UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] Pre-Effective Amendment No. 2 (File No. 333-146692)
[ ] Post-Effective Amendment No. [ ]
(Check Appropriate Box or Boxes)
RiverSource Large Cap Series, Inc.
(Exact Name of Registrant as Specified in Charter)
(612) 671-1947
(Area Code and Telephone Number)
50606 Ameriprise Financial Center, Minneapolis, Minnesota 55474
(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
Scott R. Plummer
(Name and Address of Agent for Service)
5228 Ameriprise Financial Center Minneapolis MN 55474
(Number and Street) (City) (State) (Zip Code)
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of the Registration Statement.
Title of Securities Being Registered: Common Stock
No filing fee is due because of reliance on Section 24(f) of the Investment
Company Act of 1940.
This Registration Statement shall hereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933. It is proposed that this filing will
become effective on Nov. 28, 2007.
Part A.
Part A is incorporated by reference to that filed in Registrant's
Pre-Effective Amendment No. 1 to Registration Statement No. 333-146692 on
or about November 26, 2007.
Part B.
Part B is incorporated by reference to that filed in Registrant's
Pre-Effective Amendment No. 1 to Registration Statement No. 333-146692 on
or about November 26, 2007.
PART C. OTHER INFORMATION
Item 15. Indemnification
The Articles of Incorporation of the registrant provide that the Fund shall
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that she or he is or was a director, officer, employee or
agent of the Fund, or is or was serving at the request of the Fund as a
director, officer, employee or agent of another company, partnership, joint
venture, trust or other enterprise, to any threatened, pending or completed
action, suit or proceeding, wherever brought, and the Fund may purchase
liability insurance and advance legal expenses, all to the fullest extent
permitted by the laws of the State of Minnesota, as now existing or hereafter
amended. The By-laws of the registrant provide that present or former directors
or officers of the Fund made or threatened to be made a party to or involved
(including as a witness) in an actual or threatened action, suit or proceeding
shall be indemnified by the Fund to the full extent authorized by the Minnesota
Business Corporation Act, all as more fully set forth in the By-laws filed as an
exhibit to this registration statement.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Any indemnification hereunder shall not be exclusive of any other rights of
indemnification to which the directors, officers, employees or agents might
otherwise be entitled. No indemnification shall be made in violation of the
Investment Company Act of 1940.
Any indemnification hereunder shall not be exclusive of any other rights of
indemnification to which the trustees, officers, employees or agents might
otherwise be entitled. No indemnification shall be made in violation of the
Investment Company Act of 1940.
Item 16. Exhibits
(1)(a) Articles of Incorporation, as amended November 10, 1988, filed as
Exhibit 1 to Post-Effective Amendment No. 38 to Registration Statement
No. 2-38355, are incorporated by reference.
(1)(b) Articles of Amendment, dated June 16, 1999, filed electronically as
Exhibit (a)(2) to Post-Effective Amendment No. 67 to Registration
Statement No. 2-38355, are incorporated by reference.
(1)(c) Articles of Amendment, dated November 14, 2002, filed electronically
Registration Statement No. 2-38355, are incorporated by reference.
(1)(d) Articles of Amendment, dated April 21, 2006, filed electronically on
or about Sept. 27, 2006 as Exhibit (a)(4) to Registrant's
Post-Effective Amendment No. 82 to Registration Statement No. 2-38355
are incorporated by reference.
(1)(e) Certificate of Designation, dated Nov. 28, 2006, filed electronically
on or about Sept. 26, 2007 as Exhibit (a)(5) to Registrant's
Post-Effective Amendment No. 84 to Registration Statement No. 2-38355
is incorporated by reference.
(2) By-laws, as amended January 11, 2001 filed electronically as Exhibit
(b) to Post-Effective Amendment No. 67 to Registration Statement No.
2-38355, are incorporated by reference.
(3) Not applicable.
(4) Form of Agreement and Plan of Reorganization is included as Exhibit A
to Part A of this Registration Statement.
(5) Not applicable.
(6) Investment Management Services Agreement, dated May 1, 2006, between
Registrant and RiverSource Investments, LLC filed electronically on or
about Sept. 27, 2006 as Exhibit (d) to Registrant's Post-Effective
Amendment No. 82 to Registration Statement No. 2-38355 is incorporated
by reference.
(7)(a) Distribution Agreement, effective Aug. 1, 2006, amended and restated
as of Sept. 11, 2007, between Registrant and RiverSource Distributors,
Inc. filed electronically on or about Oct. 30, 2007 as Exhibit (e)(2)
to RiverSource Diversified Income Series, Inc. Post-Effective
Amendment No. 63 to Registration Statement No. 2-51586 is incorporated
by reference.
(7)(b) Form of Service Agreement for RiverSource Distributors, Inc. and
RiverSource Service Corporation filed electronically on or about Aug.
27, 2007 as Exhibit (e)(3) to RiverSource Sector Series, Inc.
Post-Effective Amendment No. 39 to Registration Statement No. 33-20872
is incorporated by reference.
(7)(c) Form of RiverSource Funds Dealer Agreement filed electronically on or
about Aug. 27, 2007 as Exhibit (e)(4) to RiverSource Sector Series,
Inc. Post-Effective Amendment No. 39 to Registration Statement No.
33-20872 is incorporated by reference.
(8) Not applicable.
(9)(a) Custodian Agreement, dated Oct. 1, 2005, amended and restated as of
May 1, 2007, between Registrant and Ameriprise Trust Company filed
electronically on or about May 29, 2007 as Exhibit (g)(1) to
RiverSource Selected Series, Inc. Post-Effective Amendment No. 47 to
Registration Statement No. 2-93745 is incorporated by reference.
(9)(b) Custodian Agreement between American Express Trust Company and The
Bank of New York dated May 13, 1999, filed electronically as Exhibit
(g)(3) to AXP Precious Metals Fund, Inc. Post-Effective Amendment No.
33 to Registration Statement No. 2-93745, filed on or about May 25,
1999 is incorporated by reference.
(9)(c) Custodian Agreement First Amendment between American Express Trust
Company and The Bank of New York, dated Dec. 1, 2000, filed
electronically as Exhibit (g)(4) to AXP Precious Metals Fund, Inc.
Post-Effective Amendment No. 37 to Registration Statement No. 2-93745,
filed on or about May 28, 2002, is incorporated by reference.
(9)(d) Custodian Agreement Second Amendment between American Express Trust
Company and The Bank of New York, dated June 7, 2001, filed
electronically as Exhibit (g)(5) to AXP Precious Metals Fund, Inc.
Post-Effective Amendment No. 37 to Registration Statement No. 2-93745,
filed on or about May 28, 2002, is incorporated by reference.
(9)(e) Custodian Agreement Amendment between American Express Trust Company
and The Bank of New York, dated Jan. 31, 2002, filed electronically as
Exhibit (g)(6) to AXP Precious Metals Fund, Inc. Post-Effective
Amendment No. 37 to Registration Statement No. 2-93745, filed on or
about May 28, 2002, is incorporated by reference.
(9)(f) Custodian Agreement Amendment between American Express Trust Company
and The Bank of New York, dated April 29, 2003, filed electronically
as Exhibit (g)(8) to AXP Partners Series, Inc. Post-Effective
Amendment No. 7 to Registration Statement No. 333-57852, filed on or
about May 22, 2003, is incorporated by reference.
(10)(a) Plan and Agreement of Distribution, dated Aug. 1, 2006, amended and
restated as of Sept. 11, 2007, between Registrant and RiverSource
Distributors, Inc. filed electronically on or about Oct. 30, 2007 as
Exhibit (m)(2) to RiverSource Diversified Income Series, Inc.
Post-Effective Amendment No. 63 to Registration Statement No. 2-51568
is incorporated by reference.
(10)(b) Rule 18f - 3(d) Plan, amended and restated as of Sept. 11, 2007, filed
electronically on or about Oct. 30, 2007 as Exhibit (n) to RiverSource
Diversified Income Series, Inc. Post-Effective Amendment No. 63 to
Registration Statement No. 2-51568 is incorporated by reference.
(11) Opinion and consent of counsel as to the legality of the securities
being registered filed electronically on or about Nov. 26, 2007 as
Exhibit (11) to Registrant's Pre-Effective Amendment No. 1 to
Registration Statement No. 333-146692 is incorporated by reference.
(12) Tax opinion to be filed by Amendment.
(13)(a) Administrative Services Agreement, dated Oct. 1, 2005, amended and
restated as of Sept. 11, 2007, between Registrant and Ameriprise
Financial, Inc. filed electronically on or about Oct. 30, 2007 as
Exhibit (h)(1) to RiverSource Diversified Income Series, Inc.
Post-Effective Amendment No. 63 to Registration Statement No. 2-51586
is incorporated by reference.
(13)(b) Transfer Agency Agreement, dated Oct. 1, 2005, amended and restated as
of Sept. 11, 2007, between Registrant and RiverSource Service
Corporation filed electronically on or about Oct. 30, 2007 as Exhibit
(h)(2) to RiverSource Diversified Income Series, Inc. Post-Effective
Amendment No. 63 to Registration Statement No. 2-51586 is incorporated
by reference.
(13)(c) Master Plan Administration Services Agreement, dated Dec. 1, 2006,
amended and restated as of Sept. 11, 2007, between Registrant and
RiverSource Service Corporation filed electronically on or about Oct.
30, 2007 as Exhibit (h)(3) to RiverSource Diversified Income Series,
Inc. Post-Effective Amendment No. 63 to Registration Statement No.
2-51586 is incorporated by reference.
(13)(d) License Agreement, effective May 1, 2006, amended and restated as of
Sept. 11, 2007, between Ameriprise Financial, Inc. and RiverSource
Funds filed electronically on or about Oct. 30, 2007 as Exhibit (h)(7)
to RiverSource Diversified Income Series, Inc. Post-Effective
Amendment No. 63 to Registration Statement No. 2-51586 is incorporated
by reference.
(13)(e) Master Fee Cap/Fee Waiver Agreement, dated, Oct. 1, 2005, amended and
restated as of Sept. 11, 2007, between RiverSource Investments, LLC,
Ameriprise Financial, Inc., RiverSource Service Corporation,
Ameriprise Financial Services, Inc., RiverSource Distributors, Inc.
and the RiverSource Funds filed electronically on or about Oct. 30,
2007 as Exhibit (h)(8) to RiverSource Diversified Income Series, Inc.
Post-Effective Amendment No. 63 to Registration Statement No. 2-51586
is incorporated by reference.
(14)(a) Consent of Independent Registered Public Accounting Firm (Ernst &
Young LLP) for RiverSource Growth Fund, dated Nov. 20, 2007, filed
electronically on or about Nov. 26, 2007 as Exhibit (14)(a) to
Registrant's Pre-Effective Amendment No. 1 to Registration Statement
No. 333-146692 is incorporated by reference.
(14)(b) Consent of Independent Registered Public Accounting Firm (KPMG LLP)
for RiverSource Fundamental Growth Fund, dated Nov. 20, 2007, filed
electronically on or about Nov. 26, 2007 as
Exhibit (14)(b) to Registrant's Pre-Effective Amendment No. 1 to
Registration Statement No. 333-146692 is incorporated by reference.
(14)(c) Consent of Independent Registered Public Accounting Firm (KPMG LLP)
for RiverSource Growth Fund, dated Sept. 26, 2007, filed
electronically on or about Sept. 26, 2007 as Exhibit (j)(2) to
RiverSource Large Cap Series, Inc. Post-Effective Amendment No. 84 to
Registration Statement No. 2-38355 is incorporated by reference.
(15) Financial Statements: Not applicable.
(16) Directors Power of Attorney to sign this Registration Statement and
its amendments, dated Sept. 11, 2007, filed electronically on or about
Oct. 12, 2007 as Exhibit (16) to Registration Statement No. 333-146692
is incorporated by reference.
(17)(a) Code of Ethics adopted under Rule 17j-1 for Registrant filed
electronically on or about Aug. 27, 2007 as Exhibit (p)(1) to
RiverSource Sector Series, Inc. Post-Effective Amendment No. 39 to
Registration Statement No. 33-20872 is incorporated by reference.
(17)(b) Codes of Ethics adopted under Rule 17j-1 for Registrant's investment
adviser and Registrant's principal underwriter, dated Jan. 2007 and
April 2006, filed electronically on or about Jan. 26, 2007 as Exhibit
(p)(2) to RiverSource Equity Series, Inc. Post-Effective Amendment No.
103 to Registration Statement No. 2-13188 are incorporated by
reference.
(17)(c) Prospectus, dated July 30, 2007, for RiverSource Fundamental Growth
Fund filed electronically on or about Nov. 26, 2007 as Exhibit (17)(c)
to Registrant's Pre-Effective Amendment No. 1 to Registration
Statement No. 333-146692 is incorporated by reference.
(17)(d) Prospectus, dated Sept. 28, 2007, for RiverSource Growth Fund filed
electronically on or about Nov. 26, 2007 as Exhibit (17)(d) to
Registrant's Pre-Effective Amendment No. 1 to Registration Statement
No. 333-146692 is incorporated by reference.
(17)(e) Statement of Additional Information, dated Nov. 29, 2007, for
RiverSource Fundamental Growth Fund and RiverSource Growth Fund filed
electronically on or about Nov. 26, 2007 as Exhibit (17)(e) to
Registrant's Pre-Effective Amendment No. 1 to Registration Statement
No. 333-146692 is incorporated by reference.
(17)(f) Annual Report for the period ended May 31, 2007 for RiverSource
Fundamental Growth Fund filed electronically on or about Nov. 26, 2007
as Exhibit (17)(f) to Registrant's Pre-Effective Amendment No. 1 to
Registration Statement No. 333-146692 is incorporated by reference.
(17)(g) Annual Report for the period ended July 31, 2007 for RiverSource
Growth Fund filed electronically on or about Nov. 26, 2007 as Exhibit
(17)(g) to Registrant's Pre-Effective Amendment No. 1 to Registration
Statement No. 333-146692 is incorporated by reference.
Item 17. Undertakings.
(1) The undersigned registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is
a part of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act, the reoffering prospectus will contain the information
called for by the applicable registration form for the reofferings by
persons who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to
the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act,
each post-
effective amendment shall be deemed to be a new registration statement
for the securities offered therein, and the offering of the securities
at that time shall be deemed to be the initial bona fide offering of
them.
(3) The Registrant undertakes to file by Post-Effective Amendment an
Opinion of Counsel supporting the tax consequences of the proposed
reorganization within a reasonable time after receipt of such opinion.
SIGNATURES
As required by the Securities Act of 1933, as amended, this Amendment to the
Registration Statement has been signed on behalf of the Registrant, in the City
of Minneapolis, and State of Minnesota on the 28th day of Nov., 2007.
RIVERSOURCE LARGE CAP SERIES, INC.
By /s/ Patrick T. Bannigan
----------------------------------
Patrick T. Bannigan
President
By /s/ Jeffrey P. Fox
----------------------------------
Jeffrey P. Fox
Treasurer
As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities
indicated on the 28th day of Nov., 2007.
Signature Capacity
- --------- --------
/s/ Stephen R. Lewis, Jr.* Chair of the Board
- -------------------------------------
Stephen R. Lewis, Jr.
/s/ Kathleen A. Blatz* Director
- -------------------------------------
Kathleen A. Blatz
/s/ Arne H. Carlson* Director
- -------------------------------------
Arne H. Carlson
/s/ Pamela G. Carlton* Director
- -------------------------------------
Pamela G. Carlton
/s/ Patricia M. Flynn* Director
- -------------------------------------
Patricia M. Flynn
/s/ Anne P. Jones* Director
- -------------------------------------
Anne P. Jones
/s/ Jeffrey Laikind* Director
- -------------------------------------
Jeffrey Laikind
/s/ Catherine James Paglia* Director
- -------------------------------------
Catherine James Paglia
/s/ Alison Taunton-Rigby* Director
- -------------------------------------
Alison Taunton-Rigby
/s/ William F. Truscott* Director
- -------------------------------------
William F. Truscott
* Signed pursuant to Directors/Trustees Power of Attorney, dated Sept. 11,
2007, filed electronically on or about Oct. 12, 2007 as Exhibit (16) to
Registration Statement No. 333-146692, by:
/s/ Scott R. Plummer
- -------------------------------------
Scott R. Plummer