expenses are due to those of the
acquired fund. This reduction is required by the Trust's board of trustees
and an exemptive order of the Securities and Exchange Commission (SEC).
After fee reductions net expenses would be 0.93% for FTVIPT Franklin Small
Cap Value Securities Fund - Class 2.
(8) "Other expenses" include transfer agency fees and expenses equal on an
annualized basis to 0.04% of the average daily net assets of the Fund plus
all other ordinary expenses not detailed in the table above. The Investment
Adviser has voluntarily agreed to limit "Other expenses" (subject to
certain exclusions) to the extent that such expenses exceed, on an annual
basis, 0.044% of the Fund's average daily net assets for Goldman Sachs VIT
Structured U.S. Equity Fund - Institutional Shares. The Investment Adviser
may cease or modify the expense limitations at its discretion at anytime.
If this occurs, other expenses and total annual operating expenses may
increase without shareholder approval.
(9) The Fund's management fee as set forth in its Investment Advisory Agreement
is 0.75% of average daily net assets annually. MFS has agreed in writing to
reduce its management fee to 0.65% of average daily net assets in excess of
$3 billion. For the Fund's most recent fiscal year, the effective
management fee was 0.73% of average daily net assets. This written
agreement will remain in effect until modified by the Fund's Board of
Trustees.
(10) Class S shares of the International Portfolio have a redemption fee of
1.00% for exchanges or redemptions on shares held less than 60 days. The
redemption fee is paid to the Portfolio.
(11) Neuberger Berman Management Inc. ("NBMI") has undertaken through Dec. 31,
2010, to waive fees and/or reimburse certain operating expenses, including
the compensation of NBMI and excluding taxes, interest, extraordinary
expenses, brokerage commissions and transaction costs, that exceed, in the
aggregate, 1.17% of the average daily net asset value. The expense
limitation arrangement for the Portfolio is contractual and any excess
expenses can be repaid to NBMI within three years of the year incurred,
provided such recoupment would not cause the Portfolio to exceed its
respective limitation.
(12) The "Other expenses" in the table are based on, among other things, the
fees the Fund would have paid if the transfer agent had not waived a
portion of its fee under a voluntary undertaking to the Fund to limit these
fees to 0.35% of average daily net assets per fiscal year for all classes.
That undertaking may be amended or withdrawn at any time. For the Fund's
fiscal year ended Dec. 31, 2006, the transfer agent fees did not exceed
this expense limitation. The Manager will waive fees and/or reimburse Fund
expenses in an amount equal to the indirect management fees incurred
through the Fund's investment in Oppenheimer Institutional Money Market
Fund. After fee waivers and expense reimbursements, the net expenses would
have been 0.88% for Oppenheimer Strategic Bond Fund/VA, Service Shares.
(13) The Fund's expense figures are based on actual expenses for the four month
period ended Dec. 31, 2006, adjusted to an annual basis.
(14) Management fees include the impact of a performance incentive adjustment
fee that decreased the management fee by 0.01% for RiverSource(R) Variable
Portfolio - Fundamental Value Fund, 0.10% for RiverSource(R) Variable
Portfolio - Mid Cap Growth Fund, 0.06% for RiverSource(R) Variable
Portfolio - Select Value Fund and 0.07% for RiverSource(R) Variable
Portfolio - Small Cap Advantage Fund. Includes the impact of a performance
incentive adjustment that increased the management fee by 0.04% for
RiverSource(R) Variable Portfolio - Balanced Fund, 0.07% for RiverSource(R)
Variable Portfolio - Diversified Equity Income Fund, 0.04% for
RiverSource(R) Variable Portfolio - Emerging Markets Fund, 0.11% for
RiverSource(R) Variable Portfolio - Growth Fund, 0.01% for RiverSource(R)
Variable Portfolio - International Opportunity Fund, 0.01% for
RiverSource(R) Variable Portfolio - Large Cap Equity Fund, 0.02% for
RiverSource(R) Variable Portfolio - Mid Cap Value Fund and 0.05% for
RiverSource(R) Variable Portfolio - Small Cap Value Fund.
(15) RiverSource Investments, LLC and its affiliates have contractually agreed
to waive certain fees and to absorb certain expenses until Dec. 31, 2007,
unless sooner terminated at the discretion of the Fund's Board. Any amount
waived will not be reimbursed by the Fund. Under this agreement, net
expenses (excluding fees and expenses of acquired funds), before giving
effect to any applicable performance incentive adjustment, will not exceed:
0.83% for RiverSource(R) Variable Portfolio - Core Bond Fund, 1.07% for
RiverSource(R) Variable Portfolio - Fundamental Value Fund, 0.72% for
RiverSource(R) Variable Portfolio - Global Inflation Protected Securities
Fund, 0.99% for RiverSource(R) Variable Portfolio - Income Opportunities
Fund, 1.05% for RiverSource(R) Variable Portfolio - Large Cap Value Fund,
1.00% for RiverSource(R) Variable Portfolio - Mid Cap Growth Fund, 1.08%
for RiverSource(R) Variable Portfolio - Mid Cap Value Fund, 0.495% for
RiverSource(R) Variable Portfolio - S&P 500 Index Fund, 1.00% for
RiverSource(R) Variable Portfolio - Select Value Fund and 1.20% for
RiverSource(R) Variable Portfolio - Small Cap Value Fund.
(16) The fees disclosed reflect gross ratios prior to any voluntary
waivers/reimbursements of expenses by the adviser. The adviser has
voluntarily agreed to waive a portion of or all of its management fee
and/or reimburse expenses to the extent necessary to limit total annual
operating expenses (subject to certain exclusions). Additionally, the
distributor has agreed to voluntarily waive a portion of the 12b-1 fee for
Class II shares. After these fee waivers/reimbursements, net expenses would
have been 1.40% for Van Kampen UIF Global Real Estate Portfolio, Class II
Shares and 1.15% for Van Kampen UIF Mid Cap Growth Portfolio, Class II
Shares.