.
                                                                               .
                                                                               .

                                                  (RIVERSOURCE INVESTMENTS LOGO)

                    PROSPECTUS SUPPLEMENT -- SEPT. 17, 2007

<Table>
                                                                                         
RiverSource Fundamental Growth Fund (July 30, 2007)                                         S-6261-99 H
</Table>

The Fund's Board of Directors has approved in principle the merger of the Fund
into RiverSource Growth Fund, a fund that seeks to provide shareholders with
long-term capital growth.

Completion of the merger is subject to approval by shareholders of the Fund. It
is currently anticipated that, pending final approval from the Fund's Directors,
proxy materials regarding the merger will be distributed to shareholders during
the fourth quarter of 2007, and that a meeting of shareholders to consider the
merger will be scheduled for the first quarter of 2008.

For more information about RiverSource Growth Fund, please call 1-888-791-3380
for a prospectus.

EFFECTIVE ON OR ABOUT NOV. 15, 2007, RIVERSOURCE INVESTMENTS, LLC WILL PROVIDE
ALL INVESTMENT MANAGEMENT SERVICES TO THE FUND INTERNALLY. PRIOR TO THIS TIME,
RIVERSOURCE INVESTMENTS, THE FUND'S INVESTMENT MANAGER, HAD AGREEMENTS WITH
GOLDMAN SACHS ASSET MANAGEMENT, L.P. AND WELLINGTON MANAGEMENT COMPANY, LLP TO
SERVE AS SUBADVISERS TO THE FUND.

The Principal Investment Strategies section for RiverSource Fundamental Growth
Fund will be revised as follows:

PRINCIPAL INVESTMENT STRATEGIES

The Fund invests primarily in common stocks and securities convertible into
common stocks that appear to offer growth opportunities. These growth
opportunities could result from new management, market developments, or
technological superiority. The Fund may invest up to 25% of its net assets in
foreign investments.

In pursuit of the Fund's objective, the investment manager (RiverSource
Investments, LLC) chooses investments by identifying companies that the
investment manager believes have above-average long-term growth potential based,
among other factors, on:

- - Management's track record.

- - Financial strength.

- - Competitive market or product position.

- - Technological advantage (more advanced technology or proven technological
  advantage) over competitors.

In evaluating whether to sell a security, the investment manager considers,
among other factors, whether:

- - The security is overvalued relative to other potential investments.

- - The security has reached the investment manager's price objective.

- - The company has met the investment manager's earnings and/or growth
  expectations.

- - The investment manager identifies a more attractive opportunity.

The Principal Risks section for RiverSource Fundamental Growth Fund will be
revised to add the following risk:

FOREIGN RISK. The following are all components of foreign risk:

Country risk includes the political, economic, and other conditions of the
country. These conditions include lack of publicly available information, less
government oversight (including lack of accounting, auditing, and financial
reporting standards), the possibility of government-imposed restrictions, and
even the nationalization of assets. The liquidity of foreign investments may be
more limited than for most U.S. investments, which means that, at times it may
be difficult to sell foreign securities at desirable prices.

Currency risk results from the constantly changing exchange rate between local
currency and the U.S. dollar. Whenever the Fund holds securities valued in a
foreign currency or holds the currency, changes in the exchange rate add to or
subtract from the value of the investment.

Custody risk refers to the process of clearing and settling trades. It also
covers holding securities with local agents and depositories. Low trading
volumes and volatile prices in less developed markets make trades harder to
complete and settle. Local agents are held only to the standard of care of the
local market. Governments or trade groups may compel local agents to hold
securities in designated depositories that are not subject to independent
evaluation. The less developed a country's securities market is, the greater the
likelihood of problems occurring.

The rest of this section remains unchanged.

- --------------------------------------------------------------------------------
S-6261-1 A (9/07)
* Valid until further notice.


The information following the second paragraph in the Investment Manager section
for RiverSource Fundamental Growth Fund will be revised as follows:

INVESTMENT MANAGER

Portfolio Manager(s). The portfolio manager responsible for the day-to-day
management of the Fund is:

Nick Thakore, Portfolio Manager

- - Managed the Fund since 2007.

- - Joined RiverSource Investments in 2002.

- - Analyst and Portfolio Manager, Fidelity Investments, 1993 to 2002.

- - Began investment career in 1993.

- - MBA,Wharton School, University of Pennsylvania.

The rest of this section remains unchanged.

S-6261-1 A (9/07)


Prospectus


                                                  (RIVERSOURCE INVESTMENTS LOGO)

RIVERSOURCE(R)
FUNDAMENTAL GROWTH FUND

PROSPECTUS JULY 30, 2007
RIVERSOURCE FUNDAMENTAL GROWTH FUND SEEKS TO PROVIDE SHAREHOLDERS WITH LONG-TERM
CAPITAL GROWTH.

Classes A, B, C, I and R4

As with all mutual funds, the Securities and
Exchange Commission has not approved or
disapproved these securities or passed upon the
adequacy of this prospectus.
Any representation to the contrary is a criminal
offense.

You may qualify for sales charge discounts on purchases of Class A
shares. Please notify your financial institution if you have other
accounts holding shares of RiverSource funds to determine whether
you qualify for a sales charge discount. See "Buying and Selling
Shares" for more information.

 NOT FDIC INSURED - MAY LOSE VALUE - NO BANK GUARANTEE


TABLE OF CONTENTS

<Table>
                                                             
THE FUND....................................................      3P
Objective...................................................      3p
Principal Investment Strategies.............................      3p
Principal Risks.............................................      4p
Past Performance............................................      5p
Fees and Expenses...........................................      8p
Other Investment Strategies and Risks.......................     10p
Fund Management and Compensation............................     12p
FINANCIAL HIGHLIGHTS........................................     15P
BUYING AND SELLING SHARES...................................     S.1
Description of Share Classes................................     S.1
   Investment Options -- Classes of Shares .................     S.1
   Sales Charges............................................     S.5
   Opening an Account.......................................    S.10
Exchanging or Selling Shares................................    S.13
   Exchanges................................................    S.15
   Selling Shares...........................................    S.17
VALUING FUND SHARES.........................................    S.17
DISTRIBUTIONS AND TAXES.....................................    S.18
Dividends and Capital Gain Distributions....................    S.19
Reinvestments...............................................    S.19
Taxes.......................................................    S.19
GENERAL INFORMATION.........................................    S.20
</Table>

- --------------------------------------------------------------------------------

2P RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS


THE FUND

OBJECTIVE

RiverSource Fundamental Growth Fund (the Fund) seeks to provide shareholders
with long-term capital growth. Because any investment involves risk, achieving
this objective cannot be guaranteed. Only shareholders can change the Fund's
objective.

PRINCIPAL INVESTMENT STRATEGIES

The Fund's assets are primarily invested in publicly traded U.S. securities. The
Fund will invest mainly in large-cap companies but may invest in companies of
any size or capitalization. The Fund seeks to achieve its investment objective
by investing in a diversified portfolio of equity investments that have
sufficient growth potential for consistent long-term growth. The Fund will
generally select established companies with revenue and profits that are either
stable and predictable or growing at above average rates.

RiverSource Investments, LLC (RiverSource Investments) serves as the investment
manager to the Fund and is responsible for the oversight of the Fund's
subadvisers, Goldman Sachs Asset Management, L.P. (GSAM) and Wellington
Management Company, LLP (Wellington Management) (the Subadvisers), which provide
day-to-day management of the Fund. Each of the Subadvisers acts independently of
the other and uses its own methodology for selecting stocks.

GSAM

GSAM Growth Team's investment philosophy is "wealth is created through the
long-term ownership of a growing business." Throughout the investment process,
the team views each purchase as if it were buying the entire business
enterprise.

GSAM's investment approach is to look at individual companies to find those
companies whose stocks will appreciate as a result of the above average
long-term growth of the underlying business. In selecting stocks, GSAM
identifies potential investments through an extensive research process, focusing
on key characteristics including strong business franchises and an established
brand name, dominant market share, recurring revenue stream and free cash flow.
Other characteristics include pricing power, a long product life cycle and
favorable demographic trends. GSAM research also focuses on the strength of the
company's management team.

The GSAM decision to sell or reduce holdings in a stock depends on many factors,
including, but not limited to, a deterioration in the business fundamentals;
when the price of the stock substantially exceeds what GSAM deems to be the
worth of the business; if a holding grows beyond the weight with which GSAM is
comfortable from a risk perspective; and if a company pursues a strategy that in
GSAM's view does not maximize shareholder value, such as a questionable
acquisition or a lack of discipline with regard to capital allocation.

- --------------------------------------------------------------------------------

                       RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS 3P


If a company continues to operate within GSAM expectations, even if the stock
price has declined significantly, GSAM may continue to hold it if it believes
that the worth of the business does not coincide with the stock price. Decisions
are based on the reward/risk opportunity.

WELLINGTON MANAGEMENT

In selecting investments for the Fund, Wellington Management's Growth Team
invests in the stocks of successful, growing companies. Wellington Management's
investment strategy is based on an assumption that stock prices over time follow
earnings, and companies that can sustain above average growth in earnings will
outperform the growth indices and, long term, the market overall. However,
markets often overreact to near term events and extrapolate recent experience
into the current stock price. In this context, Wellington Management performs
in-depth fundamental research in order to differentiate sustainable growth from
short-lived events. This fundamental research is then combined with a rigorous
price discipline. Using a proprietary valuation measure in each industry,
Wellington Management ranks each stock based on its upside return potential and
the team's conviction in its estimates. Wellington Management typically
purchases companies that rank in the top third based on this measure and sells
the stocks when they fall below median. Wellington Management may also sell
securities for a variety of reasons, such as to secure gains, limit losses, or
redeploy assets into opportunities believed to be more promising. Wellington
Management may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

PRINCIPAL RISKS

Please remember that with any mutual fund investment you may lose money.
Principal risks associated with an investment in the Fund include:

ACTIVE MANAGEMENT RISK. The Fund is actively managed and its performance
therefore will reflect in part the ability of the portfolio managers to select
securities and to make investment decisions that are suited to achieving the
Fund's investment objectives. Due to its active management, the Fund could
underperform other mutual funds with similar investment objectives.

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its
stocks and bonds may decline. Poor performance may be caused by poor management
decisions, competitive pressures, breakthroughs in technology, reliance on
suppliers, labor problems or shortages, corporate restructurings, fraudulent
disclosures or other factors.

- --------------------------------------------------------------------------------

4P RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS


MARKET RISK. The market value of securities may fall or fail to rise. Market
risk may affect a single issuer, sector of the economy, industry, or the market
as a whole. The market value of securities may fluctuate, sometimes rapidly and
unpredictably. This risk is generally greater for small and mid-sized companies,
which tend to be more vulnerable to adverse developments. In addition, focus on
a particular style, for example, investment in growth or value securities, may
cause the Fund to underperform other mutual funds if that style falls out of
favor with the market.

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of
investing in the Fund by showing, respectively:

- - how the Fund's performance has varied for each full calendar year shown on the
  bar chart; and

- - how the Fund's average annual total returns compare to recognized indexes
  shown on the table.

Both the bar chart and the table assume that all distributions have been
reinvested. The performance of different classes varies because of differences
in sales charges and other fees and expenses. How the Fund has performed in the
past (before and after taxes) does not indicate how the Fund will perform in the
future. Performance reflects any fee waivers/expense caps in effect for the
periods reported. In the absence of such fee waivers/expense caps, performance
would have been lower. See "Fees and Expenses" for any current fee
waivers/expense caps.

Bar Chart. Class A share information is shown in the bar chart; the sales charge
for Class A shares is not reflected in the bar chart.

Table. The table shows total returns from hypothetical investments in Class A,
Class B, Class C, Class I and Class R4 shares of the Fund. These returns are
compared to the indexes shown for the same periods. For purposes of the
performance calculation in the table we assumed:

- - the maximum sales charge for Class A shares;

- - sales at the end of the period and deduction of the applicable contingent
  deferred sales charge (CDSC) for Class B and Class C shares;

- - no sales charge for Class I and Class R4 shares; and

- - with the exception of Class A shares, no adjustments for taxes paid by an
  investor on the reinvested income and capital gains.

- --------------------------------------------------------------------------------

                       RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS 5P


AFTER-TAX RETURNS

After-tax returns are shown only for Class A shares. After-tax returns for the
other classes will vary. After-tax returns are calculated using the highest
historical individual federal marginal income tax rate and do not reflect the
impact of state and local taxes. Actual after-tax returns will depend on your
tax situation and most likely will differ from the returns shown in the table.
If you hold your shares in a tax-deferred account, such as a 401(k) plan or an
IRA, the after-tax returns do not apply to you since you will not incur taxes
until you begin to withdraw from your account.

The return after taxes on distributions for a period may be the same as the
return before taxes for the same period if there were no distributions or if the
distributions were small. The return after taxes on distributions and sale of
Fund shares for a period may be greater than the return before taxes for the
same period if there was a tax loss realized on sale of Fund shares. The benefit
of the tax loss (since it can be used to offset other gains) may result in a
higher return.

- --------------------------------------------------------------------------------
                           CLASS A SHARE PERFORMANCE
                           (BASED ON CALENDAR YEARS)

                                  (BAR CHART)

<Table>
                                                                                      
                                                                                           +1.54%     +2.98%     +5.99%
                                                                                            2004       2005       2006
</Table>

During the periods shown in the bar chart, the highest return for a calendar
quarter was +10.28% (quarter ended Dec. 31, 2004) and the lowest return for a
calendar quarter was -6.51% (quarter ended Sept. 30, 2004).

The 5.75% sales charge applicable to Class A shares of the Fund is not reflected
in the bar chart; if reflected, returns would be lower than those shown. The
performance of other classes may vary from that shown because of differences in
expenses.

The Fund's Class A year-to-date return at June 30, 2007 was +7.97%.

- --------------------------------------------------------------------------------

6P RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS


AVERAGE ANNUAL TOTAL RETURNS (FOR PERIODS ENDED DEC. 31, 2006)

<Table>
<Caption>
                                                            SINCE
                                                          INCEPTION      SINCE
                                                         (CLASSES A,   INCEPTION
                                                1 YEAR   B, C & R4)    (CLASS I)
                                                              
 RiverSource Fundamental Growth Fund:
   Class A
      Return before taxes                       -0.11%      +5.96%(a)     N/A
      Return after taxes on distributions       -0.61%      +5.57%(a)     N/A
      Return after taxes on distributions and
      sale of fund shares                       +0.12%      +4.92%(a)     N/A
   Class B
      Return before taxes                       +0.12%      +6.13%(a)     N/A
   Class C
      Return before taxes                       +4.28%      +6.86%(a)     N/A
   Class I
      Return before taxes                       +6.42%        N/A       +3.15%(b)
   Class R4(*)
      Return before taxes                       +6.11%      +7.90%(a)     N/A
 Russell 1000(R) Growth Index
 (reflects no deduction for fees, expenses or
 taxes)                                         +9.07%     +11.50%(c)   +6.28%(d)
 Lipper Large-Cap Growth Funds Index            +4.72%     +10.76%(c)   +6.10%(d)
</Table>

* Effective Dec. 11, 2006 Class Y was renamed Class R4.
(a)  Inception date is April 24, 2003.
(b)  Inception date is March 4, 2004.
(c)  Measurement period started May 1, 2003.
(d)  Measurement period started March 1, 2004.

The Russell 1000 Growth Index, an unmanaged index, measures the performance of
those stocks in the Russell 1000 Index with higher price-to-book ratios and
higher forecasted growth values. The index reflects reinvestment of all
distributions and changes in market prices.

The Lipper Large-Cap Growth Funds Index includes the 30 largest large-cap growth
funds tracked by Lipper Inc. The index's returns include net reinvested
dividends. The Fund's performance is currently measured against this index for
purposes of determining the performance incentive adjustment. See "Fund
Management and Compensation" for more information.

- --------------------------------------------------------------------------------

                       RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS 7P


FEES AND EXPENSES

Fund investors pay various expenses. The table below describes the fees and
expenses that you may pay if you buy and hold shares of the Fund. Expenses are
based on the Fund's most recent fiscal year, adjusted to reflect current fees.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<Table>
<Caption>


                                                                                CLASS I
                                               CLASS A    CLASS B    CLASS C    CLASS R4(b)
                                                                    
 Maximum sales charge (load) imposed on
 purchases
 (as a percentage of offering price)            5.75%(a)   None       None          None
 Maximum deferred sales charge (load)
 imposed on sales
 (as a percentage of offering price at time
 of purchase)                                    None        5%         1%          None
</Table>

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

<Table>
<Caption>
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS:
                                                             CLASS A    CLASS B    CLASS C
                                                                          
 Management fees(c)                                           0.78%      0.78%      0.78%
 Distribution (12b-1) fees                                    0.25%      1.00%      1.00%
 Other expenses(d)                                            0.38%      0.39%      0.38%
 Total annual fund operating expenses(e)                      1.41%      2.17%      2.16%
</Table>



<Table>
<Caption>
                                                                CLASS I    CLASS R4(b)
                                                                     
 Management fees(c)                                              0.78%        0.78%
 Distribution (12b-1) fees                                       0.00%        0.00%
 Other expenses(d)                                               0.13%        0.44%
 Total annual fund operating expenses(e)                         0.91%        1.22%
</Table>

(a)  This charge may be reduced depending on the value of your total investments
     in RiverSource Funds. See "Sales Charges."
(b)  Effective Dec. 11, 2006, the following changes were implemented: renaming
     Class Y as Class R4, terminating the shareholder servicing agreement,
     revising the fee structure under the transfer agent agreement from
     account-based to asset-based, and adopting a plan administration services
     agreement.
(c)  Includes the impact of a performance incentive adjustment fee that
     increased the management fee by 0.001% for the most recent fiscal year. The
     index against which the Fund's performance is measured for purposes of
     determining the performance incentive adjustment is the Lipper Large-Cap
     Growth Funds Index. See "Fund Management and Compensation" for more
     information.
(d)  Other expenses include an administrative services fee, a transfer agency
     fee, a custody fee, other nonadvisory expenses and, for Class R4, a plan
     administration services fee. Other expenses may also include fees and
     expenses of affiliated and unaffiliated funds (acquired funds) which the
     Fund indirectly bears when it invests in the acquired funds. Because
     acquired funds will have varied expense and fee levels and the Fund may own
     different proportions of acquired funds at different times, the amount of
     fees and expenses incurred by the Fund with respect to such investments
     will vary.
(e)  The investment manager and its affiliates have contractually agreed to
     waive certain fees and to absorb certain expenses until May 31, 2008,
     unless sooner terminated at the discretion of the Fund's Board. Any amounts
     waived will not be reimbursed by the Fund. Under this agreement, net fund
     expenses (excluding fees and expenses of acquired funds), before giving
     effect to any performance incentive adjustment, will not exceed 1.42% for
     Class A, 2.18% for Class B, 2.18% for Class C, 0.99% for Class I and 1.29%
     for Class R4.

- --------------------------------------------------------------------------------

8P RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS


EXAMPLES

These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

These examples assume that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. These
examples also assume that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

<Table>
<Caption>
                                             1 YEAR      3 YEARS      5 YEARS      10 YEARS
                                                                       
 Class A(a)                                   $710       $  996       $1,303        $2,173
 Class B                                      $720(b)    $1,079(b)    $1,365(b)     $2,315(c)
 Class C                                      $319(b)    $  676       $1,160        $2,498
 Class I                                      $ 93       $  290       $  505        $1,124
 Class R4                                     $124       $  387       $  671        $1,482
</Table>

(a)  Includes a 5.75% sales charge.
(b)  Includes the applicable CDSC.
(c)  Based on conversion of Class B shares to Class A shares in the ninth year
     of ownership.

You would pay the following expenses if you did not redeem your shares:

<Table>
<Caption>
                                             1 YEAR      3 YEARS      5 YEARS      10 YEARS
                                                                       
 Class A(a)                                   $710       $  996       $1,303        $2,173
 Class B                                      $220       $  679       $1,165        $2,315(b)
 Class C                                      $219       $  676       $1,160        $2,498
 Class I                                      $ 93       $  290       $  505        $1,124
 Class R4                                     $124       $  387       $  671        $1,482
</Table>

(a)  Includes a 5.75% sales charge.
(b)  Based on conversion of Class B shares to Class A shares in the ninth year
     of ownership.

- --------------------------------------------------------------------------------

                       RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS 9P


OTHER INVESTMENT STRATEGIES AND RISKS

Other Investment Strategies. In addition to the principal investment strategies
previously described, the Fund may utilize investment strategies that are not
principal investment strategies, including investment in affiliated and
non-affiliated pooled investment vehicles (including mutual funds and exchange
traded funds (ETFs), also referred to as "acquired funds") ownership of which
results in the Fund bearing its proportionate share of the acquired funds' fees
and expenses. Although ETFs are designed to replicate the price and yield of a
specified market index, there is no guarantee that an ETF will track its
specified market index, which may result in a loss. Additionally, the Fund may
use derivatives such as futures, options, forward contracts, and swaps (which
are financial instruments that have a value which depends upon, or is derived
from, the value of something else, such as one or more underlying securities,
pools of securities, indexes or currencies). These derivative instruments are
used to produce incremental earnings, to hedge existing positions, to increase
or reduce market or credit exposure, or to increase flexibility. Derivative
instruments will typically increase the Fund's exposure to the principal risks
to which it is otherwise exposed, and may expose the Fund to additional risks,
including counterparty credit risk, leverage risk, hedging risk, correlation
risk and liquidity risk. Counterparty credit risk is the risk that a
counterparty to the derivative instrument becomes bankrupt or otherwise fails to
perform its obligations due to financial difficulties, and the Fund may obtain
no recovery of its investment or may only obtain a limited recovery, and any
recovery may be delayed. Hedging risk is the risk that derivative instruments
used to hedge against an opposite position, may offset losses, but they may also
offset gains. Correlation risk is related to hedging risk and is the risk that
there may be an incomplete correlation between the hedge and the opposite
position, which may result in increased or unanticipated losses. Liquidity risk
is the risk that the derivative instrument may be difficult or impossible to
sell or terminate, which may cause the Fund to be in a position to do something
the investment manager or subadviser would not otherwise choose, including,
accepting a lower price for the derivative instrument, selling other
investments, or foregoing another, more appealing investment opportunity.
Leverage risk is the risk that losses from the derivative instrument may be
greater than the amount invested in the derivative instrument. In addition, a
relatively small price movement in the underlying security, currency or index
may result in a substantial gain or loss for the Fund using derivatives and
certain derivatives have the potential for unlimited losses, regardless of the
size of the initial investment. Even though the Fund's policies permit the use
of derivatives in this manner, the portfolio managers are not required to use
derivatives. For more information on strategies and holdings, and the risks of
such strategies, including derivative instruments that the Fund may use, see the
Fund's Statement of Additional Information (SAI) and its annual and semiannual
reports.

- --------------------------------------------------------------------------------

10P RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS


Unusual Market Conditions. During unusual market conditions, the Fund may
temporarily invest more of its assets in money market securities than during
normal market conditions. Although investing in these securities would serve
primarily to attempt to avoid losses, this type of investing also could prevent
the Fund from achieving its investment objective. During these times, the
portfolio managers may make frequent securities trades that could result in
increased fees, expenses and taxes, and decreased performance. Instead of
investing in money market securities directly, the Fund may invest in shares of
an affiliated money market fund. See "Cash Reserves" for more information.

Change in Subadviser(s). From time to time, the investment manager may add or
change unaffiliated subadvisers. See "Additional Management Information, Manager
of Managers Exemption." The date the current Subadviser(s) began serving the
Fund is set forth in this section under the background of the firm. Performance
of the Fund prior to the date the current Subadviser(s) began serving was
achieved by different subadviser(s). Similarly, the portfolio turnover rate
shown in the "Financial Highlights" applies to the subadviser(s) serving during
the relevant time-period. A change in subadviser(s) may result in increased
portfolio turnover, as noted under "Portfolio Turnover."

Securities Transaction Commissions. Securities transactions involve the payment
by the Fund of brokerage commissions to broker-dealers, on occasion as
compensation for research or brokerage services (commonly referred to as "soft
dollars"), as the portfolio managers buy and sell securities for the Fund in
pursuit of its objective. A description of the policies governing the Fund's
securities transactions and the dollar value of brokerage commissions paid by
the Fund are set forth in the SAI. The brokerage commissions set forth in the
SAI do not include implied commissions or mark-ups (implied commissions) paid by
the Fund for principal transactions (transactions made directly with a dealer or
other counterparty), including most fixed income securities (and certain other
instruments, including derivatives). Brokerage commissions do not reflect other
elements of transaction costs, including the extent to which the Fund's purchase
and sale transactions may cause the market to move and change the market price
for an investment.

Although brokerage commissions and implied commissions are not reflected in the
expense table under "Fees and Expenses," they are reflected in the total return
of the Fund.

- --------------------------------------------------------------------------------

                      RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS 11P


Portfolio Turnover. Trading of securities may produce capital gains, which are
taxable to shareholders when distributed. Active trading may also increase the
amount of brokerage commissions paid or mark-ups to broker-dealers that the Fund
pays when it buys and sells securities. For subadvised funds, a change in a
subadviser may result in increased portfolio turnover, which increase may be
substantial, as the new subadviser realigns the portfolio, or if the
subadviser(s) trades portfolio securities more frequently. A realignment or more
active strategy could produce higher than expected capital gains. Capital gains
and increased brokerage commissions or mark-ups paid to broker-dealers may
adversely affect a fund's performance. The Fund's historical portfolio turnover
rate, which measures how frequently the Fund buys and sells investments from
year-to-year, is shown in the "Financial Highlights."

Directed Brokerage. The Fund's Board of Directors (Board) has adopted a policy
prohibiting the investment manager, or any subadviser, from considering sales of
shares of the Fund as a factor in the selection of broker-dealers through which
to execute securities transactions.

Additional information regarding securities transactions can be found in the
SAI.

FUND MANAGEMENT AND COMPENSATION

INVESTMENT MANAGER

RiverSource Investments, LLC (the investment manager or RiverSource
Investments), 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474, is
the investment manager to the RiverSource funds, and is a wholly-owned
subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial). Ameriprise
Financial is a financial planning and financial services company that has been
offering solutions for clients' asset accumulation, income management and
protection needs for more than 110 years. In addition to managing investments
for all of the RiverSource funds, RiverSource Investments manages investments
for itself and its affiliates. For institutional clients, RiverSource
Investments and its affiliates provide investment management and related
services, such as separate account asset management, and institutional trust and
custody, as well as other investment products. For all of its clients,
RiverSource Investments seeks to allocate investment opportunities in an
equitable manner over time. See the SAI for more information.

- --------------------------------------------------------------------------------

12P RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS


The Fund pays RiverSource Investments a fee for managing its assets. Under the
Investment Management Services Agreement (Agreement), the fee for the most
recent fiscal year was 0.78% of the Fund's average daily net assets, including
an adjustment under the terms of a performance incentive arrangement. The
adjustment is computed by comparing the Fund's performance to the performance of
an index of comparable funds published by Lipper Inc. The index against which
the Fund's performance is currently measured for purposes of the performance
incentive adjustment is the Lipper Large-Cap Growth Funds Index. In certain
circumstances, the Fund's Board may approve a change in the index. The maximum
adjustment (increase or decrease) is 0.12% of the Fund's average net assets on
an annual basis. Under the Agreement, the Fund also pays taxes, brokerage
commissions, and nonadvisory expenses. A discussion regarding the basis for the
Board approving the Agreement is available in the Fund's most recent annual or
semiannual shareholder report.

RiverSource Investments selects, contracts with and compensates the Subadvisers
to manage the investment of the Fund's assets. RiverSource Investments monitors
the compliance of the Subadvisers with the investment objectives and related
policies of the Fund, reviews the performance of the Subadvisers, and reports
periodically to the Board. RiverSource Investments, subject to Board approval,
decides the proportion of the Fund's assets to be managed by each Subadviser and
may change these proportions at any time.

The Subadvisers manage a portion of the Fund's assets based upon their
respective experience in managing funds with investment goals and strategies
substantially similar to those of the Fund.

GSAM

GSAM, an affiliate of Goldman, Sachs & Co., which has served as subadviser to
the Fund since April 2003, is located at 32 Old Slip, New York, New York. GSAM,
subject to the supervision of RiverSource Investments, provides day-to-day
management of a portion of the Fund's portfolio, as well as investment research
and statistical information under a Subadvisory Agreement with RiverSource
Investments. The portfolio managers on the Growth team responsible for the
day-to-day management of the portion of the Fund allocated to GSAM are:

- - Steven M. Barry, Managing Director, Chief Investment Officer and Senior
  Portfolio Manager. Mr. Barry joined GSAM as a portfolio manager in 1999. From
  1988 to 1999, he was a portfolio manager at Alliance Capital Management.

- - David G. Shell, CFA, Managing Director, Chief Investment Officer and Senior
  Portfolio Manager. Mr. Shell joined GSAM as a portfolio manager in 1997. From
  1987 to 1997, he was a portfolio manager at Liberty and its predecessor firm,
  Eagle.

- --------------------------------------------------------------------------------

                      RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS 13P


- - Gregory H. Ekizian, CFA, Managing Director, Chief Investment Officer and
  Senior Portfolio Manager. Mr. Ekizian joined GSAM as a portfolio manager in
  1997. From 1990 to 1997, he was a portfolio manager at Liberty and its
  predecessor firm, Eagle.

GSAM investment professionals are organized into investment management teams,
with a particular team dedicated to each specific asset class. The Growth team
has a 25-year consistent investment style applied through diverse and complete
market cycles and a portfolio management and analytical team with combined
investment experience of more than 270 years.

WELLINGTON MANAGEMENT

Wellington Management, which has served as subadviser to the Fund since April
2005, is located at 75 State Street, Boston, Massachusetts. Wellington
Management, subject to the supervision of RiverSource Investments, provides day-
to-day management of a portion of the Fund's portfolio, as well as investment
research and statistical information under a Subadvisory Agreement with
RiverSource Investments. The portfolio manager responsible for the day-to-day
management of the portion of the Fund allocated to Wellington Management is:

- - Andrew J. Shilling, CFA, Senior Vice President and Equity Portfolio Manager of
  Wellington Management. Mr. Shilling has served as sole portfolio manager for
  the Fund since June 2007 and prior to that has been involved in portfolio
  management and securities analysis for the Fund since April 2005. Mr. Shilling
  joined Wellington Management as an investment professional in 1994.

The SAI provides additional information about portfolio manager compensation,
management of other accounts and ownership of shares in the Fund.

- --------------------------------------------------------------------------------

14P RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS


FINANCIAL HIGHLIGHTS

THE FINANCIAL HIGHLIGHTS TABLES ARE INTENDED TO HELP YOU UNDERSTAND THE FUND'S
FINANCIAL PERFORMANCE. CERTAIN INFORMATION REFLECTS FINANCIAL RESULTS FOR A
SINGLE FUND SHARE. THE TOTAL RETURNS IN THE TABLES REPRESENT THE RATE THAT AN
INVESTOR WOULD HAVE EARNED OR LOST ON AN INVESTMENT IN THE FUND (ASSUMING
REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS). THIS INFORMATION HAS BEEN
AUDITED BY KPMG LLP, WHOSE REPORT, ALONG WITH THE FUND'S FINANCIAL STATEMENTS,
IS INCLUDED IN THE ANNUAL REPORT WHICH, IF NOT INCLUDED WITH THIS PROSPECTUS, IS
AVAILABLE UPON REQUEST.

CLASS A

<Table>
<Caption>
PER SHARE INCOME AND CAPITAL CHANGES(a)
FISCAL PERIOD ENDED MAY 31,             2007              2006           2005           2004        2003(B)
                                                                                   
Net asset value, beginning of period      $6.09          $5.79          $5.79          $5.36          $5.11
- -----------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)               (.01)          (.01)          (.01)          (.02)            --
Net gains (losses) (both realized and
 unrealized)                               1.05            .32            .04            .57            .25
- -----------------------------------------------------------------------------------------------------------
Total from investment operations           1.04            .31            .03            .55            .25
- -----------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Distributions from realized gains          (.13)          (.01)          (.03)          (.12)            --
- -----------------------------------------------------------------------------------------------------------
Net asset value, end of period            $7.00          $6.09          $5.79          $5.79          $5.36
- -----------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in
 millions)                                  $19            $20            $18            $12             $5
- -----------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily
 net assets(c),(d)                        1.41%          1.38%(e)       1.50%(e)       1.40%(e)       1.20%(e),(f)
- -----------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
 to average daily net assets              (.42%)         (.38%)         (.18%)         (.48%)          .16%(f)
- -----------------------------------------------------------------------------------------------------------
Portfolio turnover rate
 (excluding short-term securities)          85%            62%           122%            66%            10%
- -----------------------------------------------------------------------------------------------------------
Total return(g)                          17.25%          5.33%           .52%         10.32%          4.89%(h)
- -----------------------------------------------------------------------------------------------------------
</Table>


(a)  For a share outstanding throughout the period. Rounded to the nearest cent.
(b)  For the period from April 24, 2003 (when shares became publicly available)
     to May 31, 2003.
(c)  Expense ratio is based on total expenses of the Fund before reduction of
     earnings and bank fee credits on cash balances. Includes the impact of a
     performance incentive adjustment fee, if any.
(d)  In addition to the fees and expenses which the Fund bears directly, the
     Fund indirectly bears a pro rata share of the fees and expenses of the
     acquired funds in which it invests. Such indirect expenses are not included
     in the above reported expense ratios.
(e)  The Investment Manager and its affiliates waived/reimbursed the Fund for
     certain expenses. Had they not done so, the annual ratios of expenses for
     Class A would have been 1.42%, 1.56%, 3.06% and 23.71% for the periods
     ended May 31, 2006, 2005, 2004 and 2003, respectively.
(f)  Adjusted to an annual basis.
(g)  Total return does not reflect payment of a sales charge.
(h)  Not annualized.

- --------------------------------------------------------------------------------

                      RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS 15P


CLASS B

<Table>
<Caption>
PER SHARE INCOME AND CAPITAL CHANGES(a)
FISCAL PERIOD ENDED MAY 31,             2007              2006           2005           2004        2003(B)
                                                                                   
Net asset value, beginning of period      $5.94          $5.69          $5.74          $5.35          $5.11
- -----------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)               (.05)          (.03)          (.04)          (.03)          (.01)
Net gains (losses) (both realized and
 unrealized)                               1.01            .29            .02            .54            .25
- -----------------------------------------------------------------------------------------------------------
Total from investment operations            .96            .26           (.02)           .51            .24
- -----------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Distributions from realized gains          (.13)          (.01)          (.03)          (.12)            --
- -----------------------------------------------------------------------------------------------------------
Net asset value, end of period            $6.77          $5.94          $5.69          $5.74          $5.35
- -----------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in
 millions)                                   $6             $7             $7             $4            $--
- -----------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily
 net assets(c),(d)                        2.17%          2.15%(e)       2.27%(e)       2.17%(e)       1.89%(e),(f)
- -----------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
 to average daily net assets             (1.18%)        (1.15%)         (.97%)        (1.25%)         (.78%)(f)
- -----------------------------------------------------------------------------------------------------------
Portfolio turnover rate
 (excluding short-term securities)          85%            62%           122%            66%            10%
- -----------------------------------------------------------------------------------------------------------
Total return(g)                          16.34%          4.54%          (.34%)         9.57%          4.70%(h)
- -----------------------------------------------------------------------------------------------------------
</Table>


(a)  For a share outstanding throughout the period. Rounded to the nearest cent.
(b)  For the period from April 24, 2003 (when shares became publicly available)
     to May 31, 2003.
(c)  Expense ratio is based on total expenses of the Fund before reduction of
     earnings and bank fee credits on cash balances. Includes the impact of a
     performance incentive adjustment fee, if any.
(d)  In addition to the fees and expenses which the Fund bears directly, the
     Fund indirectly bears a pro rata share of the fees and expenses of the
     acquired funds in which it invests. Such indirect expenses are not included
     in the above reported expense ratios.
(e)  The Investment Manager and its affiliates waived/reimbursed the Fund for
     certain expenses. Had they not done so, the annual ratios of expenses for
     Class B would have been 2.18%, 2.34%, 3.83% and 24.48% for the periods
     ended May 31, 2006, 2005, 2004 and 2003, respectively.
(f)  Adjusted to an annual basis.
(g)  Total return does not reflect payment of a sales charge.
(h)  Not annualized.

- --------------------------------------------------------------------------------

16P RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS


CLASS C

<Table>
<Caption>
PER SHARE INCOME AND CAPITAL CHANGES(a)
FISCAL PERIOD ENDED MAY 31,             2007              2006           2005           2004        2003(B)
                                                                                   
Net asset value, beginning of period      $5.94          $5.69          $5.75          $5.35          $5.11
- -----------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)               (.05)          (.03)          (.05)          (.03)          (.01)
Net gains (losses) (both realized and
 unrealized)                               1.02            .29            .02            .55            .25
- -----------------------------------------------------------------------------------------------------------
Total from investment operations            .97            .26           (.03)           .52            .24
- -----------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Distributions from realized gains          (.13)          (.01)          (.03)          (.12)            --
- -----------------------------------------------------------------------------------------------------------
Net asset value, end of period            $6.78          $5.94          $5.69          $5.75          $5.35
- -----------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in
 millions)                                   $1             $1            $--            $--            $--
- -----------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily
 net assets(c),(d)                        2.16%          2.14%(e)       2.27%(e)       2.18%(e)       1.86%(e),(f)
- -----------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
 to average daily net assets             (1.17%)        (1.14%)         (.94%)        (1.27%)         (.53%)(f)
- -----------------------------------------------------------------------------------------------------------
Portfolio turnover rate
 (excluding short-term securities)          85%            62%           122%            66%            10%
- -----------------------------------------------------------------------------------------------------------
Total return(g)                          16.50%          4.54%          (.52%)         9.75%          4.70%(h)
- -----------------------------------------------------------------------------------------------------------
</Table>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.
(b)  For the period from April 24, 2003 (when shares became publicly available)
     to May 31, 2003.
(c)  Expense ratio is based on total expenses of the Fund before reduction of
     earnings and bank fee credits on cash balances. Includes the impact of a
     performance incentive adjustment fee, if any.
(d)  In addition to the fees and expenses which the Fund bears directly, the
     Fund indirectly bears a pro rata share of the fees and expenses of the
     acquired funds in which it invests. Such indirect expenses are not included
     in the above reported expense ratios.
(e)  The Investment Manager and its affiliates waived/reimbursed the Fund for
     certain expenses. Had they not done so, the annual ratios of expenses for
     Class C would have been 2.18%, 2.35%, 3.83% and 24.49% for the periods
     ended May 31, 2006, 2005, 2004 and 2003, respectively.
(f)  Adjusted to an annual basis.
(g)  Total return does not reflect payment of a sales charge.
(h)  Not annualized.

- --------------------------------------------------------------------------------

                      RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS 17P


CLASS I

<Table>
<Caption>
PER SHARE INCOME AND CAPITAL CHANGES(a)
FISCAL PERIOD ENDED MAY 31,             2007              2006           2005        2004(B)
                                                                                   
Net asset value, beginning of period      $6.14          $5.82          $5.80          $6.10
- -----------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)                 --             --            .01           (.01)
Net gains (losses) (both realized and
 unrealized)                               1.09            .33            .04           (.29)
- -----------------------------------------------------------------------------------------------------------
Total from investment operations           1.09            .33            .05           (.30)
- -----------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Distributions from realized gains          (.13)          (.01)          (.03)            --
- -----------------------------------------------------------------------------------------------------------
Net asset value, end of period            $7.10          $6.14          $5.82          $5.80
- -----------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in
 millions)                                 $212           $137            $63             $8
- -----------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily
 net assets(c),(d)                         .91%           .93%          1.11%          1.03%(e),(f)
- -----------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
 to average daily net assets               .08%           .07%           .22%           .03%(f)
- -----------------------------------------------------------------------------------------------------------
Portfolio turnover rate
 (excluding short-term securities)          85%            62%           122%            66%
- -----------------------------------------------------------------------------------------------------------
Total return(g)                          17.93%          5.75%           .88%         (4.91%)(h)
- -----------------------------------------------------------------------------------------------------------
</Table>

(a)  For a share outstanding throughout the period. Rounded to the nearest cent.
(b)  For the period from March 4, 2004 (inception date) to May 31, 2004.
(c)  Expense ratio is based on total expenses of the Fund before reduction of
     earnings and bank fee credits on cash balances. Includes the impact of a
     performance incentive adjustment fee, if any.
(d)  In addition to the fees and expenses which the Fund bears directly, the
     Fund indirectly bears a pro rata share of the fees and expenses of the
     acquired funds in which it invests. Such indirect expenses are not included
     in the above reported expense ratios.
(e)  The Investment Manager and its affiliates waived/reimbursed the Fund for
     certain expenses. Had they not done so, the annual ratio of expenses for
     Class I would have been 1.58% for the period ended May 31, 2004.
(f)  Adjusted to an annual basis.
(g)  Total return does not reflect payment of a sales charge.
(h)  Not annualized.

- --------------------------------------------------------------------------------

18P RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS


CLASS R4*

<Table>
<Caption>
PER SHARE INCOME AND CAPITAL CHANGES(a)
FISCAL PERIOD ENDED MAY 31,             2007              2006           2005           2004        2003(B)
                                                                                   
Net asset value, beginning of period      $6.13          $5.82          $5.81          $5.36          $5.11
- -----------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)               (.01)          (.01)           .01           (.01)            --
Net gains (losses) (both realized and
 unrealized)                               1.07            .33            .03            .58            .25
- -----------------------------------------------------------------------------------------------------------
Total from investment operations           1.06            .32            .04            .57            .25
- -----------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Distributions from realized gains          (.13)          (.01)          (.03)          (.12)            --
- -----------------------------------------------------------------------------------------------------------
Net asset value, end of period            $7.06          $6.13          $5.82          $5.81          $5.36
- -----------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in
 millions)                                  $--            $--            $--            $--            $--
- -----------------------------------------------------------------------------------------------------------
Ratio of expenses to average daily
 net assets(c),(d)                        1.22%          1.20%(e)       1.31%(e)       1.22%(e)       1.07%(e),(f)
- -----------------------------------------------------------------------------------------------------------
Ratio of net investment income (loss)
 to average daily net assets              (.21%)         (.20%)          .09%          (.33%)          .31%(f)
- -----------------------------------------------------------------------------------------------------------
Portfolio turnover rate
 (excluding short-term securities)          85%            62%           122%            66%            10%
- -----------------------------------------------------------------------------------------------------------
Total return(g)                          17.47%          5.47%           .70%         10.72%          4.89%(h)
- -----------------------------------------------------------------------------------------------------------
</Table>

 *   Effective Dec. 11, 2006, Class Y was renamed Class R4.
(a)  For a share outstanding throughout the period. Rounded to the nearest cent.
(b)  For the period from April 24, 2003 (when shares became publicly available)
     to May 31, 2003.
(c)  Expense ratio is based on total expenses of the Fund before reduction of
     earnings and bank fee credits on cash balances. Includes the impact of a
     performance incentive adjustment fee, if any.
(d)  In addition to the fees and expenses which the Fund bears directly, the
     Fund indirectly bears a pro rata share of the fees and expenses of the
     acquired funds in which it invests. Such indirect expenses are not included
     in the above reported expense ratios.
(e)  The Investment Manager and its affiliates waived/reimbursed the Fund for
     certain expenses. Had they not done so, the annual ratios of expenses for
     Class R4 would have been 1.23%, 1.39%, 2.87% and 23.53% for the periods
     ended May 31, 2006, 2005, 2004 and 2003, respectively.
(f)  Adjusted to an annual basis.
(g)  Total return does not reflect payment of a sales charge.
(h)  Not annualized.

- --------------------------------------------------------------------------------

                      RIVERSOURCE FUNDAMENTAL GROWTH FUND -- 2007 PROSPECTUS 19P


BUYING AND SELLING SHARES

The RiverSource funds are available through broker-dealers, certain 401(k) or
other qualified and nonqualified plans, banks, or other financial intermediaries
or institutions (financial institutions). THESE FINANCIAL INSTITUTIONS MAY
CHARGE YOU ADDITIONAL FEES FOR THE SERVICES THEY PROVIDE AND THEY MAY HAVE
DIFFERENT POLICIES NOT DESCRIBED IN THIS PROSPECTUS. Some policy differences may
include different minimum investment amounts, exchange privileges, fund choices
and cutoff times for investments. Additionally, recordkeeping, transaction
processing and payments of distributions relating to your account may be
performed by the financial institutions through which shares are held. Since the
fund may not have a record of your transactions, you should always contact the
financial institution through which you purchased the fund to make changes to or
give instructions concerning your account or to obtain information about your
account. The fund, the distributor and the transfer agent are not responsible
for the failure of one of these financial institutions to carry out its
obligations to its customers.

DESCRIPTION OF SHARE CLASSES

INVESTMENT OPTIONS -- CLASSES OF SHARES

The RiverSource funds offer different classes of shares. There are differences
among the fees and expenses for each class. See the "Fees and Expenses" table
for more information. Not everyone is eligible to buy every class. After
determining which classes you are eligible to buy, decide which class best suits
your needs. Your financial institution can help you with this decision. The
following table shows the key features of each class. (The cover of this
prospectus indicates which classes are currently offered for this Fund.)

INVESTMENT OPTIONS SUMMARY

See the "Fees and Expenses" table to determine which classes are offered by this
fund.

<Table>
<Caption>
                                                  CONTINGENT                                   PLAN
                               INITIAL            DEFERRED SALES             DISTRIBUTION AND  ADMINISTRATION
           AVAILABILITY        SALES CHARGE       CHARGE (CDSC)              SERVICE FEE(A)    FEE
- -------------------------------------------------------------------------------------------------------------
                                                                                
Class A    Available to        Yes. Payable at    No.                        Yes.              No.
           all investors.      time of purchase.                             0.25%
                               Lower sales
                               charge for larger
                               investments.
- -------------------------------------------------------------------------------------------------------------
Class      Available to        No. Entire         Maximum 5% CDSC during     Yes.              No.
  B(b)     all investors.      purchase price is  the first year decreasing  1.00%
                               invested in        to 0% after six years.
                               shares of the
                               fund.
- -------------------------------------------------------------------------------------------------------------
</Table>

- --------------------------------------------------------------------------------

S.1                                                                     S-6400-4


<Table>
<Caption>
INVESTMENT OPTIONS SUMMARY (CONTINUED)
                                                  CONTINGENT                                   PLAN
                               INITIAL            DEFERRED SALES             DISTRIBUTION AND  ADMINISTRATION
           AVAILABILITY        SALES CHARGE       CHARGE (CDSC)              SERVICE FEE(A)    FEE
- -------------------------------------------------------------------------------------------------------------
                                                                                
Class C    Available to        No. Entire         1% CDSC may apply if you   Yes.              No.
           all investors.      purchase price is  sell shares within one     1.00%
                               invested in        year after purchase.
                               shares of the
                               fund.
- -------------------------------------------------------------------------------------------------------------
Class I    Limited to          No.                No.                        No.               No.
           qualifying
           institutional
           investors.
- -------------------------------------------------------------------------------------------------------------
Class R2   Limited to          No.                No.                        Yes.              Yes.
           qualifying                                                        0.50%             0.25%
           institutional
           investors.
- -------------------------------------------------------------------------------------------------------------
Class R3   Limited to          No.                No.                        Yes.              Yes.
           qualifying                                                        0.25%             0.25%
           institutional
           investors.
- -------------------------------------------------------------------------------------------------------------
Class R4   Limited to          No.                No.                        No.               Yes.
           qualifying                                                                          0.25%
           institutional
           investors.
- -------------------------------------------------------------------------------------------------------------
Class R5   Limited to          No.                No.                        No.               No.
           qualifying
           institutional
           investors.
- -------------------------------------------------------------------------------------------------------------
Class W    Limited to          No.                No.                        Yes.              No.
           qualifying                                                        0.25%
           discretionary
           managed accounts.
- -------------------------------------------------------------------------------------------------------------
</Table>

(a)  For Class A, Class B, Class C, Class R2, Class R3 and Class W shares, each
     fund has adopted a plan under Rule 12b-1 of the Investment Company Act of
     1940, as amended, that allows it to pay distribution and shareholder
     servicing-related expenses for the sale of shares. Because these fees are
     paid out of a fund's assets on an on-going basis, over time these fees will
     increase the cost of your investment and may cost you more than paying
     other types of distribution (sales) or servicing charges.
(b)  See "Buying and Selling Shares, Sales Charges, Class B and Class
     C -- contingent deferred sales charge alternative" for more information on
     the timing of conversion of Class B shares to Class A shares. Timing will
     vary depending on the date of your original purchase of the Class B shares.

DISTRIBUTION AND SERVICE FEES

The distribution and shareholder servicing fees for Class A, Class B, Class C,
Class R2, Class R3 and Class W are subject to the requirements of Rule 12b-1
under the Investment Company Act of 1940, as amended, and are used to reimburse
the distributor for certain expenses it incurs in connection with distributing a
fund's shares and providing services to fund shareholders. These expenses
include payment of distribution and shareholder servicing fees to financial
institutions that sell shares of the fund, up to 0.50% of the average daily net
assets of Class R2 shares sold and held through them and up to 0.25% of the
average daily net assets of Class A, Class B, Class C, Class R3 and Class W
shares sold and held through them. For Class A, Class B, Class R2, Class R3 and
Class W shares, the distributor begins to pay these fees immediately after
purchase. For Class C shares, the distributor begins to pay these fees one year
after

- --------------------------------------------------------------------------------
                                                                             S.2


purchase. Financial institutions also receive distribution fees up to 0.75% of
the average daily net assets of Class C shares sold and held through them, which
the distributor begins to pay one year after purchase. For Class B shares, and,
for the first year after sale only, for Class C shares, the fund's distributor
retains the distribution fee of up to 0.75% in order to finance the payment of
sales commissions to financial institutions that sell Class B shares, and to pay
for other distribution related expenses. Financial institutions may compensate
their financial advisors with the shareholder servicing and distribution fees
paid to them by the distributor.

PLAN ADMINISTRATION FEE

Class R2, Class R3 and Class R4 pay an annual plan administration services fee
for the provision of various administrative, recordkeeping, communication and
educational services. The fee for Class R2, Class R3 and Class R4 is equal on an
annual basis to 0.25% of assets attributable to the respective class.

DETERMINING WHICH CLASS OF SHARES TO PURCHASE

CLASS A, CLASS B AND CLASS C SHARES

If your investments in RiverSource funds total $100,000 or more, Class A shares
may be the better option because the sales charge is reduced for larger
purchases.

If you invest less than $100,000, consider how long you plan to hold your
shares. Class B shares have a higher annual distribution fee than Class A shares
and a CDSC for six years. Class B shares convert to Class A shares in the ninth
year of ownership. Class B shares purchased through reinvested dividends and
distributions also will convert to Class A shares in the same proportion as the
other Class B shares.

Class C shares also have a higher annual distribution fee than Class A shares.
Class C shares have no sales charge if you hold the shares for longer than one
year. Unlike Class B shares, Class C shares do not convert to Class A. As a
result, you will pay a distribution fee for as long as you hold Class C shares.
If you choose a deferred sales charge option (Class B or Class C), you should
consider the length of time you intend to hold your shares. To help you
determine which investment is best for you, consult your financial institution.

CLASS I SHARES.

The following eligible investors may purchase Class I shares:

- - Any fund distributed by RiverSource Distributors, Inc. and Ameriprise
  Financial Services, if the fund seeks to achieve its investment objective by
  investing primarily in shares of the fund and other RiverSource funds.

Class I shares may be purchased, sold or exchanged only through the distributor
or an authorized financial institution.

- --------------------------------------------------------------------------------

S.3


CLASS R SHARES.

The following eligible investors may purchase Class R2, Class R3, Class R4 and
Class R5 shares:

- - Qualified employee benefit plans.

- - Trust companies or similar institutions, and charitable organizations that
  meet the definition in Section 501(c)(3) of the Internal Revenue Code.

- - Non-qualified deferred compensation plans whose participants are included in a
  qualified employee benefit plan described above.

- - State sponsored college savings plans established under Section 529 of the
  Internal Revenue Code.

- - Health Savings Accounts (HSAs) created pursuant to public law 108-173.

Additionally, the following eligible investors may purchase Class R5 shares:

- - Institutional or corporate accounts above a threshold established by the
  distributor (currently $1 million per fund or $10 million in all RiverSource
  funds).

- - Bank Trusts.

Class R shares generally are not available to retail non-retirement accounts,
traditional and Roth IRAs, Coverdell Educational Savings Accounts, SEPs, SAR-
SEPs, SIMPLE IRAs and individual 403(b) plans.

Class R shares may be purchased, sold or exchanged only through the distributor
or an authorized financial institution.

CLASS W SHARES.

The following eligible investors may purchase Class W shares:

- - Investors purchasing through authorized investment programs managed by
  investment professionals, including discretionary managed account programs.

Class W shares may be purchased, sold or exchanged only through the distributor
or an authorized financial institution.

Shares originally purchased in a discretionary managed account may continue to
be held in Class W outside of a discretionary managed account, but no additional
Class W purchases may be made and no exchanges to Class W shares of another fund
may be made outside of a discretionary managed account.

IN ADDITION, FOR CLASS I, CLASS R AND CLASS W SHARES, THE FUND OR THE
DISTRIBUTOR, EACH IN ITS SOLE DISCRETION, MAY ACCEPT INVESTMENTS FROM OTHER
PURCHASERS NOT LISTED ABOVE.

For more information, see the SAI.

- --------------------------------------------------------------------------------

                                                                             S.4


SALES CHARGES

CLASS A -- INITIAL SALES CHARGE ALTERNATIVE

Your purchase price for Class A shares is generally the net asset value (NAV)
plus a front-end sales charge. The distributor receives the sales charge and
re-allows a portion of the sales charge to the financial institution through
which you purchased the shares. The distributor retains the balance of the sales
charge. Sales charges vary depending on the amount of your purchase.

SALES CHARGE* FOR CLASS A SHARES:

<Table>
<Caption>
                                                                           MAXIMUM
                                 AS A % OF         AS A % OF NET     RE-ALLOWANCE AS A %
TOTAL MARKET VALUE            PURCHASE PRICE**    AMOUNT INVESTED     OF PURCHASE PRICE
- ----------------------------------------------------------------------------------------
                                                            
 Up to $49,999                      5.75%               6.10%                5.00%
 $50,000 -- $99,999                 4.75                4.99                 4.00
 $100,000 -- $249,999               3.50                3.63                 3.00
 $250,000 -- $499,999               2.50                2.56                 2.15
 $500,000 -- $999,999               2.00                2.04                 1.75
 $1,000,000 or more                 0.00                0.00                 0.00***
</Table>

  * Because of rounding in the calculation of the offering price, the portion of
    the sales charge retained by the distributor may vary and the actual sales
    charge you pay may be more or less than the sales charge calculated using
    these percentages.
 ** Purchase price includes the sales charge.
*** Although there is no sales charge for purchases with a total market value
    over $1,000,000, and therefore no re-allowance, the distributor may pay a
    financial institution the following: a sales commission of up to 1.00% for a
    sale with a total market value of $1,000,000 to $2,999,999; a sales
    commission up to 0.50% for a sale of $3,000,000 to $9,999,999; and a sales
    commission up to 0.25% for a sale of $10,000,000 or more.

INITIAL SALES CHARGE -- RIGHTS OF ACCUMULATION. You may be able to reduce the
sales charge on Class A shares, based on the combined market value of your
accounts. The current market values of the following investments are eligible to
be added together for purposes of determining the sales charge on your purchase:

- - Your current investment in a fund; and

- - Previous investments you and members of your primary household group have made
  in Class A, Class B or Class C shares in the fund and other RiverSource funds,
  provided your investment was subject to a sales charge. Your primary household
  group consists of you, your spouse or domestic partner and your unmarried
  children under age 21 sharing a mailing address.

The following accounts are eligible to be included in determining the sales
charge on your purchase:

- - Individual or joint accounts;

- --------------------------------------------------------------------------------

S.5


- - Roth and traditional IRAs, SEPs, SIMPLEs and TSCAs, provided they are invested
  in Class A, Class B or Class C shares that were subject to a sales charge;

- - UGMA/UTMA accounts for which you, your spouse, or your domestic partner is
  parent or guardian of the minor child;

- - Revocable trust accounts for which you or a member of your primary household
  group, individually, is the beneficiary;

- - Accounts held in the name of your, your spouse's, or your domestic partner's
  sole proprietorship or single owner limited liability company or S
  corporation; and

- - Qualified retirement plan assets, provided that you are the sole owner of the
  business sponsoring the plan, are the sole participant (other than a spouse)
  in the plan, and have no intention of adding participants to the plan.

The following accounts are NOT eligible to be included in determining the sales
charge on your purchase:

- - Accounts of pension and retirement plans with multiple participants, such as
  401(k) plans (which are combined to reduce the sales charge for the entire
  pension or retirement plan and therefore are not used to reduce the sales
  charge for your individual accounts);

- - Investments in Class A shares where the sales charge is waived, for example,
  purchases through wrap accounts;

- - Investments in Class D, Class E, Class I, Class R2, Class R3, Class R4, Class
  R5, Class W or Class Y shares;

- - Investments in 529 plans, donor advised funds, variable annuities, variable
  life insurance products, wrap accounts or managed separate accounts; and

- - Charitable and irrevocable trust accounts.

If you purchase RiverSource fund shares through different financial
institutions, and you want to include those assets toward a reduced sales
charge, you must inform your financial institution in writing about the other
accounts when placing your purchase order. Contact your financial institution to
determine what information is required.

Unless you provide your financial institution in writing with information about
all of the accounts that may count toward a sales charge reduction, there can be
no assurance that you will receive all of the reductions for which you may be
eligible. You should request that your financial institution provide this
information to the fund when placing your purchase order.

For more information on rights of accumulation, please see the SAI.

- --------------------------------------------------------------------------------

                                                                             S.6


INITIAL SALES CHARGE -- LETTER OF INTENT (LOI). Generally, if you intend to
invest $50,000 or more over a period of 13 months or less, you may be able to
reduce the front-end sales charges for investments in Class A shares by
completing and filing a LOI form. The LOI becomes effective only after the form
is processed in good order by the fund. An LOI can be backdated up to a maximum
of 90 days. If the LOI is backdated, you may include prior investments in Class
A shares that were charged a front-end sales load toward the LOI commitment
amount. If the LOI is backdated, the 13-month period begins on the date of the
earliest purchase included in the LOI.

Holdings More than 90 Days Old. Purchases made more than 90 days before your LOI
is processed by the fund will not be counted toward the commitment amount of the
LOI and cannot be used as the starting point for the LOI. While these purchases
cannot be included in an LOI, they may help you obtain a reduced sales charge on
future purchases as described in "Initial Sales Charge -- Rights of
Accumulation."

Notification Obligation. You must request the reduced sales charge when you buy
shares. If you do not complete and file the LOI form, or do not request the
reduced sales charge at the time of purchase, you will not be eligible for the
reduced sales charge. You should request that your financial institution provide
this information to the fund when placing your purchase order. For more details
on LOIs, please contact your financial institution or see the SAI.

INITIAL SALES CHARGE -- WAIVERS OF THE SALES CHARGE FOR CLASS A SHARES. Sales
charges do not apply to:

- - current or retired Board members, officers or employees of RiverSource funds
  or RiverSource Investments or its affiliates, their spouses or domestic
  partners, children, parents and their spouse's or domestic partner's parents.

- - current or retired Ameriprise Financial Services, Inc. (Ameriprise Financial
  Services) financial advisors, employees of financial advisors, their spouses
  or domestic partners, children, parents and their spouse's or domestic
  partner's parents.

- - registered representatives and other employees of financial institutions
  having a selling agreement with the distributor, including their spouses,
  domestic partners, children, parents and their spouse's or domestic partner's
  parents.

- - portfolio managers employed by subadvisers of the RiverSource funds, including
  their spouses or domestic partners, children, parents and their spouse's or
  domestic partner's parents.

- - qualified employee benefit plans offering participants daily access to
  RiverSource funds. Eligibility must be determined in advance. For assistance,
  please contact your financial institution.

- - direct rollovers from qualified employee benefit plans, provided that the
  rollover involves a transfer of Class R or Class Y shares in a fund to Class A
  shares in the same fund.

- --------------------------------------------------------------------------------
S.7


- - purchases made:

  - with dividend or capital gain distributions from a fund or from the same
    class of another RiverSource fund;

  - through or under a wrap fee product or other investment product sponsored by
    a financial institution having a selling agreement with the distributor;

  - through state sponsored college savings plans established under Section 529
    of Internal Revenue Code;

  - through bank trust departments;

  - through Ameriprise(SM) Personal Trust Services' Asset-Based pricing
    alternative, provided by Ameriprise Bank, FSB.

- - shareholders whose original purchase was in a Strategist fund merged into a
  RiverSource fund in 2000.

The distributor may, in its discretion, authorize the waiver of sales charges
for additional purchases or categories of purchases. Policies related to
reducing or waiving the sales charge may be modified or withdrawn at any time.

Unless you provide your financial institution with information in writing about
all of the factors that may count toward a waiver of the sales charge, there can
be no assurance that you will receive all of the waivers for which you may be
eligible. You should request that your financial institution provide this
information to the fund when placing your purchase order.

Because the current prospectus is available on RiverSource Investment's website
free of charge, RiverSource Investments does not disclose this information
separately on the website.

CLASS B AND CLASS C -- CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE

FOR CLASS B, the CDSC is based on the sale amount and the number of years
between purchase and sale. The following table shows how CDSC percentages on
sales decline:

<Table>
<Caption>
IF THE SALE IS MADE DURING THE:                      THE CDSC PERCENTAGE RATE IS:*
                                                  
 First year                                                        5%
 Second year                                                       4%
 Third year                                                        4%
 Fourth year                                                       3%
 Fifth year                                                        2%
 Sixth year                                                        1%
 Seventh or eighth year                                            0%
</Table>

* Because of rounding in the calculation, the portion of the CDSC retained by
  the distributor may vary and the actual CDSC you pay may be more or less than
  the CDSC calculated using these percentages.

- --------------------------------------------------------------------------------

                                                                             S.8


Although there is no front-end sales charge when you buy Class B shares, the
distributor pays a sales commission of 4% to financial institutions that sell
Class B shares. A portion of this commission may, in turn, be paid to your
financial advisor. The distributor receives any CDSC imposed when you sell your
Class B shares.

Purchases made prior to May 21, 2005 age on a calendar year basis. Purchases
made beginning May 21, 2005 age on a daily basis. For example, a purchase made
on Nov. 12, 2004 completed its first year on Dec. 31, 2004 under calendar year
aging. However, a purchase made on Nov. 12, 2005 completed its first year on
Nov. 11, 2006 under daily aging.

Class B shares purchased prior to May 21, 2005 will convert to Class A shares in
the ninth calendar year of ownership. Class B shares purchased beginning May 21,
2005 will convert to Class A shares one month after the completion of the eighth
year of ownership.

FOR CLASS C, a 1% CDSC may be charged if you sell your shares within one year
after purchase. Although there is no front-end sales charge when you buy Class C
shares, the distributor pays a sales commission of 1% to financial institutions
that sell Class C shares. A portion of this commission may, in turn, be paid to
your financial advisor. The distributor receives any CDSC imposed when you sell
your Class C shares.

For both Class B and Class C, if the amount you sell causes the value of your
investment to fall below the cost of the shares you have purchased, the CDSC
will be based on the lower of the cost of those shares purchased or market
value. Because the CDSC is imposed only on sales that reduce your total purchase
payments, you do not have to pay a CDSC on any amount that represents
appreciation in the value of your shares, income earned by your shares, or
capital gains. In addition, the CDSC on your sale, if any, will be based on your
oldest purchase payment. The CDSC on the next amount sold will be based on the
next oldest purchase payment.

EXAMPLE

Assume you had invested $10,000 in Class B shares and that your investment had
appreciated in value to $12,000 after 3 1/2 years, including reinvested
dividends and capital gain distributions. You could sell up to $2,000 worth of
shares without paying a CDSC ($12,000 current value less $10,000 purchase
amount). If you sold $2,500 worth of shares, the CDSC would apply to the $500
representing part of your original purchase price. The CDSC rate would be 3%
because the sale was made during the fourth year after the purchase.

CDSC -- WAIVERS OF THE CDSC FOR CLASS B SHARES. The CDSC will be waived on sales
of shares:
- - in the event of the shareholder's death;

- - held in trust for an employee benefit plan; or

- --------------------------------------------------------------------------------
S.9


- - held in IRAs or certain qualified plans, such as Keogh plans, tax-sheltered
  custodial accounts or corporate pension plans, provided that the shareholder
  is:

  - at least 59 1/2 years old AND

  - taking a retirement distribution (if the sale is part of a transfer to an
    IRA or qualified plan, or a custodian-to-custodian transfer, the CDSC will
    not be waived) OR

  - selling under an approved substantially equal periodic payment arrangement.

CDSC -- WAIVERS OF THE CDSC FOR CLASS C SHARES. The CDSC will be waived on sales
of shares in the event of the shareholder's death.

CLASS I, CLASS R2, CLASS R3, CLASS R4, CLASS R5 AND CLASS W -- NO SALES CHARGE.
For Class I, Class R2, Class R3, Class R4, Class R5 and Class W, there is no
initial sales charge or CDSC.

OPENING AN ACCOUNT


Financial institutions are required by law to obtain certain personal
information from each person who opens an account in order to verify the
identity of the person. As a result, when you open an account you will be asked
to provide your name, permanent street address, date of birth, and Social
Security or Employer Identification number. You may also be asked for other
identifying documents or information. If you do not provide this information,
the financial institution through which you are investing in the fund may not be
able to open an account for you. If the financial institution through which you
are investing in the fund is unable to verify your identity, your account may be
closed, or other steps may be taken, as deemed appropriate.


When you buy shares, your order will be priced at the next NAV calculated after
your order is accepted by the fund or an authorized financial institution.

Your financial institution may establish and maintain your account directly or
it may establish and maintain your account with the distributor. The distributor
may appoint servicing agents to accept purchase orders and to accept exchange
(and sale) orders on its behalf. Accounts maintained by the distributor will be
supported by the fund's transfer agent.

METHODS OF PURCHASING SHARES

These methods of purchasing shares apply to Class A, Class B, and Class C
shares.

THROUGH AN ACCOUNT ESTABLISHED WITH YOUR FINANCIAL INSTITUTION

ALL REQUESTS        The financial institution through which you buy shares may
                    have different policies not described in this prospectus,
                    including different minimum investment amounts and minimum
                    account balances.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                                                            S.10


THROUGH AN ACCOUNT ESTABLISHED WITH THE FUND

BY MAIL             The financial institution through which you buy shares may
                    establish an account directly with the fund. To establish an
                    account in this fashion, complete a RiverSource funds
                    account application with your financial advisor or
                    investment professional, and mail the account application to
                    the address below. Account applications may be requested by
                    calling (888) 791-3380. Make your check payable to the fund.
                    The fund does not accept cash, credit card convenience
                    checks, money orders, traveler's checks, starter checks,
                    third or fourth party checks, or other cash equivalents.

                    Mail your check and completed application to:

                    REGULAR MAIL   RIVERSOURCE INVESTMENTS (FUNDS)
                                   P.O. BOX 8041
                                   BOSTON, MA 02266-8041

                    EXPRESS MAIL   RIVERSOURCE INVESTMENTS (FUNDS)
                                   C/O BFDS
                                   30 DAN ROAD
                                   CANTON, MA 02021-2809

                    If you already have an account, include your name, account
                    number and the name of the fund and class of shares along
                    with your check. You can make scheduled investments in the
                    fund by moving money from your checking account or savings
                    account. See the Minimum Investment and Account Balance
                    chart below for more information regarding scheduled
                    investment plans.
- --------------------------------------------------------------------------------

BY WIRE OR ACH      Fund shares purchased through the distributor may be paid
                    for by federal funds wire. Before sending a wire, call (888)
                    791-3380 to notify the distributor of the wire and to
                    receive further instructions.

                    If you are establishing an account with a wire purchase, you
                    are required to send a signed account application to the
                    address above. Please include the wire control number or
                    your new account number on the application.

                    Your bank or financial institution may charge additional
                    fees for wire transactions.
- --------------------------------------------------------------------------------

BY EXCHANGE         Call (888) 791-3380 or send signed written instructions to
                    the address above.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

S.11


MINIMUM INVESTMENT AND ACCOUNT BALANCE

<Table>
<Caption>
                         FOR ALL FUNDS,
                         CLASSES AND
                         ACCOUNTS EXCEPT
                         THOSE LISTED TO THE   TAX QUALIFIED  RIVERSOURCE DISCIPLINED
                         RIGHT (NONQUALIFIED)  ACCOUNTS       SMALL CAP VALUE FUND     CLASS W
- ----------------------------------------------------------------------------------------------
                                                                           
INITIAL INVESTMENT       $2,000                $1,000         $5,000                   $500
- ----------------------------------------------------------------------------------------------
ADDITIONAL INVESTMENTS   $100                  $100           $100                     None
- ----------------------------------------------------------------------------------------------
ACCOUNT BALANCE*         $300                  None           $2,500                   $500
</Table>

 * If your fund account balance falls below the minimum account balance for any
   reason, including a market decline, you may be asked to increase it to the
   minimum account balance or establish a scheduled investment plan. If you do
   not do so within 30 days, your shares may be automatically redeemed and the
   proceeds mailed to you.
- --------------------------------------------------------------------------------

MINIMUM INVESTMENT AND ACCOUNT BALANCE -- SCHEDULED INVESTMENT PLANS

<Table>
<Caption>
                         FOR ALL FUNDS,
                         CLASSES AND
                         ACCOUNTS EXCEPT
                         THOSE LISTED TO THE   TAX QUALIFIED  RIVERSOURCE DISCIPLINED
                         RIGHT (NONQUALIFIED)  ACCOUNTS       SMALL CAP VALUE FUND     CLASS W
- ----------------------------------------------------------------------------------------------
                                                                           
INITIAL INVESTMENT       $100                  $100           $5,000                   $500
- ----------------------------------------------------------------------------------------------
ADDITIONAL INVESTMENTS   $100                  $50            $100                     None
- ----------------------------------------------------------------------------------------------
ACCOUNT BALANCE**        None                  None           $2,500                   $500
</Table>

** If your fund account balance is below the minimum initial investment
   described above, you must make payments at least monthly.
- --------------------------------------------------------------------------------

If approved by the distributor, these minimums may be waived for accounts that
are managed by an investment professional, for accounts held in approved
discretionary or non-discretionary wrap programs, for accounts that are a part
of an employer-sponsored retirement plan, or for other account types if approved
by the distributor.

The fund reserves the right to modify its minimum account requirements at any
time, with or without prior notice.

Please contact your financial institution for information regarding wire or
electronic funds transfer.

- --------------------------------------------------------------------------------

                                                                            S.12


EXCHANGING OR SELLING SHARES

You may exchange or sell shares by having your financial institution process
your transaction. If your account is maintained directly with your financial
institution, you must contact that financial institution to exchange or sell
shares of the fund. If your account was established with the distributor, there
are a variety of methods you may use to exchange or sell shares of the fund.

WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES

ACCOUNT ESTABLISHED WITH YOUR FINANCIAL INSTITUTION

ALL REQUESTS        You can exchange or sell shares by having your financial
                    institution process your transaction. The financial
                    institution through which you purchased shares may have
                    different policies not described in this prospectus,
                    including different transaction limits, exchange policies
                    and sale procedures.
- --------------------------------------------------------------------------------

ACCOUNT ESTABLISHED WITH THE FUND

BY MAIL             Mail your exchange or sale request to:

                    REGULAR MAIL   RIVERSOURCE INVESTMENTS (FUNDS)
                                   P.O. BOX 8041
                                   BOSTON, MA 02266-8041

                    EXPRESS MAIL   RIVERSOURCE INVESTMENTS (FUNDS)
                                   C/O BFDS
                                   30 DAN ROAD
                                   CANTON, MA 02021-2809

                    Include in your letter:

                    - your name

                    - the name of the fund(s)

                    - your account number

                    - the class of shares to be exchanged or sold

                    - your Social Security number or Employer Identification
                      number

                    - the dollar amount or number of shares you want to exchange
                      or sell

                    - specific instructions regarding delivery or exchange
                      destination

                    - signature(s) of registered account owner(s)

                    - any special documents the transfer agent may require in
                      order to process your order
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

S.13


WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES (CONTINUED)


ACCOUNT ESTABLISHED WITH THE FUND (CONT.)

BY MAIL (CONT.)
                    Corporate, trust or partnership accounts may need to send
                    additional documents.

                    Payment will be mailed to the address of record and made
                    payable to the names listed on the account, unless your
                    request specifies differently and is signed by all owners.

                    A Medallion Signature Guarantee is required if:

                    - Amount is over $50,000.

                    - You want your check made payable to someone other than
                      yourself.

                    - Your address has changed within the last 30 days.

                    - You want the check mailed to an address other than the
                      address of record.

                    - You want the proceeds sent to a bank account not on file.

                    - You are the beneficiary of the account and the account
                      owner is deceased (additional documents may be required).

                    A Medallion Signature Guarantee assures that a signature is
                    genuine and not a forgery. The financial institution
                    providing the Guarantee is financially liable for the
                    transaction if the signature is a forgery. Eligible
                    guarantors include commercial banks, trust companies,
                    savings associations, and credit unions as defined by the
                    Federal Deposit Insurance Act. Note: A guarantee from a
                    notary public is not acceptable.

                    NOTE: Any express mail delivery charges you pay will vary
                    depending on domestic or international delivery
                    instructions.
- --------------------------------------------------------------------------------

BY TELEPHONE        Call (888) 791-3380. Unless you elect not to have telephone
                    exchange and sale privileges, they will automatically be
                    available to you. Reasonable procedures will be used to
                    confirm authenticity of telephone exchange or sale requests.
                    Telephone privileges may be modified or discontinued at any
                    time. Telephone exchange and sale privileges automatically
                    apply to all accounts except custodial, corporate or
                    qualified retirement accounts. You may request that these
                    privileges NOT apply by writing to the address above.

                    Payment will be mailed to the address of record and made
                    payable to the names listed on the account.
                    Telephone sale requests are limited to $100,000 per day.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                                                            S.14


WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES (CONTINUED)


ACCOUNT ESTABLISHED WITH THE FUND (CONT.)

BY WIRE OR ACH      You can wire money from your fund account to your bank
                    account. Make sure we have your bank account information on
                    file. If we do not have this information, you will need to
                    send written instructions with your bank's name and a voided
                    check or savings account deposit slip.

                    Call (888) 791-3380 or send a letter of instruction, with a
                    Medallion Signature Guarantee if required, to the address
                    above.

                    A service fee may be charged against your account for each
                    wire sent.

                    Minimum amount: $100

                    Your bank or financial institution may charge additional
                    fees for wire transactions.
- --------------------------------------------------------------------------------

BY SCHEDULED
PAYOUT PLAN         You may elect to receive regular periodic payments through
                    an automatic sale of shares. See the SAI for more
                    information.
- --------------------------------------------------------------------------------

IMPORTANT: Payments sent by a bank authorization or check that are not
guaranteed may take up to ten days to clear. This may cause your sale request to
fail to process if the requested amount includes unguaranteed funds.

EXCHANGES

Generally, you may exchange your fund shares for shares of the same class of any
other publicly offered RiverSource fund without a sales charge. For complete
information on the fund you are exchanging into, including fees and expenses,
read that fund's prospectus carefully. Your exchange will be priced at the next
NAV calculated after your transaction request is received in good order.

MARKET TIMING IS FREQUENT OR SHORT-TERM TRADING BY CERTAIN SHAREHOLDERS INTENDED
TO PROFIT AT THE EXPENSE OF OTHER SHAREHOLDERS BY SELLING SHARES OF A FUND
SHORTLY AFTER PURCHASE. MARKET TIMING MAY ADVERSELY IMPACT A FUND'S PERFORMANCE
BY PREVENTING THE INVESTMENT MANAGER FROM FULLY INVESTING THE ASSETS OF THE
FUND, DILUTING THE VALUE OF SHARES HELD BY LONG-TERM SHAREHOLDERS, OR INCREASING
THE FUND'S TRANSACTION COSTS.

- --------------------------------------------------------------------------------

S.15


FUNDS THAT INVEST IN SECURITIES THAT TRADE INFREQUENTLY MAY BE VULNERABLE TO
MARKET TIMERS WHO SEEK TO TAKE ADVANTAGE OF INEFFICIENCIES IN THE SECURITIES
MARKETS. FUNDS THAT INVEST IN SECURITIES THAT TRADE ON OVERSEAS SECURITIES
MARKETS MAY BE VULNERABLE TO MARKET TIMERS WHO SEEK TO TAKE ADVANTAGE OF CHANGES
IN THE VALUES OF SECURITIES BETWEEN THE CLOSE OF OVERSEAS MARKETS AND THE CLOSE
OF U.S. MARKETS, WHICH IS GENERALLY THE TIME AT WHICH A FUND'S NAV IS
CALCULATED. TO THE EXTENT THAT A FUND HAS SIGNIFICANT HOLDINGS OF SMALL CAP
STOCKS OR FOREIGN SECURITIES, THE RISKS OF MARKET TIMING MAY BE GREATER FOR THE
FUND THAN FOR OTHER FUNDS. SEE "PRINCIPAL INVESTMENT STRATEGIES" FOR A
DISCUSSION OF THE TYPES OF SECURITIES IN WHICH YOUR FUND INVESTS.

SEE "VALUING FUND SHARES" FOR A DISCUSSION OF THE RIVERSOURCE FUNDS' POLICY ON
FAIR VALUE PRICING, WHICH IS INTENDED, IN PART, TO REDUCE THE FREQUENCY AND
EFFECT OF MARKET TIMING.

THE RIVERSOURCE FUNDS' BOARDS HAVE ADOPTED A POLICY THAT IS DESIGNED TO DETECT
AND DETER MARKET TIMING THAT MAY BE HARMFUL TO THE FUNDS. EACH FUND SEEKS TO
ENFORCE THIS POLICY THROUGH ITS SERVICE PROVIDERS AS FOLLOWS:

- - The fund tries to distinguish market timing from trading that it believes is
  not harmful, such as periodic rebalancing for purposes of asset allocation or
  dollar cost averaging. Under the fund's procedures, there is no set number of
  transactions in the fund that constitutes market timing. Even one purchase and
  subsequent sale by related accounts may be market timing. Generally, the fund
  seeks to restrict the exchange privilege of an investor who makes more than
  three exchanges into or out of the fund in any 90-day period. Accounts held by
  a retirement plan or a financial institution for the benefit of its
  participants or clients, which typically engage in daily transactions, are not
  subject to this limit, although the fund seeks the assistance of financial
  institutions in applying similar restrictions on the sub-accounts of their
  participants or clients.

- - If an investor's trading activity is determined to be market timing or
  otherwise harmful to existing shareholders, the fund reserves the right to
  modify or discontinue the investor's exchange privilege or reject the
  investor's purchases or exchanges, including purchases or exchanges accepted
  by a financial institution. The fund may treat accounts it believes to be
  under common control as a single account for these purposes, although it may
  not be able to identify all such accounts.

- - Although the fund does not knowingly permit market timing, it cannot guarantee
  that it will be able to identify and restrict all short-term trading activity.
  The fund receives purchase and sale orders through financial institutions
  where market timing activity may not always be successfully detected.

Other exchange policies:

- - Exchanges must be made into the same class of shares of the new fund.

- --------------------------------------------------------------------------------

                                                                            S.16


- - Exchanges into RiverSource Tax-Exempt Money Market Fund may be made only from
  Class A shares.

- - If your exchange creates a new account, it must satisfy the minimum investment
  amount for new purchases.

- - Once the fund receives your exchange request, you cannot cancel it.

- - Shares of the new fund may not be used on the same day for another exchange or
  sale.

- - Shares of Class W originally purchased, but no longer held in a discretionary
  managed account, may not be exchanged for Class W shares of another fund. You
  may continue to hold these shares in the fund. Changing your investment to a
  different fund will be treated as a sale and purchase, and you will be subject
  to applicable taxes on the sale and sales charges on the purchase of the new
  fund.

SELLING SHARES

You may sell your shares at any time. The payment will be sent within seven days
after your request is received in good order.

When you sell shares, the amount you receive may be more or less than the amount
you invested. Your sale price will be the next NAV calculated after your request
is received in good order, minus any applicable CDSC.

REPURCHASES. You can change your mind after requesting a sale and use all or
part of the sale proceeds to purchase new shares in the same account, fund and
class from which you sold. If you reinvest in Class A, you will purchase the new
shares at NAV, up to the amount of the sale proceeds, instead of paying a sales
charge on the date of a new purchase. If you reinvest in Class B or Class C, any
CDSC you paid on the amount you are reinvesting also will be reinvested. In
order for you to take advantage of this repurchase waiver, you must notify your
financial institution within 90 days of the date your sale request was
processed. Contact your financial institution for information on required
documentation. The repurchase privilege may be modified or discontinued at any
time and use of this option may have tax consequences.

Each fund reserves the right to redeem in kind.

For more details and a description of other sales policies, please see the SAI.

VALUING FUND SHARES

For classes of shares sold with an initial sales charge, the public offering or
purchase price is the net asset value plus the sales charge. For funds or
classes of shares sold without an initial sales charge, the public offering
price is the NAV.

- --------------------------------------------------------------------------------

S.17


Orders in good form are priced at the NAV next determined after you place your
order. Good form or good order means that your instructions have been received
in the form required by the fund. This may include, for example, providing the
fund name and account number, the amount of the transaction and all required
signatures. For more information, contact your financial institution.

The NAV is the value of a single share of a fund. The NAV is determined by
dividing the value of a fund's assets, minus any liabilities, by the number of
shares outstanding. The NAV is calculated as of the close of business on the New
York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time, on each day that
the NYSE is open. Securities are valued primarily on the basis of market
quotations. Market quotations are obtained from outside pricing services
approved and monitored under procedures adopted by the Board. Certain short-term
securities with maturities of 60 days or less are valued at amortized cost.

When reliable market quotations are not readily available, investments are
priced at fair value based on procedures adopted by the Board. These procedures
are also used when the value of an investment held by a fund is materially
affected by events that occur after the close of a securities market but prior
to the time as of which the fund's NAV is determined. Valuing investments at
fair value involves reliance on judgment. The fair value of an investment is
likely to differ from any available quoted or published price. To the extent
that a fund has significant holdings of foreign securities or small cap stocks
that may trade infrequently, fair valuation may be used more frequently than for
other funds. The funds use an unaffiliated service provider to assist in
determining fair values for foreign securities.

Foreign investments are valued in U.S. dollars. Some of a fund's securities may
be listed on foreign exchanges that trade on weekends or other days when the
fund does not price its shares. In that event, the NAV of the fund's shares may
change on days when shareholders will not be able to purchase or sell the fund's
shares.

DISTRIBUTIONS AND TAXES

As a shareholder you are entitled to your share of your fund's net income and
net gains. Each fund distributes dividends and capital gains to qualify as a
regulated investment company and to avoid paying corporate income and excise
taxes.

- --------------------------------------------------------------------------------

                                                                            S.18


DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

Your fund's net investment income is distributed to you as dividends. Dividends
may be composed of qualifying dividend income, which is eligible for
preferential tax rates under current tax law, as well as other ordinary dividend
income, which may include non-qualifying dividends, interest income and
short-term capital gains. Capital gains are realized when a security is sold for
a higher price than was paid for it. Each realized capital gain or loss is
long-term or short-term depending on the length of time the fund held the
security. Realized capital gains and losses offset each other. The fund offsets
any net realized capital gains by any available capital loss carryovers. Net
short-term capital gains are included in net investment income. Net realized
long-term capital gains, if any, are distributed by the end of the calendar year
as capital gain distributions.

REINVESTMENTS

Dividends and capital gain distributions are automatically reinvested in
additional shares in the same class of the fund, unless you request
distributions in cash. The financial institution through which you purchased
shares may have different policies.

Distributions are reinvested at the next calculated NAV after the distribution
is paid. If you choose cash distributions, you will receive cash only for
distributions declared after your request has been processed.

TAXES

If you buy shares shortly before the record date of a distribution, you may pay
taxes on money earned by the fund before you were a shareholder. You will pay
the full pre-distribution price for the shares, then receive a portion of your
investment back as a distribution, which may be taxable.

For tax purposes, an exchange is considered a sale and purchase, and may result
in a gain or loss. A sale is a taxable transaction. If you sell shares for less
than their cost, the difference is a capital loss. If you sell shares for more
than their cost, the difference is a capital gain. Your gain may be short term
(for shares held for one year or less) or long term (for shares held for more
than one year).

You may not create a tax loss, based on paying a sales charge, by exchanging
shares within 91 days of purchase. If you buy Class A shares and within 91 days
exchange into another fund, you may not include the sales charge in your
calculation of tax gain or loss on the sale of the first fund you purchased. The
sales charge may be included in the calculation of your tax gain or loss on a
subsequent sale of the second fund you purchased. For more information, see the
SAI.

Distributions are subject to federal income tax and may be subject to state and
local taxes in the year they are declared. You must report distributions on your
tax returns, even if they are reinvested in additional shares.

- --------------------------------------------------------------------------------

S.19


Income received by a fund may be subject to foreign tax and withholding. Tax
conventions between certain countries and the U.S. may reduce or eliminate these
taxes.

Selling shares held in an IRA or qualified retirement account may subject you to
federal taxes, penalties and reporting requirements upon the withdrawal of the
sales proceeds from such accounts. Please consult your tax advisor.

REITs often do not provide complete tax information until after the calendar
year-end; generally mid to late January and continuing through early February.
Consequently, if your fund has significant investments in REITs, you may not
receive your Form 1099-DIV until February. Other RiverSource funds tax
statements are mailed in January.

IMPORTANT: This information is a brief and selective summary of some of the tax
rules that apply to an investment in a fund. Because tax matters are highly
individual and complex, you should consult a qualified tax advisor.

GENERAL INFORMATION

AVAILABILITY AND TRANSFERABILITY OF FUND SHARES

Please consult your financial institution to determine availability of
RiverSource funds. Currently, RiverSource funds may be purchased or sold through
affiliated broker-dealers of RiverSource Investments and through certain
unaffiliated financial institutions. If you set up an account at a financial
institution that does not have, and is unable to obtain, a selling agreement
with the distributor of the RiverSource funds, you will not be able to transfer
RiverSource fund holdings to that account. In that event, you must either
maintain your RiverSource fund holdings with your current financial institution,
find another financial institution with a selling agreement, or sell your
shares, paying any applicable CDSC. Please be aware that transactions in taxable
accounts are taxable events and may result in income tax liability.

ADDITIONAL SERVICES AND COMPENSATION

In addition to acting as the fund's investment manager, RiverSource Investments
and its affiliates also receive compensation for providing other services to the
funds.

Administration Services. Ameriprise Financial, 200 Ameriprise Financial Center,
Minneapolis, Minnesota 55474, provides or compensates others to provide
administrative services to the RiverSource funds. These services include
administrative, accounting, treasury, and other services. Fees paid by a fund
for these services are included under "Other expenses" in the expense table
under "Fees and Expenses."

- --------------------------------------------------------------------------------

                                                                            S.20


Custody Services. Ameriprise Trust Company, 200 Ameriprise Financial Center,
Minneapolis, Minnesota 55474 (the custodian or Ameriprise Trust Company),
provides custody services to all but a limited number of the RiverSource funds,
for which U.S. Bank National Association provides custody services. In addition,
Ameriprise Trust Company is paid for certain transaction fees and out-of-pocket
expenses incurred while providing services to the funds. Fees paid by a fund for
these services are included under "Other expenses" in the expense table under
"Fees and Expenses."

Distribution and Shareholder Services. RiverSource Distributors, Inc., 50611
Ameriprise Financial Center, Minneapolis, Minnesota 55474, and Ameriprise
Financial Services, 70100 Ameriprise Financial Center, Minneapolis, Minnesota
55474 (collectively, the distributor), provide underwriting and distribution
services to the RiverSource funds. Under the Distribution Agreement and related
distribution and shareholder servicing plans, the distributor receives
distribution and shareholder servicing fees. The distributor may retain a
portion of these fees to support its distribution and shareholder servicing
activity. The distributor re-allows the remainder of these fees (or the full
fee) to the financial institutions that sell fund shares and provide services to
shareholders. Fees paid by a fund for these services are set forth under
"Distribution (12b-1) fees" in the expense table under "Fees and Expenses." More
information on how these fees are used is set forth under "Investment
Options -- Classes of Shares" and in the SAI. The distributor also administers
any sales charges paid by an investor at the time of purchase or at the time of
sale. See "Shareholder Fees (fees paid directly from your investment)" under
"Fees and Expenses" for the scheduled sales charge of each share class. See
"Buying and Selling Shares: Sales Charges" for variations in the scheduled sales
charges, and for how these sales charges are used by the distributor. See "Other
Investment Strategies and Risks" for the RiverSource funds' policy regarding
directed brokerage.

Plan Administration Services. Under a Plan Administration Services Agreement the
fund pays for plan administration services, including services such as
implementation and conversion services, account set-up and maintenance,
reconciliation and account recordkeeping, education services and administration
to various plan types, including 529 plans, retirement plans and Health Savings
Accounts (HSAs). Fees paid by a fund for these services are included under
"Other expenses" in the expense table under "Fees and Expenses."

- --------------------------------------------------------------------------------

S.21


Transfer Agency Services. RiverSource Service Corporation, 734 Ameriprise
Financial Center, Minneapolis, Minnesota 55474 (the transfer agent or
RiverSource Service Corporation), provides or compensates others to provide
transfer agency services to the RiverSource funds. The RiverSource funds pay the
transfer agent a fee that varies by class, as set forth in the SAI, and
reimburses the transfer agent for its out-of-pocket expenses incurred while
providing these transfer agency services to the funds. Fees paid by a fund for
these services are included under "Other expenses" in the expense table under
"Fees and Expenses." RiverSource Service Corporation pays a portion of these
fees to financial institutions that provide sub-recordkeeping and other services
to fund shareholders. The SAI provides additional information about the services
provided and the fee schedules for the transfer agent agreements.

PAYMENTS TO FINANCIAL INSTITUTIONS

RiverSource Investments and its affiliates may make or support additional cash
payments out of their own resources to financial institutions, including inter-
company allocation of resources to affiliated broker-dealers such as Ameriprise
Financial Services (and its licensed representatives), in connection with
selling fund shares or providing services to the fund or its shareholders. These
inter-company allocations may include payment as compensation to employees of
RiverSource Investments who are licensed by Ameriprise Financial Services, in
respect of certain sales and solicitation activity on behalf of the funds. These
payments and inter-company allocations are in addition to any 12b-1 distribution
and/or shareholder service fees or other amounts paid by the fund to the
distributor under distribution and shareholder servicing plans, or paid by the
fund to the transfer agent under its transfer agency agreement or plan
administration agreement, which fees may be used by these entities to support
shareholder account maintenance, sub-accounting, recordkeeping or other services
provided directly by the financial institution to shareholders or 529 and
retirement plans and the plan participants. In exchange for these payments and
inter-company allocations, RiverSource Investments and its affiliates may
receive preferred access to registered representatives of a financial
institution (for example, the ability to make presentations in branch offices or
at conferences) or preferred access to customers of the financial institution
(for example, the ability to advertise or directly interact with the financial
institution's customers in order to sell the fund). These arrangements are
sometimes referred to as "revenue sharing payments." In some cases, these
arrangements may create an incentive for a financial institution or its
representatives to recommend or sell shares of a fund and may create a conflict
of interest between a financial institution's financial interest and its duties
to its customers. Please contact the financial institution through which you are
purchasing shares of the fund for details about any payments it may receive in
connection with the solicitation and sale of fund shares or providing services
to the fund or its shareholders. These payments and inter-company allocations
are usually calculated based on a percentage of fund sales and/or as a
percentage of

- --------------------------------------------------------------------------------
                                                                            S.22


fund assets attributable to a particular financial institution. These payments
may also be negotiated based on other criteria or factors including, but not
limited to, the financial institution's affiliation with the investment manager,
its reputation in the industry, its ability to attract and retain assets, its
access to target markets, its customer relationships and the scope and quality
of services it provides. The amount of payment or inter-company allocation may
vary by financial institution and by type of sale (e.g., purchases of different
share classes or purchases of the fund through a qualified plan or through a
wrap program), and may be significant.

From time to time, RiverSource Investments and its affiliates may make other
reimbursements or payments to financial institutions or their representatives
including non-cash compensation, in the form of gifts of nominal value,
occasional meals, tickets, or other entertainment, support for due diligence
trips, training and educational meetings or conference sponsorships, support for
recognition programs, and other forms of non-cash compensation permissible under
regulations to which these financial institutions and their representatives are
subject.

ADDITIONAL MANAGEMENT INFORMATION

MANAGER OF MANAGERS EXEMPTION. The RiverSource funds have received an order from
the Securities and Exchange Commission that permits RiverSource Investments,
subject to the approval of the Board, to appoint a subadviser or change the
terms of a subadvisory agreement for a fund without first obtaining shareholder
approval. The order permits the fund to add or change unaffiliated subadvisers
or change the fees paid to subadvisers from time to time without the expense and
delays associated with obtaining shareholder approval of the change.

RiverSource Investments or its affiliates may have other relationships,
including significant financial relationships, with current or potential
subadvisers or their affiliates, which may create a conflict of interest. In
making recommendations to the Board to appoint or to change a subadviser, or to
change the terms of a subadvisory agreement, RiverSource Investments does not
consider any other relationship it or its affiliates may have with a subadviser,
and RiverSource Investments discloses the nature of any material relationships
it has with a subadviser to the Board.

- --------------------------------------------------------------------------------

S.23


AFFILIATED PRODUCTS. RiverSource Investments also serves as investment manager
to RiverSource funds that provide asset-allocation services to shareholders by
investing in shares of other RiverSource funds (Funds of Funds) and to
discretionary managed accounts (collectively referred to as "affiliated
products"). A fund may experience relatively large purchases or redemptions from
the affiliated products. Although RiverSource Investments seeks to minimize the
impact of these transactions by structuring them over a reasonable period of
time or through other measures, a fund may experience increased expenses as it
buys and sells securities to manage transactions for the affiliated products. In
addition, because the affiliated products may own a substantial portion of a
fund, a redemption by one or more affiliated product could cause a fund's
expense ratio to increase as the fund's fixed costs would be spread over a
smaller asset base. RiverSource Investments monitors expense levels and is
committed to offering funds that are competitively priced. RiverSource
Investments will report to the Board on the steps it has taken to manage any
potential conflicts.

CASH RESERVES. A fund may invest its daily cash balance in RiverSource Short-
Term Cash Fund (Short-Term Cash Fund), a money market fund established for the
exclusive use of the RiverSource funds and other institutional clients of
RiverSource Investments. While Short-Term Cash Fund does not pay an advisory fee
to RiverSource Investments, it does incur other expenses, and is expected to
operate at a very low expense ratio. A fund will invest in Short-Term Cash Fund
only to the extent it is consistent with the fund's investment objectives and
policies. Short-Term Cash Fund is not insured or guaranteed by the FDIC or any
other government agency.

FUND HOLDINGS DISCLOSURE. The Board has adopted policies and procedures that
govern the timing and circumstances of disclosure to shareholders and third
parties of information regarding the securities owned by a fund. A description
of these policies and procedures is included in the SAI.

LEGAL PROCEEDINGS. 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 fund is 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 fund or the
ability of Ameriprise Financial or its affiliates to perform under their
contracts with the fund. Information regarding certain pending and settled legal
proceedings may be found in the Fund's shareholder reports and in the SAI.
Additionally, Ameriprise Financial is required to make 10-Q, 10-K and, as
necessary, 8-K filings with the Securities and 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.

- --------------------------------------------------------------------------------
                                                                            S.24


This fund can be purchased from Ameriprise Financial Services or from a limited
number of other authorized financial institutions. The fund can be found under
the "RiverSource" banner in most mutual fund quotations.

Additional information about the fund and its investments is available in the
fund's SAI, and annual and semiannual reports to shareholders. In the fund's
annual report, you will find a discussion of market conditions and investment
strategies that significantly affected the fund's performance during its most
recent fiscal year. The SAI is incorporated by reference in this prospectus. For
a free copy of the SAI, the annual report, or the semiannual report, or to
request other information about the fund, contact RiverSource Funds or your
financial institution. To make a shareholder inquiry, contact the financial
institution through whom you purchased the fund.

RiverSource Funds
734 Ameriprise Financial Center
Minneapolis, MN 55474
(888) 791-3380

RiverSource Funds information available at RiverSource Investments website
address: riversource.com/funds

You may review and copy information about the fund, including the SAI, at the
Securities and Exchange Commission's (Commission) Public Reference Room in
Washington, D.C. (for information about the public reference room call
1-202-551-8090). Reports and other information about the fund are available on
the EDGAR Database on the Commission's Internet site at www.sec.gov. Copies of
this information may be obtained, after paying a duplicating fee, by electronic
request at the following E-mail address: publicinfo@sec.gov, or by writing to
the Public Reference Section of the Commission, 100 F Street, N.E., Washington,
D.C. 20549-0102.

Investment Company Act File #811-10321

<Table>
                                                                
TICKER SYMBOL
Class A: AXPAX     Class B: --        Class C: --
Class I: APGIX     Class R4: --
</Table>

(RIVERSOURCE INVESTMENTS LOGO)                                S-6261-99 H (7/07)