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. 1 (File No. 333-157525)
[ ] 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 April 17, 2009.
<Table>
<Caption>
RIVERSOURCE FUNDS SELIGMAN FUNDS
734 Ameriprise Financial Center 734 Ameriprise Financial Center
Minneapolis, Minnesota 55474 Minneapolis, Minnesota 55474
</Table>
NOTICE OF A JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 2, 2009
RIVERSOURCE LARGE CAP EQUITY FUND
SELIGMAN COMMON STOCK FUND, INC.
A Joint Special Meeting of Shareholders (the "Meeting") of each of the Selling
Funds listed above will be held at 10:00 a.m. CDT on June 2, 2009, at The
Marquette Hotel, 710 Marquette Avenue, Minneapolis, Minnesota 55402 in the
Minnesota River Room, on the Third floor. At the Meeting, shareholders will
consider the following proposals with respect to their Selling Fund:
To approve an Agreement and Plan of Reorganization by and among the Selling
Fund, the Buying Fund and RiverSource Investments, LLC (the "Agreement and
Plan of Reorganization").
The shareholders of each Selling Fund will vote separately on the relevant
proposal, as shown below.
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------
PROPOSAL SELLING FUND BUYING FUND
- -------------------------------------------------------------------------------------------------
1(a) RiverSource Large Cap Equity Fund
- ----------------------------------------------------- RiverSource Disciplined Equity Fund
1(b) Seligman Common Stock Fund, Inc.
- -------------------------------------------------------------------------------------------------
</Table>
Pursuant to the Agreement and Plan of Reorganization, each Selling Fund will
transfer all of its assets attributable to each class of its shares to the
Buying Fund in exchange for shares of the corresponding class of the Buying Fund
and the assumption by the Buying Fund of all of the liabilities of the Selling
Fund. The Buying Fund shares will be distributed proportionately to shareholders
of the relevant class of the Selling Fund.
Please take some time to read the combined proxy statement/prospectus. It
discusses these proposals in more detail. If you were a shareholder on April 3,
2009, you may vote at the Meeting or at any adjournment or postponement of the
Meeting. We hope you can attend the Meeting. Even if you plan to attend the
Meeting, please vote by telephone, internet or mail. Just follow the
instructions on the enclosed proxy card. If you have questions, please call toll
free at (866) 438-8932. It is important that you vote. The Board of Directors of
each Selling Fund recommends that you vote FOR the proposal applicable to it.
The combined proxy statement/prospectus is expected to be mailed to shareholders
on or about April 17, 2009.
By order of the Boards of Directors
-s- Scott R. Plummer
Scott R. Plummer, Secretary
April 17, 2009
RIVERSOURCE LARGE CAP EQUITY FUND
SELIGMAN COMMON STOCK FUND, INC.
COMBINED PROXY STATEMENT/PROSPECTUS
DATED APRIL 17, 2009
This document is a proxy statement for each Selling Fund (as defined below) and
a prospectus for the Buying Fund (as defined below). The address and telephone
number of each Selling Fund and the Buying Fund is 734 Ameriprise Financial
Center, Minneapolis, Minnesota 55474 and (888) 791-3380. The combined proxy
statement/prospectus and the enclosed proxy card are expected to be mailed to
shareholders ("shareholders" or "stockholders") on or about April 17, 2009. This
combined proxy statement/prospectus contains information you should know before
voting on the following proposals with respect to your Selling Fund (as
indicated below):
<Table>
<Caption>
TO BE VOTED ON
PROPOSAL BY SHAREHOLDERS OF:
- ---------------------------------------------------------------------------------------------------------------------
1(a). To approve the Agreement and Plan of Reorganization (the "Agreement") by RiverSource Large Cap Equity Fund
and among RiverSource Large Cap Equity Fund ("Large Cap Equity" or the
"Selling Fund") and Disciplined Equity Fund ("Disciplined Equity" or the
"Buying Fund"), each a series of RiverSource Large Cap Series, Inc., and
RiverSource Investments, LLC. Under this Agreement, the Selling Fund will
transfer all of its assets attributable to each class of its shares to
the Buying Fund, as indicated below, in exchange for shares of the
corresponding class of the Buying Fund and the assumption by the Buying
Fund of all of the liabilities of the Selling Fund. The Buying Fund
shares will be distributed proportionately to shareholders of the
relevant class of the Selling Fund.
SELLING FUND BUYING FUND
Class A Class A
Class B Class B
Class C Class C
Class I Class I
Class R2 Class R2
Class R3 Class R3
Class R4 Class R4
Class R5 Class R5
- ---------------------------------------------------------------------------------------------------------------------
1(b). To approve the Agreement and Plan of Reorganization (the "Agreement") by Seligman Common Stock Fund, Inc.
and among Seligman Common Stock Fund, Inc. ("Seligman Common Stock Fund"
or the "Selling Fund"), RiverSource Disciplined Equity Fund ("Disciplined
Equity" or the "Buying Fund"), a series of RiverSource Large Cap Series,
Inc., and RiverSource Investments, LLC. Under this Agreement, the Selling
Fund will transfer all of its assets attributable to each class of its
shares to the Buying Fund, as indicated below, in exchange for shares of
the corresponding class of the Buying Fund and the assumption by the
Buying Fund of all of the liabilities of the Selling Fund. The Buying
Fund shares will be distributed proportionately to shareholders of the
relevant class of the Selling Fund.
SELLING FUND BUYING FUND
Class A Class A
Class B Class B
Class C Class C
Class R* Class R2
Class I* Class R5
- ---------------------------------------------------------------------------------------------------------------------
</Table>
* Effective on or about June 13, 2009, the Class R and Class I shares of the
Seligman Fund will be redesignated as Class R2 and Class R5 shares,
respectively. However, for convenience of reference, this combined proxy
statement/prospectus refers to each class of shares by its designation as of
the date of this proxy statement/prospectus.
These proposals will be considered by shareholders of the Selling Funds at a
joint special meeting of such shareholders (the "Meeting") that will be held at
10:00 a.m. CDT on June 2, 2009, at The Marquette Hotel, 710 Marquette Avenue,
Minneapolis, Minnesota 55402 in the Minnesota River Room, on the Third floor.
Each of the Selling Funds and the Buying Fund (collectively, the "Funds") is a
registered open-end management investment company (or a series thereof). The
Selling Funds and the Buying Fund are part of the RiverSource Family of Funds,
which includes funds branded "RiverSource" as well as funds branded "Seligman."
Please read this combined proxy statement/prospectus and keep it for future
reference.
Although the Board of Directors of each Selling Fund (the "Board" or the "Board
of Directors") recommends that shareholders approve the reorganization of each
Selling Fund with the Buying Fund (each a "Reorganization"), the Reorganization
of each Selling Fund is not conditioned upon the Reorganization of the other
Selling Fund. Accordingly, if shareholders of one RiverSource Large Cap Equity
Fund approve its Reorganization, but shareholders of Seligman Common Stock Fund
do not approve that Selling Fund's Reorganization, it is expected that the
Reorganization of RiverSource Large Cap Equity Fund will take place as described
in this proxy statement/prospectus.
1
HOW EACH REORGANIZATION WILL WORK
- - Each Selling Fund will transfer all of its assets to the Buying Fund in
exchange for shares of the Buying Fund ("Reorganization Shares") and the
assumption by the Buying Fund of all of the Selling Fund's liabilities.
- - The Buying Fund will issue Reorganization Shares in an amount equal to the
value of the assets that it receives from the Selling Fund, less the
liabilities it assumes. The Reorganization Shares of each class will be
distributed to the Selling Fund's shareholders of the corresponding class in
proportion to their holdings in such class of the Selling Fund. For example,
holders of Class A shares of a Selling Fund will receive Class A shares of the
Buying Fund with the same aggregate net asset value as their Selling Fund
Class A shares at the time of the Reorganization. You will not pay any sales
charge in connection with this distribution of Reorganization Shares. If you
already have a Buying Fund account with the exact registration as the Selling
Fund account, shares distributed in the Reorganization are typically added to
that account. As a result, when average cost is calculated for federal income
tax purposes, the cost of the shares in the two accounts you owned will be
combined.
WHERE TO GET MORE INFORMATION
The following documents have been filed with the Securities and Exchange
Commission (the "SEC") and are incorporated into this proxy statement/prospectus
by reference:
- - the prospectus of RiverSource Large Cap Equity Fund, dated Sept. 29, 2008, as
supplemented to date;
- - the prospectus of Seligman Common Stock Fund, Inc., dated May 1, 2008, as
supplemented to date;
- - the Statement of Additional Information of RiverSource Large Cap Equity Fund,
dated April 1, 2009, as supplemented to date;
- - the Statement of Additional Information of Seligman Common Stock Fund, Inc.,
dated May 1, 2008, as supplemented to date;
- - the Statement of Additional Information relating to the Reorganizations, dated
April 17, 2009 (the "Reorganization SAI");
- - the Report of the Independent Registered Public Accounting Firm and the
audited financial statements included in the Annual Report to Shareholders of
RiverSource Disciplined Equity Fund, for the period ended July 31, 2008, and
the unaudited financial statements included in the Semiannual Report to
Shareholders of RiverSource Disciplined Equity Fund, for the period ended Jan.
31, 2009;
- - the Report of the Independent Registered Public Accounting Firm and the
audited financial statements included in the Annual Report to Shareholders of
RiverSource Large Cap Equity Fund, for the period ended July 31, 2008, and the
unaudited financial statements included in the Semiannual Report to
Shareholders of RiverSource Large Cap Equity Fund, for the period ended Jan.
31, 2009; and
- - the Report of the Independent Registered Public Accounting Firm and the
audited financial statements included in the Annual Report to Shareholders of
Seligman Common Stock Fund, Inc., for the period ended Dec. 31, 2008.
If the Reorganization is approved by shareholders at the meeting scheduled to be
held on June 2, 2009 and occurs prior to the required mailing date of the
shareholder report, any shareholder may request a copy free of charge of the
annual report for RiverSource Large Cap Equity Fund for the period ended July
31, 2009 by calling toll free at (888) 791-3380.
For a copy at no charge of any of the documents listed above and/or to ask
questions about this combined proxy statement/prospectus, please call your
Fund's solicitor toll free at (866) 438-8932.
Each of the Funds is subject to the information requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940 (the "1940 Act") and
files reports, proxy materials and other information with the SEC. These
reports, proxy materials and other information can be inspected and copied at
the Public Reference Room maintained by the SEC. Copies may be obtained, after
paying a duplicating fee, by electronic request at publicinfo@sec.gov, or by
writing to the Public Reference Section of the SEC, 100 F Street, N.E.,
Washington, D.C. 20549-0102. In addition, copies of these documents may be
viewed on-line or downloaded from the SEC's website at www.sec.gov.
Please note that the Funds are not bank deposits, are not federally insured, are
not endorsed by any bank or government agency and are not guaranteed to achieve
their investment objectives.
As with all mutual funds, the SEC has not approved or disapproved these
securities or passed on the adequacy of this combined proxy
statement/prospectus. Any representation to the contrary is a criminal offense.
2
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
SECTION A -- REORGANIZATION PROPOSALS............................................ 4
SUMMARY........................................................................ 4
How Each Reorganization Will Work............................................ 4
Tax Consequences............................................................. 4
Fees and Expenses............................................................ 5
Proposals 1(a) and (b). Reorganizations of Each of RiverSource Large Cap
Equity Fund and Seligman Common Stock Fund, Inc. into RiverSource
Disciplined Equity Fund.................................................. 5
PROPOSALS 1(A) AND 1(B). REORGANIZATIONS OF EACH OF RIVERSOURCE LARGE CAP
EQUITY FUND AND SELIGMAN COMMON STOCK FUND, INC. INTO RIVERSOURCE DISCIPLINED
EQUITY FUND.................................................................. 10
Comparison of Each Selling Fund and the Buying Fund.......................... 10
Comparison of Investment Objectives........................................ 10
Comparison of Principal Investment Strategies.............................. 10
Comparison of Fundamental Policies......................................... 11
Comparison of Nonfundamental Policies and Related Investment Strategies.... 13
Comparison of Principal Risk Factors....................................... 14
Performance................................................................ 15
ADDITIONAL INFORMATION ABOUT EACH REORGANIZATION............................... 20
Terms of the Reorganizations................................................. 20
Conditions to Closing Each Reorganization.................................... 20
Termination of the Agreement................................................. 20
Tax Status of the Reorganizations............................................ 20
Reasons for the Proposed Reorganizations and Board Deliberations............. 23
Board Determinations......................................................... 24
Board Recommendation and Required Vote....................................... 24
SECTION B -- PROXY VOTING AND SHAREHOLDER MEETING INFORMATION.................... 26
SECTION C -- CAPITALIZATION, OWNERSHIP OF FUND SHARES AND FINANCIAL HIGHLIGHTS... 28
Capitalization of Selling Funds and Buying Fund.............................. 28
Ownership of Selling Fund and Buying Fund Shares............................. 29
Financial Highlights......................................................... 32
EXHIBITS
A. Form of Agreement and Plan of Reorganization.................................. A.1
B. Minnesota Business Corporation Act Sections 302A.471 and 302A.473............. B.1
C. Additional Information Applicable to the Buying Fund.......................... C.1
D. Summary of Integration Related Changes........................................ D.1
E. Comparison of Organizational Documents........................................ E.1
F. RiverSource Family of Funds Privacy Notice................................... F.1
</Table>
3
SECTION A -- REORGANIZATION PROPOSALS
The following information describes each proposed Reorganization.
SUMMARY
This combined proxy statement/prospectus is being used by each Selling Fund to
solicit proxies to vote at a joint special meeting of shareholders. Shareholders
of each Selling Fund will consider a proposal to approve the Agreement and Plan
of Reorganization (the "Agreement") providing for the Reorganization of their
Selling Fund into the Buying Fund. The form of the Agreement is included as
Exhibit A.
The following is a summary. More complete information appears later in this
proxy statement/prospectus. You should read the entire proxy
statement/prospectus and the exhibits because they contain details that are not
included in the summary.
HOW EACH REORGANIZATION WILL WORK
- - Each Selling Fund will transfer all of its assets to the Buying Fund in
exchange for shares of the Buying Fund ("Reorganization Shares") and the
assumption by the Buying Fund of all of the Selling Fund's liabilities.
- - The Buying Fund will issue Reorganization Shares with an aggregate net asset
value equal to the aggregate value of the assets that it receives from the
corresponding Selling Fund, less the liabilities it assumes from the
corresponding Selling Fund. Reorganization Shares of each class of the Buying
Fund will be distributed to the shareholders of the corresponding class of the
corresponding Selling Fund in proportion to their holdings of such class of
such Selling Fund. For example, holders of Class A shares of a Selling Fund
will receive Class A shares of the Buying Fund with the same aggregate net
asset value as the aggregate net asset value of their Selling Fund Class A
shares at the time of the Reorganization. If you already have a Buying Fund
account with the exact registration as the Selling Fund account, shares
distributed in the Reorganization are typically added to that account. As a
result, when average cost is calculated for federal income tax purposes, the
cost of the shares in the two accounts you owned will be combined.
- - As part of the Reorganization of your Selling Fund, systematic transactions
(such as bank authorizations and systematic payouts) currently set up for your
Selling Fund account may be transferred to your new Buying Fund account.
Please contact your financial institution for additional details.
- - Neither the Selling Fund nor the shareholders of any Selling Fund will pay any
sales charge in connection with its Reorganization.
- - After a Reorganization is completed, Selling Fund shareholders will be
shareholders of the Buying Fund, and the Selling Fund will be dissolved.
TAX CONSEQUENCES
Each Reorganization is expected to be tax-free for federal income tax purposes
and will not take place unless the Selling Fund and the Buying Fund receive a
satisfactory opinion of tax counsel substantially to that effect. Accordingly,
no gain or loss is expected to be recognized by the Selling Fund or its
shareholders as a direct result of a Reorganization. Some or all of the
portfolio assets of a Selling Fund may be sold in connection with its
Reorganization. The actual tax impact of such sales will depend on the
difference between the price at which such portfolio assets are sold and the
Selling Fund's tax basis in such assets. Any net capital gains recognized in
these sales will be distributed to shareholders as capital-gain dividends (to
the extent of net realized long-term capital gains over net realized short-term
capital losses) and/or ordinary dividends (to the extent of net realized short-
term capital gains over net realized long-term capital losses) during or with
respect to the year of sale, and such distributions will be taxable to
shareholders. Additionally, because each Reorganization will end the tax year of
the applicable Selling Fund, it will accelerate distributions to shareholders
from the Selling Fund for its short tax year ending on the date of the
Reorganization. Those tax year-end distributions will be taxable, and will
include any capital gains resulting from portfolio turnover prior to the
Reorganization that were not previously distributed. At any time prior to a
Reorganization, a shareholder may redeem shares of a Selling Fund. This would
likely result in the recognition of gain or loss to the shareholder for federal
income tax purposes if the shareholder holds the shares in a taxable account.
The tax basis and holding period of the shareholders' Selling Fund shares are
expected to carry over to the shareholders' Reorganization Shares in the Buying
Fund.
For more information about the federal income tax consequences of the
Reorganizations, see the section entitled "Tax Status of the Reorganizations."
4
FEES AND EXPENSES
PROPOSALS 1(A) AND 1(B). REORGANIZATION OF EACH OF RIVERSOURCE LARGE CAP EQUITY
FUND AND SELIGMAN COMMON STOCK FUND, INC. INTO RIVERSOURCE DISCIPLINED EQUITY
FUND
The following tables describe the fees and expenses that you pay if you buy and
hold shares of a Selling Fund or shares of the Buying Fund. The tables also show
pro forma fees and expenses of the Buying Fund assuming the proposed
Reorganization relating to the Buying Fund had been effective at the beginning
of the most recent fiscal year. The tables reflect adjustments to fees and
expenses that were approved by the Board Jan. 8, 2009, a summary of which is
included in Exhibit D. The expenses shown in the tables do not include any one
time costs, including any expenses related to the Reorganizations that may be
borne by the Funds. See "Reasons for the Proposed Reorganizations and Board
Deliberations" for more information.
The tables have not been adjusted based on current net assets of the Funds,
which will vary throughout the year and from year to year. In general, the
annual operating expenses of a Fund will increase as the Fund's assets decrease.
Due to recent unprecedented market volatility, the current total annual fund
operating expenses listed for the Funds in the tables may be higher than the
expense information presented, which are as of the most recent fiscal year. To
the extent the investment manager and its affiliates have agreed to waive fees
or cap (reimburse) expenses, the impact of the market volatility on the total
annual (net) operating expenses in the current fiscal year will be limited.
ACTUAL AND PRO FORMA FUND EXPENSES FOR THE MOST RECENT FISCAL YEAR
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<Table>
<Caption>
CLASS I
CLASS R2
CLASS R3
CLASS R4
RIVERSOURCE LARGE CAP EQUITY FUND (ACTUAL) (SELLING FUND) CLASS A CLASS B CLASS C CLASS R5
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(b) 5% 1% None
</Table>
<Table>
<Caption>
CLASS R CLASS I
(TO BE (TO BE
KNOWN AS KNOWN AS
SELIGMAN COMMON STOCK FUND (ACTUAL) (SELLING FUND) CLASS A CLASS B CLASS C CLASS R2) CLASS R5)
Maximum sales charge (load) imposed on purchases
(as a percentage of offering price) 5.75%(a) None None None None
Maximum deferred sales charge (load) imposed on sales
(as a percentage of offering price at time of purchase) None(b) 5% 1% None(c) None
</Table>
<Table>
<Caption>
CLASS I
CLASS R2
CLASS R3
CLASS R4
RIVERSOURCE DISCIPLINED EQUITY FUND (ACTUAL) (BUYING FUND) CLASS A CLASS B CLASS C CLASS R5
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(b) 5% 1% None
</Table>
<Table>
<Caption>
CLASS I
CLASS R2
CLASS R3
CLASS R4
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED) CLASS A CLASS B CLASS C CLASS R5
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(b) 5% 1% None
</Table>
(a) This charge may be reduced depending on the total value of your investments
in the RiverSource Family of Funds. See Exhibit C "Sales Charges."
(b) A 1% contingent deferred sales charge ("CDSC") may be assessed on Class A
shares purchased without an initial sales charge and sold within 18 months
after purchase. See Exhibit C "Sales Charges."
(c) Effective on or about June 13, 2009, the 1% CDSC will be eliminated on Class
R (to be known as Class R2).
5
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS:
<Table>
<Caption>
RIVERSOURCE LARGE CAP EQUITY FUND
(ACTUAL) (SELLING FUND) CLASS A CLASS B CLASS C CLASS I CLASS R2 CLASS R3 CLASS R4 CLASS R5
Management fees(a)* 0.47% 0.47% 0.47% 0.47% 0.47% 0.47% 0.47% 0.47%
Distribution and/or service (12b-1)
fees 0.25% 1.00% 1.00% 0.00% 0.50% 0.25% 0.00% 0.00%
Other expenses(b) 0.31% 0.32% 0.32% 0.10% 0.42% 0.42% 0.40% 0.20%
Total annual fund operating expenses 1.03% 1.79% 1.79% 0.57% 1.39% 1.14% 0.87% 0.67%
Fee waiver/expense reimbursement 0.07% 0.06% 0.07% 0.03% 0.05% 0.05% 0.05% 0.08%
Total annual (net) fund operating
expenses(c) 0.96% 1.73% 1.72% 0.54% 1.34% 1.09% 0.82% 0.59%
Acquired fund fees and expenses(d) 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% 0.02% 0.02%
Total fund and acquired fund fees and
expenses(d) 0.98% 1.75% 1.74% 0.56% 1.36% 1.11% 0.84% 0.61%
<Caption>
CLASS R CLASS I
(TO BE (TO BE
SELIGMAN COMMON STOCK FUND (ACTUAL) KNOWN AS KNOWN AS
(SELLING FUND) CLASS A CLASS B CLASS C CLASS R2) CLASS R5)
Management fees 0.65% 0.65% 0.65% 0.65% 0.65%
Distribution and/or service (12b-1)
fees 0.24% 1.00% 1.00% 0.50% 0.00%
Other expenses(e) 0.37% 0.39% 0.39% 0.49% 0.24%
Total annual fund operating expenses 1.26% 2.04% 2.04% 1.64% 0.89%
<Caption>
RIVERSOURCE DISCIPLINED EQUITY FUND
(ACTUAL) (BUYING FUND) CLASS A CLASS B CLASS C CLASS I CLASS R2 CLASS R3 CLASS R4 CLASS R5
Management fees(f)* 0.53% 0.53% 0.53% 0.53% 0.53% 0.53% 0.53% 0.53%
Distribution and/or service (12b-1)
fees 0.25% 1.00% 1.00% 0.00% 0.50% 0.25% 0.00% 0.00%
Other expenses(g) 0.18% 0.19% 0.19% 0.08% 0.38% 0.37% 0.38% 0.13%
Total annual fund operating expenses 0.96% 1.72% 1.72% 0.61% 1.41% 1.15% 0.91% 0.66%
Fee waiver/expense reimbursement 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.07% 0.00%
Total annual (net) fund operating
expenses(h) 0.96% 1.72% 1.72% 0.61% 1.41% 1.15% 0.84% 0.66%
<Caption>
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO
FORMA COMBINED, ASSUMING REORGANIZATION
OF ONLY RIVERSOURCE LARGE CAP EQUITY
FUND IS CONSUMMATED) CLASS A CLASS B CLASS C CLASS I CLASS R2 CLASS R3 CLASS R4 CLASS R5
Management fees(f)* 0.49% 0.49% 0.49% 0.49% 0.49% 0.49% 0.49% 0.49%
Distribution and/or service (12b-1)
fees 0.25% 1.00% 1.00% 0.00% 0.50% 0.25% 0.00% 0.00%
Other expenses(g) 0.25% 0.26% 0.25% 0.07% 0.37% 0.37% 0.37% 0.12%
Total annual fund operating expenses 0.99% 1.75% 1.74% 0.56% 1.36% 1.11% 0.86% 0.61%
Fee waiver/expense reimbursement 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.02% 0.00%
Total annual (net) fund operating
expenses(h) 0.99% 1.75% 1.74% 0.56% 1.36% 1.11% 0.84% 0.61%
<Caption>
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO
FORMA COMBINED, ASSUMING REORGANIZATION
OF ONLY SELIGMAN COMMON STOCK FUND IS
CONSUMMATED) CLASS A CLASS B CLASS C CLASS R2 CLASS R5
Management fees(f)* 0.53% 0.53% 0.53% 0.53% 0.53%
Distribution and/or service (12b-1)
fees 0.25% 1.00% 1.00% 0.50% 0.00%
Other expenses(g) 0.17% 0.18% 0.19% 0.38% 0.13%
Total annual fund operating expenses(h) 0.95% 1.71% 1.72% 1.41% 0.66%
<Caption>
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO
FORMA COMBINED, ASSUMING REORGANIZATIONS
OF RIVERSOURCE LARGE CAP EQUITY FUND AND
SELIGMAN COMMON STOCK FUND ARE
CONSUMMATED) CLASS A CLASS B CLASS C CLASS I CLASS R2 CLASS R3 CLASS R4 CLASS R5
Management fees(f)* 0.49% 0.49% 0.49% 0.49% 0.49% 0.49% 0.49% 0.49%
Distribution and/or service (12b-1)
fees 0.25% 1.00% 1.00% 0.00% 0.50% 0.25% 0.00% 0.00%
Other expenses(g) 0.24% 0.26% 0.25% 0.07% 0.37% 0.37% 0.37% 0.12%
Total annual fund operating expenses 0.98% 1.75% 1.74% 0.56% 1.36% 1.11% 0.86% 0.61%
Fee waiver/expense reimbursement 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.02% 0.00%
Total annual (net) fund operating
expenses(h) 0.98% 1.75% 1.74% 0.56% 1.36% 1.11% 0.84% 0.61%
</Table>
(a) Includes the impact of a performance incentive adjustment fee that decreased
the management fee by 0.08% for the most recent fiscal year. The index
against which RiverSource Large Cap Equity Fund's performance is measured
for purposes of determining the performance incentive adjustment is the
Lipper Large-Cap Core Funds Index.
6
(b) Other expenses include an administrative services fee, a transfer agency fee
(for all classes except Class I), a custody fee, other nonadvisory expenses
and a plan administration services fee (for Class R2, Class R3 and Class
R4), and have been adjusted to reflect the impact of a new per account
transfer agency fee (Class A, Class B, and Class C direct at fund accounts
only), effective on or about June 13, 2009.
(c) The investment manager and its affiliates have contractually agreed to waive
certain fees and to absorb certain expenses until July 31, 2009, unless
sooner terminated at the discretion of RiverSource Large Cap Equity 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 1.04% for Class A, 1.81% for Class B, 1.80% for Class C, 0.62%
for Class I, 1.42% for Class R2, 1.17% for Class R3, 0.90% for Class R4 and
0.67% for Class R5.
(d) In addition to the RiverSource Large Cap Equity Fund's total annual
operating expenses that the Fund bears directly, the Fund's shareholders
indirectly bear the expenses of the acquired funds (affiliated and
unaffiliated funds) in which the Fund invests. The Fund's "Acquired fund
fees and expenses," based on its investment in the acquired funds, is as
shown.
(e) Effective on or about June 13, 2009, Class R will be redesignated Class R2,
Class I will be redesignated Class R5, a new transfer agent agreement, and a
new plan administration services agreement (Class R2 only), will be in
effect with new fee structures. Other expenses include the transfer agency
fee, custody fee, other nonadvisory expenses and a plan administrative
services fee (Class R2 only). 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. The impact of
these acquired funds fees and expenses, if any, for the most recent fiscal
period was less than 0.01%. 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.
(f) Includes the impact of a performance incentive adjustment fee that decreased
the management fee by 0.04% for the most recent fiscal year. The index
against which RiverSource Disciplined Equity Fund's performance is measured
for purposes of determining the performance incentive adjustment is the
Lipper Large-Cap Core Funds Index.
(g) Other expenses include an administrative services fee, a transfer agency fee
(for all classes except Class I), a custody fee, other nonadvisory expenses,
a plan administration services fee (for Class R2, Class R3 and Class R4),
and have been adjusted to reflect the impact of a new per account transfer
agency fee (Class A, Class B, and Class C direct at fund accounts only),
effective on or about June 13, 2009. 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. The impact of
these acquired funds fees and expenses, if any, for the most recent fiscal
period was less than 0.01%. 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.
(h) The investment manager and its affiliates have contractually agreed to waive
certain fees and to absorb certain expenses until July 31, 2009, unless
sooner terminated at the discretion of RiverSource Disciplined Equity 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 1.05% for Class A, 1.81% for Class B, 1.81% for Class C, 0.72%
for Class I, 1.52% for Class R2, 1.27% for Class R3, 0.88% for Class R4 and
0.77% for Class R5.
* The performance incentive adjustment for RiverSource Large Cap Equity Fund
and RiverSource Disciplined Equity Fund are structured identically and are
computed by comparing each Fund's performance to the performance of an index
of comparable funds published by Lipper Inc., as noted above. The maximum
adjustment (increase or decrease) is 0.12% of the average net assets on an
annual basis. The adjustment is determined by measuring the percentage
differences over a rolling 12-month period between the performance of the
Fund and the change in the designated Lipper index. Additional information
on the calculation methodology is set forth in the Reorganization SAI.
EXPENSE EXAMPLES: These examples are intended to help you compare the cost of
investing in the Funds with the cost of investing in other mutual funds. These
examples assume that you invest $10,000 in the applicable Fund for the time
periods indicated and then redeem all of your shares at the end of those
periods, both under the current arrangements and, for the Buying Fund, assuming
the proposed Reorganization or Reorganizations had been in effect. 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>
RIVERSOURCE LARGE CAP EQUITY FUND (ACTUAL) (SELLING FUND) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Class A(a) $669 $884 $1,116 $1,782
Class B $678(b) $864(b) $1,175(b)$1,926(c)
Class C $277(b) $563 $ 975 $2,126
Class I $ 57 $186 $ 327 $ 738
Class R2 $138 $442 $ 767 $1,692
Class R3 $113 $364 $ 634 $1,409
Class R4 $ 86 $279 $ 489 $1,096
Class R5 $ 62 $213 $ 377 $ 855
</Table>
<Table>
<Caption>
SELIGMAN COMMON STOCK FUND (ACTUAL) (SELLING FUND) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Class A(a) $696 $952 $1,228 $2,015
Class B $707(b) $940(b) $1,299(b)$2,173(c)
Class C $307(b) $640 $1,099 $2,374
Class R (to be known as Class R2) $167 $518 $ 893 $1,949
Class I (to be known as Class R5) $ 91 $284 $ 494 $1,100
</Table>
7
<Table>
<Caption>
RIVERSOURCE DISCIPLINED EQUITY FUND (ACTUAL) (BUYING FUND) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Class A(a) $667 $863 $1,076 $1,690
Class B $675(b) $842(b) $1,134(b)$1,833(c)
Class C $275(b) $542 $ 934 $2,035
Class I $ 62 $196 $ 341 $ 766
Class R2 $144 $447 $ 772 $1,696
Class R3 $117 $366 $ 634 $1,402
Class R4 $ 86 $283 $ 498 $1,118
Class R5 $ 67 $211 $ 368 $ 826
</Table>
<Table>
<Caption>
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED,
ASSUMING REORGANIZATION
OF ONLY RIVERSOURCE LARGE CAP EQUITY FUND IS CONSUMMATED) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Class A(a) $670 $872 $1,091 $1,723
Class B $678(b) $851(b) $1,150(b)$1,866(c)
Class C $277(b) $548 $ 945 $2,057
Class I $ 57 $180 $ 313 $ 705
Class R2 $138 $431 $ 746 $1,640
Class R3 $113 $353 $ 612 $1,356
Class R4 $ 86 $273 $ 476 $1,063
Class R5 $ 62 $196 $ 341 $ 766
</Table>
<Table>
<Caption>
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED,
ASSUMING REORGANIZATION
OF ONLY SELIGMAN COMMON STOCK FUND IS CONSUMMATED) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Class A(a) $666 $861 $1,071 $1,679
Class B $674(b) $839(b) $1,129(b)$1,822(c)
Class C $275(b) $542 $ 934 $2,035
Class R2 $144 $447 $ 772 $1,696
Class R5 $ 67 $211 $ 368 $ 826
</Table>
<Table>
<Caption>
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED,
ASSUMING REORGANIZATIONS
OF RIVERSOURCE LARGE CAP EQUITY FUND AND SELIGMAN COMMON STOCK
FUND ARE CONSUMMATED) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Class A(a) $669 $869 $1,086 $1,712
Class B $678(b) $851(b) $1,150(b)$1,863(c)
Class C $277(b) $548 $ 945 $2,057
Class I $ 57 $180 $ 313 $ 705
Class R2 $138 $431 $ 746 $1,640
Class R3 $113 $353 $ 612 $1,356
Class R4 $ 86 $273 $ 476 $1,063
Class R5 $ 62 $196 $ 341 $ 766
</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.
If you owned or will own any class of shares other than Class B or Class C you
would pay the same costs shown in the tables above if you did not redeem your
shares at the end of the periods indicated. If you owned or will own Class B or
Class C shares, you would pay the following costs if you did not redeem your
shares at the end of the periods indicated, which may be different than the
costs shown in the tables above.
<Table>
<Caption>
RIVERSOURCE LARGE CAP EQUITY FUND (ACTUAL) (SELLING FUND) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Class B $178 $564 $975 $1,926(a)
Class C $177 $563 $975 $2,126
</Table>
<Table>
<Caption>
SELIGMAN COMMON STOCK FUND (ACTUAL) (SELLING FUND) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Class B $207 $640 $1,099 $2,175(a)
Class C $207 $640 $1,099 $2,374
</Table>
<Table>
<Caption>
RIVERSOURCE DISCIPLINED EQUITY FUND (ACTUAL) (BUYING FUND) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Class B $175 $542 $934 $1,833(a)
Class C $175 $542 $934 $2,035
</Table>
8
<Table>
<Caption>
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED,
ASSUMING REORGANIZATION
OF ONLY RIVERSOURCE LARGE CAP EQUITY IS CONSUMMATED) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Class B $178 $551 $950 $1,866(a)
Class C $177 $548 $945 $2,057
</Table>
<Table>
<Caption>
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED,
ASSUMING REORGANIZATION
OF ONLY SELIGMAN COMMON STOCK FUND IS CONSUMMATED) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Class B $174 $539 $929 $1,822(a)
Class C $175 $542 $934 $2,035
</Table>
<Table>
<Caption>
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA COMBINED,
ASSUMING REORGANIZATIONS
OF RIVERSOURCE LARGE CAP EQUITY FUND AND SELIGMAN COMMON STOCK
FUND ARE CONSUMMATED) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Class B $178 $551 $950 $1,863(a)
Class C $177 $548 $945 $2,057
</Table>
(a) Based on conversion of Class B shares to Class A shares in the ninth year of
ownership.
9
PROPOSALS 1(A) AND 1(B). REORGANIZATIONS OF EACH OF RIVERSOURCE LARGE CAP EQUITY
FUND AND SELIGMAN COMMON STOCK FUND, INC. INTO RIVERSOURCE DISCIPLINED EQUITY
FUND
COMPARISON OF EACH SELLING FUND AND THE BUYING FUND
COMPARISON OF INVESTMENT OBJECTIVES
Each Fund seeks capital appreciation, but Seligman Common Stock Fund, Inc.
("Seligman Common Stock Fund" or "Seligman Selling Fund") also seeks current
income. Because any investment involves risk, there is no assurance these
objectives can be achieved. Only shareholders can change the Fund's objective.
The investment objectives for the Funds are as follows:
SELLING FUND: RiverSource Large Cap Equity Fund (the "RiverSource
Selling Fund") seeks to provide shareholders with long-
term capital growth.
SELLING FUND: The Seligman Selling Fund seeks total return through a
combination of capital appreciation and current income.
BUYING FUND: RiverSource Disciplined Equity Fund (the "Buying Fund")
seeks to provide shareholders with long-term capital
growth.
COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
Each Fund invests predominantly in equity securities of large cap companies;
however, the RiverSource Selling Fund and the Buying Fund generally emphasize
investments in large cap companies to a greater extent than does the Seligman
Selling Fund. The Seligman Selling Fund seeks income consistent with the
Standard and Poor's 500 Composite Stock Price Index ("S&P 500 Index"), while the
Buying Fund and the RiverSource Selling Fund have no similar goal. The
RiverSource Selling Fund and the Buying Fund both invest at least 80% of their
respective net assets in companies with market capitalizations greater than $5
billion at the time of purchase. The Seligman Selling Fund may invest up to 10%
of its assets in foreign securities; however, this restriction excludes American
Depositary Receipts ("ADRs"), so the actual percentage the Seligman Selling Fund
invests both directly in foreign securities and indirectly in ADRs may exceed
10%. The RiverSource Selling Fund and the Buying Fund each may invest up to 25%
of assets in foreign investments, and count ADRs towards the 25% limit.
Detailed strategies for the Selling Funds and the Buying Fund are set forth
below. The RiverSource Selling Fund and the Buying Fund share identical
principal investment strategies.
<Table>
<Caption>
RIVERSOURCE LARGE CAP EQUITY FUND
(RIVERSOURCE SELLING FUND)
SELIGMAN COMMON STOCK FUND RIVERSOURCE DISCIPLINED EQUITY FUND
(SELIGMAN SELLING FUND) (BUYING FUND)
- ------------------------------------------------------------------------------------------------
Generally, the Fund invests at least 80% of Under normal market conditions, at least 80%
its net assets in common stocks that are of each Fund's net assets are invested in
broadly diversified among a number of equity securities of companies listed with
industries. The Fund usually invests in the market capitalizations greater than $5 billion
common stock of larger U.S. companies (e.g., at the time of purchase, except that the
companies with market capitalizations over $3 Buying Fund further limits this strategy to
billion at the time of initial investment); companies listed on U.S. exchanges. The Funds
however, it may invest in companies of any will provide shareholders with at least 60
size. The Fund may also invest in fixed-income days' notice of any change in the 80% policy.
securities and cash equivalents.
The investment manager may use derivatives
The Fund seeks to produce a level of current such as futures, options, swaps and forward
income consistent with its primary benchmark, contracts to produce incremental earnings, to
the S&P 500 Index. This allows for variations hedge existing positions, maintain investment
over time in the level of current income efficiency or to increase flexibility.
produced by the Fund.
The Fund may purchase ADRs, which are publicly
traded instruments generally issued by
domestic banks or trust companies that
represent a security of a foreign issuer. The
Fund may invest up to 15% of its net assets in
illiquid securities (i.e., securities that
cannot be readily sold) and may invest up to
10% of its total assets directly in foreign
securities. The limit on foreign securities
does not include ADRs, or commercial paper and
certificates of deposit issued by foreign
banks.
The Fund may also invest up to 10% of its
assets in exchange-traded funds (ETFs). ETFs
are traded, like individual stocks, on an
exchange, but they represent baskets of
securities that seek to track the performance
of certain indices. The indices include not
only broad-market indices but more specific
indices as well, including those relating to
particular sectors, countries and regions. The
Fund may invest in ETFs for short-term cash
management purposes or as part of its overall
investment strategy.
- ------------------------------------------------------------------------------------------------
</Table>
10
In addition to the principal investment strategies set forth above, each Fund
also has the following principal investment strategies:
The investment manager will choose equity investments by employing proprietary,
disciplined quantitative methods. The investment manager's disciplined
quantitative approach is designed to identify companies with:
- - Attractive valuations, based on factors such as price-to-earnings ratios;
- - Sound balance sheets; or
- - Improving outlooks, based on an analysis of return patterns over time.
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 company does not meet the investment manager's performance expectations.
The universe of stocks from which the investment manager selects the Funds'
investments primarily will be those included in the Funds' benchmark, the S&P
500 Index.
In selecting stocks for the Funds to purchase or to sell, the investment manager
employs a rigorous process to evaluate the relationship between the risk
associated with each security and its potential for positive returns. This
process includes factors such as:
- - Limits on positions relative to weightings in the benchmark index.
- - Limits on sector and industry allocations relative to the benchmark index.
- - Limits on size of holdings relative to market liquidity.
COMPARISON OF FUNDAMENTAL POLICIES
If the Reorganizations occur, the combined Fund will be subject to the
fundamental investment policies of the Buying Fund. RiverSource Investments does
not believe that the differences between the fundamental investment policies of
the Funds result in any material difference in the way the Funds have been
managed or in the way the combined Fund will be managed.
For purposes of this discussion, a "fundamental" investment policy is one that
may not be changed without a shareholder vote. The RiverSource Selling Fund and
the Buying Fund have identical fundamental investment policies. The Funds'
fundamental investment policies are set forth below:
<Table>
<Caption>
RIVERSOURCE LARGE CAP EQUITY FUND
(RIVERSOURCE SELLING FUND)
SELIGMAN COMMON STOCK FUND RIVERSOURCE DISCIPLINED EQUITY FUND
POLICY (SELIGMAN SELLING FUND) (BUYING FUND)
- ---------------------------------------------------------------------------------------------------------
UNDERWRITING The Fund may not underwrite the Each Fund will not act as an underwriter
securities of other issuers, except (sell securities for others). However,
insofar as the Fund may be deemed an under the securities laws, the Funds may
underwriter under the 1933 Act (the "1933 be deemed to be an underwriter when it
Act"), as amended, in disposing of a purchases securities directly from the
portfolio security or in connection with issuer and later resells them.
investments in other investment
companies.
- ---------------------------------------------------------------------------------------------------------
LENDING The Fund may not make loans, except as Each Fund will not lend securities or
permitted by the 1940 Act or any rule participate in an interfund lending
thereunder, any SEC or SEC staff program if the total of all such loans
interpretations thereof or any exemptions would exceed 33 1/3% of the Fund's total
therefrom which may be granted by the assets except this fundamental investment
SEC. policy shall not prohibit the Fund from
purchasing money market securities,
loans, loan participation or other debt
securities, or from entering into
repurchase agreements.
- ---------------------------------------------------------------------------------------------------------
BORROWING The Fund may not borrow money, except as Each Fund will not borrow money, except
MONEY permitted by the 1940 Act or any rule for temporary purposes (not for
thereunder, any SEC or SEC staff leveraging or investment) in an amount
interpretations thereof or any exemptions not exceeding 33 1/3% of its total assets
therefrom which may be granted by the (including the amount borrowed) less
SEC. liabilities (other than borrowings)
immediately after the borrowings.
- ---------------------------------------------------------------------------------------------------------
ISSUING SENIOR The Fund may not issue senior securities Each Fund will not issue senior
SECURITIES except as permitted by the 1940 Act or securities, except as permitted under the
any rule thereunder, any SEC or SEC staff 1940 Act, the rules and regulations
interpretations thereof or any exemptions thereunder and any applicable exemptive
therefrom which may be granted by the relief.
SEC.
- ---------------------------------------------------------------------------------------------------------
</Table>
11
<Table>
<Caption>
RIVERSOURCE LARGE CAP EQUITY FUND
(RIVERSOURCE SELLING FUND)
SELIGMAN COMMON STOCK FUND RIVERSOURCE DISCIPLINED EQUITY FUND
POLICY (SELIGMAN SELLING FUND) (BUYING FUND)
- ---------------------------------------------------------------------------------------------------------
REAL ESTATE The Fund may not purchase or hold any Each Fund will not buy or sell real
real estate, except the Fund may invest estate, unless acquired as a result of
in securities secured by real estate or ownership of securities or other
interests therein or issued by persons instruments, except this shall not
(including real estate investment trusts prevent a Fund from investing in
("REITs")) which deal in real estate or securities or other instruments backed by
interests therein. real estate or securities of companies
engaged in the real estate business or
REITs. For purposes of this policy, real
estate includes real estate limited
partnerships.
- ---------------------------------------------------------------------------------------------------------
COMMODITIES The Fund may not purchase or sell Each Fund will not buy or sell physical
commodities or commodity contracts, commodities unless acquired as a result
except to the extent permissible under of ownership of securities or other
applicable law and interpretations, as instruments, except this shall not
they may be amended from time to time. prevent a Fund from buying or selling
options and futures contracts or from
investing in securities or other
instruments backed by, or whose value is
derived from, physical commodities.
- ---------------------------------------------------------------------------------------------------------
INDUSTRY The Fund may not invest 25% or more of Each Fund will not concentrate in any one
CONCENTRATION its total assets, at market value, in the industry. According to the present
securities of issuers in any particular interpretation by the SEC, this means
industry; however, this limitation that up to 25% of a Fund's total assets,
excludes securities issued or guaranteed based on current market value at time of
by the U.S. government or any of its purchase, can be invested in any one
agencies or instrumentalities. industry.
- ---------------------------------------------------------------------------------------------------------
DIVERSIFICATION The Fund may not make any investment Each Fund will not invest more than 5% of
inconsistent with the Fund's their total assets in securities of any
classification as a diversified company company, government, or political
under the 1940 Act. subdivision thereof, except the
limitation will not apply to investments
in securities issued or guaranteed by the
U.S. government, its agencies, or
instrumentalities, or other investment
companies, and except that up to 25% of a
Fund's total assets may be invested
without regard to this 5% limitation.
Each Fund will not purchase more than 10%
of the outstanding voting securities of
an issuer, except that up to 25% of a
Fund's assets may be invested without
regard to this 10% limitation.
- ---------------------------------------------------------------------------------------------------------
MARGIN The Fund may not purchase securities on No fundamental policy.
margin except as permitted by the 1940
Act or any rule thereunder, any SEC or
SEC staff interpretations thereof or any
exemptions therefrom which may be granted
by the SEC.
- ---------------------------------------------------------------------------------------------------------
REPURCHASE The Fund will not enter into repurchase No fundamental policy, see fundamental
AGREEMENTS agreements of more than one week's policy with respect to lending above.
duration if more than 10% of its net
assets would be so invested.
- ---------------------------------------------------------------------------------------------------------
DEALINGS WITH The Fund may not purchase or retain the No fundamental policy.
DIRECTORS AND securities of any issuer (other than the
OFFICERS shares of the Fund), if to its knowledge,
those directors and officers of the Fund
individually owning beneficially more
than 1/2 of 1% of the outstanding
securities of such, together own
beneficially more than 5% of such
securities. The Fund also may not deal
with its directors or officers, or firms
they are associated with, in the purchase
or sale of securities of other issuers,
except as broker.
- ---------------------------------------------------------------------------------------------------------
</Table>
12
COMPARISON OF NONFUNDAMENTAL POLICIES AND RELATED INVESTMENT STRATEGIES
If the Reorganization occurs, the combined Fund will be subject to the
nonfundamental investment policies of the Buying Fund. RiverSource Investments
does not believe that the differences between the nonfundamental policies of the
Funds result in any material differences in the way the Funds have been managed
or in the way the combined Fund will be managed.
The following highlights the differences in the Funds' nonfundamental investment
policies (policies that may be changed without a shareholder vote) and related
investment strategies. The RiverSource Selling Fund and the Buying Fund have the
same nonfundamental policies.
<Table>
<Caption>
RIVERSOURCE LARGE CAP EQUITY FUND
(RIVERSOURCE SELLING FUND)
SELIGMAN COMMON STOCK FUND RIVERSOURCE DISCIPLINED EQUITY FUND
POLICY (SELLING FUND) (BUYING FUND)
- ---------------------------------------------------------------------------------------------------------
FUND The Fund may not borrow more than 15% of Not applicable, see the fundamental
BORROWING the value of its assets. investment policy above.
RESTRICTIONS
- ---------------------------------------------------------------------------------------------------------
SECURITIES OF The Fund may not acquire any securities of Not applicable.
OPEN-END a registered open-end investment company
INVESTMENT or a registered unit investment trust in
COMPANIES reliance on subparagraph (F) or
subparagraph (G) of Section 12(d)(1) of
the 1940 Act.
- ---------------------------------------------------------------------------------------------------------
FOREIGN The Fund may invest up to 10% of its total Up to 25% of each Fund's net assets may be
INVESTMENTS assets directly in foreign securities. The invested in foreign investments (including
limit on foreign securities does not ADRs).
include ADRs, or commercial paper and
certificates of deposit issued by foreign
banks.
- ---------------------------------------------------------------------------------------------------------
INVESTMENTS The Fund may not invest for the purpose of Not applicable, other than as otherwise
TO CONTROL OR controlling or managing any company. permitted by the 1940 Act.
MANAGE
- ---------------------------------------------------------------------------------------------------------
EXCHANGE The Fund may invest up to 10% of its Investing in exchange-traded funds (ETFs)
TRADED assets in ETFs. is an allowable investment strategy for
FUNDS the Fund, however, the Fund does not have
a stated policy limiting these types of
investments, other than as otherwise
permitted by the 1940 Act.
- ---------------------------------------------------------------------------------------------------------
COMMODITIES The Fund may purchase and sell commodities See fundamental policy above.
and commodity contracts only to the extent
that such activities do not result in the
Fund being a "commodity pool" as defined
in the Commodity Exchange Act and the
Commodity Futures Trading Commission's
regulations and interpretations
thereunder. Approval of the Board of
Directors must be granted for a Fund to
invest in any new type of commodity if it
is of a type the Fund has not previously
utilized.
- ---------------------------------------------------------------------------------------------------------
DERIVATIVES The Fund will invest in derivatives only The Fund may invest in derivatives to the
for hedging or investment purposes. The extent permitted by its investment
Fund will not invest in derivatives for strategy.
speculative purposes, which means where
the derivative investment exposes the Fund
to undue risk of loss, such as where the
risk of loss is greater than the cost of
the investment.
- ---------------------------------------------------------------------------------------------------------
WARRANTS No more than 2% of net assets of the Fund Investing in warrants is an allowable
may be invested in warrants not listed on investment strategy for the Fund.
the New York or American Stock Exchanges.
- ---------------------------------------------------------------------------------------------------------
SHORT SALES The Fund may sell securities short The Fund is not prohibited from engaging
"against-the-box." A short sale "against- in short sales as an investment strategy,
the-box" is a short sale in which the Fund however, the Fund will seek Board approval
owns an equal amount of the securities prior to utilizing short sales as an
sold short (or securities convertible into active part of its investment strategy.
or exchangeable for the securities sold
short) without payment of further
consideration for securities of the same
issuer as, and equal in amount to, the
securities sold short.
- ---------------------------------------------------------------------------------------------------------
</Table>
13
<Table>
<Caption>
RIVERSOURCE LARGE CAP EQUITY FUND
(RIVERSOURCE SELLING FUND)
SELIGMAN COMMON STOCK FUND RIVERSOURCE DISCIPLINED EQUITY FUND
POLICY (SELLING FUND) (BUYING FUND)
- ---------------------------------------------------------------------------------------------------------
PREFERRED The Fund may invest up to 20% of its net The Fund may invest in preferred stock and
STOCK AND assets in preferred stock and debt debt securities to the extent permitted by
DEBT securities. The Fund will invest only in its investment strategy.
SECURITIES "investment grade" debt securities or, in
the case of unrated securities, debt
securities that are deemed to be of
equivalent quality to "investment-grade"
securities. "Investment-grade" debt
securities are rated within the four
highest rating categories as determined by
Moody's or S&P.
- ---------------------------------------------------------------------------------------------------------
ACCESS The Fund may participate in access trades, See derivatives above.
TRADES but its exposure is limited to 5% of total
assets of the Fund at the time of purchase
and dealing with counterparties believed
to be reputable.
- ---------------------------------------------------------------------------------------------------------
</Table>
COMPARISON OF PRINCIPAL RISK FACTORS
Although the Funds describe them differently, the principal investment risks
associated with the Buying Fund and the Selling Funds are substantially similar
because the Funds have similar investment objectives, principal investment
strategies and investment policies except that the Seligman Selling Fund's
objective is capital appreciation and current income while the Buying Fund's
objective is long-term capital growth. By becoming shareholders of the Buying
Fund, shareholders of the Seligman Selling Fund will no longer be in a Fund that
has providing "current income" as part of the Fund's objective, and therefore
may have different exposure to market risk. The actual risks of investing in
each Fund depend on the securities held in each Fund's portfolio and on market
conditions, both of which change over time. The Funds are subject to the
principal investment risks described below.
- - 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 objective. Due to its active management, the Fund could
underperform other mutual funds with similar investment objectives.
- - DERIVATIVES RISK. Derivatives 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, options, futures,
indexes or currencies. Gains or losses involving derivative instruments may be
substantial, because a relatively small price movement in the underlying
security(ies), instrument, currency or index may result in a substantial gain
or loss for the Fund. Derivative instruments in which the Fund invests will
typically increase the Fund's exposure to 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.
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 would not otherwise choose, including
accepting a lower price for the derivative instrument, selling other
investments or foregoing another, more appealing investment opportunity.
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.
Leverage risk is the risk that losses from the derivative instrument may be
greater than the amount invested in the derivative instrument.
- - 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.
14
- - 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.
- - QUANTITATIVE MODEL RISK. Securities selected using quantitative methods may
perform differently from the market as a whole for many reasons, including the
factors used in building the quantitative analytical framework, the weights
placed on each factor, and changing sources of market returns, among others.
There can be no assurance that these methodologies will enable the Fund to
achieve its objective.
PERFORMANCE
The following bar charts and tables provide some illustration of the risks of
investing in the Funds by showing, respectively:
- - how each Fund's performance has varied for each full calendar year shown in
the bar chart; and
- - how each Fund's average annual total returns compare to indexes shown in 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 a 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.
Bar Charts. Class A share information is shown in the bar charts; the sales
charge for Class A shares is not reflected in the bar charts.
Tables. The first table shows total returns from hypothetical investments in
Class A, Class B, Class C, Class I, Class R2, Class R3, Class R4 and Class R5
shares of RiverSource Large Cap Equity Fund. The second table shows total
returns from hypothetical investments in Class A, Class B, Class C, Class R (to
be known as Class R2) and Class I (to be known as Class R5) shares of Seligman
Common Stock Fund. The third table shows total returns from hypothetical
investments in Class A, Class B, Class C, Class I, Class R2, Class R3, Class R4
and Class R5 shares of RiverSource Disciplined Equity 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 of 5.75% for Class A shares;
- - sales at the end of the period and deduction of the applicable contingent
deferred sales charge ("CDSC") for Class B, Class C and Seligman Common Stock
Fund Class R (to be known as Class R2) shares ;
- - no sales charge for Class R2, Class R3, Class R4, Class R5, RiverSource Large
Cap Equity Fund and RiverSource Disciplined Equity Fund Class I and Seligman
Common Stock Fund Class I (to be known as Class R5) shares; and
- - with the exception of Class A shares, no adjustments for taxes paid by an
investor on the reinvested income and capital gains.
15
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.
RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND)
CLASS A SHARE PERFORMANCE
(BASED ON CALENDAR YEARS)
<Table>
+27.57% +5.52% +5.76% +14.95% +2.68% -42.40%
2003 2004 2005 2006 2007 2008
During the periods shown in the bar chart, the highest return for a calendar
quarter was +16.15% (quarter ended June 30, 2003) and the lowest return for a
calendar quarter was -24.38% (quarter ended Dec. 31, 2008).
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.
SELIGMAN COMMON STOCK FUND (SELLING FUND)
CLASS A SHARE PERFORMANCE
(BASED ON CALENDAR YEARS)
<Table>
+3.82% -8.67% -13.40% -26.10% +23.11% +11.82% +1.26% +16.23% -1.84% -44.56%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
During the periods shown in the bar chart, the highest return for a calendar
quarter was +13.04% (quarter ended June 30, 2003) and the lowest return for a
calendar quarter was -25.05% (quarter ended Dec. 31, 2008).
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.
16
RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND)
CLASS A SHARE PERFORMANCE
(BASED ON CALENDAR YEARS)
<Table>
+9.96% +6.20% +16.47% +5.26% -38.74%
2004 2005 2006 2007 2008
During the periods shown in the bar chart, the highest return for a calendar
quarter was +9.77% (quarter ended Dec. 31, 2004) and the lowest return for a
calendar quarter was -22.19% (quarter ended Dec. 31, 2008).
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.
AVERAGE ANNUAL TOTAL RETURNS (FOR PERIODS ENDED DEC. 31, 2008)
<Table>
<Caption>
SINCE SINCE
INCEPTION SINCE INCEPTION
(CLASSES A, B, INCEPTION (CLASSES R2,
1 YEAR 5 YEARS C & R4) (CLASS I) R3 & R5)
RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND):
Class A
Return before taxes -45.76% -6.49% -4.77%(a) N/A N/A
Return after taxes on distributions -46.56% -7.68% -5.75%(a) N/A N/A
Return after taxes on distributions and sale of
Fund shares -29.75% -5.66% -4.19%(a) N/A N/A
Class B
Return before taxes -45.49% -6.36% -4.65%(a) N/A N/A
Class C
Return before taxes -43.33% -6.07% -4.63%(a) N/A N/A
Class I
Return before taxes -42.03% N/A N/A -5.60%(b) N/A
Class R2
Return before taxes -42.32% N/A N/A N/A -22.21%(c)
Class R3
Return before taxes -42.11% N/A N/A N/A -21.97%(c)
Class R4
Return before taxes -42.27% -5.19% -3.74%(a) N/A N/A
Class R5
Return before taxes -42.21% N/A N/A N/A -21.99%(c)
S&P 500 Index (reflects no deduction for fees,
expenses or taxes) -37.00% -2.19% -1.63%(d) -3.09%(e) -17.83%(f)
Russell 1000(R) Index (reflects no deduction for
fees, expenses or taxes) -37.60% -2.04% -1.36%(d) -2.96%(e) -18.18%(f)
Lipper Large-Cap Core Funds Index -37.07% -2.73% -2.28%(d) -3.51%(e) -17.58%(f)
</Table>
17
AVERAGE ANNUAL TOTAL RETURNS (FOR PERIODS ENDED DEC. 31, 2008) (CONTINUED)
<Table>
<Caption>
SINCE SINCE
INCEPTION INCEPTION
(CLASS R (CLASS I
SINCE TO BE TO BE
INCEPTION KNOWN AS KNOWN AS
1 YEAR 5 YEARS 10 YEARS (CLASS C) CLASS R2) CLASS R5)
SELIGMAN COMMON STOCK FUND (SELLING FUND):
Class A*
Return before taxes -47.76% -7.57% -6.62% N/A N/A N/A
Return after taxes on distributions -48.42% -8.46% -7.35% N/A N/A N/A
Return after taxes on distributions and sale
of Fund shares -30.41% -6.16% -5.28% N/A N/A N/A
Class B
Return before taxes -47.65% -7.48% -6.63%** N/A N/A N/A
Class C***
Return before taxes -45.51% -7.16% N/A -7.26%(g) N/A N/A
Class R (to be known as Class R2)
Return before taxes -45.20% -6.68% N/A N/A -2.77%(h) N/A
Class I (to be known as Class R5)
Return before taxes -44.30% -6.06% N/A N/A N/A -5.44%(i)
S&P 500 Index (reflects no deductions for fees,
expenses or taxes) -36.99% -2.19% -1.38% -1.92%(j) +1.67%(k) -1.40%(l)
Lipper Large-Cap Core Funds Average -37.23% -2.88% -1.72% -2.18%(j) +0.88%(k) -2.12%(l)
</Table>
*Effective Jan. 7, 2008, the maximum initial sales charge on investments in
Class A shares of less than $50,000 is 5.75%. Although for all periods
presented in the table the Fund's Class A share returns reflect a 5.75%
initial sales charge, the actual returns for periods prior to Jan. 7, 2008
would have been higher if a 4.75% maximum initial sales charge then in
effect was incurred.
**The ten-year return for Class B shares reflects automatic conversion to
Class A shares in the ninth year after their date of purchase.
***Effective June 4, 2007, there is no initial sales charge on purchases of
Class C shares. Although for all periods presented in the table the Fund's
Class C share returns do not reflect an initial sales charge, the actual
returns for periods prior to June 4, 2007 would have been lower if a 1.00%
maximum initial sales charge then in effect was incurred.
<Table>
<Caption>
SINCE SINCE
INCEPTION SINCE INCEPTION
(CLASSES A, B, INCEPTION (CLASSES R2,
1 YEAR 5 YEARS C & R4) (CLASS I) R3 & R5)
RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND):
Class A
Return before taxes -42.25% -3.74% +0.37%(m) N/A N/A
Return after taxes on distributions -42.82% -5.01% -0.89%(m) N/A N/A
Return after taxes on distributions and sale of
Fund shares -27.07% -3.41% +0.03%(m) N/A N/A
Class B
Return before taxes -42.09% -3.61% +0.54%(m) N/A N/A
Class C
Return before taxes -39.79% -3.31% +0.67%(m) N/A N/A
Class I
Return before taxes -38.47% N/A N/A -2.30%(n) N/A
Class R2
Return before taxes -38.77% N/A N/A N/A -19.29%(o)
Class R3
Return before taxes -38.56% N/A N/A N/A -19.04%(o)
Class R4
Return before taxes -38.72% -2.43% +1.60%(m) N/A N/A
Class R5
Return before taxes -38.55% N/A N/A N/A -18.91%(o)
S&P 500 Index (reflects no deduction for fees,
expenses or taxes) -37.00% -2.19% +1.79%(p) -2.54%(q) -17.83%(r)
Lipper Large-Cap Core Funds Index -37.07% -2.73% +0.87%(p) -2.89%(q) -17.58%(r)
</Table>
18
(a) Inception date is March 28, 2002.
(b) Inception date is March 4, 2004.
(c) Inception date is Dec. 11, 2006.
(d) Measurement period started March 28, 2002.
(e) Measurement period started March 4, 2004.
(f) Measurement period started Dec. 11, 2006.
(g) Inception date is May 27, 1999.
(h) Inception date is April 30, 2003.
(i) Inception date is Nov. 30, 2001.
(j) Measurement period started May 27, 1999.
(k) Measurement period started April 30, 2003.
(l) Measurement period started Nov. 30, 2001.
(m) Inception date is April 24, 2003.
(n) Inception date is July 15, 2004.
(o) Inception date is Dec. 11, 2006.
(p) Measurement period started April 24, 2003.
(q) Measurement period started July 15, 2004.
(r) Measurement period started Dec. 11, 2006.
The S&P 500 Index, an unmanaged index of common stocks, is frequently used as a
general measure of market performance. The index reflects reinvestment of all
distributions and changes in market prices.
The Russell 1000 Index, an unmanaged index, measures the performance of the
1,000 largest companies in the Russell 3000(R) Index, which represents
approximately 90% of the total market capitalization of the Russell 3000 Index.
The index reflects reinvestment of all distributions and changes in market
prices.
The Lipper Large-Cap Core Funds Index includes the 30 largest large-cap core
funds tracked by Lipper Inc. The index's returns include net reinvested
dividends. The RiverSource Disciplined Equity Fund's and RiverSource Large Cap
Equity Fund's performance is currently measured against this index for purposes
of determining the performance incentive adjustment.
The Lipper Large-Cap Core Funds Average is an average of funds that, by
portfolio practice, invest at least 75% of their equity assets in companies with
market capitalizations (on a three-year weighted basis) above Lipper's U.S.
Diversified Equity (USDE) large-cap floor. Large-cap core funds typically have
an average price-to-earnings ratio, and three-year sales-per-share growth value,
compared to the S&P 500 Index.
For RiverSource Large Cap Equity Fund, effective Nov. 1, 2008, the Russell 1000
Index is replaced with the S&P 500 Index as the Fund's primary benchmark. The
investment manager made this recommendation to the RiverSource Large Cap Equity
Fund's Board because the new index more closely aligns to the Fund's investment
strategy.
Investors cannot invest directly in an index or an average.
19
ADDITIONAL INFORMATION ABOUT EACH REORGANIZATION
TERMS OF THE REORGANIZATIONS
The Board has approved the Agreement, the form of which is attached as Exhibit
A. The Agreement provides for Reorganizations on the following terms:
- - Each Reorganization is expected to occur before the end of the third quarter
of 2009, pending shareholder approval, receipt of any necessary regulatory
approvals and satisfaction of any other conditions to closing. However,
following shareholder approval, each Reorganization may happen at any time
agreed to by the applicable Selling Fund and the Buying Fund.
- - Each Selling Fund will transfer all of its assets to the Buying Fund and, in
exchange, the Buying Fund will assume all the Selling Fund's liabilities and
will issue to the Selling Fund, as applicable, Class A, Class B, Class C,
Class R2, Class R3, Class R4, Class R5 and/or Class I shares with an aggregate
net asset value on the business day immediately preceding the closing of the
Reorganization equal to the value of the assets that it receives from the
Selling Fund, less the liabilities assumed by the Buying Fund in the
transaction. The Reorganization Shares will immediately be distributed to the
Selling Fund shareholders in proportion to their holdings of shares of the
Selling Fund. As a result, shareholders of the Selling Fund will become, as
applicable, Class A, Class B, Class C, Class R2, Class R3, Class R4, Class R5
and/or Class I shareholders of the Buying Fund.
- - No Selling Fund and no shareholders of any Selling Fund will pay any sales
charge in connection with its Reorganization.
- - The net asset value of each Selling Fund and the Buying Fund will be computed
as of 3:00 p.m., Central time, on the business day immediately preceding the
closing date of the applicable Reorganization.
- - After its Reorganization, each Selling Fund will be dissolved.
CONDITIONS TO CLOSING EACH REORGANIZATION
The completion of each Reorganization is subject to certain conditions described
in the Agreement, including:
- - The Selling Fund will have declared and paid a dividend that will distribute
all of the Selling Fund's net investment income and net capital gains, if any,
to the shareholders of the Selling Fund for the taxable years ending on or
prior to the closing date of the Reorganization.
- - The Funds will have received any approvals, consents or exemptions from the
SEC or any other regulatory body necessary to carry out the Reorganization.
- - A registration statement on Form N-14 relating to the Reorganization will have
been filed with the SEC and declared effective.
- - The shareholders of the Selling Fund will have approved the Agreement.
- - The Selling Fund will have received an opinion of tax counsel to the effect
that, although not entirely free from doubt, the shareholders of the Selling
Fund will not recognize gain or loss for federal income tax purposes upon the
exchange of their Selling Fund shares for the Buying Fund shares in connection
with the Reorganization.
TERMINATION OF THE AGREEMENT
The Agreement and the transactions contemplated by it may be terminated and
abandoned with respect to any Reorganization by resolution of the Board at any
time prior to closing date thereof. In the event of a termination, RiverSource
Investments will bear all costs associated with the Reorganization.
TAX STATUS OF THE REORGANIZATIONS
Each Reorganization is intended to qualify for federal income tax purposes as a
tax-free reorganization under section 368(a) of the Internal Revenue Code of
1986, as amended (the "Code"). As a condition to the closing of each
Reorganization, each Selling Fund and the Buying Fund will receive an opinion
from Ropes & Gray LLP to the effect that, although not free from doubt, on the
basis of existing provisions of the Code, U.S. Treasury regulations issued
thereunder, current administrative rules, pronouncements and court decisions,
for federal income tax purposes:
- - The transfer of the Selling Fund's assets to the Buying Fund in exchange for
Class A, Class B, Class C, Class R2, Class R3, Class R4, Class R5 and/or Class
I shares, as applicable, of the Buying Fund and the assumption by the Buying
Fund of the Selling Fund's liabilities, followed by the distribution of those
Class A, Class B, Class C, Class R2, Class R3, Class R4, Class R5 and/or Class
I shares, as applicable, to the Selling Fund's shareholders and the
termination of the Selling Fund, will be a "reorganization" within the meaning
of Section 368(a)(1) of the Code, and the Selling Fund and the Buying Fund
will each be a "party to the reorganization" within the meaning of Section
368(b) of the Code.
20
- - Under Section 361 of the Code, no gain or loss will be recognized by the
Selling Fund upon the transfer of all of its assets to the Buying Fund or on
the distribution by the Selling Fund of Class A, Class B, Class C, Class R2,
Class R3, Class R4, Class R5 and/or Class I shares, as applicable, of the
Buying Fund to Selling Fund shareholders in liquidation.
- - Under Section 354 of the Code, the shareholders of the Selling Fund will not
recognize gain or loss upon the exchange of their Class A, Class B, Class C,
Class R, Class R2, Class R3, Class R4, Class R5 and/or Class I shares as
applicable, of the Selling Fund solely for Class A, Class B, Class C, Class
R2, Class R3, Class R4, Class R5 shares and/or Class I shares, as applicable,
of the Buying Fund as part of the Reorganization.
- - Under Section 358 of the Code, the aggregate tax basis of the Class A, Class
B, Class C, Class R2, Class R3, Class R4, Class R5 and/or Class I shares, as
applicable, of the Buying Fund that a Selling Fund shareholder receives in the
Reorganization will be the same as the aggregate tax basis of the Class A,
Class B, Class C, Class R, Class R2, Class R3, Class R4, Class R5 and/or Class
I shares, as applicable, of the Selling Fund exchanged therefor.
- - Under Section 1223(1) of the Code, the holding period for the Class A, Class
B, Class C, Class R2, Class R3, Class R4, Class R5 and/or Class I shares, as
applicable, of the Buying Fund that a Selling Fund shareholder receives in the
Reorganization will include the period for which he or she held the Class A,
Class B, Class C, Class C2, Class R and/or Class I shares, as applicable, of
the Selling Fund exchanged therefor, provided that on the date of the exchange
he or she held such Selling Fund shares as capital assets.
- - Under Section 1032 of the Code, no gain or loss will be recognized by the
Buying Fund upon the receipt of the Selling Fund's assets solely in exchange
for the issuance of the Buying Fund's Class A, Class B, Class C, Class R2,
Class R3, Class R4, Class R5 and/or Class I shares, as applicable, to the
Selling Fund and the assumption of all of the Selling Fund's liabilities by
the Buying Fund.
- - Under Section 362(b) of the Code, the Buying Fund's tax basis in the assets
that the Buying Fund received from the Selling Fund will be the same as the
Selling Fund's tax basis in those assets immediately prior to the transfer.
- - Under Section 1223(2) of the Code, the Buying Fund's holding periods in the
assets received from the Selling Fund will include the Selling Fund's holding
periods in such assets.
- - The Buying Fund will succeed to and take into account the items of the Selling
Fund described in Section 381(c) of the Code, subject to the conditions and
limitations specified in Sections 381, 382, 383 and 384 of the Code and the
regulations thereunder.
Ropes & Gray LLP will express no view with respect to the effect of a
Reorganization on any transferred asset as to which any unrealized gain or loss
is required to be recognized under federal income tax principles (i) at the end
of a taxable year or upon the termination thereof, or (ii) upon the transfer of
such asset regardless of whether such a transfer would otherwise be a non-
taxable transaction.
The opinion will be based on certain factual certifications made by the officers
of the Selling Fund and the Buying Fund and will also be based on customary
assumptions. The opinion will note and distinguish certain published precedent,
and it is possible that the Internal Revenue Service (the "IRS") could disagree
with Ropes & Gray LLP's opinion.
Opinions of counsel are not binding upon the IRS or the courts. If a
Reorganization is consummated but does not qualify as a tax-free reorganization
under the Code, a shareholder of the Selling Fund would recognize a taxable gain
or loss equal to the difference between his or her tax basis in his or her
Selling Fund shares and the fair market value of the shares of the Buying Fund
he or she received. Shareholders of a Selling Fund should consult their tax
advisors regarding the effect, if any, of the Reorganization in light of their
individual circumstances.
In the case of both of the Selling Funds, portfolio manager substitutions
independent of the Reorganizations have occurred and resulted in substantial
portfolio turnover. An additional portion of or all of the portfolio assets of
each Selling Fund may also be sold in connection with its Reorganization. The
actual tax impact of such sales depends on the difference between the price at
which such portfolio assets are sold and the Selling Fund's tax basis in such
assets. Any net capital gains recognized in these sales will be distributed to
Selling Fund shareholders as capital gain dividends (to the extent of net
realized long-term capital gains over net realized short-term capital losses)
and/or ordinary dividends (to the extent of net realized short-term capital
gains over net realized long-term capital losses) during or with respect to the
year of sale, and such distributions will be taxable to shareholders. Because
each Reorganization will end the tax year of the applicable Selling Fund, it
will accelerate distributions to shareholders from the Selling Fund for its
short tax year ending on the date of the Reorganization. Those tax year-end
distributions will be taxable and will include any capital gains resulting from
portfolio turnover prior to the Reorganization.
Prior to the closing of each Reorganization, the Selling Fund will, and the
Buying Fund may, declare a distribution to shareholders, which, together with
all previous distributions, will have the effect of distributing to shareholders
all of its investment company taxable income (computed without regard to the
deduction for dividends paid), net tax-exempt income, if
21
any, and net realized capital gains, if any, through the closing of the
Reorganization. These distributions will be taxable to shareholders.
A Fund's ability to carry forward capital losses and to use them to offset
future gains may be limited as a result of the Reorganization. First, a Fund's
"pre-acquisition losses" (including capital loss carryforwards, net current-year
capital losses, and unrealized losses that exceed certain thresholds) may become
unavailable to offset gains of the combined Fund. Second, one Fund's pre-
acquisition losses cannot be used to offset unrealized gains in another Fund
that are "built in" at the time of the Reorganization and that exceed certain
thresholds ("non-de minimis built-in gains") for five tax years. Third, a
Selling Fund's loss carryforwards, as limited under the previous two rules, are
permitted to offset only that portion of the income of the Buying Fund for the
taxable year of the Reorganization that is equal to the portion of the Buying
Fund's taxable year that follows the date of the Reorganization (prorated
according to number of days). Therefore, in certain circumstances, shareholders
of a Fund may pay taxes sooner, or pay more taxes, than they would have had a
Reorganization not occurred.
In addition, the combined Fund resulting from the Reorganizations will have tax
attributes that reflect a blending of the tax attributes of the Funds at the
time of the Reorganization (including as affected by the rules set forth above).
Therefore, the shareholders of the Selling Fund will in each case receive a
proportionate share of any "built-in" (unrealized) gains in another Fund's
assets, as well as any taxable gains realized by the Buying Fund but not
distributed to its shareholders prior to the Reorganization, when such gains are
eventually distributed. As a result, shareholders of a Selling Fund may receive
a greater amount of taxable distributions than they would have had the
Reorganization not occurred. And any pre-acquisition losses of the Selling Fund
(whether realized or unrealized) remaining after the operation of the limitation
rules described above will become available to offset capital gains realized
after the Reorganization and thus may reduce subsequent capital gain
distributions to a broader group of shareholders than would have been the case
absent such Reorganization, such that the benefit of those losses to Selling
Fund shareholders may be further reduced relative to what the benefit would have
been had the Reorganization not occurred.
The impact of the rules described above will depend on the relative sizes of,
and the losses and gains (both realized and unrealized) in, each Fund at the
time of its Reorganization and thus cannot be calculated precisely prior to the
Reorganization.
The realized and unrealized gains and losses of each Fund at the time of its
Reorganization will determine the extent to which the combining Funds'
respective losses, both realized and unrealized, will be available to reduce
gains realized by the combined Fund following the Reorganization, and
consequently the extent to which the combined Fund may be required to distribute
gains to its shareholders earlier than would have been the case absent the
Reorganization. The following paragraph provides a brief summary of the tax
impact of the Reorganizations had they both occurred on October 31, 2008. As
noted above, the tax impact of a Reorganization depends on each Fund's relative
tax situation at the time of the Reorganization, which situation will be
different than the tax situation on October 31, 2008, and cannot be calculated
precisely prior to the Reorganization. Due to the significant portfolio turnover
of the Selling Funds resulting from RiverSource Investment's purchase of
Seligman and portfolio manager substitutions made independent of the
Reorganizations, and the substantial volatility in the marketplace, the actual
tax impact of the Reorganizations could differ substantially from those
described below.
Proposals 1(a) and (b): Reorganizations of each of RiverSource Large Cap Equity
Fund and Seligman Common Stock Fund into RiverSource Disciplined Equity Fund: As
of October 31, 2008, RiverSource Large Cap Equity Fund (a Selling Fund) had no
capital loss carryforwards but had net realized losses equal to approximately
16.1% of net assets and unrealized losses equal to approximately 65.8% of net
assets. Seligman Common Stock Fund (a Selling Fund) had net realized losses
including capital loss carryforwards equal to approximately 18.3% of net assets
and unrealized losses equal to approximately 38.2% of net assets. RiverSource
Disciplined Equity Fund (Buying Fund) had no capital loss carryforwards but had
net realized losses equal to approximately 2.9% of net assets and unrealized
losses equal to approximately 49.8% of net assets. If both of the
Reorganizations had occurred on October 31, 2008, the loss limitation rules
would not have affected the combined Fund's ability to use any of the Funds'
realized losses to offset gains recognized by the combined Fund. The losses of
each Selling Fund would thus have been available to reduce subsequent capital
gain distributions to shareholders of the combined Fund, spreading the tax
benefit of such losses over a larger group of shareholders than if the
Reorganization had not occurred.
Subsequent to October 31, 2008, both Selling Funds experienced significant
portfolio turnover. The recognition of gain or loss resulting from such
portfolio turnover could increase the potential tax costs of the Reorganizations
to shareholders of the Selling Funds relative to the costs described above.
Additionally, to the extent Seligman Common Stock Fund further realizes its
unrealized and losses, and to the extent Buying Fund realizes its unrealized
losses, the application of the loss limitation rules to such losses might cause
a further increase in the potential tax cost to shareholders of the Selling
Funds.
The tax principles described above are not expected to change. However, their
application and, at a minimum, the specific percentages noted above will change
prior to each Reorganization because of market developments and the substantial
volatility in the marketplace, any pre-Reorganization realignments or other
sales of portfolio securities that might occur or that already have occurred,
and shareholder activity in the Funds, among other changes.
22
Shareholders of a Selling Fund should consult their tax advisors regarding the
effect, if any, of the Reorganization in light of their individual
circumstances. Because the foregoing discussion relates only to the federal
income tax consequences of the Reorganizations shareholders of a Selling Fund
should also consult their tax advisors as to the state, local and foreign tax
consequences, if any, of the Reorganizations.
REASONS FOR THE PROPOSED REORGANIZATIONS AND BOARD DELIBERATIONS
The Board believes that each proposed Reorganization will be advantageous to
Selling Fund and Buying Fund shareholders based on its consideration of the
following matters:
- - TERMS AND CONDITIONS OF THE REORGANIZATION. The Board considered the terms and
conditions of each Reorganization as described in the previous paragraphs.
- - TAX CONSEQUENCES. The Board considered the tax-free nature of each
Reorganization. The Board also considered the relative tax situations of each
Fund and the resulting tax impact of the Reorganization to Selling Fund
shareholders, and noted that the benefits of each Reorganization should
outweigh any resulting tax cost to shareholders.
- - CONTINUITY OF INVESTMENT. The Board took into account the fact that each
Selling Fund and the Buying Fund have similar or identical investment
objectives and, except as noted below and as discussed in more detail under
each proposal, similar investment strategies:
The Board considered that the Funds share similar investment objective of
seeking capital appreciation, but considered that Seligman Common Stock Fund
also seeks current income. The Board considered that each of the Funds invests
at least 80% of its net assets in equity securities, but noted that RiverSource
Large Cap Equity Fund and RiverSource Disciplined Equity Fund invest in equity
securities of companies listed with market capitalizations greater than $5
billion at the time of purchase, while Seligman Common Stock Fund invests in
equity securities with market capitalizations greater than $3 billion at the
time of purchase. The Board considered that Seligman Common Stock Fund may
invest up to 10% of assets in foreign securities (excluding American Depositary
Receipts (ADRs), and that RiverSource Large Cap Equity Fund and RiverSource
Disciplined Equity Fund may invest up to 25% of assets in foreign investments
(including ADRs).
- - EXPENSE RATIOS. The Board considered the relative expenses of the Funds.
Specifically, the Board considered that, as of the end of each Fund's most
recent fiscal year, the gross expense ratio for Seligman Common Stock Fund's
Class A, Class B, Class C, Class R (to be known as Class R2), and Class I (to
be known as Class R5) shares and RiverSource Large Cap Equity Fund's Class A,
Class B, Class C, Class I, Class R2, Class R3, Class R4 and Class R5 shares
(adjusted to reflect current fees, before giving effect to any applicable
performance incentive adjustment and excluding certain other fees and
expenses) were the same or higher than the gross expense ratio for RiverSource
Disciplined Equity Fund's Class A, Class B, Class C, Class I, Class R2, Class
R3, Class R4 and Class R5 shares (adjusted to reflect current fees and before
giving effect to any applicable performance incentive adjustment). The Board
considered that RiverSource Large Cap Equity Fund and RiverSource Disciplined
Equity Fund (Class R4 shares only) are currently subject to a commitment by
the investment manager and its affiliates to waive fees or cap expenses, and
that the net expense ratio of RiverSource Large Cap Equity Fund's Class A,
Class B, Class C, and Class R4 shares (adjusted to reflect current fees,
before giving effect to any applicable performance incentive adjustment and
excluding certain other fees and expenses) were higher than the applicable
gross or net expense ratio of RiverSource Disciplined Equity Fund's Class A,
Class B, Class C, and Class R4 shares (adjusted to reflect current fees and
before giving effect to any applicable performance incentive adjustment), and
that the net expense ratio of RiverSource Large Cap Equity Fund's Class I,
Class R2, Class R3 and Class R5 shares (adjusted to reflect current fees,
before giving effect to any applicable performance incentive adjustment and
excluding certain other fees and expenses) were slightly higher than the gross
expense ratio of RiverSource Disciplined Equity Fund's Class I, Class R2,
Class R3 and Class R5 shares (adjusted to reflect current fees and before
giving effect to any applicable performance incentive adjustment). The Board
determined that there would be a decrease in expense ratio for each share
class of each Selling Fund as a result of its respective Reorganization, but
noted that the level of this reduction would vary by share class. In
particular, expense impacts, with respect to a Fund's Class A shares are
discussed below:
The Board considered that as a result of the Reorganization, the expenses of
RiverSource Large Cap Equity Fund would decline by approximately 0.09% on a
gross expense basis and by 0.02% on a net expense basis (adjusted to reflect
current fees, based on current commitments of the investment manager and its
affiliates to waive fees and cap expenses, and before giving effect to any
applicable performance incentive adjustment and excluding certain other fees
and expenses), and that the expenses of Seligman Common Stock Fund would
decline by approximately 0.24% on a net expense basis (adjusted to reflect
current fees, based on current commitments of the investment manager and its
affiliates to waive fees and cap expenses, and before giving effect to any
applicable performance incentive adjustment and excluding certain other fees
and expenses).
23
- - ECONOMIES OF SCALE. The Board observed that by combining the Funds, in
addition to potential immediate economies of scale of a larger fund, the
combined Fund would be able to take advantage of other economies of scale
associated with a larger fund. For example, a larger fund may realize
breakpoints more quickly, it should have an enhanced ability to effect
portfolio transactions on more favorable terms and may have greater investment
flexibility. Furthermore, the Board also considered that higher aggregate net
assets resulting from each Reorganization and the opportunity for net cash
inflows (or reduced outflows) may reduce the risk that, if net assets of
Selling Funds fail to grow, or diminish, its total expense ratio could rise
from current levels as fixed expenses, such as audit expenses and accounting
expenses that are charged on a per Fund basis, become a larger percentage of
net assets.
- - COSTS. The Board considered the fact that a portion of the expenses of
effecting each Reorganization (including professional fees and expenses
related to printing and mailing proxy/prospectus materials and solicitation of
shareholders) may be allocated to and borne by the Selling Fund, to the extent
that such expenses are specifically allocable to the Selling Fund. Expenses of
the Reorganization that are not allocated to and borne by the Selling Fund
will be paid by RiverSource Investments. The investment manager has agreed to
limit the expenses borne by a Selling Fund to its anticipated reductions in
expenses over the first year following the Reorganization, less the expenses
borne by the Selling Fund related to other integration-related activity. Any
expenses not borne by a Selling Fund as a result of these limitations will be
borne by the investment manager.
- - DILUTION. The Board considered the fact that neither of the Reorganizations
will dilute the interests of the current shareholders because each would be
effected on the basis of the relative net asset value per share of the Selling
Fund and Buying Fund, respectively. Thus, for example, a Class A shareholder
of a Selling Fund will receive Class A shares of the Buying Fund equal in
value to his or her Class A shares in the Selling Fund at the time of the
Reorganization.
- - PERFORMANCE AND OTHER FACTORS. The Board considered the relative performance
records of each of the Funds, noting, however, that past performance is no
guarantee of future results. The Board also considered the fact that the
Reorganizations should allow for a more concentrated selling effort by the
Funds' underwriter, thereby potentially benefiting each of the Funds, and that
reduced outflows or increased inflows could help the Selling Fund shareholders
achieve further economies of scale (see "Economies of Scale" above). The Board
further took into account the investment manager's belief that each Selling
Fund, as a stand-alone fund, was less likely to experience any growth in
assets from investor inflows in the near term.
In particular, the Board considered that the performance of RiverSource
Disciplined Equity Fund was generally stronger than the performance of each of
RiverSource Large Cap Equity Fund and Seligman Common Stock Fund (both on a
relative basis and when compared with their respective peer groups). The Board
noted the weak asset level of Seligman Common Stock Fund. The Board also noted
the relatively weak prospects for asset growth for RiverSource Large Cap Equity
Fund and Seligman Common Stock Fund, particularly compared to RiverSource
Disciplined Equity Fund. The Board accorded particular weight to the fact that
RiverSource Disciplined Equity Fund has substantially greater assets than
Seligman Common Stock Fund, noting that RiverSource Disciplined Equity Fund was
more than nineteen times the size of Seligman Common Stock Fund.
- - POTENTIAL BENEFITS TO THE INVESTMENT MANAGER AND ITS AFFILIATES. The Board
considered the potential benefits from the Reorganization that could be
realized by the investment manager and its affiliates. The Board also
considered, however, that shareholders of the Selling Fund are expected to
benefit over time from any decrease in overall operating expense ratios
resulting from the proposed Reorganization.
BOARD DETERMINATIONS
After considering the factors described above and other relevant information, at
a meeting held on Jan. 8, 2009, each Selling Fund Board, including a majority of
the independent Board members, found that participation in the relevant
Reorganization is in the best interests of each Fund and that the interests of
existing shareholders of the Fund will not be diluted as a result of the
Reorganization.
The Board of Directors of the Buying Fund approved the Agreement at a meeting
held on Jan. 8, 2009. Among other factors, the Board members considered the
terms of the Agreement, the provisions intended to avoid the dilution of
shareholder interests and the anticipated tax consequences of the
Reorganizations. The Board found that participation in each Reorganization is in
the best interest of the Buying Fund and that the interest of the existing
shareholders of the Buying Fund will not be diluted as a result of the
Reorganization.
BOARD RECOMMENDATION AND REQUIRED VOTE
The Board recommends that shareholders of each Selling Fund approve the proposed
Agreement.
24
For RiverSource Large Cap Equity Fund, the Agreement must be approved by a
majority of the voting power of all shares entitled to vote.
For Seligman Common Stock Fund, the Agreement must be approved by the
affirmative vote of a majority of the outstanding voting securities of the
Selling Fund. A vote of a majority of the outstanding voting securities of the
Selling Fund is defined in 1940 Act as a vote of the lesser of (a) 67% or more
of the shares of the Selling Fund that are present or represented by proxy at
the Meeting, if more than 50% of the outstanding shares are present in person or
by proxy at the Meeting; or (b) more than 50% of the outstanding shares of the
Selling Fund.
If the Agreement is not approved for any Selling Fund, the Board will consider
what further action should be taken with respect to such Selling Fund. The
approval of the Reorganization of one Selling Fund is not conditioned upon the
approval of the Reorganization of any other Selling Fund.
If shareholders approve the Reorganization of their Selling Fund, it is
anticipated to occur before the end of the third quarter of 2009.
25
SECTION B -- PROXY VOTING AND SHAREHOLDER MEETING INFORMATION
Reference to the "Fund" in this section is a reference to each Selling Fund.
VOTING. Shareholders of record of the RiverSource Selling Fund on April 3, 2009
are entitled to vote based on their total dollar interest in the Fund
irrespective of which class they own. Shareholders of record of the Seligman
Selling Fund on April 3, 2009 are entitled to vote based on the number of shares
they own in the Fund irrespective of which class they own. Unless otherwise
restricted by the 1940 Act or by applicable state law, all share classes of a
Selling Fund will vote together as a class on its proposed Reorganization.
A quorum is required to take action at the Meeting. With respect to the
RiverSource Selling Fund, the presence at the Meeting, in person or by proxy, of
shareholders entitled to cast at least ten percent (10%) of the shares
outstanding and entitled to vote at the Meeting shall constitute a quorum. With
respect to the Seligman Selling Fund, the presence at the Meeting, in person or
by proxy, of at least one-third of all shares outstanding and entitled to vote
at the Meeting shall constitute a quorum.
All votes count toward a quorum, regardless of how they are voted (For, Against
or Abstain). Broker non-votes will be counted toward a quorum but not toward the
approval of any proposal. (Broker non-votes are shares for which the underlying
owner has not voted and the broker holding the shares does not have authority to
vote.)
If your shares are held in an IRA account with Ameriprise Trust Company as
custodian, you have the right to instruct the IRA Custodian how to vote those
shares. The IRA Custodian will vote any shares for which it has not received
voting instructions in proportionately the same manner -- either For, Against,
or Abstain -- as other Fund shareholders have voted.
PROXY SOLICITATION. If you properly authorize your proxy by internet, telephone
or facsimile, or by executing and returning the enclosed proxy card by mail, and
your proxy is not subsequently revoked, your votes will be cast at the Meeting,
and at any postponement or adjournment thereof. If you give instructions, your
votes will be cast in accordance with your instructions. If you return your
signed proxy card without instructions, your votes will be cast in favor of the
Reorganization of your Fund.
PROXY STATEMENT DELIVERY. "Householding" is the term used to describe the
practice of delivering one copy of a document to a household of shareholders
instead of delivering one copy of a document to each shareholder in the
household. Certain shareholders of the Fund who share a common address and who
have not opted out of the householding process may receive a single copy of the
proxy statement along with the proxy card(s). If you received more than one copy
of the proxy statement, you may elect to household in the future if permitted by
your financial intermediary/financial institution. Contact the financial
intermediary/financial institution through which you purchased the Fund to
determine whether householding is an option for your account. If you received a
single copy of the proxy statement, you may opt out of householding in the
future by contacting your financial intermediary/financial institution.
An additional copy of this proxy statement may be obtained by writing to the
following address: Computershare Fund Services, c/o Operation Department, 280
Oser Ave., Hauppauge, NY 11788 or calling Computershare Fund Services, toll free
at (866) 438-8932.
REVOKING YOUR PROXY. If you execute, date and submit a proxy card with respect
of your Selling Fund, you may revoke by providing written notice to that Selling
Fund (Attention: Secretary) at 50606 Ameriprise Financial Center, Minneapolis,
MN 55474 or change your instructions by submitting a subsequently executed and
dated proxy card, by authorizing your proxy by internet, telephone or facsimile
on a later date or by attending the Meeting and casting your vote in person. If
you authorize your proxy by internet, telephone or facsimile, you may change
your instructions by authorizing a subsequent proxy by internet, telephone or
facsimile or by completing, signing and returning a proxy card dated as of a
date that is later than your last internet, telephone or facsimile proxy
authorization or by attending the Meeting and casting your vote in person.
Merely attending the Meeting without voting will not revoke your prior proxy.
SIMULTANEOUS MEETINGS. The meeting for each Selling Fund will be held
simultaneously with the meeting for the other Selling Fund, with each
Reorganization being voted on separately by the shareholders of the relevant
Selling Fund. If any shareholder objects to the holding of simultaneous
meetings, the shareholder may move for an adjournment of his or her Selling
Fund's meeting to a time after the Meeting so that a meeting for that Selling
Fund may be held separately. If a shareholder makes this motion, the persons
named as proxies will take into consideration the reasons for the objection in
deciding whether to vote in favor of the adjournment, and may vote for or
against the adjournment in their discretion.
SOLICITATION OF PROXIES. The Board is asking for your vote and for you to vote
as promptly as possible. The expenses of the solicitation will be paid by
RiverSource Investments and by certain Funds (see discussion of "Costs" under
"Reasons for the Proposed Reorganization and Board Deliberations").
Supplementary solicitations may be made by internet, telephone or facsimile, or
by personal contact. Computershare Fund Services has been engaged to assist in
the solicitation of proxies, at an aggregate estimated cost of $217,611.
26
SHAREHOLDER PROPOSALS. No proposals were received from shareholders. The Funds
do not hold annual meetings of shareholders. Shareholders who wish to make a
proposal at a Fund's next special meeting, which may not be included in the
Fund's proxy materials, must notify the relevant Fund a reasonable amount of
time before the Fund begins to print and mail its proxy materials. The fact that
a Fund receives a shareholder proposal in a timely manner does not ensure
inclusion of the proposal in the proxy materials, as there are other
requirements in the proxy rules relating to such inclusion.
DISSENTERS' RIGHT OF APPRAISAL. Under Sections 302A.471 and 302A.473 of the
Minnesota Business Corporation Act, the RiverSource Selling Fund shareholders
are entitled to assert dissenters' rights in connection with their Selling
Fund's Reorganization and obtain payment of the "fair value" of their shares,
provided that they comply with the requirements of Minnesota law. A copy of the
relevant provisions is attached as Exhibit B.
Notwithstanding the provision of Minnesota law, the SEC has taken the position
that the use of state appraisal procedures by a mutual fund would be a violation
of Rule 22c-1, the forward pricing rule, under the 1940 Act. This rule states
that no mutual fund may redeem its shares other than at net asset value next
computed after receipt of a request for redemption. It is the SEC's position
that Rule 22c-1 supersedes appraisal provisions in state statutes.
In the interest of ensuring equal valuation for all shareholders, dissenters'
rights will be determined in accordance with the SEC's interpretation. As a
result, if any shareholder elects to exercise dissenters' rights under Minnesota
law, the RiverSource Selling Fund intends to submit this question to a court of
competent jurisdiction. In that event, a dissenting shareholder would not
receive any payment until the end of the court proceeding.
OTHER BUSINESS. The Board does not know of any matters to be presented at the
Meeting other than the Reorganizations. If other business should properly come
before the Meeting, the persons named as proxies will vote thereon in their
discretion.
ADJOURNMENT. With respect to the RiverSource Selling Fund Reorganization, in the
event that not enough votes are received by the time scheduled for the Meeting,
the persons named as proxies may move for one or more adjournments of the
meeting for a period of not more than 120 days of the original record date for
the Meeting in the aggregate to allow further solicitation of shareholders on
the proposals. Any adjournment requires the affirmative vote of a majority of
the voting power of the shares present at the Meeting. With respect to the
Seligman Selling Fund Reorganization, if not enough votes are received by the
time scheduled for the meeting, or, even if a quorum is present, if sufficient
votes in favor of any Reorganization are not received and tabulated prior to the
time scheduled for the Meeting, the chairman of the Meeting may adjourn the
Meeting, with no notice other than an announcement at the Meeting, to a date not
later than the 120th day after the original record date for the Meeting to allow
further solicitation of shareholders in connection with the proposed
Reorganizations.
If insufficient votes are received by the time of the Meeting, the persons named
as proxies will vote in favor of adjournment those shares they are entitled to
vote that have voted in favor of the proposal. They will vote against any
adjournment those shares that have voted against the proposal. A shareholder
vote may be taken on one or more of the items in this proxy statement prior to
adjournment if sufficient votes have been received with respect to that
particular proposal(s), and may adjourn with respect to those proposals for
which sufficient votes have not yet been received.
27
SECTION C -- CAPITALIZATION, OWNERSHIP OF FUND SHARES AND FINANCIAL HIGHLIGHTS
This section contains the following information about the Buying Funds and
Selling Fund:
<Table>
<Caption>
TABLE CONTENT
(all information is shown for the last fiscal year unless noted otherwise)
C-1 Actual and pro forma capitalization of each Selling Fund and the Buying Fund
C-2 Actual and pro forma ownership of Fund shares
C-3 Financial Highlights of the Buying Fund
</Table>
THE FUNDS' INVESTMENT MANAGER AND DISTRIBUTORS. RiverSource Investments, LLC,
200 Ameriprise Financial Center, Minneapolis, MN 55474, a wholly-owned
subsidiary of Ameriprise Financial, Inc., is the investment manager for each
Fund. RiverSource Distributors, Inc., a wholly-owned subsidiary of Ameriprise
Financial, Inc., and RiverSource Fund Distributors, Inc., an indirect wholly-
owned subsidiary of RiverSource Investments, LLC, each at 50611 Ameriprise
Financial Center, Minneapolis, MN 55474, are the distributors for each
RiverSource Fund. RiverSource Fund Distributors, Inc. is also the distributor
for the Seligman Selling Fund.
CAPITALIZATION OF SELLING FUNDS AND BUYING FUND
The following table shows the capitalization of the Funds as of April 3, 2009
and on a pro forma basis, assuming the proposed Reorganization had taken place.
The pro forma combined table includes the impact of non-recurring estimated
Reorganization costs expected to be borne by certain Selling Funds, based on the
following factors. If the Reorganization is expected to result in reduction in
the expense ratio for the Selling Fund, an amount of the proxy-related eligible
expenses will be borne by the Selling Fund. This amount will not exceed the
expected one-year benefit to the Selling Fund resulting from the reduced expense
ratio, less the cost borne by the Selling Fund related to other integration-
related activity. If the Reorganization is not expected to result in a reduction
in the expense ratio for the Selling Fund, proxy-related eligible expenses will
not be borne by the Selling Fund. Proxy-related eligible expenses not borne by
the Selling Fund will be paid for by RiverSource Investments, LLC. Proxy-related
eligible expenses include auditor fees and external legal fees ("Professional
Fees"), and printing, postage, and solicitor expenses ("Proxy Vendor Expenses").
Professional Fees have been allocated among the Selling Funds on an equal
weighted basis regardless of asset size or number of accounts. Proxy Vendor
Expenses have been allocated among the Selling Funds based on number of
accounts. The amount of proxy-related eligible expenses actually borne by the
Selling Fund is limited, as described above..
The pro forma combined net assets are determined by adding the net assets, less
any Reorganization costs, of the Selling Fund and the net assets of the Buying
Fund. The pro forma combined shares outstanding are determined by dividing the
net assets, less any Reorganization costs, of the Selling Fund by the net asset
value per share of the Buying Fund and adding the actual shares outstanding of
the Buying Fund. For the Reorganization of Seligman Common Stock Fund into
RiverSource Disciplined Equity Fund, the Reorganization costs reduced pro forma
combined net assets by $85,455 for Class A, $2,481 for Class B, $1,017 for Class
C, $197 for Class R2, and $525 for Class R5. For the Reorganization of Seligman
Common Stock Fund and RiverSource Large Cap Equity Fund into RiverSource
Disciplined Equity Fund, the Reorganization costs reduced pro forma combined net
assets by $80,055 for Class A, $8,143 for Class B, $640 for Class C, $53 for
Class R2, and $784 for Class R5.
TABLE C-1. ACTUAL AND PRO FORMA CAPITALIZATION OF EACH SELLING FUND AND THE
BUYING FUND
<Table>
<Caption>
NET ASSET VALUE
FUND NET ASSETS PER SHARE SHARES OUTSTANDING
- -------------------------------------------------------------------------------------------------------------
RIVERSOURCE LARGE CAP EQUITY FUND (ACTUAL) (SELLING
FUND)
Class A $ 1,732,413,517 $ 2.70 642,771,758
Class B 226,569,491 2.66 85,162,420
Class C 11,138,210 2.65 4,199,380
Class I 30,172,839 2.70 11,159,365
Class R2 2,235 2.72 822
Class R3 2,234 2.72 822
Class R4 57,696,440 2.74 21,093,883
Class R5 19,504,635 2.74 7,115,616
SELIGMAN COMMON STOCK FUND (ACTUAL) (SELLING FUND)
Class A $76,952,114 $5.49 14,004,564
Class B 1,000,941 5.36 186,764
Class C 6,428,913 5.37 1,197,716
Class R (to be known as Class R2) 1,595,428 5.52 289,206
Class I (to be known as Class R5) 4,253,085 5.55 766,638
</Table>
28
<Table>
<Caption>
NET ASSET VALUE
FUND NET ASSETS PER SHARE SHARES OUTSTANDING
- -------------------------------------------------------------------------------------------------------------
RIVERSOURCE DISCIPLINED EQUITY FUND (ACTUAL) (BUYING
FUND)
Class A $615,617,050 $3.68 167,150,404
Class B 19,106,810 3.66 5,220,151
Class C 1,812,341 3.64 498,359
Class I 287,977,080 3.70 77,797,924
Class R2 2,433 3.68 661
Class R3 2,436 3.69 661
Class R4 79,068,178 3.70 21,392,896
Class R5 2,436 3.69 661
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA
COMBINED, ASSUMING
REORGANIZATION OF ONLY RIVERSOURCE LARGE CAP EQUITY
FUND IS CONSUMMATED)
Class A $2,348,030,567 $3.68 637,914,947
Class B 245,676,301 3.66 67,124,384
Class C 12,950,551 3.64 3,558,307
Class I 318,149,919 3.70 85,952,745
Class R2 4,668 3.68 1,268
Class R3 4,670 3.69 1,266
Class R4 136,764,618 3.70 36,986,528
Class R5 19,507,071 3.69 5,286,470
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA
COMBINED, ASSUMING REORGANIZATION
OF ONLY SELIGMAN COMMON STOCK FUND IS CONSUMMATED)
Class A $692,483,709 $3.68 188,038,083
Class B 20,105,270 3.66 5,492,954
Class C 8,240,237 3.64 2,264,265
Class R2 1,597,664 3.68 434,148
Class R5 4,254,996 3.69 1,153,116
RIVERSOURCE DISCIPLINED EQUITY FUND (PRO FORMA
COMBINED, ASSUMING REORGANIZATIONS OF BOTH RIVERSOURCE
LARGE CAP EQUITY FUND AND SELIGMAN COMMON STOCK FUND
ARE CONSUMMATED)
Class A $2,424,902,626 $3.68 658,804,093
Class B 246,669,099 3.66 67,395,640
Class C 19,378,824 3.64 5,324,316
Class I 318,149,919 3.70 85,952,745
Class R2 1,600,043 3.68 434,794
Class R3 4,670 3.69 1,266
Class R4 136,764,618 3.70 36,986,528
Class R5 23,759,372 3.69 6,438,855
</Table>
OWNERSHIP OF SELLING FUND AND BUYING FUND SHARES
The following table provides information on shareholders who owned more than 5%
of any class of each Fund's outstanding shares as of Jan. 31, 2009. As of Jan.
31, 2009, officers and directors of each Fund, as a group, owned less than 1% of
the outstanding shares of any class of such Fund.
TABLE C-2. ACTUAL AND PRO FORMA OWNERSHIP OF FUND SHARES
<Table>
<Caption>
PERCENT OF SHARES PERCENT OF SHARES PERCENT OF
HELD -- RIVERSOURCE HELD -- RIVERSOURCE SHARES HELD
LARGE CAP EQUITY DISCIPLINED EQUITY FOLLOWING THE
FUND 5% OWNERS FUND (SELLING FUND) FUND (BUYING FUND) REORGANIZATION
- --------------------------------------------------------------------------------------------------------------------
RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND) AND RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND)
Class A None N/A N/A N/A
Class B None N/A N/A N/A
Class C None N/A N/A N/A
Class I RiverSource Portfolio Builder Moderate
Aggressive Fund 31.10% 16.47% 17.84%
RiverSource Portfolio Builder Moderate Fund 24.32% 12.95% 14.02%
RiverSource Portfolio Builder Total Equity Fund 18.11% 9.59% 10.39%
RiverSource Portfolio Builder Aggressive Fund 17.76% 9.38% 10.17%
</Table>
29
<Table>
<Caption>
PERCENT OF SHARES PERCENT OF SHARES PERCENT OF
HELD -- RIVERSOURCE HELD -- RIVERSOURCE SHARES HELD
LARGE CAP EQUITY DISCIPLINED EQUITY FOLLOWING THE
FUND 5% OWNERS FUND (SELLING FUND) FUND (BUYING FUND) REORGANIZATION
- --------------------------------------------------------------------------------------------------------------------
RiverSource Portfolio Builder Moderate
Conservative Fund 6.55% N/A 0.61%
RiverSource Income Builder Moderate Income Fund N/A 8.56% 7.76%
RiverSource Income Builder Basic Income Fund N/A 5.89% 5.34%
Class R2 RiverSource Investments LLC (RiverSource
Investments), Minneapolis, MN 100.00% 100.00% 100.00%
Class R3 RiverSource Investments 100.00% 100.00% 100.00%
Class R4 Wachovia Bank NA (Wachovia Bank), Charlotte, NC 99.76% 99.96% 99.78%
Class R5 Wachovia Bank 99.99% N/A 99.99%
RiverSource Investments N/A 100.00% 0.01%
</Table>
<Table>
<Caption>
PERCENT OF SHARES PERCENT OF SHARES PERCENT OF
HELD -- SELIGMAN HELD -- RIVERSOURCE SHARES HELD
COMMON STOCK FUND DISCIPLINED EQUITY FOLLOWING THE
FUND 5% OWNERS (SELLING FUND) FUND (BUYING FUND) REORGANIZATION
- ---------------------------------------------------------------------------------------------------------------------
SELIGMAN COMMON STOCK FUND (SELLING FUND) AND RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND)
Class A None N/A N/A N/A
Class B Merrill Lynch, Pierce Fenner & Smith Inc.
(MLPF&S), Jacksonville, FL 13.94% N/A 0.74%
Class C MLPF&S 24.83% N/A 19.31%
Class I RiverSource Portfolio Builder Moderate
Aggressive Fund N/A 16.47% 16.47%
RiverSource Portfolio Builder Moderate Fund N/A 12.95% 12.95%
RiverSource Portfolio Builder Total Equity Fund N/A 9.59% 9.59%
RiverSource Portfolio Builder Aggressive Fund N/A 9.38% 9.38%
RiverSource Income Builder Moderate Income Fund N/A 8.56% 8.56%
RiverSource Income Builder Basic Income Fund N/A 5.89% 5.89%
Class R2(*) RiverSource Investments N/A 100.00% 0.15%
Class R3 RiverSource Investments N/A 100.00% 99.86%
Class R4 Wachovia Bank N/A 99.96% 99.88%
Class R5(**) State Street Bank & Trust Co FBO North Carolina
College Savings Program -- NCBG, Westwood, MA 38.85% N/A 38.86%
Patterson & Co. FBO J. & W. Seligman Matched
Accumulation Plan, Charlotte, NC 19.82% N/A 19.82%
State Street Bank & Trust Co FBO North Carolina
College Savings Program -- NCBF, Westwood, MA 15.55% N/A 15.55%
State Street Bank & Trust Co FBO North Carolina
College Savings Program -- NCBH, Westwood, MA 10.39% N/A 10.39%
State Street Bank & Trust Co FBO North Carolina
College Savings Program -- NCBI, Westwood, MA 6.04% N/A 6.04%
Patterson & Co. FBO Seligman Data Corp 401(K)
Thrift Plan, Charlotte, NC 5.33% N/A 5.34%
</Table>
*Represents Class R2 shares for RiverSource Disciplined Equity Fund and
Class R shares for Seligman Common Stock Fund, which will be redesignated
as Class R2 shares effective on or about June 13, 2009.
**Represents Class R5 shares for RiverSource Disciplined Equity Fund and
Class I shares for Seligman Common Stock Fund, which will be redesignated
as Class R5 shares effective on or about June 13, 2009.
<Table>
<Caption>
PERCENT OF
SHARES HELD
FOLLOWING THE
FUND 5% OWNERS REORGANIZATION
- ------------------------------------------------------------------------------------------------
RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND), SELIGMAN COMMON STOCK FUND (SELLING FUND) AND
RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND)
Class A None N/A
Class B MLPF&S 0.06%
Class C MLPF&S 8.14%
Class I RiverSource Portfolio Builder Moderate Aggressive Fund 17.88%
RiverSource Portfolio Builder Moderate Fund 14.03%
RiverSource Portfolio Builder Total Equity Fund 10.40%
RiverSource Portfolio Builder Aggressive Fund 10.17%
RiverSource Portfolio Builder Moderate Conservative Fund 0.61%
RiverSource Income Builder Moderate Income Fund 7.76%
RiverSource Income Builder Basic Income Fund 5.34%
Class R2 RiverSource Investments 0.29%
</Table>
30
<Table>
<Caption>
PERCENT OF
SHARES HELD
FOLLOWING THE
FUND 5% OWNERS REORGANIZATION
- ------------------------------------------------------------------------------------------------
Class R3 RiverSource Investments 100.00%
Class R4 Wachovia Bank 99.78%
Class R5 RiverSource Investments 0.01%
Wachovia Bank 82.08%
State Street Bank & Trust Co FBO North Carolina College Savings
Program -- NCBG, Westwood, MA 7.00%
Patterson & Co FBO J. & W. Seligman & Co Matched Accumulation Plan,
Charlotte, NC 3.57%
State Street Bank & Trust Co FBO North Carolina College Savings
Program -- NCBF, Westwood, MA 2.80%
State Street Bank & Trust Co FBO North Carolina College Savings
Program -- NCBH, Westwood, MA 1.87%
State Street Bank & Trust Co FBO North Carolina College Savings
Program -- NCBI, Westwood, MA 1.09%
Patterson & Co FBO Seligman Data Corp 401(K) Thrift Plan, Charlotte,
NC 0.96%
</Table>
31
FINANCIAL HIGHLIGHTS
THE FINANCIAL HIGHLIGHTS TABLES ARE INTENDED TO HELP YOU UNDERSTAND THE BUYING
FUND'S FINANCIAL PERFORMANCE. CERTAIN INFORMATION REFLECTS FINANCIAL RESULTS FOR
A SINGLE BUYING FUND SHARE. THE TOTAL RETURNS IN THE TABLES REPRESENT THE RATE
THAT AN INVESTOR WOULD HAVE EARNED OR LOST ON AN INVESTMENT IN THE BUYING FUND
(ASSUMING REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS). THE INFORMATION FOR
THE BUYING FUND'S FISCAL YEARS ENDING JULY 31, 2008 AND JULY 31, 2007 HAS BEEN
AUDITED BY ERNST & YOUNG LLP, WHOSE REPORT, ALONG WITH THE BUYING FUND'S
FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS, IS INCLUDED IN THE BUYING FUND'S
MOST RECENT ANNUAL REPORT. THE INFORMATION FOR PRIOR PERIODS THROUGH THE FISCAL
YEAR ENDED JULY 31, 2006 HAS BEEN AUDITED BY OTHER AUDITORS, AS INDICATED IN THE
TABLES BELOW. THE AUDITORS' REPORT, FINANCIAL STATEMENTS AND FINANCIAL
HIGHLIGHTS FOR THE BUYING FUND ARE AVAILABLE UPON REQUEST.
TABLE C-3. FINANCIAL HIGHLIGHTS OF THE BUYING FUND
Class A
<Table>
<Caption>
PER SHARE INCOME AND CAPITAL CHANGES(A)
Fiscal period ended July 31, 2009(J) 2008 2007 2006 2005
Net asset value, beginning of period $5.88 $7.22 $6.74 $6.70 $5.95
- --------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) .04(b) .09(b) .08(b) .06 .04
Net gains (losses) (both realized and unrealized) (2.14) (1.00) .97 .35 .90
- --------------------------------------------------------------------------------------------------------------
Total from investment operations (2.10) (.91) 1.05 .41 .94
- --------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.05) (.06) (.06) (.06) (.03)
Distributions from realized gains (.15) (.37) (.51) (.31) (.16)
- --------------------------------------------------------------------------------------------------------------
Total distributions (.20) (.43) (.57) (.37) (.19)
- --------------------------------------------------------------------------------------------------------------
Net asset value, end of period $3.58 $5.88 $7.22 $6.74 $6.70
- --------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $620 $1,067 $1,410 $1,368 $28
- --------------------------------------------------------------------------------------------------------------
Gross expenses prior to expense
waiver/reimbursement(c),(d) .98%(e) .96% 1.05% 1.05% 1.35%
- --------------------------------------------------------------------------------------------------------------
Net expenses after expense
waiver/reimbursement(d),(f),(g) .98%(e) .96% 1.03% 1.02% 1.25%
- --------------------------------------------------------------------------------------------------------------
Net investment income (loss) 1.88%(e) 1.35% 1.13% .95% .84%
- --------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 35% 58% 62% 137% 64%
- --------------------------------------------------------------------------------------------------------------
Total return(h) (13.4-
(36.05%)(i) 0%) 15.92% 6.25% 15.95%
- --------------------------------------------------------------------------------------------------------------
</Table>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Per share amounts have been calculated using the average shares outstanding
method.
(c) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances.
(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) Adjusted to an annual basis.
(f) The Investment Manager and its affiliates have agreed to waive/reimburse
certain fees and expenses (excluding fees and expenses of acquired funds),
before giving effect to any performance incentive adjustment.
(g) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances. Earnings and bank fee credits were less than 0.01% of average net
assets for the six months ended Jan. 31, 2009 and for the year ended July
31, 2008.
(h) Total return does not reflect payment of a sales charge.
(i) Not annualized.
(j) Six months ended Jan. 31, 2009 (Unaudited).
32
Class B
<Table>
<Caption>
PER SHARE INCOME AND CAPITAL CHANGES(A)
Fiscal period ended July 31, 2009(J) 2008 2007 2006 2005
Net asset value, beginning of period $5.80 $7.12 $6.65 $6.62 $5.90
- --------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) .03(b) .04(b) .03(b) .01 .02
Net gains (losses) (both realized and unrealized) (2.12) (.99) .96 .34 .86
- --------------------------------------------------------------------------------------------------------------
Total from investment operations (2.09) (.95) .99 .35 .88
- --------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income -- -- (.01) (.01) --
Distributions from realized gains (.15) (.37) (.51) (.31) (.16)
- --------------------------------------------------------------------------------------------------------------
Total distributions (.15) (.37) (.52) (.32) (.16)
- --------------------------------------------------------------------------------------------------------------
Net asset value, end of period $3.56 $5.80 $7.12 $6.65 $6.62
- --------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $20 $35 $62 $73 $9
- --------------------------------------------------------------------------------------------------------------
Gross expenses prior to expense
waiver/reimbursement(c),(d) 1.74%(e) 1.72% 1.82% 1.85% 2.13%
- --------------------------------------------------------------------------------------------------------------
Net expenses after expense
waiver/reimbursement(d),(f),(g) 1.74%(e) 1.72% 1.79% 1.82% 2.04%
- --------------------------------------------------------------------------------------------------------------
Net investment income (loss) 1.12%(e) .59% .37% .20% .06%
- --------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 35% 58% 62% 137% 64%
- --------------------------------------------------------------------------------------------------------------
Total return(h) (14.0-
(36.36%)(i) 7%) 15.18% 5.42% 15.03%
- --------------------------------------------------------------------------------------------------------------
</Table>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Per share amounts have been calculated using the average shares outstanding
method.
(c) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances.
(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) Adjusted to an annual basis.
(f) The Investment Manager and its affiliates have agreed to waive/reimburse
certain fees and expenses (excluding fees and expenses of acquired funds),
before giving effect to any performance incentive adjustment.
(g) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances. Earnings and bank fee credits were less than 0.01% of average net
assets for the six months ended Jan. 31, 2009 and for the year ended July
31, 2008.
(h) Total return does not reflect payment of a sales charge.
(i) Not annualized.
(j) Six months ended Jan. 31, 2009 (Unaudited).
33
Class C
<Table>
<Caption>
PER SHARE INCOME AND CAPITAL CHANGES(A)
Fiscal period ended July 31, 2009(J) 2008 2007 2006 2005
Net asset value, beginning of period $5.78 $7.11 $6.65 $6.62 $5.90
- --------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) .03(b) .04(b) .03(b) .01 .01
Net gains (losses) (both realized and unrealized) (2.11) (.99) .96 .35 .87
- --------------------------------------------------------------------------------------------------------------
Total from investment operations (2.08) (.95) .99 .36 .88
- --------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.01) (.01) (.02) (.02) --
Distributions from realized gains (.15) (.37) (.51) (.31) (.16)
- --------------------------------------------------------------------------------------------------------------
Total distributions (.16) (.38) (.53) (.33) (.16)
- --------------------------------------------------------------------------------------------------------------
Net asset value, end of period $3.54 $5.78 $7.11 $6.65 $6.62
- --------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $2 $3 $3 $3 $--
- --------------------------------------------------------------------------------------------------------------
Gross expenses prior to expense
waiver/reimbursement(c),(d) 1.74%(e) 1.72% 1.81% 1.84% 2.13%
- --------------------------------------------------------------------------------------------------------------
Net expenses after expense
waiver/reimbursement(d),(f),(g) 1.74%(e) 1.72% 1.79% 1.81% 2.06%
- --------------------------------------------------------------------------------------------------------------
Net investment income (loss) 1.10%(e) .59% .36% .20% .02%
- --------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 35% 58% 62% 137% 64%
- --------------------------------------------------------------------------------------------------------------
Total return(h) (14.1-
(36.26%)(i) 1%) 15.14% 5.51% 15.03%
- --------------------------------------------------------------------------------------------------------------
</Table>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Per share amounts have been calculated using the average shares outstanding
method.
(c) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances.
(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) Adjusted to an annual basis.
(f) The Investment Manager and its affiliates have agreed to waive/reimburse
certain fees and expenses (excluding fees and expenses of acquired funds),
before giving effect to any performance incentive adjustment.
(g) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances. Earnings and bank fee credits were less than 0.01% of average net
assets for the six months ended Jan. 31, 2009 and for the year ended July
31, 2008.
(h) Total return does not reflect payment of a sales charge.
(i) Not annualized.
(j) Six months ended Jan. 31, 2009 (Unaudited).
34
Class I
<Table>
<Caption>
PER SHARE INCOME AND CAPITAL CHANGES(A)
Fiscal period ended July 31, 2009(I) 2008 2007 2006 2005
Net asset value, beginning of period $5.93 $7.27 $6.78 $6.73 $5.96
- --------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) .05(b) .11(b) .11(b) .08 .04
Net gains (losses) (both realized and unrealized) (2.17) (.99) .97 .36 .92
- --------------------------------------------------------------------------------------------------------------
Total from investment operations (2.12) (.88) 1.08 .44 .96
- --------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.07) (.09) (.08) (.08) (.03)
Distributions from realized gains (.15) (.37) (.51) (.31) (.16)
- --------------------------------------------------------------------------------------------------------------
Total distributions (.22) (.46) (.59) (.39) (.19)
- --------------------------------------------------------------------------------------------------------------
Net asset value, end of period $3.59 $5.93 $7.27 $6.78 $6.73
- --------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $277 $391 $441 $252 $82
- --------------------------------------------------------------------------------------------------------------
Gross expenses prior to expense
waiver/reimbursement(c),(d) .59%(e) .61% .70% .72% .91%
- --------------------------------------------------------------------------------------------------------------
Net expenses after expense
waiver/reimbursement(d),(f),(g) .59%(e) .61% .67% .70% .91%
- --------------------------------------------------------------------------------------------------------------
Net investment income (loss) 2.26%(e) 1.69% 1.47% 1.41% 1.19%
- --------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 35% 58% 62% 137% 64%
- --------------------------------------------------------------------------------------------------------------
Total return (36.07%)(h) (12.98%) 16.29% 6.73% 16.29%
- --------------------------------------------------------------------------------------------------------------
</Table>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Per share amounts have been calculated using the average shares outstanding
method.
(c) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances.
(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) Adjusted to an annual basis.
(f) The Investment Manager and its affiliates have agreed to waive/reimburse
certain fees and expenses (excluding fees and expenses of acquired funds),
before giving effect to any performance incentive adjustment.
(g) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances. Earnings and bank fee credits were less than 0.01% of average net
assets for the six months ended Jan. 31, 2009 and for the year ended July
31, 2008.
(h) Not annualized.
(i) Six months ended Jan. 31, 2009 (Unaudited).
35
Class R2
<Table>
<Caption>
PER SHARE INCOME AND CAPITAL CHANGES(A)
Fiscal period ended July 31, 2009(J) 2008 2007(B)
Net asset value, beginning of period $5.88 $7.21 $7.57
- -----------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)(c) .04 .08 .03
Net gains (losses) (both realized and unrealized) (2.15) (1.00) .20
- -----------------------------------------------------------------------------------------------------------------
Total from investment operations (2.11) (.92) .23
- -----------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.04) (.04) (.08)
Distributions from realized gains (.15) (.37) (.51)
- -----------------------------------------------------------------------------------------------------------------
Total distributions (.19) (.41) (.59)
- -----------------------------------------------------------------------------------------------------------------
Net asset value, end of period $3.58 $5.88 $7.21
- -----------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $-- $-- $--
- -----------------------------------------------------------------------------------------------------------------
Gross expenses prior to expense
waiver/reimbursement(d),(e) 1.37%(f) 1.41% 1.49%(f)
- -----------------------------------------------------------------------------------------------------------------
Net expenses after expense
waiver/reimbursement(e),(g),(h) 1.11%(f) 1.16% 1.48%(f)
- -----------------------------------------------------------------------------------------------------------------
Net investment income (loss) 1.78%(f) 1.15% .55%(f)
- -----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 35% 58% 62%
- -----------------------------------------------------------------------------------------------------------------
Total return (36.15%)(i) (13.51%) 3.31%(i)
- -----------------------------------------------------------------------------------------------------------------
</Table>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007.
(c) Per share amounts have been calculated using the average shares outstanding
method.
(d) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances.
(e) 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.
(f) Adjusted to an annual basis.
(g) The Investment Manager and its affiliates have agreed to waive/reimburse
certain fees and expenses (excluding fees and expenses of acquired funds),
before giving effect to any performance incentive adjustment.
(h) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances. Earnings and bank fee credits were less than 0.01% of average net
assets for the six months ended Jan. 31, 2009 and for the year ended July
31, 2008.
(i) Not annualized.
(j) Six months ended Jan. 31, 2009 (Unaudited).
36
Class R3
<Table>
<Caption>
PER SHARE INCOME AND CAPITAL CHANGES(A)
Fiscal period ended July 31, 2009(J) 2008 2007(B)
Net asset value, beginning of period $5.89 $7.22 $7.57
- -----------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)(c) .05 .09 .04
Net gains (losses) (both realized and unrealized) (2.15) (.99) .20
- -----------------------------------------------------------------------------------------------------------------
Total from investment operations (2.10) (.90) .24
- -----------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.06) (.06) (.08)
Distributions from realized gains (.15) (.37) (.51)
- -----------------------------------------------------------------------------------------------------------------
Total distributions (.21) (.43) (.59)
- -----------------------------------------------------------------------------------------------------------------
Net asset value, end of period $3.58 $5.89 $7.22
- -----------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $-- $-- $--
- -----------------------------------------------------------------------------------------------------------------
Gross expenses prior to expense
waiver/reimbursement(d),(e) 1.14%(f) 1.15% 1.24%(f)
- -----------------------------------------------------------------------------------------------------------------
Net expenses after expense
waiver/reimbursement(e),(g),(h) .87%(f) .90% 1.22%(f)
- -----------------------------------------------------------------------------------------------------------------
Net investment income (loss) 1.99%(f) 1.41% .81%(f)
- -----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 35% 58% 62%
- -----------------------------------------------------------------------------------------------------------------
Total return (36.03%)(i) (13.26%) 3.46%(i)
- -----------------------------------------------------------------------------------------------------------------
</Table>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007.
(c) Per share amounts have been calculated using the average shares outstanding
method.
(d) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances.
(e) 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.
(f) Adjusted to an annual basis.
(g) The Investment Manager and its affiliates have agreed to waive/reimburse
certain fees and expenses (excluding fees and expenses of acquired funds),
before giving effect to any performance incentive adjustment.
(h) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances. Earnings and bank fee credits were less than 0.01% of average net
assets for the six months ended Jan. 31, 2009 and for the year ended July
31, 2008.
(i) Not annualized.
(j) Six months ended Jan. 31, 2009 (Unaudited).
37
Class R4
<Table>
<Caption>
PER SHARE INCOME AND CAPITAL CHANGES(A)
Fiscal period ended July 31, 2009(I) 2008 2007 2006 2005
Net asset value, beginning of period $5.91 $7.25 $6.76 $6.71 $5.95
- --------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) .05(b) .10(b) .09(b) .07 .05
Net gains (losses) (both realized and unrealized) (2.16) (1.00) .98 .36 .91
- --------------------------------------------------------------------------------------------------------------
Total from investment operations (2.11) (.90) 1.07 .43 .96
- --------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.06) (.07) (.07) (.07) (.04)
Distributions from realized gains (.15) (.37) (.51) (.31) (.16)
- --------------------------------------------------------------------------------------------------------------
Total distributions (.21) (.44) (.58) (.38) (.20)
- --------------------------------------------------------------------------------------------------------------
Net asset value, end of period $3.59 $5.91 $7.25 $6.76 $6.71
- --------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $78 $126 $158 $224 $--
- --------------------------------------------------------------------------------------------------------------
Gross expenses prior to expense
waiver/reimbursement(c),(d) .89%(e) .91% .95% .87% 1.18%
- --------------------------------------------------------------------------------------------------------------
Net expenses after expense
waiver/reimbursement(d),(f),(g) .81%(e) .84% .87% .84% 1.06%
- --------------------------------------------------------------------------------------------------------------
Net investment income (loss) 2.05%(e) 1.47% 1.29% 1.10% 1.03%
- --------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 35% 58% 62% 137% 64%
- --------------------------------------------------------------------------------------------------------------
Total return (36.05%)(h) (13.26%) 16.15% 6.48% 16.25%
- --------------------------------------------------------------------------------------------------------------
</Table>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) Per share amounts have been calculated using the average shares outstanding
method.
(c) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances.
(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) Adjusted to an annual basis.
(f) The Investment Manager and its affiliates have agreed to waive/reimburse
certain fees and expenses (excluding fees and expenses of acquired funds),
before giving effect to any performance incentive adjustment.
(g) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances. Earnings and bank fee credits were less than 0.01% of average net
assets for the six months ended Jan. 31, 2009 and for the year ended July
31, 2008.
(h) Not annualized.
(i) Six months ended Jan. 31, 2009 (Unaudited).
38
Class R5
<Table>
<Caption>
PER SHARE INCOME AND CAPITAL CHANGES(A)
Fiscal period ended July 31, 2009(J) 2008 2007(B)
Net asset value, beginning of period $5.90 $7.24 $7.57
- -----------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)(c) .05 .11 .06
Net gains (losses) (both realized and unrealized) (2.15) (1.00) .20
- -----------------------------------------------------------------------------------------------------------------
Total from investment operations (2.10) (.89) .26
- -----------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.07) (.08) (.08)
Distributions from realized gains (.15) (.37) (.51)
- -----------------------------------------------------------------------------------------------------------------
Total distributions (.22) (.45) (.59)
- -----------------------------------------------------------------------------------------------------------------
Net asset value, end of period $3.58 $5.90 $7.24
- -----------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $-- $-- $--
- -----------------------------------------------------------------------------------------------------------------
Gross expenses prior to expense
waiver/reimbursement(d),(e) .61%(f) .66% .75%(f)
- -----------------------------------------------------------------------------------------------------------------
Net expenses after expense
waiver/reimbursement(e),(g),(h) .61%(f) .66% .74%(f)
- -----------------------------------------------------------------------------------------------------------------
Net investment income (loss) 2.25%(f) 1.66% 1.28%(f)
- -----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 35% 58% 62%
- -----------------------------------------------------------------------------------------------------------------
Total return (35.97%)(i) (13.09%) 3.76%(i)
- -----------------------------------------------------------------------------------------------------------------
</Table>
(a) For a share outstanding throughout the period. Rounded to the nearest cent.
(b) For the period from Dec. 11, 2006 (inception date) to July 31, 2007.
(c) Per share amounts have been calculated using the average shares outstanding
method.
(d) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances.
(e) 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.
(f) Adjusted to an annual basis.
(g) The Investment Manager and its affiliates have agreed to waive/reimburse
certain fees and expenses (excluding fees and expenses of acquired funds),
before giving effect to any performance incentive adjustment.
(h) Includes the impact of a performance incentive adjustment, if any. Expense
ratio is before reduction for earnings and bank fee credits on cash
balances. Earnings and bank fee credits were less than 0.01% of average net
assets for the six months ended Jan. 31, 2009 and for the year ended July
31, 2008.
(i) Not annualized.
(j) Six months ended Jan. 31, 2009 (Unaudited).
39
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EXHIBIT A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization dated as of , 2009 (the
"Agreement") is between each selling entity identified in Schedule A hereto
(each a "Selling Corporation")(1), on behalf of each series thereof identified
in Schedule A hereto as a Selling Fund (each a "Selling Fund"), buying entity
identified in Schedule A hereto ("Buying Corporation")(2), on behalf of its
series thereof identified in Schedule A hereto as the Buying Fund, and
RiverSource Investments, LLC (solely for the purposes of Sections 3c and 11 of
the Agreement).
This Agreement shall be treated for all purposes as if each reorganization
between a Selling Fund and the Buying Fund contemplated hereby had been the
subject of a separate agreement. As context requires a Selling Corporation that
is not organized as a series fund and that may not be considered or meet the
definition of "Selling Fund" as set forth above, may be referred to as a
"Selling Fund," for purposes of this Agreement.
In consideration of their mutual promises, the parties agree as follows:
1. SHAREHOLDER APPROVAL. Each Selling Fund will call a meeting of its
shareholders for the purpose of approving the Agreement and the transactions
it contemplates (each a "Reorganization"). The Buying Fund agrees to furnish
data and information, as reasonably requested, for the proxy statement to be
furnished to shareholders of the corresponding Selling Fund.
2. REORGANIZATION.
a. Plan of Reorganization. Each Reorganization will be a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended (the "Code"). At the Closing, each Selling Corporation will
convey all of the assets of each Selling Fund to the Buying Fund. The
Buying Fund will assume all liabilities of the corresponding Selling Fund.
At the Closing, the Buying Corporation will deliver shares of the Buying
Fund, including fractional shares, to the corresponding Selling
Corporation on behalf of the corresponding Selling Fund. The number of
shares will be determined by dividing the value of the net assets
attributable to each class of shares of each Selling Fund, computed as
described in paragraph 3(a), by the net asset value of one share of the
corresponding class of the Buying Fund, computed as described in paragraph
3(b). Each Selling Fund will not pay a sales charge on the receipt of the
Buying Fund's shares in exchange for the assets of such Selling Fund. In
addition, the shareholders of each Selling Fund will not pay a sales
charge on distribution to them of shares of the Buying Fund.
b. Closing and Effective Time of the Reorganization. The Reorganization and
all related acts necessary to complete the Reorganization (the "Closing")
will occur on the first day on which the New York Stock Exchange (the
"NYSE") is open for business following approval of shareholders of each
Selling Fund and receipt of all necessary regulatory approvals, or such
later date as the officers of the Selling Corporation and Buying
Corporation may agree.
3. VALUATION OF NET ASSETS.
a. The net asset value of each Selling Fund will be computed as of the close
of regular trading on the NYSE on the business day immediately preceding
the day of Closing (the "Valuation Date") using the valuation procedures
set forth in the Buying Fund's then current prospectus.
b. The net asset value per share of shares of the Buying Fund will be
determined as of the close of regular trading on the NYSE on the Valuation
Date, using the valuation procedures in the Buying Fund's then current
prospectus.
c. At the Closing, each Selling Fund will provide the Buying Fund with a copy
of the computation showing the valuation of the net asset value per share
of such Selling Fund on the Valuation Date, and the Buying Fund will
provide the corresponding Selling Fund with a copy of the computation
showing the determination of the net asset value per share of the Buying
Fund on the Valuation Date. Both computations will be certified by an
officer of RiverSource Investments, LLC, the investment manager.
4. LIQUIDATION AND DISSOLUTION OF THE SELLING FUND.
a. On the date of the Closing, each Selling Corporation will liquidate each
Selling Fund and distribute shares of each class of the Buying Fund to the
shareholders of record of such Selling Fund's corresponding class. The
Buying Fund will establish shareholder accounts in the names of each
corresponding Selling Fund shareholder, representing the respective pro
rata number of full and fractional shares of such class of the Buying Fund
due to each such shareholder. All issued and outstanding shares of each
Selling Fund will simultaneously be cancelled on the books of each Selling
- ----------
(1) The Selling Corporation for the Reorganization of Seligman Common Stock
Fund, Inc. is a Maryland corporation and the Selling Corporation for the
Reorganization of RiverSource Large Cap Equity Fund is a Minnesota
corporation.
(2) The Buying Corporation for RiverSource Disciplined Equity Fund is a
Minnesota corporation.
A.1
Corporation. The Buying Fund or its transfer agent will establish
shareholder accounts in accordance with instructions from the
corresponding Selling Corporation.
b. Immediately after the close of business on the Valuation Date, the share
transfer books of each Selling Corporation relating to each Selling Fund
will be closed and no further transfer of shares will be made.
c. Promptly after the Closing, the Buying Fund or its transfer agent will
notify each shareholder of the corresponding Selling Fund of the number of
shares distributed to the shareholder and confirm the registration in the
shareholder's name.
d. As promptly as practicable after the Closing, and in no event later than
twelve months from the date of the Closing, each Selling Fund will be
dissolved.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYING CORPORATION.
With respect to each Reorganization, the Buying Corporation represents and
warrants to the Selling Fund as follows:
a. Organization, Existence, etc. The Buying Corporation is a corporation duly
organized, validly existing and in good standing under the laws of the
state of Minnesota and has the power to carry on its business as it is now
being conducted.
b. Registration as Investment Company. The Buying Corporation, or in the case
of separate series funds, the Buying Corporation, of which the Buying Fund
is a series, is registered under the Investment Company Act of 1940 (the
"1940 Act") as an open-end, management investment company.
c. Capitalization. The Buying Corporation has authorized capital of
10,000,000,000 shares of common stock, par value $0.01 per share. All of
the outstanding shares of the Buying Corporation have been duly authorized
and are validly issued, fully paid and non-assessable. Since the Buying
Fund is engaged in the continuous offering and redemption of its shares,
the number of outstanding shares may vary daily.
d. Financial Statements. The Buying Fund's audited financial statements as of
the end of the last fiscal year, and the subsequent unaudited semi-annual
financial statements, if any (the "Buying Fund Financial Statements"),
fairly present the financial position of the Buying Fund and the results
of its operations and changes in its net assets for the periods shown.
e. Shares to be Issued Upon Reorganization. The shares to be issued in
connection with the Reorganization will be duly authorized and, at the
time of the Closing, will be validly issued, fully paid and non-
assessable.
f. Authority Relative to the Agreement. The Buying Corporation has the power
to enter into and carry out the obligations described in this Agreement.
The Agreement and the transactions contemplated by it have been duly
authorized by the Board of Directors of the Buying Corporation and no
other proceedings by the Buying Corporation or the Buying Fund are
necessary.
g. No Violation. The Buying Corporation is not in violation of its Articles
of Incorporation or By-Laws (the "Articles") or in default in the
performance of any material agreement to which it is a party. The
execution of this Agreement and the completion of the transactions
contemplated by it will not conflict with, or constitute a breach of, any
material contract or other instrument to which the Buying Fund is subject.
The transactions will not result in any violation of the provisions of the
Articles or any law, administrative regulation or administrative or court
decree applicable to the Buying Fund.
h. Liabilities. The Buying Fund has no known liabilities of a material
amount, contingent or otherwise, other than liabilities disclosed in the
Buying Fund Financial Statements, liabilities incurred in the ordinary
course of business subsequent to the date of the latest annual or semi-
annual financial statements, or liabilities previously disclosed to the
Selling Fund.
i. Litigation. There is no litigation, administrative proceeding or
investigation before any court or governmental body currently pending or,
to the knowledge of the Buying Fund, threatened, that would materially and
adversely affect the Buying Fund, its financial condition or the conduct
of its business, or that would prevent or hinder completion of the
transactions contemplated by this Agreement. The Buying Fund knows of no
facts that might form the basis for the institution of any such
litigation, proceeding or investigation and the Buying Fund is not a party
to or subject to the provisions of any order, decree or judgment.
j. Contracts. Except for contracts and agreements previously disclosed to the
Selling Corporation, the Buying Fund is not a party to or subject to any
material contract, debt instrument, plan, lease, franchise, license or
permit.
k. Regulated Investment Company Qualification. The Buying Fund has qualified
and met the requirements for treatment as a "regulated investment company"
within the meaning of Section 851 of the Code with respect to each taxable
year
A.2
since commencement of its operations and will continue to meet such
requirements and to so qualify at all times through the Closing.
l. Taxes. As of the Closing, the Buying Fund will (i) have filed all federal
and other tax returns and reports that have been required to be filed,
(ii) have paid or provided for payment of all federal and other taxes
shown to be due on such returns or on any assessments received, (iii) have
adequately provided for all tax liabilities on its books, (iv) except as
disclosed to the Selling Fund, not have had any tax deficiency or
liability asserted against it or question with respect thereto raised, and
(v) except as disclosed to the Selling Fund, not be under audit by the
Internal Revenue Service or by any state or local tax authority for taxes
in excess of those already paid.
m. Registration Statement. The Buying Fund will file a registration statement
on Form N-14 (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933 (the "1933 Act")
relating to the shares to be issued in the Reorganization. At the time the
Registration Statement becomes effective, at the time of the shareholders'
meeting described in paragraph 1 and at the Closing, the Registration
Statement will not contain an untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein not
misleading. However, none of the representations and warranties in this
subsection apply to statements in, or omissions from, the Registration
Statement made in reliance on information furnished by the Selling Fund
for use in the Registration Statement.
n. Business Activities. The Buying Fund will operate its business in the
ordinary course between the date hereof and the date of the Closing, it
being understood that such ordinary course of business will include
regular and customary periodic dividends and distributions and any other
distribution that may be advisable.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLING CORPORATION.
With respect to each Reorganization, the Selling Corporation represents and
warrants to the Buying Fund as follows:
a. Organization, Existence, etc. The Selling Corporation is a corporation
duly organized, validly existing and in good standing under the laws of
the state of Maryland and has the power to carry on its business as it is
now being conducted.
b. Registration as Investment Company. The Selling Corporation, or in the
case of a separate series funds, the Selling Corporation, of which the
Selling Fund is a series, is registered under the 1940 Act as an open-end,
management investment company.
c. Capitalization. The Selling Corporation has authorized capital of
4,000,000,000 shares of common stock, par value $0.001 per share. All of
the outstanding shares have been duly authorized and are validly issued,
fully paid and non-assessable. Since the Selling Fund is engaged in the
continuous offering and redemption of its shares, the number of
outstanding shares may vary daily.
d. Financial Statements. The Selling Fund's audited financial statements as
of the end of the last fiscal year, and the subsequent unaudited semi-
annual financial statements, if any (the "Selling Fund Financial
Statements"), fairly present the financial position of the Selling Fund,
and the results of its operations and changes in its net assets for the
periods shown.
e. Authority Relative to the Agreement. The Selling Corporation has the power
to enter into and to carry out its obligations under this Agreement. The
Agreement and the transactions contemplated by it have been duly
authorized by the Board of Directors of the Selling Corporation and no
other proceedings by the Selling Corporation or the Selling Fund are
necessary, other than the approval of shareholders contemplated in
paragraph 1.
f. No Violation. The Selling Corporation is not in violation of its Articles
or in default in the performance of any material agreement to which it is
a party or in default in the performance of any material agreement to
which it is a party). The execution of this Agreement and the completion
of the transactions contemplated by it will not conflict with or
constitute a breach of, any material contract to which the Selling Fund is
subject. The transactions will not result in any violation of the
provisions of the Articles, as the case may be, or any law, administrative
regulation or administrative or court decree applicable to the Selling
Fund.
g. Liabilities. The Selling Fund has no known liabilities of a material
amount, contingent or otherwise, other than liabilities disclosed in the
Selling Fund Financial Statements, liabilities incurred in the ordinary
course of business subsequent to the date of the latest annual or semi-
annual financial statements, or liabilities previously disclosed to the
Buying Fund.
h. Litigation. There is no litigation, administrative proceeding or
investigation before any court or governmental body currently pending or,
to the knowledge of the Selling Fund, threatened, that would materially
and adversely affect the Selling Fund, its financial condition or the
conduct of its business, or that would prevent or hinder completion of the
transactions contemplated by this Agreement. The Selling Fund knows of no
facts that might form the basis for the institution of any such
litigation, proceeding or investigation and is not a party to or subject
to the provisions of any order, decree or judgment.
A.3
i. Contracts. Except for contracts and agreements previously disclosed to the
Buying Corporation, the Selling Fund is not a party to or subject to any
material contract, debt instrument, plan, lease, franchise, license or
permit.
j. Regulated Investment Company Qualification. The Selling Fund has qualified
and met the requirements for treatment as a "regulated investment company"
within the meaning of Section 851 of the Code with respect to each taxable
year since commencement of its operations and will continue to meet such
requirements and to so qualify at all times through the Closing.
k. Taxes. As of the Closing, the Selling Fund will (i) have filed all federal
and other tax returns and reports that have been required to be filed,
(ii) have paid or provided for payment of all federal and other taxes
shown to be due on such returns or on any assessments received, (iii) have
adequately provided for all tax liabilities on its books, (iv) except as
disclosed to the Buying Fund, not have had any tax deficiency or liability
asserted against it or question with respect thereto raised, and (v)
except as disclosed to the Buying Fund, not be under audit by the Internal
Revenue Service or by any state or local tax authority for taxes in excess
of those already paid.
l. Fund Securities. All securities listed in the schedule of investments of
the Selling Fund as of the Closing will be owned by the Selling Fund free
and clear of any encumbrances, except as indicated in the schedule.
m. Registration Statement. The Selling Fund will cooperate with the Buying
Fund and will furnish information relating to the Selling Corporation and
the Selling Fund required in the Registration Statement. At the time the
Registration Statement becomes effective, at the time of the shareholders'
meeting described in paragraph 1 and at the Closing, the Registration
Statement, as it relates to the Selling Corporation or the Selling Fund,
will not contain an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein not misleading.
However, the representations and warranties in this subsection apply only
to statements in or omissions from the Registration Statement made in
reliance upon information furnished by the Selling Corporation or the
Selling Fund for use in the Registration Statement.
n. Provision of Books and Records. The Selling Fund will provide its books
and records to the Buying Fund for purposes of preparing any tax returns
required by law to be filed after the Closing date, including (1) the tax
return for the period ending on the Closing date, and (2) the tax return
for the period beginning the day after the Closing and ending the earlier
of the current fiscal year-end of the Buying Fund and the taxable year end
chosen by the corresponding Buying Fund following the Reorganization.
o. Business Activities. The Selling Fund will operate its business in the
ordinary course between the date hereof and the date of the Closing, it
being understood that such ordinary course of business will include
regular and customary periodic dividends and distributions and any other
distribution that may be advisable.
7. CONDITIONS TO OBLIGATIONS OF THE BUYING CORPORATION. The obligations of the
Buying Corporation with respect to each Reorganization are subject to the
satisfaction of the following conditions:
a. Shareholder Approval. For RiverSource Large Cap Equity Fund this Agreement
will have been approved by the affirmative vote of the holders of the
majority of the voting power of all Selling Fund shares entitled to vote
and for Seligman Common Stock Fund this Agreement will have been approved
by the affirmative vote of a majority of the outstanding voting securities
of the Selling Fund. A vote of a majority of the outstanding voting
securities of the Selling Fund is defined in 1940 Act as a vote of the
lesser of (a) 67% or more of the shares of the Selling Fund that are
present or represented by proxy at the Meeting, if more than 50% of the
outstanding shares are present in person or by proxy at the Meeting; or
(b) more than 50% of the outstanding shares of the Selling Fund.
b. Representations, Warranties and Agreements. The Selling Corporation and
the Selling Fund will have complied with this Agreement and each of the
representations and warranties in this Agreement will be true in all
material respects as of the date of the Closing. An officer of the Selling
Corporation will provide a certificate to the Buying Fund confirming that,
as of the Closing, the representations and warranties set forth in Section
6 are true and correct and that there have been no material adverse
changes in the financial condition, results of operations, business,
properties or assets of the corresponding Selling Fund since the date of
its last financial statement, except as otherwise indicated in any
financial statements, certified by an officer of the Selling Corporation,
and delivered to the Buying Fund on the date of the Closing.
c. Regulatory Approvals.
- The Registration Statement referred to in Sections 5(m) and 6(m) will be
effective and no stop orders under the 1933 Act will have been issued.
- All necessary approvals, consents and exemptions from federal and state
regulatory authorities will have been obtained.
A.4
d. Opinion of Counsel. The Buying Corporation will have received an opinion
of counsel for the Selling Corporation, dated as of the date of the
Closing, to the effect that: (i) For Seligman Common Stock Fund, Inc., the
Selling Corporation is a corporation duly organized and validly existing
under the laws of the state of Maryland; for RiverSource Large Cap Equity
Fund, the Selling Corporation is a corporation duly organized and validly
existing under the laws of the state of Minnesota; (ii) each Selling Fund
is a series of the Selling Corporation, an open-end management investment
company registered under the 1940 Act, as applicable; (iii) this Agreement
and the Reorganization has been duly authorized and approved by all
requisite action of the Selling Corporation and each Selling Fund and this
Agreement has been duly executed by, and is a valid and binding obligation
of, the Selling Corporation.
e. Declaration of Dividend. The Selling Fund will have declared, prior to the
Closing, a dividend or dividends, which, together with all previous such
dividends, shall have the effect of distributing to the Selling Fund
shareholders (i) all of the excess of (x) the Selling Fund's investment
income excludable from gross income under Section 103 of the Code over (y)
the Selling Fund's deductions disallowed under Sections 265 and 171 of the
Code, (ii) all of the Selling Fund's investment company taxable income as
defined in Section 852 of the Code (in each case computed without regard
to any deduction for dividends paid) and (iii) all of the Selling Fund's
net capital gain realized (after reduction for any capital loss
carryover), in each case for the current taxable year (which will end on
the Closing date) and any preceding taxable years for which such a
dividend is eligible to be made under Section 855 of the Code.
8. CONDITIONS TO OBLIGATIONS OF THE SELLING CORPORATION. The obligations of the
Selling Corporation with respect to each Reorganization are subject to the
satisfaction of the following conditions:
a. Shareholder Approval. For RiverSource Large Cap Equity Fund this Agreement
will have been approved by the affirmative vote of the holders of the
majority of the voting power of all Selling Fund shares entitled to vote
and for Seligman Common Stock Fund this Agreement will have been approved
by the affirmative vote of a majority of the outstanding voting securities
of the Selling Fund. A vote of a majority of the outstanding voting
securities of the Selling Fund is defined in 1940 Act as a vote of the
lesser of (a) 67% or more of the shares of the Selling Fund that are
present or represented by proxy at the Meeting, if more than 50% of the
outstanding shares are present in person or by proxy at the Meeting; or
(b) more than 50% of the outstanding shares of the Selling Fund.
b. Representations, Warranties and Agreements. The Buying Fund will have
complied with this Agreement and each of the representations and
warranties in this Agreement will be true in all material respects as of
the date of the Closing. An officer of the Buying Corporation will provide
a certificate to each Selling Fund confirming that, as of the Closing, the
representations and warranties set forth in Section 5 are true and correct
and that there have been no material adverse changes in the financial
condition, results of operations, business, properties or assets of the
Buying Fund since the date of its last financial statement, except as
otherwise indicated in any financial statements, certified by an officer
of the Buying Corporation, and delivered to such Selling Fund on or prior
to the last business day before the Closing.
c. Regulatory Approvals.
- The Registration Statement referred to in Sections 5(m) and 6(m) will be
effective and no stop orders under the 1933 Act will have been issued.
- All necessary approvals, consents and exemptions from federal and state
regulatory authorities will have been obtained.
d. Opinion of Counsel. The Selling Corporation will have received the opinion
of counsel for the Buying Corporation, dated as of the date of the
Closing, to the effect that: (i) the Buying Corporation is a corporation
duly organized and validly existing under the laws of the state of
Minnesota; (ii) each Buying Fund is a series of the Buying Corporation, an
open-end management investment company registered under the 1940 Act;
(iii) this Agreement and the Reorganization has been authorized and
approved by all requisite action of the Buying Corporation and the Buying
Fund and this Agreement has been duly executed by, and is a valid and
binding obligation of, the Buying Corporation; and (iv) the shares to be
issued in the Reorganization are duly authorized and upon issuance in
accordance with this Agreement will be validly issued, fully paid and non-
assessable shares of the Buying Fund.
9. CONDITIONS TO OBLIGATIONS OF THE SELLING CORPORATION AND THE BUYING
CORPORATION. The obligations of each of the Selling Corporation and the
Buying Corporation with respect to each Reorganization are subject to the
satisfaction of the following conditions:
Tax Opinion. With respect to the Reorganization between a Selling Fund and
the Buying Fund, the Selling Fund shall have received an opinion of Ropes &
Gray LLP satisfactory to such Selling Fund, and the Buying Fund shall have
received an opinion of Ropes & Gray LLP satisfactory to the Buying Fund, each
substantially to the effect that, on the basis of existing provisions of the
Code, Treasury regulations promulgated thereunder, current administrative
rules,
A.5
pronouncements and court decisions, although the matter is not free from
doubt, generally for federal income tax purposes:
a. The acquisition by the Buying Fund of the assets of the Selling Fund in
exchange for the Buying Fund's assumption of all liabilities of the
Selling Fund and delivery to the Selling Fund of the acquisition shares,
followed by the distribution by the Selling Fund of the acquisition shares
to the shareholders of the Selling Fund in exchange for their Selling Fund
shares, all as provided in paragraph 2(a) and 4(a) hereof, will constitute
a reorganization within the meaning of Section 368(a) of the Code, and the
Selling Fund and the Buying Fund will each be "a party to a
reorganization" within the meaning of Section 368(b) of the Code;
b. No gain or loss will be recognized by the Selling Fund upon (i) the
transfer of its assets to the Buying Fund in exchange for the acquisition
shares and the assumption by the Buying Fund of all liabilities of the
Selling Fund or (ii) the distribution of the acquisition shares by the
Selling Fund to its shareholders in liquidation, as contemplated in
paragraph 4(a) hereof;
c. No gain or loss will be recognized by the Buying Fund upon receipt of the
assets of the Selling Fund in exchange for acquisition shares and the
assumption by the Buying Fund of all liabilities of the Selling Fund as
contemplated in paragraph 2(a) hereof;
d. The tax basis in the hands of the Buying Fund of the assets of the Selling
Fund transferred to the Buying Fund in the Reorganization will be the same
as the tax basis of such assets in the hands of the Selling Fund
immediately prior to the transfer;
e. The holding periods of the assets of the Selling Fund in the hands of the
Buying Fund will include the periods during which such assets were held by
the Selling Fund;
f. No gain or loss will be recognized by the Selling Fund's shareholders upon
the exchange of their shares of the Selling Fund for the acquisition
shares;
g. The aggregate tax basis of the acquisition shares the Selling Fund
shareholder receives in the Reorganization will be the same as the
aggregate tax basis of his or her Selling Fund's shares exchanged
therefor;
h. The Selling Fund shareholder's holding period for the acquisition shares
will include the period for which he or she held the Selling Fund's shares
exchanged therefor, provided that the shareholder held such Selling Fund's
shares as capital assets on the date of the exchange; and
i. The Buying Fund will succeed to and take into account the items of the
Selling Fund described in Section 381(c) of the Code, subject to the
conditions and limitations specified in Sections 381, 382, 383 and 384 of
the Code and the regulations thereunder.
Ropes & Gray LLP will express no view with respect to the effect of the
Reorganization on any transferred asset as to which any unrealized gain or
loss is required to be recognized under federal income tax principles (i) at
the end of a taxable year or upon the termination thereof or (ii) upon the
transfer of such asset regardless of whether such a transfer would otherwise
be a non-taxable transaction.
Each opinion will be based on certain factual certifications made by officers
of the Selling Fund and the Buying Fund, and will also be based on customary
assumptions. The opinions are not guarantees that the tax consequences of the
Reorganizations will be as described above. The opinions will note and
distinguish certain published precedent. There is no assurance that the
Internal Revenue Service or a court would agree with the opinions.
10. AMENDMENT; TERMINATION; NON-SURVIVAL OF COVENANTS, WARRANTIES AND
REPRESENTATIONS.
a. This Agreement may be amended in writing if authorized by the respective
Boards of Directors. The Agreement may be so amended at any time before or
after the shareholder approval contemplated by paragraph 1 is obtained.
b. At any time prior to the Closing, any of the parties may waive in writing
(i) any inaccuracies in the representations and warranties made to it and
(ii) compliance with any of the covenants or conditions made for its
benefit.
c. Each party hereto may terminate this Agreement at any time prior to the
Closing by notice to the other party if a material condition to its
performance or a material covenant of the other party is not fulfilled on
or before the date specified for its fulfillment or a material breach of
this Agreement is made by the other party and is not cured.
d. This Agreement may be terminated by any party at any time prior to the
Closing, whether before or after approval by the shareholders of each
Selling Fund, without any liability on the part of any party or its
respective directors, officers, or shareholders, on written notice to the
other party, and shall be terminated without liability as of the close of
business on _____________, or a later date agreed upon by the officers of
the Selling Corporation and the Buying Corporation, if the Closing is not
effected on or prior to that date.
A.6
e. The representations, warranties and covenants contained in this Agreement,
or in any document delivered in connection with this Agreement, will
survive the Reorganization.
11. EXPENSES. All fees paid to governmental authorities for the registration or
qualification of the acquisition shares and all transfer agency costs
related to the acquisition shares shall be borne by the Buying Fund. Certain
non-recurring Reorganization costs and related Reorganization expenses may
be borne by a Selling Fund to the extent the Reorganization is expected to
result in a reduction to the expense ratio for such Selling Fund.
Reorganization costs and related Reorganization expenses include (i) legal
and auditor or accounting fees ("Professional Fees") associated with the
preparation and filing of the proxy statement/prospectus and (ii) expenses
associated with the printing and mailing of any shareholder communications,
including the proxy statement/prospectus that forms a part of the
Registration Statement, and fees and expenses of any proxy solicitation firm
retained in connection with the Reorganization ("Proxy Vendor Expenses").
Professional Fees shall be allocated among each Selling Fund on an equal
weighted basis regardless of asset size or number of accounts. Proxy Vendor
Expenses shall be allocated among the Selling Funds based on number of
shareholder accounts. Notwithstanding the foregoing, the fees and expenses
borne by any Selling Fund will not exceed the excess of (i) the total
anticipated reduction in fees and expenses expected to be borne by such
Selling Fund over the first twelve months following its Reorganization over
(ii) the cost expected to be borne by such Selling Fund related to the
discontinuance of operations of Seligman Data Corp. Any fees and expenses
that would have been eligible to be borne by a Selling Fund but for the
preceding sentence and all other Reorganization related costs and expenses
will be borne by RiverSource Investments, LLC. Each Selling Fund will bear
the full cost of any brokerage or other transaction costs associated with
the sale or purchase of portfolio securities in connection with its
Reorganization. Should any Reorganization fail to occur, RiverSource
Investments, LLC will bear all costs associated with the Reorganization.
12. GENERAL.
a. Headings. The headings contained in this Agreement are for reference
purposes only and will not affect the meaning or interpretation of this
Agreement. Nothing in this Agreement is intended to confer upon any other
person any rights or remedies by reason of this Agreement.
b. Governing Law. This Agreement will be governed by the laws of the state of
Minnesota.
IN WITNESS WHEREOF, each of the parties, individually and not jointly, has
caused this Agreement to be signed.
SELIGMAN COMMON STOCK FUND, INC.
By: --------------------------
Name: --------------------------
Title: --------------------------
RIVERSOURCE LARGE CAP SERIES, INC., on behalf of
RiverSource Large Cap Equity Fund
By: --------------------------
Name: --------------------------
Title: --------------------------
RIVERSOURCE LARGE CAP SERIES, INC., on behalf of
RiverSource Disciplined Equity Fund
By: --------------------------
Name: --------------------------
Title: --------------------------
The undersigned is a party to this Agreement for the purposes of Section 3c and
11 only.
RIVERSOURCE INVESTMENTS, LLC
By: --------------------------
Name: --------------------------
Title: --------------------------
A.7
SCHEDULE A
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------
SELLING ENTITY SELLING FUND BUYING ENTITY BUYING FUND
- ----------------------------------------------------------------------------------------------------------
RiverSource RiverSource Large Cap Fund
Large Cap RiverSource Large Cap RiverSource Disciplined
Series, Inc. Series, Inc. Equity Fund
- ------------------------------------------------
Seligman Common Stock Fund, Inc.
- ----------------------------------------------------------------------------------------------------------
</Table>
A.8
EXHIBIT B
MINNESOTA BUSINESS CORPORATION ACT SECTIONS 302A.471 AND 302A.473
Minnesota law requires that we provide you with a copy of the state law on
dissenters' rights. Notwithstanding the provisions of the law set out below, the
SEC has taken the position that use of state appraisal procedures by a
registered mutual fund such as RiverSource Large Cap Equity Fund would be a
violation of Rule 22c-1, the forward pricing rule, under the 1940 Act. As a
result, if any shareholder elects to exercise dissenters' rights under Minnesota
law, the Fund intends to submit this question to a court of competent
jurisdiction. In that event, a dissenting shareholder would not receive any
payment until the end of the court proceeding.
302A.471. RIGHTS OF DISSENTING SHAREHOLDERS
SUBDIVISION 1. ACTIONS CREATING RIGHTS. A shareholder of a corporation may
dissent from, and obtain payment for the fair value of the shareholder's shares
in the event of, any of the following corporate actions:
(a) unless otherwise provided in the articles, an amendment of the articles that
materially and adversely affects the rights or preferences of the shares of
the dissenting shareholder in that it:
(1) alters or abolishes a preferential right of the shares;
(2) creates, alters, or abolishes a right in respect of the redemption of the
shares, including a provision respecting a sinking fund for the redemption
or repurchase of the shares;
(3) alters or abolishes a preemptive right of the holder of the shares to
acquire shares, securities other than shares, or rights to purchase shares
or securities other than shares;
(4) excludes or limits the right of a shareholder to vote on a matter, or to
cumulate votes, except as the right may be excluded or limited through the
authorization or issuance of securities of an existing or new class or
series with similar or different voting rights; except that an amendment
to the articles of an issuing public corporation that provides that
section 302A.671 does not apply to a control share acquisition does not
give rise to the right to obtain payment under this section;
(5) eliminates the right to obtain payment under this subdivision;
(b) a sale, lease, transfer, or other disposition of property and assets of the
corporation that requires shareholder approval under section 302A.661,
subdivision 2, but not including a disposition in dissolution described in
section 302A.725, subdivision 2, or a disposition pursuant to an order of a
court, or a disposition for cash on terms requiring that all or
substantially all of the net proceeds of disposition be distributed to the
shareholders in accordance with their respective interests within one year
after the date of disposition;
(c) a plan of merger, whether under this chapter or under chapter 322B, to which
the corporation is a party, except as provided in subdivision 3, and except
for a plan of merger adopted under section 302A.626;
(d) a plan of exchange, whether under this chapter or under chapter 322B, to
which the corporation is a party as the corporation whose shares will be
acquired by the acquiring corporation, except as provided in subdivision 3;
(e) a plan of conversion adopted by the corporation; or
(f) Any other corporate action taken pursuant to a shareholder vote with respect
to which the articles, the bylaws, or a resolution approved by the board
directs that dissenting shareholders may obtain payment for their shares.
SUBDIVISION 2. BENEFICIAL OWNERS.
(a) A shareholder shall not assert dissenters' rights as to less than all of the
shares registered in the name of the shareholder, unless the shareholder
dissents with respect to all the shares that are beneficially owned by
another person but registered in the name of the shareholder and discloses
the name and address of each beneficial owner on whose behalf the
shareholder dissents. In that event, the rights of the dissenter shall be
determined as if the shares as to which the shareholder has dissented and
the other shares were registered in the names of different shareholders.
(b) A beneficial owner of shares who is not the shareholder may assert
dissenters' rights with respect to shares held on behalf of the beneficial
owner, and shall be treated as a dissenting shareholder under the terms of
this section and section 302A.473, if the beneficial owner submits to the
corporation at the time of or before the assertion of the rights a written
consent of the shareholder.
SUBDIVISION 3. RIGHTS NOT TO APPLY.
(a) Unless the articles, the bylaws, or a resolution approved by the board
otherwise provide, the right to obtain payment under this section does not
apply to a shareholder of (1) the surviving corporation in a merger with
respect to shares of the
B.1
shareholder that are not entitled to be voted on the merger and are not
canceled or exchanged in the merger or (2) the corporation whose shares will
be acquired by the acquiring organization in a plan of exchange with respect
to shares of the shareholder that are not entitled to be voted on the plan
of exchange and are not exchanged in the plan of exchange.
(b) If a date is fixed according to section 302A.445, subdivision 1, for the
determination of shareholders entitled to receive notice of and to vote on
an action described in subdivision 1, only shareholders as of the date
fixed, and beneficial owners as of the date fixed who hold through
shareholders, as provided in subdivision 2, may exercise dissenters' rights.
(c) Notwithstanding subdivision 1, the right to obtain payment under this
section, other than in connection with a plan of merger adopted under
section 302A.621, is limited in accordance with the following provisions:
(1) The right to obtain payment under this section is not available for the
holders of shares of any class or series of shares that is listed on the
New York Stock Exchange or the American Stock Exchange or designated as a
national market security on the Nasdaq Stock Market.
(2) The applicability of clause (1) is determined as of:
(i) the record date fixed to determine the shareholders entitled to receive
notice of, and to vote at, the meeting of shareholders to act upon the
corporate action described in subdivision 1; or
(ii) the day before the effective date of corporate action described in
subdivision 1 if there is no meeting of shareholders.
(3) Clause (1) is not applicable, and the right to obtain payment under this
section is available pursuant to subdivision 1, for the holders of any
class or series of shares who are required by the terms of the corporate
action described in subdivision 1 to accept for such shares anything other
than shares, or cash in lieu of fractional shares, of any class or any
series of shares of a domestic or foreign corporation, or any other
ownership interest of any other organization, that satisfies the standards
set forth in clause (1) at the time the corporate action becomes
effective.
SUBDIVISION 4. OTHER RIGHTS. The shareholders of a corporation who have a right
under this section to obtain payment for their shares, or who would have the
right to obtain payment for their shares absent the exception set forth in
paragraph (c) of subdivision 3, do not have a right at law or in equity to have
a corporate action described in subdivision 1 set aside or rescinded, except
when the corporate action is fraudulent with regard to the complaining
shareholder or the corporation.
302A.473. PROCEDURES FOR ASSERTING DISSENTERS' RIGHTS
SUBDIVISION 1. DEFINITIONS.
(a) For purposes of this section, the terms defined in this subdivision have the
meanings given them.
(b) "Corporation" means the issuer of the shares held by a dissenter before the
corporate action referred to in section 302A.471, subdivision 1 or the
successor by merger of that issuer.
(c) "Fair value of the shares" means the value of the shares of a corporation
immediately before the effective date of the corporate action referred to in
section 302A.471, subdivision 1.
(d) "Interest" means interest commencing five days after the effective date of
the corporate action referred to in section 302A.471, subdivision 1, up to
and including the date of payment, calculated at the rate provided in
section 549.09 for interest on verdicts and judgments.
SUBDIVISION 2. NOTICE OF ACTION. If a corporation calls a shareholder meeting at
which any action described in section 302A.471, subdivision 1 is to be voted
upon, the notice of the meeting shall inform each shareholder of the right to
dissent and shall include a copy of section 302A.471 and this section and a
brief description of the procedure to be followed under these sections.
SUBDIVISION 3. NOTICE OF DISSENT. If the proposed action must be approved by the
shareholders and the corporation holds a shareholder meeting, a shareholder who
is entitled to dissent under section 302A.471 and who wishes to exercise
dissenters' rights must file with the corporation before the vote on the
proposed action a written notice of intent to demand the fair value of the
shares owned by the shareholder and must not vote the shares in favor of the
proposed action.
SUBDIVISION 4. NOTICE OF PROCEDURE; DEPOSIT OF SHARES.
(a) After the proposed action has been approved by the board and, if necessary,
the shareholders, the corporation shall send to (i) all shareholders who
have complied with subdivision 3, (ii) all shareholders who did not sign or
consent to a written action that gave effect to the action creating the
right to obtain payment under section 302A.471, and (iii) all shareholders
entitled to dissent if no shareholder vote was required, a notice that
contains:
(1) The address to which a demand for payment and certificates of certificated
shares must be sent in order to obtain payment and the date by which they
must be received;
B.2
(2) Any restrictions on transfer of uncertificated shares that will apply
after the demand for payment is received;
(3) A form to be used to certify the date on which the shareholder, or the
beneficial owner on whose behalf the shareholder dissents, acquired the
shares or an interest in them and to demand payment; and
(4) A copy of section 302A.471 and this section and a brief description of the
procedures to be followed under these sections.
(b) In order to receive the fair value of the shares, a dissenting shareholder
must demand payment and deposit certificated shares or comply with any
restrictions on transfer of uncertificated shares within 30 days after the
notice required by paragraph (a) was given, but the dissenter retains all
other rights of a shareholder until the proposed action takes effect.
SUBDIVISION 5. PAYMENT; RETURN OF SHARES.
(a) After the corporate action takes effect, or after the corporation receives a
valid demand for payment, whichever is later, the corporation shall remit to
each dissenting shareholder who has complied with subdivisions 3 and 4 the
amount the corporation estimates to be the fair value of the shares, plus
interest, accompanied by:
(1) The corporation's closing balance sheet and statement of income for a
fiscal year ending not more than 16 months before the effective date of
the corporate action, together with the latest available interim financial
statements;
(2) An estimate by the corporation of the fair value of the shares and a brief
description of the method used to reach the estimate; and
(3) A copy of section 302A.471 and this section, and a brief description of
the procedure to be followed in demanding supplemental payment.
(b) The corporation may withhold the remittance described in paragraph (a) from
a person who was not a shareholder on the date the action dissented from was
first announced to the public or who is dissenting on behalf of a person who
was not a beneficial owner on that date. If the dissenter has complied with
subdivisions 3 and 4, the corporation shall forward to the dissenter the
materials described in paragraph (a), a statement of the reason for
withholding the remittance, and an offer to pay to the dissenter the amount
listed in the materials if the dissenter agrees to accept that amount in
full satisfaction. The dissenter may decline the offer and demand payment
under subdivision 6. Failure to do so entitles the dissenter only to the
amount offered. If the dissenter makes demand, subdivision 7 and 8 apply.
(c) If the corporation fails to remit payment within 60 days of the deposit of
certificates or the imposition of transfer restrictions on uncertificated
shares, it shall return all deposited certificates and cancel all transfer
restrictions. However, the corporation may again give notice under
subdivision 4 and require deposit or restrict transfer at a later time.
SUBDIVISION 6. SUPPLEMENTAL PAYMENT; DEMAND. If a dissenter believes that the
amount remitted under subdivision 5 is less than the fair value of the shares
plus interest, the dissenter may give written notice to the corporation of the
dissenter's own estimate of the fair value of the shares, plus interest, within
30 days after the corporation mails the remittance under subdivision 5, and
demand payment of the difference. Otherwise, a dissenter is entitled only to the
amount remitted by the corporation.
SUBDIVISION 7. PETITION; DETERMINATION. If the corporation receives a demand
under subdivision 6, it shall, within 60 days after receiving the demand, either
pay to the dissenter the amount demanded or agreed to by the dissenter after
discussion with the corporation or file in a court a petition requesting that
the court determine the fair value of the shares, plus interest. The petition
shall be filed in the county in which the registered office of the corporation
is located, except that a surviving foreign corporation that receives a demand
relating to the shares of a constituent domestic corporation shall file the
petition in the county in this state in which the last registered office of the
constituent corporation was located. The petition shall name as parties all
dissenters who have demanded payment under subdivision 6 and who have not
reached agreement with the corporation. The corporation shall, after filing the
petition, serve all parties with a summons and copy of the petition under the
rules of civil procedure. Nonresidents of this state may be served by registered
or certified mail or by publication as provided by law. Except as otherwise
provided, the rules of civil procedures apply to this proceeding. The
jurisdiction of the court is plenary and exclusive. The court may appoint
appraisers, with powers and authorities the court deems proper, to receive
evidence on and recommend the amount of the fair value of the shares. The court
shall determine whether the shareholder or shareholders in question have fully
complied with the requirements of this section, and shall determine the fair
value of the shares, taking into account any and all factors the court finds
relevant, computed by any method or combination of methods that the court, in
its discretion, sees fit to use, whether or not used by the corporation or by a
dissenter. The fair value of the shares as determined by the court is binding on
all shareholders, wherever located. A dissenter is entitled to judgment in cash
for the amount by which the fair value of the shares as determined by the court,
plus interest, exceeds the amount, if any, remitted under subdivision 5, but
shall not be liable to the corporation for the amount, if any, by which the
amount, if any, remitted to the dissenter under subdivision 5 exceeds the fair
value of the shares as determined by the court, plus interest.
B.3
SUBDIVISION 8. COSTS; FEES; EXPENSES.
(a) The court shall determine the costs and expenses of a proceeding under
subdivision 7, including the reasonable expenses and compensation of any
appraisers appointed by the court, and shall assess those costs and expenses
against the corporation, except that the court may assess part or all of
those costs and expenses against a dissenter whose action in demanding
payment under subdivision 6 is found to be arbitrary, vexatious, or not in
good faith.
(b) If the court finds that the corporation has failed to comply substantially
with this section, the court may assess all fees and expenses of any experts
or attorneys as the court deems equitable. These fees and expenses may also
be assessed against a person who has acted arbitrarily, vexatiously, or not
in good faith in bringing the proceeding, and may be awarded to a party
injured by those actions.
(c) The court may award, in its discretion, fees and expenses to an attorney for
the dissenters out of the amount awarded to the dissenters, if any.
B.4
EXHIBIT C
SUPPLEMENTAL INFORMATION
The information in the service section in this Exhibit C includes revised
shareholder service policy information as it pertains to your Fund effective on
or about June 13, 2009. This information supersedes the "Shareholder
Information" section of, and should be maintained with, your current Fund
prospectus. Please retain this supplemental information as your record for
future reference. Please contact (888) 791-3380 to confirm the final effective
date of this supplemental information.
ADDITIONAL INFORMATION APPLICABLE TO THE BUYING FUND
Below is information regarding the Buying Fund. All references to a Fund or the
Funds refer to the Buying Fund.
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. For more information on
strategies and holdings, and the risks of such strategies, including derivative
instruments that the Fund may use, see the Reorganization SAI and its annual and
semiannual reports.
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 or unaffiliated money market fund. See "Cash Reserves" under the
section "General Information" for more information.
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 Reorganization SAI. The brokerage commissions set
forth in the Reorganization 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.
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. 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, is shown in the "Financial
Highlights."
Directed Brokerage. The Fund's 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
Reorganization SAI.
FUND MANAGEMENT AND COMPENSATION
INVESTMENT MANAGER
RiverSource Investments, LLC, 200 Ameriprise Financial Center, Minneapolis,
Minnesota 55474, is the investment manager to the RiverSource funds (including
the RiverSource Partners funds, Threadneedle funds and Seligman 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
C.1
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
Reorganization SAI for more information.
The Fund pays RiverSource Investments a fee for managing its assets. Under the
Investment Management Services Agreement ("IMS Agreement"), the fee for the most
recent fiscal year was 0.53% 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 Core 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 IMS 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.
Portfolio Manager(s). The portfolio managers responsible for the Fund's day-to-
day management are:
Dimitris J. Bertsimas, Ph.D., Senior Portfolio Manager
- - Managed the Fund since 2003.
- - Joined RiverSource Investments as a portfolio manager and leader of the
Disciplined Equity and Asset Allocation Team in 2002.
- - Co-founded Dynamic Ideas, LLC, a consulting firm that specialized in the
development of quantitative tools for the asset management industry, where he
served as Managing Partner, 1999 to 2002. Currently, Boeing Professor of
Operations Research, Sloan School of Management and the Operations Research
Center, MIT.
- - Began investment career as a consultant to asset managers in 1993; became
portfolio manager in 2002.
- - MS and Ph.D., MIT.
Gina K. Mourtzinou, Ph.D., Portfolio Manager
- - Managed the Fund since 2003.
- - Joined RiverSource Investments as a portfolio manager and member of the
Disciplined Equity and Asset Allocation Team in 2002.
- - Co-founded Dynamic Ideas, LLC, a consulting firm that specialized in the
development of quantitative tools for the asset management industry, where she
served as Vice President of Research and Analytics, 1999 to 2002.
- - Began investment career as a consultant to asset managers in 1996; became
portfolio manager in 2002.
- - Ph.D., MIT.
The Reorganization SAI provides additional information about portfolio manager
compensation, management of other accounts and ownership of shares in the Fund.
C.2
THIS SERVICE SECTION IS EFFECTIVE ON OR ABOUT JUNE 13, 2009.
RIVERSOURCE FAMILY OF FUNDS
THE RIVERSOURCE FAMILY OF FUNDS (EACH INDIVIDUALLY A "FUND" AND, COLLECTIVELY,
THE "FUNDS") INCLUDES "RIVERSOURCE" FUNDS, "RIVERSOURCE PARTNERS" FUNDS,
"SELIGMAN" FUNDS AND "THREADNEEDLE" FUNDS. (THE RIVERSOURCE FUNDS, RIVERSOURCE
PARTNERS FUNDS AND THREADNEEDLE FUNDS MAY BE COLLECTIVELY REFERRED TO AS THE
"RIVERSOURCE FUNDS".) THE FUNDS SHARE THE SAME BOARD OF DIRECTORS/TRUSTEES (THE
"BOARD") AND THE SAME POLICIES AND PROCEDURES INCLUDING THOSE SET FORTH IN THE
SERVICE SECTION OF THIS PROSPECTUS. FOR EXAMPLE, FOR PURPOSES OF CALCULATING THE
INITIAL SALES CHARGE ON THE PURCHASE OF CLASS A SHARES OF A FUND, AN INVESTOR OR
FINANCIAL ADVISOR SHOULD CONSIDER THE COMBINED MARKET VALUE OF ALL FUNDS IN THE
RIVERSOURCE FAMILY OF FUNDS OWNED BY THE INVESTOR AS DEFINED UNDER "INITIAL
SALES CHARGE -- RIGHTS OF ACCUMULATION (ROA)."
BUYING AND SELLING SHARES
The funds are available directly and through broker-dealers, banks and other
financial intermediaries or institutions (financial intermediaries), and through
certain qualified and non-qualified plans, wrap fee products or other investment
products sponsored by financial intermediaries. NOT ALL FINANCIAL INTERMEDIARIES
OFFER THE FUNDS. FINANCIAL INTERMEDIARIES THAT OFFER THE FUNDS 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 intermediaries through which your shares of the fund
are held. Since the fund (and its service providers) may not have a record of
your account transactions, you should always contact the financial intermediary
through which you purchased or at which you maintain your shares of the fund to
make changes to your account or to give instructions concerning your account, or
to obtain information about your account. The fund and its service providers,
including the distributor and the transfer agent, are not responsible for the
failure of one of these financial intermediaries to carry out its obligations to
its customers.
DESCRIPTION OF SHARE CLASSES
INVESTMENT OPTIONS -- CLASSES OF SHARES
The funds offer different classes of shares. There are differences among the
fees and expenses for each share class. See the "Fees and Expenses" table for
more information. Not everyone is eligible to buy every share class. After
determining which share classes you are eligible to buy, decide which share
class best suits your needs. Your financial advisor can help you with this
decision. The following table shows the key features of each share class.
INVESTMENT OPTIONS SUMMARY
<Table>
<Caption>
Contingent Deferred Plan
Sales Distribution and/or Administration
AVAILABILITY(a) Initial Sales Charge Charge (CDSC) Service Fee(b) Services Fee
- ---------------------------------------------------------------------------------------------------------------------------------
Class A Available to Yes. Payable at time No.(c) Yes. No.
all investors. of purchase. Lower or 0.25%
no sales charge for
larger investments.
- ---------------------------------------------------------------------------------------------------------------------------------
Class Available to No. Entire purchase Maximum 5% CDSC during Yes. No.
B(d)(e)(f) all investors. price is invested in the first year 1.00%
shares of the fund. decreasing to 0% after
six years.
- ---------------------------------------------------------------------------------------------------------------------------------
Class C(f) Available to No. Entire purchase 1% CDSC may apply if Yes. No.
all investors. price is invested in you sell shares within 1.00%
shares of the fund. one year after
purchase.
- ---------------------------------------------------------------------------------------------------------------------------------
Class I Limited to qualifying No. No. No. No.
institutional
investors.
- ---------------------------------------------------------------------------------------------------------------------------------
Class R2 Limited to qualifying No. No. Yes. Yes.
institutional 0.50% 0.25%
investors.
- ---------------------------------------------------------------------------------------------------------------------------------
Class R3 Limited to qualifying No. No. Yes. Yes.
institutional 0.25% 0.25%
investors.
- ---------------------------------------------------------------------------------------------------------------------------------
Class R4 Limited to qualifying No. No. No. Yes.
institutional 0.25%
investors.
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>
C.3
INVESTMENT OPTIONS SUMMARY (CONTINUED)
<Table>
<Caption>
Contingent Deferred Plan
Sales Distribution and/or Administration
AVAILABILITY(a) Initial Sales Charge Charge (CDSC) Service Fee(b) Services Fee
- ---------------------------------------------------------------------------------------------------------------------------------
Class R5 Limited to qualifying No. No. No. No.
institutional
investors.
- ---------------------------------------------------------------------------------------------------------------------------------
Class W Limited to qualifying No. No. Yes. No.
discretionary managed 0.25%
accounts.
- ---------------------------------------------------------------------------------------------------------------------------------
Class Y Limited to qualifying No. No. No. Yes.
institutional 0.15%
investors.
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>
(a) See "Buying and Selling Shares, Determining which class of shares to
purchase" for more information on availability of share classes and eligible
investors. See "Buying and Selling Shares, Opening an Account" for
information on minimum investment and account balance requirements.
(b) For each of Class A, Class B, Class C, Class R2, Class R3 and Class W
shares, as applicable, 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 and the servicing of shareholders. This plan has been reviewed and
approved by the Board. Because these fees are paid out of fund 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.
(c) A 1% CDSC may be assessed on Class A shares sold within 18 months after
purchase. See "Buying and Selling Shares, Sales Charges, Class
A -- contingent deferred sales charge" for more information. For all funds
except money market funds.
(d) Class B shares automatically convert to Class A hares. See "Buying and
Selling Shares, Sales Charges, Class B and Class C -- CDSC alternative" for
more information on the timing of conversion of Class B shares to Class A
shares. Timing of conversion will vary depending on the date of your
original purchase of the Class B shares.
(e) Class B shares of RiverSource Short Duration U.S. Government Fund is closed
to new investors and new purchases. Existing shareholders in this fund may
continue to own Class B shares and make exchanges into and out of existing
accounts where Class B shares of this fund are maintained.
(f) The money market funds may offer Class B and Class C shares, but only to
facilitate exchanges with other funds offering Class B and Class C shares,
respectively.
DISTRIBUTION AND SERVICE FEES
The distribution and shareholder servicing fees for Class A, Class B, Class C,
Class R2, Class R3 and Class W shares, as applicable, 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 the fund's shares and directly or indirectly
providing services to fund shareholders. These expenses include payment of
distribution and/or shareholder servicing fees to financial intermediaries that
sell shares of the fund or provide services to fund shareholders, 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 pays these fees
in advance for the first 12 months. Financial intermediaries 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 12 months after
purchase. For Class B shares, and, for the first 12 months following the sale of
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
intermediaries, and to pay for other distribution related expenses. Financial
intermediaries may compensate their financial advisors with the shareholder
servicing and distribution fees paid to them by the distributor. IF YOU MAINTAIN
SHARES OF THE FUND DIRECTLY WITH THE FUND, WITHOUT WORKING DIRECTLY WITH A
FINANCIAL INTERMEDIARY OR FINANCIAL ADVISOR, DISTRIBUTION AND SERVICE FEES MAY
BE RETAINED BY THE DISTRIBUTOR AS REIMBURSEMENT FOR INCURRING CERTAIN
DISTRIBUTION AND SHAREHOLDER SERVICING RELATED EXPENSES.
* For money market funds that offer Class B shares, the distributor has
currently agreed not to be reimbursed by the fund for distribution (12b-1)
fees equal to 0.10% of the stated amount for Class B shares.
PLAN ADMINISTRATION FEE
Class R2, Class R3, Class R4 and Class Y shares 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 shares is equal on an annual basis to 0.25% of average
daily net assets attributable to the respective class. The fee for Class Y
shares is equal on an annual basis to 0.15% of average daily net assets
attributable to the class.
DETERMINING WHICH CLASS OF SHARES TO PURCHASE
Each of the fund's classes represent an interest in the same portfolio of
investments. However, as set forth above, each class has its own sales charge
schedule, and its ongoing distribution and shareholder service fees may differ
from other classes. When deciding which class of shares to buy, you should
consider, among other things:
- - The amount you plan to invest.
- - How long you intend to remain invested in the fund or another fund in the
RiverSource Family of Funds.
- - Whether you may be eligible for reduced or no sales charges when you buy or
sell shares.
C.4
Your authorized financial intermediary or financial advisor will be able to help
you decide which class of shares best meets your needs.
CLASS A, CLASS B AND CLASS C SHARES*
New purchases of Class B shares will not be permitted if your rights of
accumulation are $50,000 or higher, and new purchases of Class C shares will not
be permitted if your rights of accumulation are $1,000,000 or higher. See "Sales
Charges, Initial Sales Charge -- Rights of Accumulation" for information on
rights of accumulation.
Class B shares have a higher annual distribution fee than Class A shares and a
contingent deferred sales charge (CDSC) for six years. Class B shares convert to
Class A shares. Class B shares purchased through reinvested dividends and
distributions will convert to Class A shares in the same proportion as the other
Class B shares. See "Class B and Class C -- CDSC alternative" for information on
timing of Class B share conversion to Class A shares.
Class C shares have a higher annual distribution fee than Class A shares and a
CDSC for one year. 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 shares. As a result, you will pay a distribution fee for as long as
you hold Class C shares.
If you choose a share class with a CDSC (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 intermediary
or financial advisor.
* For money market funds, new investments must be made in Class A shares of
the fund. The fund offers Class B and Class C shares only to facilitate
exchanges between classes of these shares in other funds.
CLASS I SHARES.
The following eligible investors may purchase Class I shares:
- - Any fund distributed by the distributor, if the fund seeks to achieve its
investment objective by investing primarily in shares of funds in the
RiverSource Family of Funds.
Class I shares may be purchased, sold or exchanged only through the distributor
or an authorized financial intermediary.
CLASS R SHARES.
The following eligible institutional 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 created pursuant to public law 108-173.
Additionally, if approved by the distributor, the following eligible
institutional 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 funds in the
RiverSource Family of Funds).
- - Bank trust departments.
Class R shares generally are not available to retail non-retirement accounts,
traditional and Roth IRAs, Coverdell Educational Savings Accounts, SEPs,
SARSEPs, SIMPLE IRAs and individual 403(b) plans.
Class R shares may be purchased, sold or exchanged only through the distributor
or an authorized financial intermediary.
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 intermediary.
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.
C.5
IN ADDITION, FOR CLASS I, CLASS R AND CLASS W SHARES, THE DISTRIBUTOR, IN ITS
SOLE DISCRETION, MAY ACCEPT OR AUTHORIZE FINANCIAL INTERMEDIARIES TO ACCEPT
INVESTMENTS FROM OTHER PURCHASERS NOT LISTED ABOVE.
Please consult your financial advisor for assistance in selecting the
appropriate class of shares. For more information, see the SAI.
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 intermediary through which
you purchased the shares. The distributor retains the balance of the sales
charge. The distributor retains the full sales charge you pay when you purchase
shares of the fund directly from the fund (not through an authorized financial
intermediary). Sales charges vary depending on the amount of your purchase.
INITIAL SALES CHARGE(A) FOR CLASS A SHARES
For equity funds and funds-of-funds (equity)
<Table>
<Caption>
Maximum reallowance
AS A % OF As a % of as a % of
TOTAL MARKET VALUE PURCHASE PRICE(b) net amount invested 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(c),(d)
</Table>
For fixed income funds except those listed below and funds-of-funds (fixed
income)
<Table>
<Caption>
Maximum reallowance
AS A % OF As a % of as a % of
TOTAL MARKET VALUE PURCHASE PRICE(b) net amount invested purchase price
- ---------------------------------------------------------------------------------------------------------------
Up to $49,999 4.75% 4.99% 4.00%
$50,000--$99,999 4.25 4.44 3.50
$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(c),(d)
</Table>
For RiverSource Short Duration U.S. Government Fund
<Table>
<Caption>
Maximum reallowance
AS A % OF As a % of as a % of
TOTAL MARKET VALUE PURCHASE PRICE(b) net amount invested purchase price
- ---------------------------------------------------------------------------------------------------------------
Up to $49,999 3.00% 3.09% 2.50%
$50,000--$99,999 3.00 3.09 2.50
$100,000--$249,999 2.50 2.56 2.15
$250,000--$499,999 2.00 2.04 1.75
$500,000--$999,999 1.50 1.52 1.25
$1,000,000 or more 0.00 0.00 0.00(c),(d)
</Table>
(a) 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.
(b) Purchase price includes the sales charge.
(c) 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 intermediary the following out of its own resources: a sales
commission of up to 1.00% for a sale of $1,000,000 to $3,999,999; a sales
commission up to 0.50% for a sale of $4,000,000 to $49,999,999; and a sales
commission up to 0.25% for a sale of $50,000,000 or more.
(d) For certain eligible employee benefit plans defined under section 401(a),
401(k), 457 and 403(b) which meet eligibility rules for the waiver of
applicable sales charges, the distributor may pay the following out of its
own resources: a sales commission of 1.00% for a sale of $1 to $3,999,999
received in eligible employee benefit plans; a sales commission up to 0.50%
for a sale of $4,000,000 to $49,999,999; and a sales commission up to 0.25%
for a sale of $50,000,000 or more. See "Initial Sales Charge -- Waivers of
the sales charge for Class A shares" for employee benefit plan eligibility
rules.
C.6
There is no initial sales charge on reinvested dividends or capital gain
distributions.
INITIAL SALES CHARGE -- RIGHTS OF ACCUMULATION (ROA). You may be able to reduce
the sales charge on Class A shares, based on the combined market value of
accounts in your ROA group. Your ROA group includes the current market values of
the following investments which are eligible to be added together for purposes
of determining the sales charge on your next purchase:
- - Your current investment in a fund; and
- - Previous investments you and members of your household have made in Class A,
Class B or Class C shares in the fund and other funds in the RiverSource
Family of Funds, provided your investment was subject to a sales charge. Your
household consists of you, your spouse or domestic partner and your unmarried
children under age 21, all of whom share a mailing address.
The following accounts are eligible to be included in your ROA group in order to
determine the sales charge on your purchase:
- - Individual or joint accounts;
- - 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 household,
individually, is the beneficial owner/grantor;
- - 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 your ROA group in
order to determine 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 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 fund shares through different financial intermediaries, and you
want to include those assets toward a reduced sales charge, you must inform your
financial intermediary in writing about the other accounts when placing your
purchase order. Contact your financial intermediary to determine what
information is required.
Unless you provide your financial intermediary 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 intermediary provide this
information to the fund when placing your purchase order.
For more information on ROA, please see the SAI.
INITIAL SALES CHARGE -- LETTER OF INTENT (LOI). Generally, if you intend to
invest $50,000 or more (including any existing ROA) over a period of up to 13
months, you may be able to reduce the front-end sales charge(s) for investments
in Class A shares by completing and filing an LOI. The required form of LOI may
vary by financial intermediary. Existing ROA can be included in your LOI. Each
purchase of fund shares normally subject to an initial sales charge made during
the 13-month period will be made at the public offering price applicable to a
single transaction of the total dollar amount indicated by the LOI. Five percent
of the commitment amount will be placed in escrow. At the end of the 13-month
period, the LOI will end and the shares will be released from escrow. If you do
not invest the commitment amount by the end of the 13 months, the remaining
amount of the unpaid sales charge will be redeemed from the escrowed shares and
the remaining balance released from escrow.
Existing ROA Example. Shareholder currently has $60,000 ROA in the funds.
Shareholder completes an LOI to invest $100,000 in the funds (ROA eligible
accounts). Shareholder only needs to invest an additional $40,000 in the funds'
Class A
C.7
shares (any non-money market fund in the RiverSource Family of Funds) in order
to fulfill the LOI commitment and receive reduced front-end sales charge(s) over
the next 13 months.
Notification Obligation. You must request the reduced sales charge when you buy
shares. If you do not complete and file an LOI, 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 intermediary provide this
information to the fund when placing your purchase order. For more detail on
LOIs, please contact your financial intermediary 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 the 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. 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 affiliated or unaffiliated
financial intermediaries 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 funds, including their
spouses or domestic partners, children, parents and their spouse's or domestic
partner's parents.
- - partners and employees of outside legal counsel to the funds or the funds'
directors or trustees who regularly provide advice and services to the funds,
or to their directors or trustees.
- - direct rollovers from qualified employee benefit plans, provided that the
rollover involves a transfer to Class A shares in the same fund.
- - purchases made:
- with dividend or capital gain distributions from a fund or from the same
class of another fund in the RiverSource Family of Funds;
- through or under a wrap fee product or other investment product sponsored by
a financial intermediary that charges an account management fee that has, or
that clear trades through a financial intermediary that has, a selling
agreement with the distributor;
- through state sponsored college savings plans established under Section 529
of the Internal Revenue Code; or
- through bank trust departments.
- - separate accounts established and maintained by an insurance company which are
exempt from registration under Section 3(c)(11).
- - purchases made through "employee benefit plans" created under section 401(a),
401(k), 457 and 403(b) which:
- have at least $1 million in plan assets at the time of investment; and
- have a plan level or omnibus account that is maintained with the fund or its
transfer agent; and
- transact directly with the fund or its transfer agent through a third party
administrator or third party recordkeeper.
For more information regarding waivers of sales charge for Class A purchases,
please see the SAI.
The distributor may, in its sole discretion, authorize the waiver of sales
charges for additional classes of investors. Policies related to reducing or
waiving the sales charge may be modified or withdrawn at any time.
Unless you provide your financial intermediary 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 intermediary provide this
information to the fund when placing your purchase order.
Because the current prospectus is available on the funds' website at
riversource.com or seligman.com free of charge, information regarding breakpoint
discounts is not separately disclosed on the website.
CLASS A -- CONTINGENT DEFERRED SALES CHARGE
For Class A shares purchased without a sales charge where a commission was
separately paid by the distributor to an authorized financial intermediary
effecting the purchase, a 1% CDSC may be charged if you sell your shares within
18 months after purchase. A CDSC will be based on the original purchase cost or
the current market value of the shares being sold, whichever is less.
C.8
CDSC -- WAIVERS OF THE CDSC FOR CLASS A SHARES. The CDSC will be waived on sales
of shares:
- - to which no sales commission or transaction fee was paid to an authorized
financial intermediary at the time of purchase.
- - purchased through reinvestment of dividends and capital gain distributions.
- - in the event of the shareholder's death.
- - from a monthly, quarterly or annual systematic redemption plan of up to an
annual amount of 12% of the account value on a per fund basis.
- - in an account that has been closed because it falls below the minimum account
balance.
- - that result from required minimum distributions taken from retirement accounts
upon the shareholders attainment of
age 70 1/2.
- - that result from returns of excess contributions or excess deferral amounts
made to a retirement plan participant.
- - of RiverSource funds purchased prior to Dec. 1, 2008.
- - initially purchased by an employee benefit plan that is not connected with a
plan level termination.
The distributor may, in its sole discretion, authorize the waiver of the CDSC
for additional classes of investors. Policies relating to waiving the CDSC may
be modified or withdrawn at any time.
CLASS B AND CLASS C -- CDSC ALTERNATIVE
The money market funds (except RiverSource Tax-Exempt Money Market Fund) offer
Class B and Class C shares, but only to facilitate exchanges with other funds
offering Class B and Class C shares, respectively. For example, if you own Class
B or Class C shares of another fund, but want to hold your money in a money
market fund, you may exchange into Class B or Class C shares of a money market
fund. Funds that offer Class B and Class C shares have limitations on the amount
you may invest in those share classes. If you are considering purchasing Class B
or Class C shares of a fund, please see the prospectus for that fund for any
effective purchase limitations.
Although you may not purchase Class B and Class C shares of the money market
funds directly, if you exchange into Class B or Class C shares of a money market
fund from another fund, you will be subject to the rules governing CDSC set
forth in this section.
To minimize the amount of CDSC you may pay when you sell your shares, the fund
assumes that shares acquired through reinvested dividends and capital gain
distributions (which are not subject to CDSC) are sold first. Shares that have
been in your account long enough so that they are not subject to a CDSC are sold
next. After these shares are exhausted, shares will be sold in the order they
were purchased (earliest to latest).
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 over time:
<Table>
<Caption>
IF THE SALE IS MADE DURING THE: THE CDSC PERCENTAGE RATE IS:*
First year 5%
Second year 4%
Third year 3%**
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.
** For shares purchased in a RiverSource fund prior to June 12, 2009, the CDSC
percentage for the third year is 4%.
Although there is no front-end sales charge when you buy Class B shares, the
distributor pays a sales commission of 4% to financial intermediaries 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.
You may not make additional purchases of Class B shares if your ROA exceeds
$49,999.99.
Class B shares purchased in a RiverSource fund prior to May 21, 2005 age on a
calendar year basis. Class B shares purchases made in a RiverSource fund
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.
C.9
Class B shares originally purchased in a RiverSource fund prior to May 21, 2005
will convert to Class A shares in the ninth calendar year of ownership. Class B
shares originally purchased in a Seligman fund on or prior to June 12, 2009 will
convert to Class A shares in the month prior to the ninth year of ownership.
Class B shares purchased in a RiverSource fund beginning May 21, 2005 and Class
B shares purchased in a Seligman fund beginning June 13, 2009 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 total amount up to 1% (including sales commission
and advance of service fees) to financial intermediaries that sell Class C
shares. See "Buying and Selling Shares -- Distribution and Service Fees." 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. You may
not make additional purchases of Class C shares if your ROA exceeds $999,999.99.
For both Class B and Class C shares, the amount of any CDSC you pay will be
based on the lower of the original purchase price of those shares or current net
asset 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.
- - that result from required minimum distributions taken from retirement accounts
upon the shareholders' attainment of age 70 1/2.
- - sold under an approved substantially equal periodic payment arrangement.
- - by certain other investors, including certain institutions as set forth in
more detail in the SAI.
The distributor may, in its sole discretion, authorize the waiver of the CDSC
for additional classes of investors. Policies relating to waiving the CDSC may
be modified or withdrawn at any time.
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.
- - to which no sales commission or transaction fee was paid to an authorized
financial intermediary at the time of purchase.
- - that result from required minimum distributions taken from retirement accounts
upon the shareholders' attainment of
age 70 1/2.
- - initially purchased by an eligible employee benefit plan that are not
connected with a plan level termination.
- - by certain other investors, including certain institutions as set forth in
more detail in the SAI.
The distributor may, in its sole discretion, authorize the waiver of the CDSC
for additional classes of investors. Policies relating to waiving the CDSC may
be modified or withdrawn at any time.
CLASS I, CLASS R2, CLASS R3, CLASS R4, CLASS R5 AND CLASS W -- NO SALES CHARGE.
For each of Class I, Class R2, Class R3, Class R4, Class R5 and Class W there is
no initial sales charge or CDSC.
The fund's Board believes that no conflict of interest currently exists between
the fund's classes of shares. On an ongoing basis, the Board, in the exercise of
its fiduciary duties, seeks to ensure that no such conflicts arise.
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 fund or the financial intermediary through which you are investing in the
fund may not be able to open an account for you. If the fund or the financial
C.10
intermediary 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 intermediary. Any
applicable sales charge will be added to the purchase price for Class A shares.
You may establish and maintain your account with an authorized financial
intermediary or directly with the fund. The fund may appoint servicing agents to
accept purchase orders and to accept exchange (and sale) orders on its behalf.
Accounts established with the fund will be supported by the fund's transfer
agent.
METHODS OF PURCHASING SHARES
These methods of purchasing shares generally apply to Class A, Class B, and
Class C shares.
CLASS B SHARES OF RIVERSOURCE SHORT DURATION U.S. GOVERNMENT FUND ARE CLOSED TO
NEW INVESTORS AND NEW PURCHASES. EXISTING SHAREHOLDERS IN THIS FUND MAY CONTINUE
TO OWN CLASS B SHARES AND MAKE EXCHANGES INTO AND OUT OF EXISTING ACCOUNTS WHERE
CLASS B SHARES OF THIS FUND ARE MAINTAINED.
ACCOUNT ESTABLISHED WITH YOUR FINANCIAL INTERMEDIARY
ALL REQUESTS The financial intermediary through which you buy shares may
have different policies not described in this prospectus,
including different minimum investment amounts and minimum
account balances.
- --------------------------------------------------------------------------------
ACCOUNT ESTABLISHED WITH THE FUND
BY MAIL You or the financial intermediary through which you buy
shares may establish an account with the fund. To establish
an account in this fashion, complete a fund account
application with your financial advisor or investment
professional, and mail the account application to the address
below. Account applications may be obtained at
riversource.com or seligman.com or may be requested by
calling (800) 221-2450. 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 FAMILY OF FUNDS
C/O BOSTON FINANCIAL
P.O. BOX 8041
BOSTON, MA 02266-8041
EXPRESS MAIL RIVERSOURCE FAMILY OF FUNDS
C/O BOSTON FINANCIAL
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 you wish
to purchase 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 in an account established and
maintained with the fund may be paid for by federal funds
wire. Before sending a wire, call (800) 221-2450 to notify
the fund's transfer agent 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
intermediary may charge additional fees for wire
transactions.
- --------------------------------------------------------------------------------
BY EXCHANGE Call (800) 221-2450 or send signed written instructions to
the address above.
- --------------------------------------------------------------------------------
C.11
METHODS OF PURCHASING SHARES (CONTINUED)
ACCOUNT ESTABLISHED WITH THE FUND (CONT.)
MINIMUM INVESTMENT AND ACCOUNT BALANCE
FOR ALL FUNDS, CLASSES AND ACCOUNTS EXCEPT THOSE
LISTED TO THE RIGHT (NONQUALIFIED) TAX QUALIFIED ACCOUNTS CLASS W
- ---------------------------------------------------------------------------------------------------------------------------------
INITIAL INVESTMENT $2,000 $1,000 $500
- ---------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL INVESTMENTS $100 $100 None
- ---------------------------------------------------------------------------------------------------------------------------------
ACCOUNT BALANCE* $1,000 None $500
*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
FOR ALL FUNDS, CLASSES AND ACCOUNTS EXCEPT THOSE
LISTED TO THE RIGHT (NONQUALIFIED) TAX QUALIFIED ACCOUNTS CLASS W
- ---------------------------------------------------------------------------------------------------------------------------------
INITIAL INVESTMENT $100(a) $100(b) $500
- ---------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL INVESTMENTS $100 $50 None
- ---------------------------------------------------------------------------------------------------------------------------------
ACCOUNT BALANCE** None(b) None $500
**If your fund account balance is below the minimum initial investment
described above, you must make payments at least monthly.
(a)Money Market Funds -- $2,000
(b)Money Market Funds -- $1,000
-------------------------------------------------------------------------------
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 intermediary for information regarding wire or
electronic funds transfer.
IMPORTANT: Payments sent by electronic fund transfers (ACH), a bank
authorization or check that are not guaranteed may take up to 14 days to clear.
If you request a sale within 14 days of purchase, this may cause your sale
request to fail to process if the requested amount includes unguaranteed funds.
EXCHANGING OR SELLING SHARES
You may exchange or sell shares by having your financial intermediary process
your transaction. If you maintain your account directly with your financial
intermediary, you must contact that financial intermediary to exchange or sell
shares of the fund. If your account was established with the fund, 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 INTERMEDIARY
ALL REQUESTS You can exchange or sell shares by having your financial
intermediary process your transaction. The financial
intermediary 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 FAMILY OF FUNDS
C/O BOSTON FINANCIAL
P.O. BOX 8041
BOSTON, MA 02266-8041
-------------------------------------------------------------------------------
C.12
WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES (CONTINUED)
ACCOUNT ESTABLISHED WITH THE FUND (CONT.)
BY MAIL (CONT.)
EXPRESS MAIL RIVERSOURCE FAMILY OF FUNDS
C/O BOSTON FINANCIAL
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
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 the
registered account owner(s).
- Your address of record 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 intermediary
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 (800) 221-2450. 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, qualified
retirement accounts and trust accounts which the current
trustee is not listed. 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 $50,000 per day.
- --------------------------------------------------------------------------------
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 (800) 221-2450 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.
-------------------------------------------------------------------------------
C.13
WAYS TO REQUEST AN EXCHANGE OR SALE OF SHARES (CONTINUED)
ACCOUNT ESTABLISHED WITH THE FUND (CONT.)
BY WIRE OR
ACH (CONT.)
Minimum amount:
by ACH: $100
by wire: $500
Your bank or financial intermediary may charge additional
fees for wire transactions.
- --------------------------------------------------------------------------------
BY SCHEDULED You may elect to receive regular periodic payments through an
PAYOUT PLAN automatic sale of shares. See the SAI for more information.
- --------------------------------------------------------------------------------
CHECK REDEMPTION SERVICE
Class A shares of the money market funds offer check writing privileges. If you
have $2000 in a money market fund, you may request checks which may be drawn
against your account. You can elect this service on your initial application,
or, thereafter. Call (800) 221-2450 for the appropriate forms to establish this
service. If you own Class A shares that were both in another fund at NAV because
of the size of the purchase, and then exchanged into a money market fund, check
redemptions may be subject to a CDSC.
EXCHANGES
Generally, you may exchange your fund shares for shares of the same class of any
other publicly offered fund in the RiverSource Family of Funds 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. You may be subject to a sales charge if you exchange from a money
market fund into an equity or fixed income fund.
IF YOU HOLD YOUR FUND SHARES IN AN ACCOUNT WITH AMERIPRISE FINANCIAL SERVICES,
YOU MAY HAVE LIMITED EXCHANGEABILITY WITHIN THE RIVERSOURCE FAMILY OF FUNDS.
MARKET TIMING
SHORT-TERM TRADING AND OTHER SO-CALLED MARKET TIMING PRACTICES ARE FREQUENT
TRADING PRACTICES 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.
FOR A FUND ORGANIZED AS A FUND-OF-FUND, ITS ASSETS CONSIST PRIMARILY OF SHARES
OF THE UNDERLYING FUNDS IN WHICH IT INVESTS. THE UNDERLYING FUNDS MAY BE MORE
SUSCEPTIBLE TO THE RISKS OF MARKET TIMING. FUNDS THAT INVEST DIRECTLY IN
SECURITIES THAT TRADE INFREQUENTLY MAY BE VULNERABLE TO MARKET TIMERS WHO SEEK
TO TAKE ADVANTAGE OF INEFFICIENCIES IN THE SECURITIES MARKETS. FUNDS AND THE
UNDERLYING 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 OR UNDERLYING FUND HAS SIGNIFICANT
HOLDINGS OF SMALL CAP STOCKS, FLOATING RATE LOANS, HIGH YIELD BONDS, TAX-EXEMPT
SECURITIES 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 "PRICING
AND VALUING OF FUND SHARES" FOR A DISCUSSION OF THE FUNDS' POLICY ON FAIR VALUE
PRICING, WHICH IS INTENDED, IN PART, TO REDUCE THE FREQUENCY AND EFFECT OF
MARKET TIMING.
THE FUNDS' BOARD HAS 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 or other purchase and exchange transactions not believed
to be inconsistent with the best interest of fund shareholders or the Board's
policy. The fund uses a variety of techniques to monitor for and detect
abusive trading practices. These techniques may vary depending on the type of
fund, the class of shares and where the shares are maintained. 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 intermediary for the benefit of its participants or
C.14
clients, which typically engage in daily transactions, are not subject to this
limit, although the fund may seek the assistance of financial intermediaries
in applying similar restrictions on their participants or clients. The fund's
ability to monitor and discourage abusive trading practices in omnibus
accounts is more limited.
- - The fund may rely on the monitoring policy of a financial intermediary, for
example, a retirement plan administrator or similar financial intermediary
authorized to distribute the funds, if it determines the policy and procedures
of such financial intermediaries are sufficient to protect the fund and its
shareholders.
- - 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 intermediary. 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 intermediaries
where market timing activity may not always be successfully detected.
C.15
Other exchange policies:
- - Exchanges must be made into the same class of shares of the share class being
exchanged out of.
- - 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 after the
market closes.
- - Shares of the purchased fund may not be used on the same day for another
exchange or sale.
- - New investments in Class A shares of a money market fund may be exchanged for
either Class A, Class B or Class C shares of any other publicly offered fund
in the RiverSource Family of Funds.
- - If you exchange shares from Class A shares of a money market fund to another
fund in the RiverSource Family of Funds, any further exchanges must be between
shares of the same class. For example, if you exchange from Class A shares of
a money market fund into Class B shares of another fund in the RiverSource
Family of Funds, you may not exchange from Class B shares of that fund back to
Class A shares of a money market fund. Exchange rules for money market funds
are illustrated in the following tables.
- - 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.
- - If your shares are subject to a CDSC, you will not be charged a CDSC upon the
exchange of those shares. Any CDSC will be deducted when you sell the shares
you received from the exchange. The CDSC imposed at that time will be based on
the period that begins when you bought shares of the original fund and ends
when you sell the shares of the fund you exchanged to.
<Table>
<Caption>
TO OTHER FUNDS
FROM A MONEY MARKET FUND -----------------------------
CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------
Class A Yes Yes Yes
Class B No Yes No
Class C No No Yes
</Table>
<Table>
<Caption>
TO A MONEY MARKET FUND
FROM OTHER FUNDS -----------------------------
CLASS A CLASS B CLASS C
- ------------------------------------------------------------------------------------------------
Class A Yes No No
Class B No Yes No
Class C No No Yes
</Table>
If your initial investment was in a money market fund and you exchange into an
equity or fixed income fund, you will pay an initial sales charge if you
exchange into Class A and be subject to a CDSC if you exchange into Class B or
Class C.
If your initial investment was in Class A shares of an equity or fixed income
fund and you exchange shares into a money market fund, you may exchange that
amount to another fund, including dividends earned on that amount, without
paying a sales charge.
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 of shares and use
all or part of the sale proceeds to purchase new shares of a fund in the
RiverSource Family of Funds. If your original purchase was in Class A or Class
B, you may use all or part of the sale proceeds to purchase new Class A shares
in any fund account linked together for ROA purposes. Your repurchase will be in
Class A shares at NAV, up to the amount of the sale proceeds. For a Class A
repurchase on shares that were originally charged a CDSC, the amount of the CDSC
will be reinvested at the NAV on the date the repurchase is processed.
Repurchases of Class B shares will also be in Class A shares at NAV. Any CDSC
paid upon redemption of your Class B shares will not be reimbursed. If your
original purchase was in Class C, you will be allowed to reinvest in the same
Class C account and fund you originally purchased. In a Class C repurchase, the
CDSC you paid will be reinvested and the
C.16
shares will be deemed to have the original cost and purchase date for purposes
of applying the CDSC (if any) to subsequent redemptions. Systematic withdrawals
and purchases will be excluded from this policy.
In order for you to take advantage of this repurchase waiver, you must notify
your financial intermediary or the fund's transfer agent if your account is held
at the fund within 90 days of the date your sale request was processed. Contact
your financial intermediary 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.
If you sold shares of a Seligman fund on or before February 3, 2009 and wish to
repurchase shares, you have the option of taking advantage of the current
repurchase policy (described above) within 90 days of the date your sale request
was processed, or you may use all or part of your sale proceeds to purchase
shares of the fund you sold or any other fund in the RiverSource Family of Funds
without paying an initial sales charge or, if you paid a CDSC when you sold your
shares, receiving a credit for the applicable CDSC, within 120 days of the date
your sale request was processed. Contact your financial intermediary or, if you
opened an account directly with the fund, the transfer agent, for more
information on the required documentation to complete a repurchase transaction.
The fund reserves the right to redeem in kind.
For more details and a description of other sales policies, please see the SAI.
PRICING AND VALUING OF 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.
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.
The NAV is the value of a single share of the fund. The NAV is determined by
dividing the value of the 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. For a fund organized as a fund-of-fund, the assets will
consist primarily of shares of the underlying funds, which are valued at their
NAVs. Securities are valued primarily on the basis of market quotations and
floating rate loans are valued primarily on the basis of indicative bids. Both
market quotations and indicative bids 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 or indicative bids 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 or
underlying 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 or underlying
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 or an underlying fund has
significant holdings of small cap stocks, high yield bonds, floating rate loans,
tax-exempt securities or foreign securities 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 or an
underlying 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 or underlying fund's shares may change on days when
shareholders will not be able to purchase or sell the fund's or underlying
fund's shares.
For money markets funds -- The fund's investments are valued at amortized cost,
which approximates market value, as explained in the SAI. Although the fund
cannot guarantee it will always be able to maintain a constant net asset value
of $1 per share, it will use its best efforts to do so.
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.
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
Your fund's net investment income is distributed to you as dividends. Dividends
may be composed of qualified dividend income, which is eligible for preferential
tax rates under current tax law, as well as other ordinary dividend income,
which may include dividends which are non-qualified dividends, interest income
and short-term capital gains. Because of the types of
C.17
income earned by fixed income funds, it is unlikely the funds will distribute
qualified dividend income. Generally, capital gains are realized when a security
is sold for a higher price than was paid for it. Generally, capital losses are
realized when a security is sold for a lower price than was paid for it.
Typically, 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, if
any, are included in net investment income and are taxable as ordinary income
when distributed to the shareholder. Net realized long-term capital gains, if
any, are distributed by the end of the calendar year as capital gain
distributions. If the fund's distributions exceed its current and accumulated
earnings and profits, that portion of the fund's distributions will be treated
as a return of capital to the shareholders to the extent of their basis in their
shares. A return of capital will generally not be taxable; however, any amounts
received in excess of basis are treated as capital gain. Forms 1099 sent to
shareholders report any return of capital.
Certain derivative instruments subject the fund to special tax rules, the effect
of which may be to accelerate income to the fund, defer fund losses, cause
adjustments in the holding periods of fund securities, convert capital gains
into ordinary income and convert short-term capital losses into long-term
capital losses. These rules could therefore affect the amount, timing and
character of distributions to shareholders.
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 intermediary 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. Generally, if you sell
shares for less than their cost, the difference is a capital loss or 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 or reduce a tax gain, based on paying a sales
charge, by exchanging shares before the 91st day after the day of purchase. If
you buy Class A shares and exchange into another fund before the 91st day after
the day of purchase, you may not be able to 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.
FOR TAXABLE FUNDS. Distributions related to shares not held in IRAs or other
retirement accounts 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.
Shares held in an IRA or qualified retirement account are generally subject to
different tax rules. Taking a distribution from your IRA or qualified retirement
plan may subject you to federal taxes, withholding, penalties and reporting
requirements. Please consult your tax advisor.
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.
FOR TAX-EXEMPT FUNDS. Dividends distributed from interest earned on tax-exempt
securities (exempt-interest dividends) are exempt from federal income taxes but
may be subject to state and local taxes and potentially the alternative minimum
tax. Dividends distributed from net capital gains, if any, and other income
earned are not exempt from federal income taxes. Any taxable distributions are
taxable in the year the fund declares them regardless of whether you take them
in cash or reinvest them.
Interest on certain private activity bonds is a preference item for purposes of
the individual and corporate alternative minimum tax. To the extent the fund
earns such income, it will flow through to its shareholders and may affect those
shareholders who are subject to the alternative minimum tax. See the SAI for
more information.
Because interest on municipal bonds and notes is tax-exempt for federal income
tax purposes, any interest on money you borrow that is used directly or
indirectly to purchase fund shares is not deductible on your federal income tax
return. You should consult a tax advisor regarding its deductibility for state
and local income tax purposes.
C.18
For a fund organized as a fund-of-fund, because most of the fund's investments
are shares of underlying funds, the tax treatment of the fund's gains, losses,
and distributions may differ from the tax treatment that would apply if either
the fund invested directly in the types of securities held by the underlying
funds or the fund shareholders invested directly in the underlying funds. As a
result, fund shareholders may recognize higher amounts of capital gain
distributions or ordinary income dividends than they otherwise would.
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 with your financial intermediary to determine the availability of
the funds. The funds may only be purchased or sold directly or through financial
intermediaries authorized by the distributor to offer the funds. NOT ALL
FINANCIAL INSTITUTIONS ARE AUTHORIZED TO SELL THE RIVERSOURCE FAMILY OF FUNDS
AND CERTAIN FINANCIAL INTERMEDIARIES THAT OFFER THE RIVERSOURCE FAMILY OF FUNDS
MAY NOT OFFER ALL FUNDS ON ALL INVESTMENT PLATFORMS. If you set up an account at
a financial intermediary that does not have, and is unable to obtain, a selling
agreement with the distributor, you will not be able to transfer fund holdings
to that account. In that event, you must either maintain your fund holdings with
your current financial intermediary, find another financial intermediary 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 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."
Distribution and Shareholder Services. RiverSource Fund Distributors, Inc.,
50611 Ameriprise Financial Center, Minneapolis, Minnesota 55474, (the
distributor), provides underwriting and distribution services to the 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 reallows the
remainder of these fees (or the full fee) to the financial intermediaries that
sell fund shares and provide services to shareholders. Fees paid by a fund for
these services are set forth under "Distribution and/or service (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
funds' policy regarding directed brokerage.
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 funds. The 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 intermediaries
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.
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. Fees paid by a fund for these services are included under "Other
expenses" in the expense table under "Fees and Expenses."
C.19
PAYMENTS TO FINANCIAL INTERMEDIARIES
The distributor and its affiliates make or support additional cash payments out
of their own resources (including profits earned from providing services to the
fund) to financial intermediaries, in connection with agreements between the
distributor and financial intermediaries pursuant to which these financial
intermediaries sell fund shares and provide services to their clients who are
shareholders of the fund. These payments and intercompany allocations
(collectively, "payments") do not change the price paid by investors in the fund
or fund shareholders for the purchase or ownership of fund shares of the fund,
and these payments are not reflected in the fees and expenses of the fund, as
they are not paid by the fund.
In exchange for these payments, a financial intermediary may elevate the
prominence or profile of the fund within the financial intermediary's
organization, and may provide the distributor and its affiliates with preferred
access to the financial intermediary's registered representatives or preferred
access to the financial intermediary's customers. These arrangements are
sometimes referred to as marketing and/or sales support payments, program and/or
shareholder servicing payments, or revenue sharing payments. These arrangements
create potential conflicts of interest between a financial intermediary's
pecuniary interest and its duties to its customers, for example, if the
financial intermediary receives higher payments from the sale of a certain fund
than it receives from the sale of other funds, the financial intermediary or its
representatives may be incented to recommend or sell shares of the fund where it
receives or anticipates receiving the higher payment instead of other investment
options that may be more appropriate for the customer. Employees of Ameriprise
Financial and its affiliates, including employees of affiliated broker-dealers,
may be separately incented to recommend or sell shares of the fund, as employee
compensation and business unit operating goals at all levels are tied to the
company's success. Certain employees, directly or indirectly, may receive higher
compensation and other benefits as investment in the fund increases. In
addition, management, sales leaders and other employees may spend more of their
time and resources promoting Ameriprise Financial and its subsidiary companies,
including RiverSource Investments and the distributor, and the products they
offer, including the fund.
These payments are typically negotiated based on various factors including, but
not limited to, the scope and quality of the services provided by the financial
intermediary, its reputation in the industry, its ability to attract and retain
assets, its access to target markets, its customer relationships, the profile
the fund may obtain within the financial intermediary, and the access the
distributor or other representatives of the fund may have within the financial
intermediary for advertisement, training or education, including opportunities
to present at or sponsor conferences for the registered representatives of the
financial intermediary and its customers.
These payments are usually calculated based on a percentage of fund assets owned
through the financial intermediary and/or as a percentage of fund sales
attributable to the financial intermediary. Certain financial intermediaries
require flat fees instead of, or in addition to, these asset-based fees as
compensation for including or maintaining a fund on their platforms, and, in
certain situations, may require the reimbursement of ticket or operational
charges -- fees that a financial intermediary charges its registered
representatives for effecting transactions in the fund. The amount of payment
varies by financial intermediary (e.g., initial platform set-up fees, ongoing
maintenance or service fees, or asset or sales based fees). The amount of
payments also varies by the type of sale. For instance, purchases of one fund
may warrant a greater or lesser amount of payments than purchases of another
fund. Additionally, sale and maintenance of shares on a stand alone basis may
result in a greater or lesser amount of payments than the sale and maintenance
of shares made through a plan, wrap or other fee-based program. Payments to
affiliates may include payments as compensation to employees of RiverSource
Investments who are licensed by the distributor in respect of certain sales and
solicitation activity on behalf of the fund. These payments may be and often are
significant. Additional information concerning the amount and calculation of
these payments is available in the fund's SAI.
Payments to affiliated broker-dealers are within the range of the payments the
distributor pays to similarly-situated third party financial intermediaries and
the payments such affiliated broker-dealers receive from third party fund
sponsors related to the sale of their sponsored funds. However, because of the
large amount of fund assets (from the RiverSource Family of Funds, in aggregate)
currently held in customer accounts of the affiliated broker-dealers, the
distributor and its affiliates, in the aggregate, pay significantly more in
absolute dollars than other third-party fund sponsors pay to the affiliated
broker-dealers for the sale and servicing of their sponsored funds. This level
of payment creates potential conflicts of interest which the affiliated broker-
dealers seek to mitigate by disclosure and implementation of internal controls,
as well as the rules and regulations of applicable regulators.
From time to time, to the extent permitted by SEC and FINRA rules and by other
applicable laws and regulations, the distributor and its affiliates may make
other reimbursements or payments to financial intermediaries or their registered
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
intermediaries and their representatives are subject. To the extent these are
made as payments instead of reimbursement, they may provide profit to the
financial intermediary to the extent the cost of such services was less than the
actual expense of the service.
C.20
The financial intermediary through which you are purchasing or own shares of the
fund has been authorized directly or indirectly by the distributor to sell the
fund and/or to provide services to you as a shareholder of the fund. Investors
and current shareholders may wish to take such payment arrangements into account
when considering and evaluating any recommendations they receive relating to
fund shares. If you have questions regarding the specific details regarding the
payments your financial intermediary may receive from the distributor or its
affiliates related to your purchase or ownership of the fund, please contact
your financial intermediary. The SAI contains additional detail regarding
payments made by the distributor to financial intermediaries.
The payments described in this section are in addition to fees paid by the fund
to the distributor under 12b-1 plans, which fees may be used to compensate
financial intermediaries for the distribution of fund shares and the servicing
of fund shareholders, or paid by the fund to the transfer agent under the
transfer agent agreement or plan administration agreement, which fees may be
used to support networking or servicing fees to compensate financial
intermediaries for supporting shareholder account maintenance, sub-accounting,
plan recordkeeping or other services provided directly by the financial
intermediary to shareholders or plans and plan participants, including
retirement plans, 529 plans, Health Savings Account plans, or other plans, where
participants beneficially own shares of the fund.
Financial institutions may separately charge you additional fees. See "Buying
and Selling Shares."
ADDITIONAL MANAGEMENT INFORMATION
AFFILIATED PRODUCTS. RiverSource Investments serves as investment manager to all
funds in the RiverSource Family of Funds, including those that are structured to
provide asset-allocation services to shareholders of those funds by investing in
shares of other funds (funds of funds) in the RiverSource Family of Funds
(collectively referred to as underlying funds) and to discretionary managed
accounts (collectively referred to as affiliated products) that invest
exclusively in underlying funds. These affiliated products, individually or
collectively, may own a significant percentage of the outstanding shares of the
underlying funds, and RiverSource Investments seeks to balance potential
conflicts between the affiliated products and the underlying funds in which they
invest. The affiliated products investment in the underlying funds may also have
the effect of creating economies of scale (including lower expense ratios)
because the affiliated products may own substantial portions of the shares of
underlying funds and, comparatively, a redemption of underlying fund shares by
one or more affiliated products could cause the expense ratio of an underlying
fund to increase as its fixed costs would be spread over a smaller asset base.
Because of these large positions of the affiliated products, the underlying
funds may experience relatively large purchases or redemptions. Although
RiverSource Investments may seek to minimize the impact of these transactions,
for example, by structuring them over a reasonable period of time or through
other measures, underlying funds may experience increased expenses as they buy
and sell securities to manage these transactions. When RiverSource Investments
structures transactions over a reasonable period of time in order to manage the
potential impact of the buy and sell decisions for the affiliated products,
these affiliated products, including funds of funds, may pay more or less for
shares of the underlying funds than if the transactions were executed in one
transaction. In addition, RiverSource Investments has an economic conflict of
interest in determining the allocation of the affiliated products' assets among
the underlying funds as it earns different fees from the underlying funds.
RiverSource Investments monitors expense levels of the funds and is committed to
offering funds that are competitively priced. RiverSource Investments reports to
the Board on the steps it has taken to manage any potential conflicts. See the
SAI for information on the percent of the fund owned by affiliated products.
CASH RESERVES. A fund may invest its daily cash balance in a money market fund
selected by RiverSource Investments, including but not limited to RiverSource
Short-Term Cash Fund (Short-Term Cash Fund), a money market fund established for
the exclusive use of funds in the RiverSource Family of 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 or any other money market fund selected by
RiverSource Investments 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,
C.21
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.
C.22
EXHIBIT D
SUMMARY OF INTEGRATION RELATED CHANGES
At its Jan. 8, 2009 meeting, the Board approved certain changes to the Seligman
Funds' share class structure, service provider arrangements and shareholder
service policies, including:
SHARE CLASS STRUCTURE. Approval of the re-designation of each Seligman Fund's
Class R shares as Class R2 shares and Class I shares as Class R5 shares, as
applicable, with a shareholder servicing and pricing structure consistent with
Class R2 and Class R5 shares offered by other funds in the RiverSource Family of
Funds, discussed below.
INVESTMENT MANAGEMENT AND ADMINISTRATION. Approval of changes to each Seligman
Fund that is a Buying Fund's (i) Administrative Services Agreement to add a fee
schedule consistent with the fee schedules for other, comparable funds in the
RiverSource Family of Funds, and (ii) Investment Management Services ("IMS")
Agreement to reduce the fee by an amount at least equal to the amount of the
increase in the fee under the Administrative Services Agreement. (IMS and
Administration Agreements for Seligman Funds that are Selling Funds were not
considered at this time.)
TRANSFER AGENCY AND SHAREHOLDER SERVICING, AND PLAN ADMINISTRATION. Approval of
a transition to RiverSource Service Corporation (RSC) as the Seligman Funds'
transfer and shareholder servicing agent, including adoption of the fee
structure paid by other funds in the RiverSource Family of Funds. The Seligman
Funds previous transfer and shareholder servicing agent allocated 100% of its
expense to the Seligman Funds that benefited from the services it provided.
Under the new pricing structure, fees are either asset based (Class R2 and Class
R5) or account based (Class A, Class B and Class C). See the Reorganization SAI
for more information. For Class R2 shares, approval of this pricing structure
included adoption of a Plan Administration Agreement, which includes an asset
based fee.
CUSTODY AND SECURITIES LENDING. Approval of a transition from State Street Bank
& Trust, Co. to JPMorgan Bank, N.A. ("JPMorgan") as custodian, and approval of
JPMorgan as securities lending agent. (The Seligman Funds did not previously
have securities lending arrangements.)
SHAREHOLDER SERVICE POLICIES. Approval of changes to certain shareholder service
policies establishing a consistent shareholder experience across the combined
RiverSource Family of Funds. Certain of these changes are described below (newly
applicable shareholder service policies are set forth in Exhibit C):
Class A at Net Asset Value. Adopt a uniform set of investor classes eligible for
waiver of Class A share front-end sales load across RiverSource Family of Funds.
Class A Front-End Sales Load and Breakpoint Structure. Adopt (i) a uniform
breakpoint schedule for fixed-income and equity funds, increasing the first and
second breakpoint from fixed-income and equity funds, respectively, from 4.5% to
4.75%, and (ii) a uniform dealer reallowance structure, paying out to financial
intermediaries a maximum of 2.15% instead of 2.25% at the fourth breakpoint (no
impact to shareholders).
Class B Contingent Deferred Sales Charge Waivers. Adopt a uniform set of
investor class waivers of CDSC on Class B shares across RiverSource Family of
Funds.
Class B Conversion to Class A. Adopt a uniform time horizon for conversion from
Class B shares to Class A shares in the month after the eighth year of
ownership. For Class B shares sold prior to the change, previous conversion
rules apply.
Class C Contingent Deferred Sale Charge Waivers. Adopt a uniform set of investor
class waivers of CDSC on Class C shares across RiverSource Family of Funds.
Class R (Re-designated Class R2) Contingent Deferred Sales Charge. Eliminate the
CDSC on Class R (re-designated Class R2) shares.
Repurchase Policy. Adopt repurchase policy of 90 days and require that, for
Class B shares sold, repurchases will be put into Class A shares at net asset
value.
D.1
THIS PAGE LEFT BLANK INTENTIONALLY
EXHIBIT E
COMPARISON OF ORGANIZATIONAL DOCUMENTS
This chart highlights material differences between the terms of the Articles of
Incorporation and By-Laws of Seligman Common Stock Fund, Inc. and RiverSource
Large Cap Series, Inc., of which each of RiverSource Large Cap Equity Fund and
RiverSource Disciplined Equity Fund is a series.
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------
SELIGMAN COMMON STOCK FUND, INC. RIVERSOURCE LARGE CAP SERIES, INC.
POLICY (MARYLAND CORPORATION) (MINNESOTA CORPORATION)
- --------------------------------------------------------------------------------------------------
SHAREHOLDER Under the Maryland General Corporation Under Minnesota law, a shareholder's
LIABILITY: Law ("MGCL"), a stockholder of a liability to the corporation or its
corporation is not obligated to the creditors is limited to paying the
corporation or its creditors with amount agreed to be paid for the shares
respect to the stock, except to the which the shareholder holds or has
extent that the subscription price or agreed to purchase.
other agreed upon price for the stock
has not been paid or liability is
otherwise imposed under the MGCL.
- --------------------------------------------------------------------------------------------------
SHAREHOLDER On each matter submitted to vote of the At all meetings of the shareholders,
VOTING stockholders, each holder of a share of each shareholder of record entitled to
RIGHTS: any series or class issued by the vote is entitled to one vote for each
corporation ("Common Stock") is dollar of net asset value (number of
entitled to one vote for each share shares owned time net asset value per
standing held irrespective of the share) and each fractional dollar
series of Common Stock ("Series") and amount is be entitled to a
all shares of all Series will vote as a proportionate fractional vote.
single class ("Single Class Voting");
except, that (a) as to any matter Shareholders have the power to vote (i)
requiring a separate vote of any Series for the election of directors; (ii) on
by the 1940 Act or would be required most amendments to the corporation's
under the MGCL, the requirements as to Articles of Incorporation and on
a separate vote by that Series apply in certain amendments to the corporation's
lieu of Single Class Voting as By-Laws; (iii) on certain proposed
described above; (b) in the event that mergers and exchanges to which the
the separate vote requirements referred corporation is a party; (iv) on the
to in (a) above apply with respect to proposed sale of all or substantially
one or more Series, then, subject to all of the corporation's property and
(c) below, the shares of all other assets not in the usual and regular
Series will vote as a single class; and course of its business; and (v) on the
(c) as to any matter which does not proposed dissolution of the
affect the interest of a particular corporation.
Series, only the holders of shares of
the one or more affected Series will be At all elections of directors, each
entitled to vote. Holders of shares of shareholder is entitled to as many
Common Stock of the corporation are not votes equal to the number of dollars of
be entitled to cumulative voting in the net asset value of shares owned
election of Directors or on any other multiplied by the number of directors
matter. to be elected and may cast all of such
votes for a single director or may
As to any matter with respect to which distribute them among the number to be
a separate vote of any class is voted for, or any two or more of them.
required by the 1940 Act or by MGCL
(including, without limitation, The standard form of certifying
approval of any plan, agreement or resolution creating rights and
other arrangement relating to preferences for series of capital stock
expenses), such requirement as to a provides that each share may be voted
separate vote by the class applies in by series (i) as required by the
lieu of single class voting, and, if provisions of the 1940 Act, as amended,
permitted by the 1940 Act or any rules, and all rules and regulations
regulations or orders thereunder and promulgated thereunder; (ii) when the
MGCL, all classes of a particular Board determines that a matter affects
Series vote together as a single class series in a materially different way;
on any matter that has the same effect or (iii) when the Board determines a
on each class of that Series. As to any matter affects only one or some of the
matter that does not affect the series. In addition, under Minnesota
interest of a particular class, only law, shareholders are entitled to vote
the holders of shares of the affected as separate series or classes with
class are entitled to vote. respect to certain amendments to the
corporation's Articles of Incorporation
and on certain mergers and exchanges to
which the corporation is a party.
- --------------------------------------------------------------------------------------------------
SHAREHOLDER Regular stockholder meetings are not Regular shareholder meetings are not
MEETINGS: required, unless stockholders are required; however, a majority of
required to meet for the purposes of directors present at a duly held
electing directors pursuant to the 1940 meeting may call a regular meeting of
Act. shareholders by fixing the date, time
and place for a meeting.
The chairman of the board, president,
chief executive officer or Board of If a regular meeting of shareholders
Directors may call a special meeting of has not been held during the
the stockholders. In addition, a immediately preceding 15 months, a
special meeting of stockholders shall shareholder or shareholders holding
be called by the secretary of the three percent or more of the voting
corporation on the written request of power of all shares entitled to vote
stockholders holding at least a may demand a regular meeting of
majority of the voting power of all shareholders by written notice of
shares entitled to vote. The demand given to the chief executive
stockholders must send written notice officer or chief financial officer.
to the secretary and other procedural Within 30 days after receipt of the
requirements must be met. demand by one of those officers, the
Board must cause a regular meeting of
The secretary of the Corporation will shareholders to be called and held on
also call a special meeting of the notice no later than 90 days after
stockholders on the written request of receipt of the demand, all at the
stockholders entitled to cast not less expense of the Fund.
than a majority of all the votes
entitled to be cast at such meeting. Special meetings of the shareholders
Any stockholder of record seeking to may be called at any time as provided
have stockholders request a special for by the laws of the State of
meeting must send written notice to the Minnesota.
secretary (the "Record Date Request
Notice") requesting the Board of
Directors to fix a record date to
determine the stockholders entitled to
request a special meeting (the "Request
Record Date"). The Record Date Request
Notice must
- --------------------------------------------------------------------------------------------------
</Table>
E.1
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------
SELIGMAN COMMON STOCK FUND, INC. RIVERSOURCE LARGE CAP SERIES, INC.
POLICY (MARYLAND CORPORATION) (MINNESOTA CORPORATION)
- --------------------------------------------------------------------------------------------------
state the purpose of the meeting and In addition, a special meeting of
the matters proposed to be acted on it, shareholders may be called at any time
signed by one or more stockholders of by a shareholder or shareholders
record as of the date of signature, holding ten percent or more of the
bear the date of signature of each such voting power of all shares entitled to
stockholder (or their agent) and state vote, except that a special meeting for
all information that must be disclosed the purpose of considering any action
in solicitations of proxies for to directly or indirectly facilitate or
election of directors in an election effect a business combination must be
contest (even if an election contest is called by 25% or more of the voting
not involved), or is otherwise power of all shares entitled to vote.
required, pursuant to Regulation 14A
(or any successor provision) under the
Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Upon
receiving the Record Date Request
Notice, the Board of Directors may fix
a Request Record Date that may not
precede and also not be more than ten
days after the close of business on the
date on which the resolution fixing the
Request Record Date is adopted by the
Board of Directors. If the Board of
Directors, within ten days after the
date on which a valid Record Date
Request Notice is received, fails to
adopt a resolution fixing the Request
Record Date, the Request Record Date
shall be the close of business on the
tenth day after the first date on which
the Record Date Request Notice is
received by the secretary.
In order for any stockholder to request
a special meeting, one or more written
requests for a special meeting signed
by stockholders of record (or their
agents) as of the Request Record Date
entitled to cast not less than a
majority (the "Special Meeting
Percentage") of all of the votes
entitled to be cast at such meeting
(the "Special Meeting Request") must be
delivered to the secretary.
Additionally, the Special Meeting
Request (a) shall set forth the purpose
of the meeting and the matters proposed
to be acted on at it (which is limited
to the lawful matters set forth in the
Record Date Request Notice received by
the secretary), (b) shall bear the date
of signature of each such stockholder
(or such agent) signing the Special
Meeting Request, (c) shall set forth
the name and address, as they appear in
the Corporation's books, of each
stockholder signing such request (or on
whose behalf the Special Meeting
Request is signed) and the class,
series and number of all shares of
stock of the Corporation which are
owned by each such stockholder, and the
nominee holder for, and number of,
shares owned by such stockholder
beneficially but not of record, (d)
shall be sent to the secretary by
registered mail, return receipt
requested, and (e) shall be received by
the secretary within 60 days after the
Request Record Date. Any stockholder
requesting a special stock holder
meeting may revoke his, her or its
request for a special meeting at any
time by written revocation delivered to
the secretary.
The secretary will inform the
requesting stockholders of the
reasonably estimated cost of preparing
and mailing the notice of meeting
(including the Corporation's proxy
materials). The secretary shall not be
required to call a special meeting upon
stockholder request and such meeting
shall not be held unless, in addition
to the aforementioned documents, the
secretary receives payment of such
reasonably estimated cost prior to the
mailing of any notice of the meeting.
Any stockholder requested meeting may
not be more than 90 days after the
record date for the meeting.
- --------------------------------------------------------------------------------------------------
SHAREHOLDER The presence in person or by proxy of The holders of at least ten percent
QUORUM: the holders of record of one-third of (10%) of the shares outstanding and
the shares of all Series and classes entitled to vote, present in person or
issued and outstanding and entitled to by proxy, constitute a quorum, but the
vote at a meeting constitute a quorum holders of a smaller amount may adjourn
except as otherwise provided by law or without further notice, other than by
the articles of incorporation. Where notice at the time, until a quorum is
the holders of shares of any Series or secured at any such adjourned meeting.
class are entitled to vote separately In case a quorum is not present, the
as a class, the presence in person or meeting may be adjourned without notice
by proxy of the holders of one-third of other than by notice at the meeting. At
the shares of that separate class any adjourned meeting at which a quorum
issued and outstanding and entitled to may be present, any business may be
vote at the meeting constitutes a transacted which might have been
quorum for that vote. transacted at the meeting as originally
called.
If a quorum is not present or
represented at the meeting, the holders
of a majority of the shares present in
person or by proxy and entitled to vote
have the power to adjourn the
- --------------------------------------------------------------------------------------------------
</Table>
E.2
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------
SELIGMAN COMMON STOCK FUND, INC. RIVERSOURCE LARGE CAP SERIES, INC.
POLICY (MARYLAND CORPORATION) (MINNESOTA CORPORATION)
- --------------------------------------------------------------------------------------------------
meeting without notice other than
announcement at the meeting, until a
quorum is present. If, however, such
quorum shall not be present at any
meeting of the stockholders, the
stockholders or the chairman of the
meeting shall have the power to adjourn
the meeting from time to time to a date
not more than 120 days after the
original record date without notice
other than announcement at the meeting.
At any adjourned meeting at which a
quorum may be present, any business may
be transacted which might have been
transacted at the meeting as originally
called.
The absence from any meeting of
stockholders of the number of shares in
excess of one-third of the shares of
all Series and classes, or of the
affected Series, class or classes, as
the case may be, which may be required
by the laws of the State of Maryland,
the 1940 Act or any other applicable
law or the Articles of Incorporation,
for action upon any given matter will
not prevent action of such meeting upon
any other matter or matters which may
properly come before the meeting, if
there shall be present thereat, in
person or by proxy, holders of the
number of shares required for action in
respect of such other matter or
matters. Notwithstanding any provision
of law requiring any action to be taken
or authorized by the holders of a
greater proportion than a majority of
the shares of all Series and classes or
of the shares of a particular Series,
class or classes, as the case may be,
entitled to vote thereon, such action
will be valid and effective if taken or
authorized by the affirmative vote of
the holders of a majority of the shares
of all Series and classes or of such
particular Series, Class or classes, as
the case may be, outstanding and
entitled to vote thereon.
The stockholders present either in
person or by proxy, at a meeting which
has been duly called and convened, may
continue to transact business until
adjournment, notwithstanding the
withdrawal of enough stockholders to
leave less than a quorum.
- --------------------------------------------------------------------------------------------------
SHAREHOLDER Under the MGCL, if authorized by the An action required or permitted to be
CONSENT: charter of the corporation, the holders taken at a shareholder meeting may be
of common stock entitled to vote taken by written action signed, or
generally in the election of directors consented to by authorized electronic
may take action or consent to any communication, by all of the
action by delivering a consent in shareholders entitled to vote on that
writing or by electronic transmission action. Such a written action is not
of the stockholders entitled to cast effective if it is signed or consented
not less than the minimum number of to by fewer than all the shareholders
votes that would be necessary to entitled to vote on the action.
authorize or take the action at a
stockholders meeting. The
corporation's charter does not
authorize such action; therefore, any
action required or permitted of
stockholders must be taken at a
meeting.
- --------------------------------------------------------------------------------------------------
NOTICE TO In general, stockholders entitled to In general, shareholders who are
SHAREHOLDERS vote at or notice of a stockholder entitled to vote at a shareholder
OF RECORD meeting must be given written notice of meeting must be given notice of the
DATE: at least 10 days and not more than 90 meeting at least 10 and not more than
days before the meeting. Unless 60 days before the meeting. In certain
otherwise required by statute, any cases, the notice of meeting must
business may be conducted at the annual include specified information required
meeting without being designated in the by Minnesota law. The Board can
notice. No business may be transacted establish a record date for determining
at a special meeting of stockholders the shareholders who are entitled to
except as specifically designated in vote at a shareholder meeting. The
the notice. record date cannot be more than 60 days
before the date of the meeting.
The directors may set a record date for
the purpose of determining the
stockholders entitled to notice of or
to vote at a stockholder meeting. The
record date cannot be more than 90 days
or less than 10 days before the date of
the meeting. Instead of fixing a record
date, the Board of Directors may close
the stock transfer books for not more
than 20 days. If the stock transfer
books are closed for this purpose, they
must be closed for at least 10 days
before the date of the meeting.
- --------------------------------------------------------------------------------------------------
SHAREHOLDER A stockholder may cast the votes by the At each shareholder meeting, the polls
PROXIES: stockholder in person or by proxy may be opened and closed, the proxies
executed by the stockholder or by the and ballots may be received and taken
stockholder's duly authorized agent in in charge, and all questions touching
any manner permitted or not prohibited the qualification of voters, the
by law. The proxy or evidence of validity of proxies, and acceptances or
authorization of the proxy must be rejections of votes may be decided by
filed with the secretary of the two inspectors of election.
corporation before or at the meeting.
No proxy is valid more than eleven
months after its date unless otherwise
provided in the proxy.
- --------------------------------------------------------------------------------------------------
</Table>
E.3
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------
SELIGMAN COMMON STOCK FUND, INC. RIVERSOURCE LARGE CAP SERIES, INC.
POLICY (MARYLAND CORPORATION) (MINNESOTA CORPORATION)
- --------------------------------------------------------------------------------------------------
Minnesota law provides that
shareholders can submit proxies in
writing or by telephonic transmission
or authenticated electronic
communication. It also provides that
the Board can establish procedures
whereby a record holder can certify in
writing that another person is the
beneficial owner of shares, and the
beneficial owner then can vote the
shares or appoint a proxy.
- --------------------------------------------------------------------------------------------------
DIRECTORS' The corporation may amend the Articles The Articles of Incorporation, or any
POWER TO of Incorporation if a majority of all provision hereof, may be amended,
AMEND the shares at the time issued and altered, changed or repealed in a
ARTICLES OF outstanding of all classes or the manner prescribed by the laws of the
INCORPORATI- affected class or classes entitled to State of Minnesota.
ON: vote in favor of the amendment, or
consent in writing to such amendment. The Board, acting without shareholder
approval, can amend the corporation's
Articles of Incorporation to (i) change
the name of the corporation; (ii)
increase or decrease, but not below the
number of then-outstanding shares, the
aggregate number of shares the
corporation has authority to issue,
including shares of any class or
series; and (iii) amend or cancel a
certificate fixing the rights and
preferences of a class or series of
shares, but only when no shares of that
class or series are outstanding.
In all other cases, the corporation's
Articles of Incorporation only can be
amended with the approval of the
requisite shareholders.
- --------------------------------------------------------------------------------------------------
TERMINATION Under the MGCL, a majority of the In order to dissolve a Minnesota
OF entire board of directors of the corporation, the affirmative vote of a
CORPORATION: corporation proposing to dissolve the majority of the voting power of all
corporation shall (1) adopt a shares entitled to vote is required. In
resolution which declares that order to discontinue an individual
dissolution of the corporation is class or series of shares without
advisable; and (2) direct that the dissolving the corporation, an
proposed dissolution be submitted for amendment to the corporation's Articles
consideration at either an annual or a of Incorporation would be required. In
special meeting of the stockholders. order to adopt such an amendment,
Under the MGCL, unless the shareholders must approve the amendment
corporation's charter provides a lesser by the affirmative vote of the greater
proportion of votes, but in no case of (i) a majority of the voting power
less than a majority of all votes of the shares of that class or series
entitled to be cast on the proposal, present and entitled to vote or (ii) a
the proposed dissolution shall be majority of the voting power of the
approved by the stockholders of the minimum number of shares of such class
corporation by the affirmative vote of or series entitled to vote that would
two-thirds of all the votes entitled to constitute a quorum for the transaction
be cast on the matter. The Seligmans of business at the meeting (a
Fund's charter provides that "Minnesota Statutory Vote").
notwithstanding any provision of law
requiring any action to be taken or The Board, acting without a shareholder
authorized by the holders of a greater vote, does not have the power to
proportion than a majority of the dissolve the corporation or to
shares of all series and classes or of discontinue an individual class or
the shares of a particular series, series of shares.
class or classes, as the case may be,
entitled to vote thereon, such action
shall be valid and effective if taken
or authorized by the affirmative vote
of the holders of a majority of the
shares of all series and classes or of
such particular series, class or
classes, as the case may be,
outstanding and entitled to vote
thereon.
- --------------------------------------------------------------------------------------------------
MERGER OR Under the MGCL, unless the In most cases, any merger or exchange
CONSOLIDATI- corporation's charter provides a lesser in which a Minnesota corporation is not
ON OF proportion of votes, but in no case the continuing entity, and any sale of
CORPORATION: less than a majority of all votes all or substantially all of the
entitled to be cast on the proposal, corporation's property and assets not
any consolidation, merger, share in the usual and regular course of its
exchange, or transfer requires the business, requires the affirmative vote
affirmative vote of two-thirds of all of a majority of the voting power of
the votes entitled to be cast on the all shares entitled to vote.
matter. The Seligmans Fund's charter
provides that notwithstanding any Any sale of the assets belonging to an
provision of law requiring any action individual series of shares of a
to be taken or authorized by the Minnesota corporation in exchange for
holders of a greater proportion than a shares of another corporation or trust
majority of the shares of all series or shares of another series of the
and classes or of the shares of a corporation, while leaving other series
particular series, class or classes, as of the corporation outstanding, would
the case may be, entitled to vote require an amendment to the
thereon, such action shall be valid and corporation's Articles of
effective if taken or authorized by the Incorporation. In order to adopt such
affirmative vote of the holders of a an amendment, shareholders of that
majority of the shares of all series series would have to approve the
and classes or of such particular amendment by a Minnesota Statutory
series, class or classes, as the case Vote.
may be, outstanding and entitled to
vote thereon.
A stockholder who has not received
payment for his stock in connection
with a merger, consolidation, share
exchange or transfer may petition a
court of equity in the county where the
principal office of the corporation is
located or where the resident agent of
the successor is located, for an
appraisal to determine the fair value
of the stock.
- --------------------------------------------------------------------------------------------------
REMOVAL OF Under the MGCL, stockholders of the Under Minnesota law, the Board can
DIRECTORS: corporation may remove any director, remove a director by a majority vote of
with or without cause, by the the remaining directors, but only if
affirmative vote of a majority of all the director was appointed by the Board
the votes entitled to be cast generally to fill a vacancy and has not
for the election of directors. subsequently been elected by
shareholders.
- --------------------------------------------------------------------------------------------------
</Table>
E.4
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------
SELIGMAN COMMON STOCK FUND, INC. RIVERSOURCE LARGE CAP SERIES, INC.
POLICY (MARYLAND CORPORATION) (MINNESOTA CORPORATION)
- --------------------------------------------------------------------------------------------------
In all other cases, a director can only
be removed by shareholder vote. In
general, such removal requires the
affirmative vote of the holders of a
majority of the voting power of all
shares entitled to vote at an election
of directors. However, where a
corporation has cumulative voting (as
do the Funds), unless the entire Board
is removed simultaneously, a director
is not removed from the Board if there
are cast against removal of the
director the votes of a proportion of
the voting power sufficient to elect
the director at an election of the
entire Board under cumulative voting.
- --------------------------------------------------------------------------------------------------
DIRECTOR The Board of Directors may appoint from From time to time the Board may, by
COMMITTEES: among its members an Executive resolution passed by a majority of the
Committee, an Audit Committee, a Board whole Board, appoint any other
Operations Committee, a Nominating committee or committees for any purpose
Committee and other committees, or purposes, which committee or
composed of one or more directors to committees will have such powers as
serve at the pleasure of the Board of specified in the resolution of
Directors. Any director may give notice appointment.
to the Board of Directors at any time
of his or her resignation from any The corporation's By-Laws provide that
committee on which he or she serves. the Board may, by resolution passed by
a majority of the whole Board,
The Board of Directors may delegate to designate an Executive Committee of two
committees appointed pursuant to the or more directors, which may meet at
Articles of Incorporation any of the stated times or on notice to all by any
powers of the Board of Directors, of their number during intervals
except as prohibited by law. between meetings of the Board. The
Executive Committee will advise with
Any action required or permitted to be and aid the officers of the Fund in all
taken at any meeting of a committee of matters concerning its interests and
the Board of Directors may be taken the management of its business, and
without a meeting, if a consent to such generally perform such duties and
action in writing or by electronic exercise such powers as may be
transmission is given by each member of delegated to it from time to time by
the committee and filed with the the Board.
minutes of proceedings of such
committee. The Board also may, by resolution
passed by a majority of the whole
Subject to the previous sections, the Board, appoint any other committee or
Board of Directors has the power at any committees for any purpose or purposes,
time to change the membership of any which committee or committees will have
committee, to fill all vacancies, to such powers as specified in the
designate alternate members to replace resolution of appointment. The quorum
any absent or disqualified member or to for such committee established by the
dissolve any such committee. Subject to Board is two members regardless of the
the power of the Board of Directors, number of members serving on the
the members of a committee have the committee. Under Minnesota law, the
power to fill any vacancies on such members of such other committees do not
committee. need to be directors.
- --------------------------------------------------------------------------------------------------
DIRECTOR The Fund's Articles of Incorporation To the full extent permitted by the
LIABILITY: provide that a director or officer of laws of the State of Minnesota, as now
the corporation will not be liable to existing or hereafter amended, no
the corporation or its stockholders for director of the Fund will be liable to
monetary damages for breach of the Fund or to its shareholders for
fiduciary duty as a director or monetary damages for breach of
officer, except to the extent such fiduciary duty as a director but such
exemption from liability or limitation limit on liability will be permitted by
thereof is not permitted by law only to the extent allowable under the
(including the 1940 Act). provisions of the 1940 Act.
Under the MGCL, the foregoing provision Under Minnesota law, the foregoing
is not effective to eliminate a provision is not effective to eliminate
director's personal liability to the a director's personal liability to the
Funds or its shareholders for, among Funds or its shareholders for, among
other things, any act or omission of other things, (i) any breach of the
the director that was material to the director's duty of loyalty to the
matter giving rise to a threatened, corporation or its shareholders; (ii)
pending or completed action, suit or acts or omissions not in good faith or
proceeding, whether civil, criminal, that involve intentional misconduct or
administrative, or investigative knowing violation of law; or (iii) any
("Proceeding"), and (1) was committed transaction from which the director
in bad faith; or (2) was the result of derived an improper personal benefit.
active and deliberate dishonesty; or
(ii) the director actually received an
improper personal benefit in money,
property, or services; or (iii) in the
case of any criminal proceeding, the
director had reasonable cause to
believe that the act or omission was
unlawful.
Under the MGCL, the charter of a
Maryland corporation may include any
provision expanding or limiting the
liability of its directors to the
corporation or its stockholders for
money damages, but may not include any
provision that restricts or limits the
liability of its directors to the
corporation or its stockholders: (A) to
the extent that it is proved that the
person actually received an improper
benefit or profit in money, property,
or services for the amount of the
benefit or profit in money, property,
or services actually received; or (B)
to the extent that a judgment or other
final adjudication adverse to the
person is entered in a proceeding based
on a finding in the proceeding that the
person's action, or failure to act, was
the result of active and deliberate
dishonesty and was material to the
cause of action adjudicated in the
proceeding.
- --------------------------------------------------------------------------------------------------
</Table>
E.5
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------
SELIGMAN COMMON STOCK FUND, INC. RIVERSOURCE LARGE CAP SERIES, INC.
POLICY (MARYLAND CORPORATION) (MINNESOTA CORPORATION)
- --------------------------------------------------------------------------------------------------
DIRECTOR The corporation will indemnify to the The Fund will indemnify any person who
INDEMNIFICA- fullest extent permitted by law any was or is a party and is threatened to
TION: person made or threatened to be made a be made a party, by reason of the fact
party to any action, suit or that she or he is or was a director,
proceeding, whether criminal, civil, officer, employee or agent of the Fund,
administrative or investigative, by or is or was serving at the request of
reason of the fact that such person is the Fund as a director, officer,
or was a director, officer or employee employee or agent of another company,
of the corporation or serves or served partnership, joint venture, trust or
at the request of the corporation any other enterprise, to any threatened,
other enterprise as a director, officer pending or completed action, suit or
or employee. To the fullest extent proceeding, wherever brought, and the
permitted by law, expenses incurred by Fund may purchase liability insurance
any such person in defending any such and advance legal expenses, all to the
action, suit or proceeding will be paid fullest extent permitted by the laws of
or reimbursed by the corporation the State of Minnesota. Any
promptly, provided that such person indemnification hereunder will not be
agrees to repay such expenses if it is exclusive of any other rights of
ultimately determined that such person indemnification to which the directors,
is not entitled to be indemnified by officers, employees or agents might
the corporation. The articles of otherwise be entitled. No
incorporation may not be amended to indemnification will be made in
adversely affect this protection. These violation of the 1940 Act.
provisions do not waive compliance with
the Securities Act of 1933 or the 1940 Under Minnesota law, a corporation is
Act or other valid rule, regulation or required to indemnify and advance
order of the SEC. expenses to present and former
directors against judgments, penalties,
Under the MGCL, a corporation may fines, settlements and reasonable
indemnify a director made a party to expenses, including attorneys' fees and
any Proceeding by reason of service in disbursements, if they are made parties
that capacity unless found liable under to a legal proceeding by virtue of
provisions (1) and (2) under "Director/ their position as directors. However,
Trustee Liability". Indemnification indemnification and advances are not
may be against judgments, penalties, required or permitted if a director
fines, settlements, and reasonable engaged in specified disabling conduct.
expenses actually incurred by the
director in connection with the The corporation's Articles of
proceeding. However, if the proceeding Incorporation and By-Laws provide that
was one by or in the right of the each person made or threatened to be
corporation, indemnification may not be made a party to or who is involved
made in respect of any proceeding in (including, without limitation, as a
which the director shall have been witness) in any actual or threatened
adjudged to be liable to the action, suit or proceeding whether
corporation. civil, criminal, administrative,
arbitration, or investigative,
The Corporation's By-Laws provide to including a proceeding by or in the
the maximum extent permitted by right of the Fund by reason of the
Maryland law, as in effect from time to former or present capacity as a
time, the Corporation shall indemnify director or officer of the Fund or who,
and, without requiring a preliminary while a director or officer of the
determination of the ultimate Fund, is or was serving at the request
entitlement to indemnification, shall of the Fund or whose duties as a
pay or reimburse reasonable expenses in director or officer involve or involved
advance of final disposition of a service as a director, officer,
proceeding to (a) any individual who is partner, trustee or agent of another
a present or former director or officer organization or employee benefit plan,
of the Corporation and who is made, or whether the basis of any proceeding is
threatened to be made, a party to the alleged action in an official capacity
proceeding by reason of his or her or in any capacity while serving as a
service in any such capacity or (b) any director, officer, partner, trustee or
individual who, while a director or agent, will be indemnified and held
officer of the Corporation and at the harmless by the Fund to the full extent
request of the Corporation, serves or authorized by laws of the State of
has served as a director, officer, Minnesota, as the same or may hereafter
partner or trustee of another be amended (but, in the case of any
corporation, or a real estate such amendment, only to the extent that
investment trust, partnership, joint such amendment permits the Fund to
venture, trust, employee benefit plan provide broader indemnification rights
or other enterprise and who is made, or than the law permitted the Fund to
threatened to be made, a party to the provide prior to such amendment), or by
proceeding by reason of his or her any other applicable law as then in
service in any such capacity. The effect, against judgments, penalties,
Corporation may, with the approval of fines including, without limitation,
its Board of Directors or any duly excise taxes assessed against the
authorized committee thereof, provide person with respect to an employee
such indemnification and advance for benefit plan, settlements and
expenses to a person who served a reasonable expenses, including
predecessor of the Corporation in any attorneys' fees and disbursements,
of the capacities described in (a) or incurred in connection therewith and
(b) above and to any employee or agent the indemnification will continue as to
of the Corporation or a predecessor of any person who has ceased to be a
the Corporation. The termination of director or officer and will inure to
any claim, action, suit or other the benefit of the person's heirs,
proceeding involving any person, by executors and administrators provided,
judgment, settlement (whether with or however, in an action brought against
without court approval) or conviction the Fund to enforce rights to
or upon a plea of guilty or nolo indemnification, the director or
contendere, or its equivalent, shall officer will be indemnified only if the
not create a presumption that such action was authorized by the Board of
person did not meet the standards of the Fund. The right to indemnification
conduct required for indemnification or conferred by these provisions is a
payment of expenses to be required or contract right and includes the right
permitted under Maryland law, the By- to be paid by the Fund in advance of
laws or the charter of the Corporation. the final disposition of a proceeding
Any indemnification or advance of for expenses incurred in connection
expenses made pursuant to the By-laws therewith provided, however, such
shall be subject to applicable payment of expenses will be made only
requirements of the 1940 Act. The upon receipt of a written undertaking
indemnification and payment of expenses by the director or officer to repay all
provided in the Bylaws shall not be amounts so paid if it is ultimately
deemed exclusive of or limit in any way determined that the director or officer
other rights to which any person is not entitled to indemnification.
seeking indemnification or payment of
expenses may be or may become entitled Each person who upon written request to
under any bylaw, regulation, insurance, the Funds has not received payment
agreement or otherwise. within thirty days may at any time
thereafter bring suit against the Funds
to recover any unpaid amount and, to
the extent successful, in whole or in
part, will be entitled to be paid the
expenses of prosecuting such suit. Each
person will be presumed to be entitled
to indemnification upon filing a
written request for payment and the
Fund will have the burden of proof to
overcome the presumption that the
director or officer is not so entitled.
Neither the determination by the Fund,
whether by the Board, special legal
counsel or by shareholder, nor the
failure of the Fund to have made any
determination will be a defense or
create the presumption that the
- --------------------------------------------------------------------------------------------------
</Table>
E.6
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------
SELIGMAN COMMON STOCK FUND, INC. RIVERSOURCE LARGE CAP SERIES, INC.
POLICY (MARYLAND CORPORATION) (MINNESOTA CORPORATION)
- --------------------------------------------------------------------------------------------------
director or officer is not entitled to
indemnification.
The right to indemnification and to the
payment of expenses prior to any final
determination will not be exclusive of
any other right which any person may
have or hereinafter acquire under any
statute, provision of the Articles of
Incorporation, by-law, agreement, vote
of shareholders or otherwise and
notwithstanding any provisions in the
Funds' By-Laws, the Funds are not
obligated to make any payment with
respect to any claim for which payment
is required to be made to or on behalf
of the director or officer under any
insurance policy, except with respect
to any excess beyond the amount of
required payment under such insurance
and no indemnification will be made in
violation of the provisions of the 1940
Act.
- --------------------------------------------------------------------------------------------------
DIVIDENDS: The Board of Directors may declare and The corporation's Articles of
pay dividends and distributions from Incorporation provide that the
income and capital gains, accrued or directors may declare and pay dividends
unrealized, from the assets belonging in their discretion at any time and
to a Series, at such times and in such from time to time to the extent and
manner as they may determine in their from such sources as permitted by the
discretion. laws of the State of Minnesota. Under
Minnesota law, the Board can authorize
Dividends and distributions on shares a dividend if it determines that the
of a particular Series may be paid to corporation will be able to pay its
the holders of shares of the Series at debts in the ordinary course of
such times, in such manner and from business after paying the dividend.
such of the income and capital gains,
accrued or realized, from the assets
belonging to that Series, after
providing for actual and accrued
liabilities belonging to that Series,
as the Board of Directors may
determine.
Dividends and other distributions upon
the stock of the corporation may be
authorized by the Board of Directors,
subject to the provisions of law and
the charter of the corporation.
Dividends and other distributions may
be paid in cash, property or stock of
the corporation, subject to the
provisions of law and the charter.
- --------------------------------------------------------------------------------------------------
CAPITALIZAT- The Board of Directors has the power The amount of total authorized capital
ION: and authority to increase or decrease, stock of the Fund is $100,000,000,
from time to time, the aggregate number consisting of 10,000,000,000 shares of
of shares of stock, or of any Series or par value of one cent ($0.01) per
class of stock, that the corporation share. Any or all of said shares of
has the authority to issue. capital stock may be issued in such
classes or series with such
With respect to Seligman Common Stock designations, preferences and relative,
Fund, Inc., the total number of shares participating, optional or other
of capital stock which the corporation special rights, or qualifications,
has authority to issue is 500,000,000 limitations or restrictions thereof, as
shares (par value of $.50 per share), is stated and expressed in a resolution
amounting to an aggregate par value of or resolutions providing for the issue
$250,000,000. of such class or series of stock as may
be adopted from time to time by the
Fund's Board.
- --------------------------------------------------------------------------------------------------
NUMBER OF The number of directors will never be There may be no less than two and not
DIRECTORS; less than the greater of three and the more than fifteen directors, as
VACANCIES: minimum number required by the MGCL, determined from time to time by the
nor more than 20, and the tenure of a Board. If a vacancy occurs on the Board
directorship will not be affected by by reason of death, resignation or
any decrease in the number of otherwise, such vacancy may be filled
directors. for the unexpired term by a majority
vote of the remaining directors, even
Any vacancy occurring in the Board of if the remaining number of directors is
Directors for any cause other than by less than a quorum.
reason of an increase in the number of
directors may be filled by a majority
of the remaining members of the Board
of Directors, even if such majority is
less than a quorum. Any vacancy
occurring by reason of an increase in
the number of directors may be filled
by a majority of the entire Board of
Directors then in office. A director
elected by the Board of Directors to
fill a vacancy will be elected to hold
office until the next annual meeting of
stockholders and until his or her
successor is elected and qualifies.
- --------------------------------------------------------------------------------------------------
INDEPENDENT The Articles of Incorporation and By- The corporation's By-Laws require the
CHAIR OF THE Laws do not require an independent Board to elect one independent member
BOARD: chair of the Board of Directors. to serve as Chair of the Board whose
duties include serving as the lead
independent director.
- --------------------------------------------------------------------------------------------------
INSPECTION Under the MGCL, any stockholder or his The Articles of Incorporation and By-
OF BOOKS AND agent may inspect and copy during usual Laws do not give shareholders any right
RECORDS: business hours the corporation's By- to inspect the books and records of the
laws, minutes of the proceedings of the corporation.
stockholders, annual statements of
affairs, and voting trust agreements on
file at the corporation's principal Minnesota law requires the corporation
office. (each Fund) to keep (i) a share
register containing the
In addition, one or more persons who
together are and for at least six
months have been
- --------------------------------------------------------------------------------------------------
</Table>
E.7
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------
SELIGMAN COMMON STOCK FUND, INC. RIVERSOURCE LARGE CAP SERIES, INC.
POLICY (MARYLAND CORPORATION) (MINNESOTA CORPORATION)
- --------------------------------------------------------------------------------------------------
stockholders of record of a least 5 names and addresses of its shareholders
percent of the outstanding stock of any and the number and classes of shares
class of the corporation may, in person held by each; (ii) records of all
or by agent, on written request, proceedings of shareholders for the
inspect and copy during usual business last three years; (iii) records of all
hours the corporation's books of proceedings of the Board for the last
account and its stock ledger, present three years; (iv) its Articles of
to any officer or resident agent of the Incorporation and By-Laws, as amended;
corporation a written request for a (v) certain financial statements that
statement of its affairs, and in the Minnesota law requires that the
case of any corporation which does not corporation (each Fund) to prepare;
maintain the original or a duplicate (vi) all reports to shareholders
stock ledger at its principal office, generally within the last three years;
present to any officer or resident and (vii) a statement of the names and
agent of the corporation a written usual business addresses of its
request for a list of its stockholders. directors and principal officers. The
Fund's shareholders and beneficial
A stockholder with the right, under owners have the right, upon written
applicable law, to inspect the demand stating the purpose, at any
corporation's books of account, stock reasonable time to examine and copy
ledger, or other specified documents of those records which are reasonably
the corporation has no right to make an related to the stated purpose, provided
inspection if the Board of Directors that the stated purpose is reasonably
determines that the stockholder has an related to the person's interest as a
improper purpose for requesting the shareholder or beneficial owner.
inspection.
- --------------------------------------------------------------------------------------------------
</Table>
E.8
EXHIBIT F
RIVERSOURCE FAMILY OF FUNDS PRIVACY NOTICE
The RiverSource Family of Funds, which includes RiverSource, Seligman, and
Threadneedle, branded funds (collectively, the "funds"), are committed to
respecting shareholders' rights of privacy and we have adopted the following
policy to maintain the confidentiality of the information you share with us:
INFORMATION WE COLLECT
We know that you expect us to conduct and process your business in a manner that
is both accurate and efficient. To do so, we may collect information about you
such as your name, address, Social Security number and the names of your
beneficiaries. This information is collected from applications or other forms
that you provide to us or the financial intermediaries that distribute the
funds. We also collect information about your transactions in the funds. In
addition, we may obtain information about you from third parties in order to
service your account. Financial intermediaries which distribute the funds and
service your account, whether or not affiliated with us, may have a customer
relationship with you and may independently collect information from you. This
Privacy Notice does not apply to their independent collection or use of
information about you.
INFORMATION WE DISCLOSE
We do not disclose any nonpublic personal information about our customers or
former customers to anyone, except in two circumstances. We disclose information
to companies, whether or not affiliated with us, that help us by providing
services to you including companies that market funds on our behalf. We also
disclose information when we are permitted or required by law to do so, such as
when information is provided to the IRS for tax purposes.
SECURITY
We maintain physical, electronic, and procedural safeguards to protect your
personal information. In addition, we insist that the distributors and other
companies that perform services for us limit access to your personal information
to authorized employees and agents, and maintain appropriate physical,
electronic and procedural safeguards.
This privacy notice applies to each fund in the RiverSource Family of Funds and
to Tri-Continental Corporation. It also applies to RiverSource Investments, LLC,
RiverSource Fund Distributors, Inc. and RiverSource Service Corporation with
respect to the investment advisory, distribution and shareholder services each
may provide to the funds.
F.1
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19830
PROXY RIVERSOURCE FUNDS PROXY
SELIGMAN FUNDS
NOTICE OF A JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 2, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND(S) LISTED BELOW.
The undersigned hereby constitutes and appoints Stephen R. Lewis, Jr., Scott R. Plummer and
Christopher O. Petersen, and each of them, as proxies for the undersigned, with full power of
substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent
and vote, as designated on the reverse side, all shares of the Fund(s) listed below held of record
by the undersigned on April 3, 2009 at the Joint Special Meeting of Shareholders to be held on June
2, 2009 (the Meeting), and at any adjournment thereof. The undersigned hereby revokes any previous
proxies with respect to such shares of the undersigned.
THIS PROXY CARD, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER(S), AND, IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF, INCLUDING, BUT NOT LIMITED TO,
PROPOSING AND/OR VOTING ON ADJOURNMENT OF THE MEETING WITH RESPECT TO THE PROPOSAL(S), INCLUDING,
BUT NOT LIMITED TO, IN THE EVENT THAT SUFFICIENT VOTES IN FAVOR OF ANY PROPOSAL ARE NOT RECEIVED. IF
THIS PROXY CARD IS SIGNED, DATED AND RETURNED WITH NO VOTING INSTRUCTION AS TO THE PROPOSAL(S) ON
WHICH SHARES REPRESENTED BY THE UNDERSIGNED ARE ENTITLED TO VOTE, SUCH SHARES SHALL BE VOTED FOR THE
PROPOSAL(S).
VOTE VIA TELEPHONE: 1-866-241-6192
VOTE VIA THE INTERNET: www.proxy-direct.com
999 9999 9999 999 [_________________________]
NOTE: Please sign exactly as your name
appears on this Proxy Card and date it. If
signing for estates, trusts or
corporations, title or capacity should be
stated. If shares are held jointly, each
holder must sign.
-------------------------------------------
Signature
-------------------------------------------
Additional Signature (if held jointly)
-------------------------------------------
Date RSF_19830_040609
FUND FUND
- ---- ----
RiverSource Large Cap Equity Fund Seligman Common Stock Fund, Inc.
VOTING OPTIONS
READ YOUR PROXY STATEMENT AND HAVE IT AT HAND WHEN VOTING.
(GRAPHIC) (GRAPHIC) (GRAPHIC) (GRAPHIC)
VOTE ON THE INTERNET VOTE BY PHONE VOTE BY MAIL VOTE IN PERSON
LOG ON TO: CALL 1-866-241-6192 VOTE, SIGN AND DATE THIS PROXY ATTEND SHAREHOLDER MEETING
www.proxy-direct.com FOLLOW THE RECORDED CARD AND RETURN IN THE MARQUETTE HOTEL
FOLLOW THE ON-SCREEN INSTRUCTIONS POSTAGE-PAID ENVELOPE 710 MARQUETTE AVENUE
INSTRUCTIONS AVAILABLE 24 HOURS MINNEAPOLIS, MN 55402
AVAILABLE 24 HOURS ON JUNE 2, 2009
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW. THIS PROXY CARD CONTAINS PROPOSALS RELATING TO
MULTIPLE FUNDS. IF YOU DO NOT OWN SHARES OF A FUND, "NOT APPLICABLE" IS NOTED UNDER THAT PROPOSAL.
YOU ARE ONLY PERMITTED TO VOTE ON PROPOSALS OF FUND(S) FOR WHICH YOU OWN SHARES. IF YOU DO NOT
INDICATE YOUR VOTING INSTRUCTION FOR THE PROPOSALS THAT YOU ARE ENTITLED TO VOTE, YOUR PROXY WILL BE
VOTED FOR EACH SUCH PROPOSAL THAT YOU ARE ENTITLED TO VOTE.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [X]
[ ] Mark this box to vote FOR ALL Proposals of fund(s) for which you own shares. (No other vote
is necessary.)
1A. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN RIVERSOURCE LARGE CAP EQUITY FUND
AND RIVERSOURCE DISCIPLINED EQUITY FUND.
FOR AGAINST ABSTAIN
RiverSource Large Cap Equity Fund [ ] [ ] [ ]
1B. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN SELIGMAN COMMON STOCK FUND, INC. AND
RIVERSOURCE DISCIPLINED EQUITY FUND.
FOR AGAINST ABSTAIN
Seligman Common Stock Fund, Inc. [ ] [ ] [ ]
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR BOTH RIVERSOURCE AND SELIGMAN
FUNDS SHAREHOLDER MEETING TO BE HELD ON JUNE 2, 2009.
THE PROXY STATEMENT FOR THIS MEETING IS AVAILABLE AT HTTPS://WWW.PROXY-DIRECT.COM/RFS19830
EVERY VOTE IS IMPORTANT! PLEASE VOTE TODAY USING ONE OF THE FOUR AVAILABLE OPTIONS!
RSF_19830_040609
RIVERSOURCE LARGE CAP EQUITY FUND
SELIGMAN COMMON STOCK FUND, INC.
(COMBINED PROXY STATEMENT/PROSPECTUS)
April 17, 2009
HERE IS A BRIEF OVERVIEW OF THE CHANGES BEING RECOMMENDED FOR YOUR FUND. WE
ENCOURAGE YOU TO READ THE FULL TEXT OF THE ENCLOSED COMBINED PROXY
STATEMENT/PROSPECTUS.
Q: WHY AM I BEING ASKED TO VOTE?
Mutual funds are required to get shareholders' approval for certain kinds of
changes, like the reorganizations proposed in this combined proxy
statement/prospectus.
Q: IS MY VOTE IMPORTANT?
Absolutely! While the Board of Directors (the "Board") of each Fund listed above
has reviewed these reorganizations and recommends that you approve them, you
have the right to voice your opinion. Until a Fund is sure that a quorum has
been reached, it will continue to contact shareholders asking them to vote.
Q: WHAT AM I BEING ASKED TO VOTE ON?
Shareholders are being asked to vote on:
- - The reorganization (a "Reorganization") of RiverSource Large Cap Equity Fund
or Seligman Common Stock Fund, Inc. (each a "Selling Fund" and together, the
"Selling Funds"), as applicable, into RiverSource Disciplined Equity Fund (the
"Buying Fund") as noted in the table below:
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------
SELLING FUND BUYING FUND
- ----------------------------------------------------------------------------------------------
RiverSource Large Cap Equity Fund
- ----------------------------------------------- RiverSource Disciplined Equity Fund
Seligman Common Stock Fund, Inc.
- ----------------------------------------------------------------------------------------------
</Table>
If the Reorganization of your Selling Fund is approved by shareholders and the
other closing conditions are met, your shares of the Selling Fund will, in
effect, be converted into shares of the Buying Fund with the same aggregate net
asset value as your Selling Fund shares at the time of the Reorganization.
(Selling Funds and the Buying Funds may be individually or collectively referred
to as a "Fund" or the "Funds".)
We encourage you to read the full text of the combined proxy
statement/prospectus to obtain a more detailed understanding of the issues.
Q: WHY ARE THE REORGANIZATIONS BEING PROPOSED?
RiverSource Investments, LLC ("RiverSource Investments" or the "investment
manager"), a wholly-owned subsidiary of Ameriprise Financial, Inc. and the
investment manager of the Funds, recently purchased all of the outstanding
capital stock of J. & W. Seligman & Co. Incorporated ("Seligman"), the former
investment manager of the Seligman Funds, and became the investment manager of
the Seligman Funds. In connection with the purchase of Seligman, the RiverSource
Family of Funds now includes funds branded "Seligman" in addition to funds
branded "RiverSource." RiverSource Investments has proposed that certain
Seligman Funds and RiverSource Funds be reorganized into certain other Seligman
Funds or RiverSource Funds. The Reorganization of each Selling Fund into the
Buying Fund would result in a larger combined fund with similar investment
objectives, principal investment strategies and fundamental investment policies,
which will allow for more focused distribution, potentially increasing sales of
and economies of scale in the combined fund. Additionally, following the
Reorganization, expenses of the larger combined fund are expected to be lower
than the expenses would have been for Seligman Common Stock Fund, Inc. and for
RiverSource Large Cap Equity Fund.
Q: IF APPROVED, WHEN WILL THE REORGANIZATIONS HAPPEN?
The Reorganizations will take place as soon as practicable following shareholder
approval, and are expected to close before the end of the third quarter of 2009.
Q: HOW DOES THE BOARD RECOMMEND THAT I VOTE?
After careful consideration, the Board of each Selling Fund recommends that you
vote FOR the Reorganization of your Selling Fund.
Q: HOW DO I VOTE?
You can vote in one of four ways:
- - By telephone
- - By internet
- - By mail with the enclosed proxy card
- - In person at the meeting
Please refer to the enclosed proxy card for the telephone number and internet
address.
Q: WHOM SHOULD I CALL IF I HAVE QUESTIONS?
If you have questions about any of the proposals described in the combined proxy
statement/prospectus or about voting procedures, please call the Funds' proxy
solicitor, Computershare Fund Services, toll free at (866) 438-8932.
STATEMENT OF ADDITIONAL INFORMATION
RIVERSOURCE LARGE CAP SERIES, INC.
RiverSource Disciplined Equity Fund
APRIL 17, 2009
This Statement of Additional Information (the "SAI") is not a prospectus. It
should be read in conjunction with the proxy statement/prospectus, dated the
same date as this SAI, which may be obtained by contacting your Fund's proxy
solicitor, Computershare Fund Services, toll free at (866) 438-8932.
This SAI relates to the proposed reorganizations (each a "Reorganization") of
RiverSource Large Cap Equity Fund or Seligman Common Stock Fund, Inc. (each a
"Selling Fund" and together, the "Selling Funds") into RiverSource Disciplined
Equity Fund (the "Buying Fund"), as noted in the table below:
<Table>
<Caption>
SELLING FUND BUYING FUND
- ----------------------------------------------------------------------------------------------
RiverSource Large Cap Equity Fund
RiverSource Disciplined Equity Fund
Seligman Common Stock Fund, Inc. ("Seligman
Common Stock Fund")
</Table>
This SAI incorporates by reference the following described Buying and Selling
Fund documents, each of which has been previously filed and accompanies this
SAI.
1. The Report of the Independent Registered Public Accounting Firm and the
audited financial statements included in the Annual Report to Shareholders
of RiverSource Disciplined Equity Fund, for the period ended July 31, 2008,
and the unaudited financial statements included in the Semiannual Report to
Shareholders of RiverSource Disciplined Equity Fund, for the period ended
Jan. 31, 2009;
2. The Report of the Independent Registered Public Accounting Firm and the
audited financial statements included in the Annual Report to Shareholders
of RiverSource Large Cap Equity Fund, for the period ended July 31, 2008,
and the unaudited financial statements included in the Semiannual Report to
Shareholders of RiverSource Large Cap Equity Fund, for the period ended Jan.
31, 2009;
3. The Report of the Independent Registered Public Accounting Firm and the
audited financial statements included in the Annual Report to Shareholders
of Seligman Common Stock Fund, Inc., for the period ended Dec. 31, 2008; and
4. The most recent Statement of Additional Information for RiverSource
Disciplined Equity Fund, dated April 1, 2009.
TABLE OF CONTENTS
<Table>
RIVERSOURCE DISCIPLINED EQUITY FUND PRO FORMA FINANCIALS
Introduction to Proposed Fund Reorganization.................................. 3
Pro Forma Combining Statement of Assets and Liabilities....................... 4
Pro Forma Combining Statement of Operations................................... 5
Notes to Pro Forma Financial Statements....................................... 6
Combined Portfolio of Investments............................................. 8
</Table>
2
RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND)
RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND)
SELIGMAN COMMON STOCK FUND (SELLING FUND)
INTRODUCTION TO PROPOSED FUND REORGANIZATION
Jan. 31, 2009
The accompanying unaudited pro forma combining statement of assets and
liabilities and the statement of operations reflect the accounts of the three
funds at and for the 12-month period ending Jan. 31, 2009. These statements have
been derived from financial statements prepared for RiverSource Disciplined
Equity Fund, RiverSource Large Cap Equity Fund and Seligman Common Stock Fund as
of Jan. 31, 2009. RiverSource Disciplined Equity Fund invests primarily in
equity securities of companies listed on U.S. exchanges with market
capitalizations greater than $5 billion at the time of purchase. RiverSource
Large Cap Equity Fund invests primarily in equity securities of companies with a
market capitalization greater than $5 billion at the time of purchase, which
includes income-producing equity securities, such as dividend paying stocks,
convertible securities and preferred stocks. Seligman Common Stock Fund invests
primarily in common stocks of larger U.S. companies with market capitalizations
over $3 billion at the time of purchase that are broadly diversified among a
number of industries.
Under the proposed Agreement and Plan of Reorganization, share classes of
RiverSource Large Cap Equity Fund and Seligman Common Stock Fund would be
exchanged for share classes of RiverSource Disciplined Equity Fund.
<Table>
<Caption>
SELLING FUNDS BUYING FUND
- --------------------------------------------------------------------------------------------------------
RiverSource Large Cap Equity Fund Class A RiverSource Disciplined Equity Fund Class A
- --------------------------------------------------------------------------------------------------------
Seligman Common Stock Fund Class A RiverSource Disciplined Equity Fund Class A
- --------------------------------------------------------------------------------------------------------
RiverSource Large Cap Equity Fund Class B RiverSource Disciplined Equity Fund Class B
- --------------------------------------------------------------------------------------------------------
Seligman Common Stock Fund Class B RiverSource Disciplined Equity Fund Class B
- --------------------------------------------------------------------------------------------------------
RiverSource Large Cap Equity Fund Class C RiverSource Disciplined Equity Fund Class C
- --------------------------------------------------------------------------------------------------------
Seligman Common Stock Fund Class C RiverSource Disciplined Equity Fund Class C
- --------------------------------------------------------------------------------------------------------
RiverSource Large Cap Equity Fund Class I RiverSource Disciplined Equity Fund Class I
- --------------------------------------------------------------------------------------------------------
RiverSource Large Cap Equity Fund Class R2 RiverSource Disciplined Equity Fund Class R2
- --------------------------------------------------------------------------------------------------------
Seligman Common Stock Fund Class R* RiverSource Disciplined Equity Fund Class R2
- --------------------------------------------------------------------------------------------------------
RiverSource Large Cap Equity Fund Class R3 RiverSource Disciplined Equity Fund Class R3
- --------------------------------------------------------------------------------------------------------
RiverSource Large Cap Equity Fund Class R4 RiverSource Disciplined Equity Fund Class R4
- --------------------------------------------------------------------------------------------------------
RiverSource Large Cap Equity Fund Class R5 RiverSource Disciplined Equity Fund Class R5
- --------------------------------------------------------------------------------------------------------
Seligman Common Stock Fund Class I* RiverSource Disciplined Equity Fund Class R5
- --------------------------------------------------------------------------------------------------------
</Table>
* Effective on or about June 13, 2009, the Class R and Class I shares of the
Seligman Fund will be redesignated as Class R2 and Class R5 shares,
respectively.
Note: RiverSource Disciplined Equity Fund also offers Class W shares.
The pro forma combining statements have been prepared to give effect to the
proposed transaction on the historical operations of the accounting survivor,
RiverSource Disciplined Equity Fund, as if the transaction had occurred at the
beginning of the fiscal year ending Jan. 31, 2009.
3
RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND)
RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND)
SELIGMAN COMMON STOCK FUND (SELLING FUND)
PRO FORMA COMBINING
STATEMENT OF ASSETS AND LIABILITIES
<Table>
<Caption>
RIVERSOURCE RIVERSOURCE
DISCIPLINED DISCIPLINED
RIVERSOURCE RIVERSOURCE SELIGMAN EQUITY FUND EQUITY FUND
DISCIPLINED LARGE CAP COMMON PRO FORMA PRO FORMA
JAN. 31, 2009 (UNAUDITED) EQUITY FUND EQUITY FUND STOCK FUND ADJUSTMENTS COMBINED
ASSETS
Investments in securities, at cost
Unaffiliated issuers $ 3,080,078,855 $ 2,692,173,898 $118,219,957 $ -- $ 5,890,472,710
Affiliated money market fund $ 38,574,554 $ 65,890,575 $ -- $ -- $ 104,465,129
Investments of cash collateral received for
securities on loan $ 149,027,673 $ 203,391,339 $ -- $ -- $ 352,419,012
-------------------------------------------------------------------------------
Investments in securities, at value
Unaffiliated issuers* $ 1,846,763,087 $ 2,059,825,946 $ 90,308,962 $ -- $ 3,996,897,995
Affiliated money market fund $ 38,574,554 $ 65,890,575 $ -- $ -- $ 104,465,129
Investments of cash collateral received for
securities on loan $ 149,027,673 $ 203,391,339 $ -- $ -- $ 352,419,012
Cash (Note 2) -- 22,382 72,682 (89,675)(g) 5,389
Foreign currency holdings (identified cost $652
for RiverSource Large Cap Equity Fund) -- 637 -- -- 637
Capital shares receivable 66,185,449 437,979 701 -- 66,624,129
Dividends and accrued interest receivable 2,055,385 3,595,532 107,672 -- 5,758,589
Receivable for investment securities sold 93,236,508 130,663,058 705 -- 223,900,271
Administrative services fees receivable (Note 2) -- -- -- 248,157(c) 248,157
Other receivable (Note 2) -- -- -- 158,190(e) 158,190
Prepaid expenses -- -- 87,134 -- 87,134
Other assets -- -- 17,205 -- 17,205
- -----------------------------------------------------------------------------------------------------------------------------------
Total assets 2,195,842,656 2,463,827,448 90,595,061 316,672 4,750,581,837
- -----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Capital shares payable 3,547,314 2,380,003 33,688 -- 5,961,005
Payable for investment securities purchased 158,103,932 128,505,375 -- -- 286,609,307
Payable upon return of securities loaned 149,027,673 203,391,339 -- -- 352,419,012
Variation margin payable 2,517,200 1,729,515 -- -- 4,246,715
Payable to RiverSource Investments, LLC (Note 2) -- -- -- 2,260,925(f) 2,260,925
Accrued investment management services fees (Note
2) 31,159 34,994 52,026 1,485,874(a) 1,604,053
Accrued distribution fees (Note 2) 11,214 19,269 24,223 -- 54,706
Accrued transfer agency fees (Note 2) 8,253 23,709 44,593 94,638(b) 171,193
Accrued administrative services fees (Note 2) 2,855 3,200 -- (6,055)(c) --
Accrued plan administration services fees (Note 2) 546 495 -- 6,964(d) 8,005
Other accrued expenses (Note 2) 267,753 656,515 137,541 (1,061,809)(e) --
- -----------------------------------------------------------------------------------------------------------------------------------
Total liabilities 313,517,899 336,744,414 292,071 2,780,537 653,334,921
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets applicable to outstanding capital stock $ 1,882,324,757 $ 2,127,083,034 $ 90,302,990 $ (2,463,865) $ 4,097,246,916
- -----------------------------------------------------------------------------------------------------------------------------------
REPRESENTED BY
Capital stock -- $.01 par value for RiverSource
Disciplined Equity Fund and RiverSource Large
Cap Equity Fund and $.50 par value for Seligman
Common Stock Fund (Notes 2 and 3) $ 5,262,532 $ 8,112,130 $ 8,433,721 $(10,355,492)(g)$ 11,452,891
Additional paid-in capital (Notes 2 and 3) 3,403,669,559 4,419,558,829 196,127,703 10,265,817(g) 8,029,621,908
Undistributed (excess of distributions over) net
investment income (Note 2) 21,936,708 (11,741,239) 119,335 (2,374,190) 7,940,614
Accumulated net realized gain (loss) (313,048,070) (1,649,118,429) (86,466,774) -- (2,048,633,273)
Unrealized appreciation (depreciation) on
investments
and on translation of assets and liabilities in
foreign currencies (1,235,495,972) (639,728,257) (27,910,995) -- (1,903,135,224)
- -----------------------------------------------------------------------------------------------------------------------------------
Total -- representing net assets applicable to
outstanding capital stock $ 1,882,324,757 $ 2,127,083,034 $ 90,302,990 $ (2,463,865) $ 4,097,246,916
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets applicable to outstanding
shares: Class A $ 620,051,403 $ 1,767,428,770 $ 77,262,366 $ (2,047,265) $ 2,462,695,274
Class B $ 19,832,792 $ 231,221,979 $ 1,141,960 $ (267,831) $ 251,928,900
Class C $ 1,814,010 $ 11,202,974 $ 6,373,918 $ (12,977) $ 19,377,925
Class I $ 276,904,563 $ 28,634,991 N/A $ (33,169) $ 305,506,385
Class R2 $ 2,365 $ 2,177 $ 1,563,648 $ (3) $ 1,568,187
Class R3 $ 2,365 $ 2,175 N/A $ (3) $ 4,537
Class R4 $ 77,831,387 $ 70,551,113 N/A $ (81,722) $ 148,300,778
Class R5 $ 2,364 $ 18,038,855 $ 3,961,098 $ (20,895) $ 21,981,422
Class W $ 885,883,508 N/A N/A $ -- $ 885,883,508
Shares outstanding (Note 3):Class A shares 173,305,774 673,576,501 14,409,165 -- 688,010,766
Class B shares 5,570,594 89,152,064 218,484 -- 70,766,130
Class C shares 512,826 4,332,812 1,217,746 -- 5,474,384
Class I shares 77,058,471 10,885,950 N/A -- 85,025,552
Class R2 shares 661 822 290,580 -- 438,041
Class R3 shares 661 822 N/A -- 1,268
Class R4 shares 21,684,784 26,500,390 N/A -- 41,314,141
Class R5 shares 661 6,763,671 731,466 -- 6,140,063
Class W shares 248,118,779 N/A N/A -- 248,118,779
Net asset value per share of outstanding capital
stock: Class A $ 3.58 $ 2.62 $ 5.36 $ -- $ 3.58
Class B $ 3.56 $ 2.59 $ 5.23 $ -- $ 3.56
Class C $ 3.54 $ 2.59 $ 5.23 $ -- $ 3.54
Class I $ 3.59 $ 2.63 N/A $ -- $ 3.59
Class R2 $ 3.58 $ 2.65 $ 5.38 $ -- $ 3.58
Class R3 $ 3.58 $ 2.65 N/A $ -- $ 3.58
Class R4 $ 3.59 $ 2.66 N/A $ -- $ 3.59
Class R5 $ 3.58 $ 2.67 $ 5.42 $ -- $ 3.58
Class W $ 3.57 N/A N/A $ -- $ 3.57
- -----------------------------------------------------------------------------------------------------------------------------------
* Including securities on loan, at value $ 140,468,510 $ 190,109,786 $ -- $ -- $ 341,860,902
- -----------------------------------------------------------------------------------------------------------------------------------
</Table>
See accompanying notes to pro forma financial statements.
4
RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND)
RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND)
SELIGMAN COMMON STOCK FUND (SELLING FUND)
PRO FORMA COMBINING
STATEMENT OF OPERATIONS
<Table>
<Caption>
RIVERSOURCE RIVERSOURCE
DISCIPLINED DISCIPLINED
RIVERSOURCE RIVERSOURCE SELIGMAN EQUITY FUND EQUITY FUND
DISCIPLINED LARGE CAP COMMON PRO FORMA PRO FORMA
YEAR ENDED JAN. 31, 2009 (UNAUDITED) EQUITY FUND EQUITY FUND STOCK FUND ADJUSTMENTS COMBINED
INVESTMENT INCOME
Income:
Dividends $ 70,229,899 $ 95,813,703 $ 2,931,747 $ -- $ 168,975,349
Interest 27,854 -- 2,374,222 -- 2,402,076
Income distributions from affiliated money
market fund 1,593,662 2,837,413 -- -- 4,431,075
Fee income from securities lending -- 611,735 -- -- 611,735
Less foreign taxes withheld -- (1,218,586) (6,209) -- (1,224,795)
- ------------------------------------------------------------------------------------------------------------------------------
Total income 71,851,415 98,044,265 5,299,760 -- 175,195,440
- ------------------------------------------------------------------------------------------------------------------------------
Expenses:
Investment management services fees (Note 2) 14,317,409 15,722,276 990,777 1,485,874(a) 32,516,336
Distribution fees
Class A 2,494,694 7,830,633 322,677 -- 10,648,004
Class B 381,250 4,677,972 22,841 -- 5,082,063
Class C 26,075 195,762 104,591 -- 326,428
Class R2 18 17 10,149 -- 10,184
Class R3 10 9 -- -- 19
Class W 3,247,682 -- -- -- 3,247,682
Transfer agency fees (Note 2)
Class A 1,182,638 8,214,557 521,751 187,181(b) 10,106,127
Class B 50,119 1,295,118 9,058 (66,042)(b) 1,288,253
Class C 3,297 53,451 41,352 (16,637)(b) 81,463
Class R2 2 2 7,947 (6,932)(b) 1,019
Class R3 2 2 -- -- 4
Class R4 58,140 86,220 -- -- 144,360
Class R5 2 738 5,767 (2,932)(b) 3,575
Class W 2,598,145 -- -- -- 2,598,145
Administrative services fees (Note 2) 1,470,070 1,892,136 -- (254,212)(c) 3,107,994
Plan administration services fees (Note 2)
Class R2 9 9 -- 5,079(d) 5,097
Class R3 9 9 -- -- 18
Class R4 290,700 431,100 -- 1,885(d) 723,685
Compensation of board members (Note 2) 68,419 90,539 13,197 (7,238)(e) 164,917
Custodian fees (Note 2) 247,104 502,920 50,758 (205,164)(e) 595,618
Printing and postage (Note 2) 194,355 1,194,100 51,349 (971,332)(e) 468,472
Registration fees (Note 2) 126,270 54,560 81,524 42,006(e) 304,360
Professional fees (Note 2) 50,777 111,199 68,074 (107,657)(e) 122,393
Other (Note 2) 127,050 127,806 21,999 29,386(e) 306,241
- ------------------------------------------------------------------------------------------------------------------------------
Total expenses 26,934,246 42,481,135 2,323,811 113,265 71,852,457
Expenses waived/reimbursed by RiverSource
Investments, LLC (Note 2) (91,197) (4,895,893) -- 2,260,925(f) (2,726,165)
Earnings and bank fee credits on cash
balances (27,810) (138,402) -- -- (166,212)
- ------------------------------------------------------------------------------------------------------------------------------
Total net expenses 26,815,239 37,446,840 2,323,811 2,374,190 68,960,080
- ------------------------------------------------------------------------------------------------------------------------------
Investment income (loss) -- net 45,036,176 60,597,425 2,975,949 (2,374,190) 106,235,360
- ------------------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) -- NET
Net realized gain (loss) on:
Security transactions (198,497,440) (1,398,750,527) (76,666,020) -- (1,673,913,987)
Foreign currency transactions -- 28,771,365 -- -- 28,771,365
Futures contracts (20,013,885) (31,491,717) -- -- (51,505,602)
Options contracts written -- (8,059,150) -- -- (8,059,150)
Swap transactions -- (2,690,055) -- -- (2,690,055)
- ------------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments (218,511,325) (1,412,220,084) (76,666,020) -- (1,707,397,429)
Net change in unrealized appreciation
(depreciation) on investments
and on translation of assets and
liabilities in foreign currencies (1,170,114,325) (641,022,494) (12,477,310) -- (1,823,614,129)
- ------------------------------------------------------------------------------------------------------------------------------
Net gain (loss) on investments and foreign
currencies (1,388,625,650) (2,053,242,578) (89,143,330) -- (3,531,011,558)
- ------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations $(1,343,589,474) $(1,992,645,153) $(86,167,381) $(2,374,190) $(3,424,776,198)
- ------------------------------------------------------------------------------------------------------------------------------
</Table>
See accompanying notes to pro forma financial statements.
5
RIVERSOURCE DISCIPLINED EQUITY FUND (BUYING FUND)
RIVERSOURCE LARGE CAP EQUITY FUND (SELLING FUND)
SELIGMAN COMMON STOCK FUND (SELLING FUND)
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(Unaudited as to Jan. 31, 2009)
1. BASIS OF COMBINATION
The unaudited pro forma combining statement of assets and liabilities and the
statement of operations reflect the accounts of the three funds at and for the
12-month period ending Jan. 31, 2009. These statements have been derived from
financial statements prepared for the RiverSource Disciplined Equity Fund,
RiverSource Large Cap Equity Fund and Seligman Common Stock Fund as of Jan. 31,
2009.
Each Fund is registered under the Investment Company Act of 1940 (as amended) as
a diversified, open-end management investment company. The primary investments
of each Fund are as follows:
RiverSource Disciplined Equity Fund invests primarily in equity securities of
companies listed on U.S. exchanges with market capitalizations greater than $5
billion at the time of purchase.
RiverSource Large Cap Equity Fund invests primarily in equity securities of
companies with a market capitalization greater than $5 billion at the time of
purchase, which includes income-producing equity securities, such as dividend
paying stocks, convertible securities and preferred stocks.
Seligman Common Stock Fund invests primarily in common stocks of larger U.S.
companies with market capitalizations over $3 billion at the time of purchase
that are broadly diversified among a number of industries.
The pro forma statements give effect to the proposed transfer of the assets and
liabilities of RiverSource Large Cap Equity Fund and Seligman Common Stock Fund
in exchange for Class A, Class B, Class C, Class I, Class R2, Class R3, Class R4
and Class R5 shares of RiverSource Disciplined Equity Fund under U.S. generally
accepted accounting principles. The pro forma statements reflect estimates for
the combined RiverSource Disciplined Equity Fund based on the increased asset
level of the Reorganization and associated economies of scale, adjusted to
reflect current fees.
The pro forma combining statements should be read in conjunction with the
historical financial statements of the funds incorporated by reference in the
Statement of Additional Information.
The pro forma statement of operations give effect to the proposed transaction on
the historical operations of the accounting survivor, RiverSource Disciplined
Equity Fund, as if the transaction had occurred at the beginning of the year
presented.
2. PRO FORMA ADJUSTMENTS
(a) To reflect the change in investment management services fee due to the
Reorganization. In addition, the Performance Incentive Adjustment (PIA) for
RiverSource Large Cap Equity Fund was removed and a new PIA adjustment was
calculated based on the combined average net assets of the three funds and
the RiverSource Disciplined Equity Fund PIA rate as of Jan. 31, 2009.
(b) To reflect the change in transfer agent fees due to the Reorganization
including adjusting for closed account fees for each RiverSource Large Cap
Equity Fund and Seligman Common Stock Fund shareholder account that will be
closed on the system as a result of the Reorganization.
(c) To reflect the change in administrative services fees due to the
Reorganization.
(d) To reflect the change in plan administration services fees due to the
Reorganization.
(e) To reflect the change in other fees due to the Reorganization.
(f) To adjust the expense reimbursement to reflect the change in fees resulting
from the Reorganization per the agreement (through July 31, 2009) by
RiverSource Investments, LLC and its affiliates to waive certain fees and
absorb certain expenses of the combined fund.
(g) Includes the impact of estimated Reorganization costs of $89,675, none of
which are recurring expenses.
6
3. CAPITAL SHARES
The pro forma net asset value per share assumes the issuance of additional Class
A, Class B, Class C, Class I, Class R2, Class R3, Class R4 and Class R5 shares
of RiverSource Disciplined Equity Fund as if the Reorganization were to have
taken place on Jan. 31, 2009. The following table reflects the number of
RiverSource Disciplined Equity Fund shares assumed to be issued to the
shareholders of the RiverSource Large Cap Equity Fund and the Seligman Common
Stock Fund.
<Table>
<Caption>
RIVERSOURCE SELIGMAN RIVERSOURCE TOTAL
LARGE CAP EQUITY FUND COMMON STOCK FUND DISCIPLINED EQUITY FUND PRO FORMA
SHARES ISSUED SHARES ISSUED SHARES OUTSTANDING SHARES OUTSTANDING
- -------------------------------------------------------------------------------------------------------------------------------
Class A 493,147,344 21,557,648 173,305,774 688,010,766
- -------------------------------------------------------------------------------------------------------------------------------
Class B 64,875,137 320,399 5,570,594 70,766,130
- -------------------------------------------------------------------------------------------------------------------------------
Class C 3,162,347 1,799,211 512,826 5,474,384
- -------------------------------------------------------------------------------------------------------------------------------
Class I 7,967,081 N/A 77,058,471 85,025,552
- -------------------------------------------------------------------------------------------------------------------------------
Class R2* 608 436,772 661 438,041
- -------------------------------------------------------------------------------------------------------------------------------
Class R3 607 N/A 661 1,268
- -------------------------------------------------------------------------------------------------------------------------------
Class R4 19,629,357 N/A 21,684,784 41,314,141
- -------------------------------------------------------------------------------------------------------------------------------
Class R5* 5,034,001 1,105,401 661 6,140,063
- -------------------------------------------------------------------------------------------------------------------------------
Class W N/A N/A 248,118,779 248,118,779
- -------------------------------------------------------------------------------------------------------------------------------
</Table>
* Effective on or about June 13, 2009, the Class R and Class I shares of the
Seligman Fund will be redesignated as Class R2 and Class R5 shares,
respectively.
7
COMBINED PORTFOLIO OF INVESTMENTS
RiverSource Disciplined Equity Fund
JAN. 31, 2009 (UNAUDITED)
(Percentages represent value of investments compared to net assets)
INVESTMENTS IN SECURITIES
<Table>
<Caption>
COMMON STOCKS (97.5%)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
AEROSPACE &
DEFENSE
(0.7%)
AeorViron-
ment -- 8,500 -- 8,500(b,f) $ -- $ 315,010 $ -- $ 315,010
American
Science &
Engineering -- 3,213 -- 3,213 -- 250,614 -- 250,614
Ceradyne -- 25,331 -- 25,331(b,f) -- 578,053 -- 578,053
General
Dynamics 144,205 172,255(f) 8,767 325,227 8,180,750 9,772,027 497,352 18,450,129
Rockwell
Collins -- 33,368 -- 33,368 -- 1,257,306 -- 1,257,306
United
Technolo-
gies 64,197 99,020 4,466 167,683 3,080,814 4,751,970 214,323 8,047,107
-----------------------------------------------------------
Total 11,261,564 16,924,980 711,675 28,898,219
-----------------------------------------------------------
AIR FREIGHT
& LOGISTICS
(0.2%)
CH Robinson
Worldwide 92,540 95,986 6,071 194,597 4,254,989 4,413,437 279,144 8,947,570
Hub Group
Cl A -- 16,373 -- 16,373(b) -- 371,667 -- 371,667
Pacer Intl -- 46,242 -- 46,242(f) -- 397,681 -- 397,681
-----------------------------------------------------------
Total 4,254,989 5,182,785 279,144 9,716,918
-----------------------------------------------------------
AIRLINES
(0.2%)
Alaska Air
Group -- 31,558 -- 31,558(b) -- 831,869 -- 831,869
Allegiant
Travel -- 8,541 -- 8,541(b,f) -- 305,426 -- 305,426
AMR -- 30,335 -- 30,335(b) -- 180,190 -- 180,190
Continental
Airlines Cl
B -- 14,891 -- 14,891(b) -- 200,582 -- 200,582
Delta Air
Lines -- 59,755 -- 59,755(b) -- 412,310 -- 412,310
Hawaiian
Holdings -- 65,225 -- 65,225(b) -- 265,466 -- 265,466
JetBlue
Airways -- 37,430 -- 37,430(b) -- 210,731 -- 210,731
SkyWest -- 71,912 -- 71,912 -- 1,125,423 -- 1,125,423
Southwest
Airlines 273,867(f) 502,569(f) 23,235 799,671 1,925,285 3,533,059 163,342 5,621,686
UAL -- 73,227 -- 73,227(b) -- 691,263 -- 691,263
US Airways
Group -- 81,594 -- 81,594(b) -- 462,638 -- 462,638
-----------------------------------------------------------
Total 1,925,285 8,218,957 163,342 10,307,584
-----------------------------------------------------------
AUTO
COMPONENTS
(0.1%)
Cooper Tire
& Rubber -- 56,651 -- 56,651(f) -- 264,560 -- 264,560
Exide
Technolo-
gies -- 62,946 -- 62,946(b) -- 228,494 -- 228,494
Fuel
Systems
Solutions -- 7,302 -- 7,302(b,f) -- 190,874 -- 190,874
Goodyear
Tire &
Rubber -- 194,518 -- 194,518(b) -- 1,200,176 -- 1,200,176
Johnson
Controls -- 65,605 -- 65,605 -- 820,719 -- 820,719
-----------------------------------------------------------
Total -- 2,704,823 -- 2,704,823
-----------------------------------------------------------
AUTOMOBILES
(0.2%)
Ford Motor 1,518,855 249,800 -- 1,768,655(b,f) 2,840,260 467,126 -- 3,307,386
General
Motors 561,121 62,539 -- 623,660(f) 1,688,974 188,242 -- 1,877,216
Harley-
Davidson 144,208(f) 164,139(f) 12,421 320,768 1,756,453 1,999,213 151,288 3,906,954
-----------------------------------------------------------
Total 6,285,687 2,654,581 151,288 9,091,556
-----------------------------------------------------------
BEVERAGES
(3.1%)
Brown-
Forman Cl B 42,720 56,384 4,790 103,894 1,939,915 2,560,397 217,514 4,717,826
Coca-Cola 568,927 631,980 29,646 1,230,553 24,304,561 26,998,186 1,266,477 52,569,224
PepsiCo 690,410 653,531 30,203 1,374,144 34,679,295 32,826,862 1,517,097 69,023,254
-----------------------------------------------------------
Total 60,923,771 62,385,445 3,001,088 126,310,304
-----------------------------------------------------------
</Table>
8
<Table>
<Caption>
COMMON STOCKS (CONTINUED)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
BIOTECHNOL-
OGY (2.5%)
Amgen 397,145 405,762 9,036 811,943(b) $ 21,783,403 $ 22,256,046 $ 495,625 $ 44,535,074
Celgene -- -- 4,510 4,510 -- -- 238,804 238,804
Cephalon 51,854(f) 45,699(f) 1,333 98,886(b) 4,002,092 3,527,049 102,881 7,632,022
CV
Therapeu-
tics -- 32,590 -- 32,590(b) -- 510,034 -- 510,034
Emergent
BioSolu-
tions -- 13,873 -- 13,873(b,f) -- 304,235 -- 304,235
Genentech -- 14,017 -- 14,017(b) -- 1,138,741 -- 1,138,741
Gilead
Sciences 365,720 524,678 27,701 918,099(b) 18,567,604 26,637,901 1,406,380 46,611,885
Myriad
Genetics -- 19,227 -- 19,227(b) -- 1,433,757 -- 1,433,757
NPS
Pharmaceu-
ticals -- 36,398 -- 36,398(b) -- 227,124 -- 227,124
Vertex
Pharmaceu-
ticals -- 8,688 -- 8,688(b,f) -- 287,138 -- 287,138
-----------------------------------------------------------
Total 44,353,099 56,322,025 2,243,690 102,918,814
-----------------------------------------------------------
BUILDING
PRODUCTS
(0.1%)
American
Woodmark -- 16,024 -- 16,024(f) -- 241,161 -- 241,161
Insteel
Inds -- 27,417 -- 27,417(f) -- 211,111 -- 211,111
Masco 274,495 291,531 24,173 590,199 2,146,551 2,279,772 189,033 4,615,356
Owens
Corning -- 7,565 -- 7,565(b) -- 100,917 -- 100,917
Trex -- 11,677 -- 11,677(b,f) -- 172,703 -- 172,703
-----------------------------------------------------------
Total 2,146,551 3,005,664 189,033 5,341,248
-----------------------------------------------------------
CAPITAL
MARKETS
(1.6%)
E*TRADE
Financial 256,004 -- -- 256,004(b,f) 291,845 -- -- 291,845
Goldman
Sachs Group 74,459 133,369 2,751 210,579 6,011,075 10,766,879 222,088 17,000,042
Knight
Capital
Group Cl A -- 24,027 -- 24,027(b) -- 433,207 -- 433,207
Morgan
Stanley 998,145(f) 1,011,014(f) 48,417 2,057,576 20,192,472 20,452,814 979,476 41,624,762
Stifel
Financial -- 11,707 -- 11,707(b,f) -- 410,213 -- 410,213
SWS Group -- 45,991 -- 45,991(f) -- 673,768 -- 673,768
State
Street 155,918 -- -- 155,918(f) 3,628,212 -- -- 3,628,212
T Rowe
Price Group 28,175 -- -- 28,175 777,067 -- -- 777,067
-----------------------------------------------------------
Total 30,900,671 32,736,881 1,201,564 64,839,116
-----------------------------------------------------------
CHEMICALS
(1.7%)
Ashland -- 21,801 -- 21,801 -- 174,844 -- 174,844
Balchem -- 10,066 -- 10,066(f) -- 224,774 -- 224,774
CF Inds
Holdings 31,771 28,881 4,055 64,707 1,493,237 1,357,407 190,585 3,041,229
Dow
Chemical 1,666,654 1,772,219 71,320 3,510,193 19,316,519 20,540,017 826,599 40,683,135
Ecolab 34,297 19,484 -- 53,781 1,164,726 661,677 -- 1,826,403
EI du Pont
de Nemours
& Co 125,659 108,801 8,185 242,645 2,885,131 2,498,071 187,928 5,571,130
Innophos
Holdings -- 15,945 -- 15,945 -- 241,248 -- 241,248
Monsanto -- -- 5,638 5,638 -- -- 428,826 428,826
OM Group -- 16,873 -- 16,873(b,f) -- 326,999 -- 326,999
PPG Inds 66,308(f) 77,165 4,644 148,117 2,491,855 2,899,861 174,522 5,566,238
Praxair 157,495 -- -- 157,495(f) 9,805,639 -- -- 9,805,639
Sigma-
Aldrich -- 56,009 -- 56,009 -- 2,020,805 -- 2,020,805
Solutia -- 48,200 -- 48,200(b,f) -- 188,462 -- 188,462
Stepan -- 6,925 -- 6,925(f) -- 254,078 -- 254,078
Westlake
Chemical -- 14,332 -- 14,332(f) -- 195,918 -- 195,918
WR Grace &
Co -- 100,680 -- 100,680(b) -- 580,924 -- 580,924
-----------------------------------------------------------
Total 37,157,107 32,165,085 1,808,460 71,130,652
-----------------------------------------------------------
COMMERCIAL
BANKS
(1.4%)
BancFirst -- 6,108 -- 6,108(f) -- 217,567 -- 217,567
Banco
Santander
ADR 83,264 -- -- 83,264(c) 652,792 -- -- 652,792
BB&T 289,577(f) 292,392(f) 12,006 593,975 5,730,729 5,786,437 237,599 11,754,765
Comerica 118,453 125,875 -- 244,328 1,973,427 2,097,078 -- 4,070,505
Community
Trust
Bancorp -- 6,575 -- 6,575 -- 183,903 -- 183,903
Fifth Third
Bancorp 601,610 606,788 28,659 1,237,057 1,437,848 1,450,223 68,495 2,956,566
</Table>
9
<Table>
<Caption>
COMMON STOCKS (CONTINUED)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
First
BanCorp -- 15,522 -- 15,522(c,f) $ -- $ 110,361 $ -- $ 110,361
First
Citizens
BancShares
Cl A -- 949 -- 949 -- 132,727 -- 132,727
First
Financial -- 7,250 -- 7,250(f) -- 240,338 -- 240,338
First
Financial
Bankshares -- 9,490 -- 9,490(f) -- 421,261 -- 421,261
First
Horizon
Natl 181,074 -- -- 181,074(f) 1,723,826 -- -- 1,723,826
Home
Bancshares -- 8,731 -- 8,731(f) -- 179,771 -- 179,771
Huntington
Bancshares 363,386 -- -- 363,386(f) 1,046,552 -- -- 1,046,552
Intl
Bancshares -- 20,109 -- 20,109(f) -- 366,386 -- 366,386
KeyCorp 328,985 343,879 24,547 697,411 2,395,011 2,503,439 178,702 5,077,152
MainSource
Financial
Group -- 17,647 -- 17,647(f) -- 172,411 -- 172,411
Marshall &
Ilsley 169,248 204,955 -- 374,203(f) 966,406 1,170,293 -- 2,136,699
Popular -- 18,530 -- 18,530(c,f) -- 50,772 -- 50,772
PNC
Financial
Services
Group 351,414 -- 21,834 373,248 11,427,982 -- 710,042 12,138,024
Republic
Bancorp Cl
A -- 11,372 -- 11,372(f) -- 204,696 -- 204,696
SunTrust
Banks 164,950 146,867 12,105 323,922 2,022,287 1,800,589 148,407 3,971,283
Synovus
Financial 135,983 -- -- 135,983(f) 538,493 -- -- 538,493
TowneBank -- 11,883 -- 11,883 -- 247,642 -- 247,642
Trico
Bancshares -- 9,961 -- 9,961(f) -- 200,615 -- 200,615
Trustmark -- 13,543 -- 13,543 -- 274,923 -- 274,923
UMB
Financial -- 10,116 -- 10,116 -- 391,894 -- 391,894
Wells Fargo
& Co 56,909 268,910(f) 24,055 349,874 1,075,580 5,082,399 454,640 6,612,619
Wilshire
Bancorp -- 33,656 -- 33,656(f) -- 230,880 -- 230,880
Zions
Bancorpora-
tion -- 9,592 -- 9,592(f) -- 143,113 -- 143,113
-----------------------------------------------------------
Total 30,990,933 23,659,718 1,797,885 56,448,536
-----------------------------------------------------------
COMMERCIAL
SERVICES &
SUPPLIES
(0.9%)
ABM Inds -- 9,515 -- 9,515(f) -- 141,298 -- 141,298
Avery
Dennison 38,795(f) 48,390(f) 6,850 94,035 940,003 1,172,490 165,975 2,278,468
Clean
Harbors -- 5,723 -- 5,723(b,f) -- 306,238 -- 306,238
HNI -- 20,631 -- 20,631(f) -- 272,536 -- 272,536
Kimball
Intl Cl B -- 44,536 -- 44,536 -- 306,853 -- 306,853
Republic
Services 243,219 248,682 8,747 500,648 6,289,643 6,430,916 226,197 12,946,756
RR
Donnelley &
Sons 79,664 80,980 -- 160,644 777,521 790,365 -- 1,567,886
Sykes
Enterprises -- 13,650 -- 13,650(b) -- 228,092 -- 228,092
Tetra Tech -- 6,789 -- 6,789(b) -- 157,708 -- 157,708
United
Stationers -- 7,598 -- 7,598(b,f) -- 212,820 -- 212,820
Waste
Management 264,866 282,337 14,185 561,388 8,261,170 8,806,090 442,430 17,509,690
-----------------------------------------------------------
Total 16,268,337 18,825,406 834,602 35,928,345
-----------------------------------------------------------
COMMUNICA-
TIONS
EQUIPMENT
(1.2%)
3Comm -- 129,413 -- 129,413(b) -- 301,532 -- 301,532
Airvana -- 49,195 -- 49,195(b) -- 250,403 -- 250,403
ARRIS Group -- 40,980 -- 40,980(b) -- 291,778 -- 291,778
Cisco
Systems -- 489,238 18,387 507,625(b) -- 7,323,893 275,253 7,599,146
Corning 734,439(f) 747,258(f) 21,751 1,503,448 7,425,178 7,554,778 219,903 15,199,859
InterDigi-
tal -- 28,749 -- 28,749(b,f) -- 929,455 -- 929,455
Motorola 248,544 133,924 -- 382,468 1,101,050 593,283 -- 1,694,333
NETGEAR -- 21,473 -- 21,473(b,f) -- 238,780 -- 238,780
Nortel
Networks -- -- 7,555 7,555 -- -- 718 718
QUALCOMM 297,886(f) 328,496 15,273 641,655 10,291,962 11,349,536 527,682 22,169,180
Tekelec -- 18,199 -- 18,199(b) -- 226,032 -- 226,032
-----------------------------------------------------------
Total 18,818,190 29,059,470 1,023,556 48,901,216
-----------------------------------------------------------
COMPUTERS &
PERIPHERALS
(3.7%)
Adaptec -- 83,576 -- 83,576(b,f) -- 233,177 -- 233,177
Apple 155,131 120,797 -- 275,928(b) 13,981,957 10,887,434 -- 24,869,391
Dell 817,705(f) 831,979 18,954 1,668,638(b) 7,768,198 7,903,801 180,063 15,852,062
</Table>
10
<Table>
<Caption>
COMMON STOCKS (CONTINUED)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
Electronics
for Imaging -- 26,387 -- 26,387(b,f) $ -- $ 234,580 $ -- $ 234,580
Hewlett-
Packard -- 338,952 -- 338,952 -- 11,778,582 -- 11,778,582
IBM 494,262 414,283 26,574 935,119 45,299,111 37,969,036 2,435,507 85,703,654
Lexmark
Intl Cl A 180,264 207,679 7,760 395,703(b) 4,268,652 4,917,839 183,757 9,370,248
NCR -- 18,658 -- 18,658(b,f) -- 234,158 -- 234,158
QLogic 139,178(f) -- 2,251 141,429(b) 1,575,495 -- 25,481 1,600,976
Western
Digital -- 26,046 -- 26,046(b) -- 382,355 -- 382,355
-----------------------------------------------------------
Total 72,893,413 74,540,962 2,824,808 150,259,183
-----------------------------------------------------------
CONSTRUC-
TION AND
ENGINEERING
(0.1%)
EMCOR Group -- 21,413 -- 21,413(b,f) -- 440,894 -- 440,894
Fluor -- 66,753 -- 66,753 -- 2,596,691 -- 2,596,691
Foster
Wheeler -- 2,749 -- 2,749(b) -- 54,898 -- 54,898
Granite
Construc-
tion -- 36,466 -- 36,466(f) -- 1,284,333 -- 1,284,333
Michael
Baker -- 3,799 -- 3,799(b) -- 132,813 -- 132,813
Perini -- 48,557 -- 48,557(b,f) -- 1,012,413 -- 1,012,413
-----------------------------------------------------------
Total -- 5,522,042 -- 5,522,042
-----------------------------------------------------------
CONSTRUC-
TION
MATERIALS
(--%)
Vulcan
Materials -- 3,181 -- 3,181(f) -- 157,332 -- 157,332
-----------------------------------------------------------
CONSUMER
FINANCE
(0.2%)
Advanta Cl
B -- 88,512 -- 88,512(f) -- 69,039 -- 69,039
American
Express 68,310 60,682 -- 128,992 1,142,826 1,015,210 -- 2,158,036
Capital One
Financial -- -- 7,378 7,378 -- -- 116,868 116,868
Discover
Financial
Services -- 80,265 -- 80,265(f) -- 573,895 -- 573,895
SLM 210,091 248,814 -- 458,905(b,f) 2,405,542 2,848,920 -- 5,254,462
-----------------------------------------------------------
Total 3,548,368 4,507,064 116,868 8,172,300
-----------------------------------------------------------
CONTAINERS
& PACKAGING
(--%)
Rock-Tenn
Cl A -- 25,329 -- 25,329(f) -- 789,505 -- 789,505
-----------------------------------------------------------
DISTRIBU-
TORS (0.2%)
Genuine
Parts 104,179 106,374 5,043 215,596 3,335,812 3,406,095 161,477 6,903,384
-----------------------------------------------------------
DIVERSIFIED
CONSUMER
SERVICES
(0.5%)
Apollo
Group Cl A -- 20,567 -- 20,567(b) -- 1,675,388 -- 1,675,388
Career
Education -- 4,579 -- 4,579(b,f) -- 99,822 -- 99,822
Corinthian
Colleges -- 37,035 -- 37,035(b,f) -- 691,814 -- 691,814
H&R Block 391,532 372,711 14,256 778,499 8,116,458 7,726,298 295,527 16,138,283
Regis -- 22,824 -- 22,824 -- 256,770 -- 256,770
Universal
Technical
Institute -- 12,637 -- 12,637(b,f) -- 221,527 -- 221,527
-----------------------------------------------------------
Total 8,116,458 10,671,619 295,527 19,083,604
-----------------------------------------------------------
DIVERSIFIED
FINANCIAL
SERVICES
(4.3%)
Apollo
Management
LP -- 1,406,500 -- 1,406,500(d,e) -- 2,109,750 -- 2,109,750
Bank of
America 3,198,568 3,728,404 160,819 7,087,791 21,046,577 24,532,898 1,058,189 46,637,664
CIT Group 293,875 -- 16,751 310,626 819,911 -- 46,735 866,646
Citigroup 5,968,599(f) 6,585,055(f) 319,648 12,873,302 21,188,526 23,376,945 1,134,750 45,700,221
JPMorgan
Chase & Co 1,027,716 1,969,323 94,177 3,091,216 26,217,036 50,237,430 2,402,455 78,856,921
KKR
Financial
Holdings
LLC -- 563,202 -- 563,202 -- 799,747 -- 799,747
Life
Partners
Holdings -- 6,727 -- 6,727(f) -- 255,626 -- 255,626
Moody's -- 6,357 -- 6,357(f) -- 136,167 -- 136,167
SPDR Trust
Series 1 -- -- 5,600 5,600 -- -- 463,064 463,064
-----------------------------------------------------------
Total 69,272,050 101,448,563 5,105,193 175,825,806
-----------------------------------------------------------
DIVERSIFIED
TELECOMMU-
NICATION
SERVICES
(0.3%)
CenturyTel -- 45,084(f) 7,509 52,593 -- 1,223,580 203,794 1,427,374
Embarq 97,099 106,239 6,262 209,600 3,468,376 3,794,856 223,679 7,486,911
</Table>
11
<Table>
<Caption>
COMMON STOCKS (CONTINUED)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
Frontier
Communica-
tions 173,926 134,518 6,197 314,641 $ 1,410,540 $ 1,090,941 $ 50,258 $ 2,551,739
Qwest
Communica-
tions Intl -- 87,185 -- 87,185 -- 280,736 -- 280,736
Shenandoah
Telecommu-
nications -- 8,904 -- 8,904(f) -- 217,080 -- 217,080
-----------------------------------------------------------
Total 4,878,916 6,607,193 477,731 11,963,840
-----------------------------------------------------------
ELECTRIC
UTILITIES
(0.9%)
Entergy -- 43,933(f) 2,351 46,284 -- 3,354,724 179,522 3,534,246
Exelon -- 142,513(f) 13,106 155,619 -- 7,727,055 710,607 8,437,662
FirstEnergy 121,190 141,478(f) 12,058 274,726 6,058,289 7,072,485 602,779 13,733,553
Hawaiian
Electric
Inds -- 20,076 -- 20,076 -- 435,248 -- 435,248
Pinnacle
West
Capital -- 1,445 -- 1,445 -- 48,364 -- 48,364
Portland
General
Electric -- 20,589 -- 20,589 -- 400,456 -- 400,456
Southern 146,152 149,523 -- 295,675 4,888,784 5,001,544 -- 9,890,328
-----------------------------------------------------------
Total 10,947,073 24,039,876 1,492,908 36,479,857
-----------------------------------------------------------
ELECTRICAL
EQUIPMENT
(0.3%)
American
Semiconduc-
tor -- 10,335 -- 10,335(b,f) -- 167,220 -- 167,220
Emerson
Electric 155,014 138,702(f) 13,296 307,012 5,068,958 4,535,556 434,779 10,039,293
Encore Wire -- 14,462 -- 14,462 -- 238,768 -- 238,768
Energy
Conversion
Devices -- 10,231 -- 10,231(b,f) -- 257,514 -- 257,514
GrafTech
Intl -- 25,000 -- 25,000(b) -- 200,250 -- 200,250
-----------------------------------------------------------
Total 5,068,958 5,399,308 434,779 10,903,045
-----------------------------------------------------------
ELECTRONIC
EQUIPMENT,
INSTRUMENTS
&
COMPONENTS
(0.3%)
Anixter
Intl -- 14,075 -- 14,075(b) -- 379,744 -- 379,744
Arrow
Electronics -- 34,712 -- 34,712(b,f) -- 661,958 -- 661,958
Avnet -- 35,573 -- 35,573(b) -- 705,057 -- 705,057
Benchmark
Electronics -- 82,459 -- 82,459(b) -- 968,069 -- 968,069
FLIR
Systems 132,734 -- 6,591 139,325(b) 3,314,368 -- 164,577 3,478,945
Ingram
Micro Cl A -- 49,358 -- 49,358(b) -- 605,623 -- 605,623
Insight
Enterprises -- 47,127 -- 47,127(b,f) -- 244,118 -- 244,118
Jabil
Circuit -- 365,781 33,645 399,426 -- 2,128,844 195,814 2,324,658
L-1
Identity
Solutions -- 16,308 -- 16,308(b) -- 118,233 -- 118,233
Methode
Electronics -- 32,965 -- 32,965(f) -- 152,298 -- 152,298
SYNNEX -- 23,322 -- 23,322(b,f) -- 357,993 -- 357,993
Tyco
Electronics 80,159 65,715(f) 12,908 158,782(c) 1,135,051 930,524 182,778 2,248,353
-----------------------------------------------------------
Total 4,449,419 7,252,461 543,169 12,245,049
-----------------------------------------------------------
ENERGY
EQUIPMENT &
SERVICES
(1.9%)
Baker
Hughes -- 96,051 2,990 99,041 -- 3,200,419 99,627 3,300,046
BASiC
Energy
Services -- 52,684 -- 52,684(b) -- 505,766 -- 505,766
BJ Services 200,667 228,552 19,063 448,282 2,207,337 2,514,072 209,693 4,931,102
Complete
Production
Services -- 30,311 -- 30,311(b) -- 194,294 -- 194,294
ENSCO Intl 84,641 149,498 6,653 240,792 2,315,778 4,090,265 182,026 6,588,069
GulfMark
Offshore -- 12,678 -- 12,678(b) -- 303,511 -- 303,511
Halliburton 535,561 554,230 34,991 1,124,782 9,238,428 9,560,469 603,595 19,402,492
Helmerich &
Payne -- 14,600 -- 14,600 -- 327,916 -- 327,916
Lufkin Inds -- 8,971 -- 8,971 -- 313,536 -- 313,536
Nabors Inds 236,334(f) 270,635(f) 15,458 522,427(b,c) 2,587,857 2,963,453 169,265 5,720,575
Natl
Oilwell
Varco 197,191 200,633 -- 397,824(b) 5,213,730 5,304,737 -- 10,518,467
Newpark
Resources -- 39,801 -- 39,801(b) -- 167,562 -- 167,562
Noble 146,159(f) 139,883(f) 6,708 292,750 3,968,217 3,797,823 182,122 7,948,162
Oil States
Intl -- 7,333 -- 7,333(b) -- 134,267 -- 134,267
Parker
Drilling -- 149,991 -- 149,991(b,f) -- 317,981 -- 317,981
Patterson-
UTI Energy -- 28,165 -- 28,165 -- 269,257 -- 269,257
Pioneer
Drilling -- 40,209 -- 40,209(b,f) -- 199,839 -- 199,839
Rowan
Companies -- 84,835 -- 84,835 -- 1,074,011 -- 1,074,011
</Table>
12
<Table>
<Caption>
COMMON STOCKS (CONTINUED)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
Smith Intl 50,852 45,574 7,419 103,845 $ 1,154,340 $ 1,034,530 $ 168,411 $ 2,357,281
Tidewater -- 6,622 -- 6,622 -- 275,541 -- 275,541
Unit -- 7,740 -- 7,740(b,f) -- 193,036 -- 193,036
Weatherford
Intl 430,448 586,296 28,340 1,045,084(b) 4,747,841 6,466,845 312,590 11,527,276
-----------------------------------------------------------
Total 31,433,528 43,209,130 1,927,329 76,569,987
-----------------------------------------------------------
FOOD &
STAPLES
RETAILING
(5.7%)
Casey's
General
Stores -- 12,446 -- 12,446(f) -- 264,478 -- 264,478
Costco
Wholesale 88,113 34,790(f) -- 122,903 3,967,728 1,566,594 -- 5,534,322
Ingles
Markets Cl
A -- 17,188 -- 17,188(f) -- 245,101 -- 245,101
Nash Finch -- 8,093 -- 8,093 -- 348,242 -- 348,242
Pantry -- 11,709 -- 11,709(b,f) -- 194,721 -- 194,721
Rite Aid -- -- 116,023 116,023 -- -- 32,486 32,486
Safeway 216,984 -- -- 216,984 4,649,967 -- -- 4,649,967
SUPERVALU 79,252 121,694 -- 200,946 1,390,080 2,134,513 -- 3,524,593
SYSCO 103,485 119,812 -- 223,297 2,306,681 2,670,609 -- 4,977,290
Walgreen 155,755(f) 242,493(f) 10,140 408,388 4,269,245 6,646,733 277,937 11,193,915
Wal-Mart
Stores 1,914,179 2,280,221 109,422 4,303,822 90,196,115 107,444,013 5,155,965 202,796,093
Winn-Dixie
Stores -- 44,499 -- 44,499(b,f) -- 611,416 -- 611,416
-----------------------------------------------------------
Total 106,779,816 122,126,420 5,466,388 234,372,624
-----------------------------------------------------------
FOOD
PRODUCTS
(2.3%)
Archer-
Daniels-
Midland 133,678 -- -- 133,678 3,660,104 -- -- 3,660,104
Bunge -- 5,267 -- 5,267(f) -- 226,165 -- 226,165
Cal-Maine
Foods -- 11,403 -- 11,403(f) -- 308,793 -- 308,793
Campbell
Soup 74,438(f) 93,880(f) 6,365 174,683 2,260,682 2,851,136 193,305 5,305,123
Darling
Intl -- 42,476 -- 42,476(b) -- 194,965 -- 194,965
Dean Foods 27,032(f) 78,795 -- 105,827(b) 522,799 1,523,895 -- 2,046,694
Diamond
Foods -- 7,437 -- 7,437(f) -- 190,982 -- 190,982
Flowers
Foods -- 33,535 -- 33,535(f) -- 720,667 -- 720,667
Fresh Del
Monte
Produce -- 16,371 -- 16,371(b,c,f) -- 394,541 -- 394,541
General
Mills 388,802(f) 405,435 16,427 810,664 22,997,637 23,981,480 971,657 47,950,774
Hershey -- 14,498 -- 14,498(f) -- 540,485 -- 540,485
HJ Heinz 77,259 -- -- 77,259 2,819,954 -- -- 2,819,954
J&J Snack
Foods -- 7,348 -- 7,348 -- 256,519 -- 256,519
JM Smucker 66,166 79,073(f) 4,530 149,769 2,987,395 3,570,146 204,530 6,762,071
Kellogg 91,146 100,341 4,655 196,142 3,982,169 4,383,898 203,377 8,569,444
Lance -- 11,712 -- 11,712(f) -- 220,537 -- 220,537
Ralcorp
Holdings -- 17,045 -- 17,045(b) -- 1,009,405 -- 1,009,405
Sanderson
Farms -- 8,480 -- 8,480 -- 306,806 -- 306,806
Sara Lee 351,117 505,990 30,873 887,980 3,521,704 5,075,080 309,656 8,906,440
TreeHouse
Foods -- 17,104 -- 17,104(b,f) -- 451,375 -- 451,375
Tyson Foods
Cl A 112,926(f) 189,641(f) 31,499 334,066 999,395 1,678,323 278,766 2,956,484
-----------------------------------------------------------
Total 43,751,839 47,885,198 2,161,291 93,798,328
-----------------------------------------------------------
GAS
UTILITIES
(0.2%)
Atmos
Energy -- 8,037 -- 8,037 -- 197,308 -- 197,308
Laclede
Group -- 9,965 -- 9,965(f) -- 452,311 -- 452,311
New Jersey
Resources -- 25,623 -- 25,623(f) -- 1,027,226 -- 1,027,226
Nicor -- 32,666 -- 32,666 -- 1,117,504 -- 1,117,504
Piedmont
Natural Gas -- 25,754 -- 25,754 -- 667,286 -- 667,286
Questar 71,190(f) 73,004(f) 6,486 150,680 2,419,036 2,480,677 220,394 5,120,107
-----------------------------------------------------------
Total 2,419,036 5,942,312 220,394 8,581,742
-----------------------------------------------------------
HEALTH CARE
EQUIPMENT &
SUPPLIES
(0.8%)
Becton
Dickinson &
Co 52,477 94,068 3,160 149,705 3,813,504 6,835,922 229,637 10,879,063
Covidien 182,195 200,575(f) 5,295 388,065(c) 6,985,356 7,690,045 203,010 14,878,411
CryoLife -- 19,446 -- 19,446(b,f) -- 160,235 -- 160,235
</Table>
13
<Table>
<Caption>
COMMON STOCKS (CONTINUED)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
Cyberonics -- 11,792 -- 11,792(b) $ -- $ 181,479 $ -- $ 181,479
Greatbatch -- 9,720 -- 9,720(b,f) -- 226,476 -- 226,476
Immucor -- 7,503 -- 7,503(b) -- 207,908 -- 207,908
St. Jude
Medical -- 32,370 -- 32,370(b) -- 1,177,297 -- 1,177,297
STERIS -- 35,623 -- 35,623(f) -- 947,572 -- 947,572
Thoratec -- 29,234 -- 29,234(b,f) -- 846,909 -- 846,909
Varian
Medical
Systems 52,680 -- -- 52,680(b,f) 1,956,008 -- -- 1,956,008
Volcano -- 28,992 -- 28,992(b) -- 378,925 -- 378,925
-----------------------------------------------------------
Total 12,754,868 18,652,768 432,647 31,840,283
-----------------------------------------------------------
HEALTH CARE
PROVIDERS &
SERVICES
(1.0%)
Almost
Family -- 4,966 -- 4,966(b,f) -- 153,151 -- 153,151
AMERIGROUP -- 31,195 -- 31,195(b) -- 872,524 -- 872,524
Cardinal
Health 71,711 93,991(g) 6,312 172,014 2,699,919 3,538,761 237,647 6,476,327
CIGNA 399,133 460,711 21,897 881,741 6,928,948 7,997,943 380,132 15,307,023
Coventry
Health Care -- 16,443 -- 16,443(b) -- 248,783 -- 248,783
DaVita -- 39,752 -- 39,752(b) -- 1,868,344 -- 1,868,344
Gentiva
Health
Services -- 12,919 -- 12,919(b) -- 326,592 -- 326,592
Health-
Spring -- 60,412 -- 60,412(b) -- 1,052,377 -- 1,052,377
Humana -- 19,622 -- 19,622(b) -- 744,262 -- 744,262
Kindred
Healthcare -- 60,238 -- 60,238(b) -- 817,430 -- 817,430
Landauer -- 5,797 -- 5,797(f) -- 397,558 -- 397,558
LHC Group -- 6,103 -- 6,103(b) -- 162,401 -- 162,401
Magellan
Health
Services -- 26,612 -- 26,612(b) -- 963,887 -- 963,887
Molina
Healthcare -- 21,468 -- 21,468(b) -- 376,549 -- 376,549
Omnicare -- 9,838 -- 9,838(f) -- 275,070 -- 275,070
Quest
Diagnostics 59,390 71,854 4,565 135,809 2,930,897 3,545,995 225,283 6,702,175
Tenet
Healthcare 456,110(f) 606,612 -- 1,062,722(b) 488,038 649,075 -- 1,137,113
United-
Health
Group -- 48,487 2,116 50,603 -- 1,373,637 59,946 1,433,583
Universal
American
Financial -- 25,232 -- 25,232(b,f) -- 249,040 -- 249,040
Universal
Health
Services Cl
B -- 3,693 -- 3,693 -- 139,780 -- 139,780
-----------------------------------------------------------
Total 13,047,802 25,753,159 903,008 39,703,969
-----------------------------------------------------------
HOTELS,
RESTAURANTS
& LEISURE
(1.3%)
Bob Evans
Farms -- 6,334 -- 6,334(f) -- 111,225 -- 111,225
Darden
Restaurants -- 28,115 -- 28,115(f) -- 737,175 -- 737,175
Intl Game
Technology 117,047 86,368 -- 203,415(f) 1,240,698 915,501 -- 2,156,199
McDonald's 423,142 426,834 -- 849,976 24,550,699 24,764,910 -- 49,315,609
Panera
Bread Cl A -- 2,788 -- 2,788(b,f) -- 130,980 -- 130,980
Starwood
Hotels &
Resorts
Worldwide -- 23,901 -- 23,901(f) -- 361,383 -- 361,383
Wyndham
Worldwide 46,479 168,588 -- 215,067 284,916 1,033,444 -- 1,318,360
-----------------------------------------------------------
Total 26,076,313 28,054,618 -- 54,130,931
-----------------------------------------------------------
HOUSEHOLD
DURABLES
(0.6%)
Black &
Decker 29,679(f) 39,371(f) 4,826 73,876 858,020 1,138,216 139,520 2,135,756
Centex 121,143 133,790 5,444 260,377 1,030,927 1,138,553 46,328 2,215,808
DR Horton 313,448 201,667 28,623 543,738 1,868,150 1,201,935 170,593 3,240,678
Garmin -- 15,642 -- 15,642(c,f) -- 274,204 -- 274,204
Harman Intl
Inds -- 72,907 -- 72,907(f) -- 1,173,074 -- 1,173,074
KB Home 36,839 54,179 -- 91,018(f) 393,072 578,090 -- 971,162
Leggett &
Platt 116,545 102,924(f) 14,280 233,749 1,455,647 1,285,521 178,357 2,919,525
Lennar Cl A 85,838 134,250 5,687 225,775 660,094 1,032,383 43,733 1,736,210
Natl Presto
Inds -- 8,400 -- 8,400 -- 563,976 -- 563,976
Newell
Rubbermaid -- 40,565 -- 40,565 -- 327,765 -- 327,765
NVR -- 401 -- 401(b) -- 170,862 -- 170,862
Pulte Homes 111,499 111,267 20,112 242,878 1,131,715 1,129,360 204,137 2,465,212
Ryland
Group -- 16,765 -- 16,765(f) -- 261,534 -- 261,534
</Table>
14
<Table>
<Caption>
COMMON STOCKS (CONTINUED)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
Snap-On 47,778 32,903 6,135 86,816 $ 1,441,940 $ 993,013 $ 185,154 $ 2,620,107
Stanley
Works 13,005 8,721 -- 21,726 406,536 272,618 -- 679,154
Toll
Brothers -- 6,345 -- 6,345(b) -- 107,992 -- 107,992
Whirlpool -- 51,835(f) 5,246 57,081 -- 1,732,843 175,374 1,908,217
-----------------------------------------------------------
Total 9,246,101 13,381,939 1,143,196 23,771,236
-----------------------------------------------------------
HOUSEHOLD
PRODUCTS
(2.1%)
Clorox -- 32,837 -- 32,837 -- 1,646,776 -- 1,646,776
Colgate-
Palmolive 212,124 -- -- 212,124 13,796,545 -- -- 13,796,545
Kimberly-
Clark 79,020 85,492 3,696 168,208 4,067,159 4,400,273 190,233 8,657,665
Procter &
Gamble 563,360 576,352 -- 1,139,712 30,703,120 31,411,184 -- 62,114,304
-----------------------------------------------------------
Total 48,566,824 37,458,233 190,233 86,215,290
-----------------------------------------------------------
INDEPENDENT
POWER
PRODUCERS &
ENERGY
TRADERS
(0.2%)
Calpine -- 8,553 -- 8,553(b) -- 63,378 -- 63,378
Constella-
tion Energy
Group 94,112 104,964(f) -- 199,076 2,475,145 2,760,553 -- 5,235,698
Dynegy Cl A 200,023 466,585 -- 666,608(b) 422,049 984,494 -- 1,406,543
-----------------------------------------------------------
Total 2,897,194 3,808,425 -- 6,705,619
-----------------------------------------------------------
INDUSTRIAL
CONGLOMER-
ATES (1.3%)
3M 233,882 217,362 9,400 460,644 12,580,512 11,691,902 505,626 24,778,040
Seaboard -- 471 -- 471 -- 473,355 -- 473,355
Textron 114,451 93,093 -- 207,544 1,033,493 840,630 -- 1,874,123
Tredegar -- 16,209 -- 16,209 -- 267,449 -- 267,449
Tyco Intl 577,631 654,427(g) 27,872 1,259,930(c) 12,141,804 13,756,055 585,870 26,483,729
-----------------------------------------------------------
Total 25,755,809 27,029,391 1,091,496 53,876,696
-----------------------------------------------------------
INSURANCE
(5.3%)
ACE 224,162 -- -- 224,162(c) 9,786,913 -- -- 9,786,913
AFLAC 239,320 147,289 6,122 392,731 5,554,617 3,418,578 142,092 9,115,287
Allied
World
Assurance
Holdings -- 6,869 -- 6,869(c) -- 258,961 -- 258,961
Allstate 913,087 1,197,191(g) 56,683 2,166,961 19,786,594 25,943,129 1,228,321 46,958,044
Ambac
Financial
Group 288,197 -- -- 288,197(f) 328,545 -- -- 328,545
American
Financial
Group -- 11,304 -- 11,304 -- 191,942 -- 191,942
American
Intl Group 1,536,860 -- -- 1,536,860 1,967,181 -- -- 1,967,181
Aon 101,123 103,317 -- 204,440 3,746,607 3,827,895 -- 7,574,502
Arch
Capital
Group -- 6,237 -- 6,237(b,c,f) -- 375,156 -- 375,156
Aspen
Insurance
Holdings -- 66,891 -- 66,891(c) -- 1,478,291 -- 1,478,291
Assurant 63,505 56,546 -- 120,051 1,676,532 1,492,814 -- 3,169,346
Axis
Capital
Holdings -- 20,174 -- 20,174(c) -- 489,421 -- 489,421
Chubb 186,118 140,797(f) 7,448 334,363 7,924,904 5,995,136 317,136 14,237,176
Cincinnati
Financial 28,900 12,519 -- 41,419 633,777 274,542 -- 908,319
Employers
Holdings -- 36,927 -- 36,927 -- 499,992 -- 499,992
Everest Re
Group -- 5,516 -- 5,516(c) -- 347,508 -- 347,508
Genworth
Financial
Cl A 656,721 -- -- 656,721 1,523,593 -- -- 1,523,593
Hartford
Financial
Services
Group 200,394 158,284 -- 358,678(f) 2,637,185 2,083,017 -- 4,720,202
HCC
Insurance
Holdings -- 14,014 -- 14,014 -- 328,068 -- 328,068
IPC
Holdings -- 33,187 -- 33,187(c,f) -- 851,578 -- 851,578
Lincoln
Natl 120,907 -- -- 120,907 1,829,323 -- -- 1,829,323
Marsh &
McLennan
Companies 383,572 440,703 15,548 839,823 7,414,447 8,518,789 300,543 16,233,779
Montpelier
Re Holdings -- 71,187 -- 71,187(c) -- 1,006,584 -- 1,006,584
MBIA 209,475 -- -- 209,475(b,f) 808,574 -- -- 808,574
MetLife 374,982 -- 4,508 379,490 10,773,233 -- 129,515 10,902,748
Odyssey Re
Holdings -- 25,577 -- 25,577(f) -- 1,203,398 -- 1,203,398
PartnerRe -- 6,873 -- 6,873(c) -- 450,388 -- 450,388
Platinum
Underwrit-
ers
Holdings -- 45,109 -- 45,109(c,f) -- 1,254,481 -- 1,254,481
Progressive 1,189,984 1,242,638 54,485 2,487,107(b) 14,458,306 15,098,052 661,993 30,218,351
</Table>
15
<Table>
<Caption>
COMMON STOCKS (CONTINUED)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
Prudential
Financial 200,346 -- 2,527 202,873 $ 5,158,910 $ -- $ 65,070 $ 5,223,980
Renaissan-
ceRe
Holdings -- 8,305 -- 8,305(c) -- 371,150 -- 371,150
RLI -- 12,392 -- 12,392 -- 700,024 -- 700,024
Torchmark 66,836 -- -- 66,836(f) 2,005,080 -- -- 2,005,080
Travelers
Companies 454,944 434,027 27,036 916,007 17,579,036 16,770,803 1,044,671 35,394,510
Unum Group 120,100 -- -- 120,100 1,700,616 -- -- 1,700,616
Validus
Holdings -- 48,236 -- 48,236(c,f) -- 1,100,746 -- 1,100,746
WR Berkley -- 19,445 -- 19,445 -- 514,904 -- 514,904
XL Capital
Cl A 210,930 -- -- 210,930(c) 611,697 -- -- 611,697
Zenith Natl
Insurance -- 29,120 -- 29,120 -- 816,525 -- 816,525
-----------------------------------------------------------
Total 117,905,670 95,661,872 3,889,341 217,456,883
-----------------------------------------------------------
INTERNET &
CATALOG
RETAIL
(--%)
NutriSystem -- 41,148 -- 41,148(f) -- 530,398 -- 530,398
PetMed
Express -- 10,222 -- 10,222(b) -- 147,606 -- 147,606
Ticketmas-
ter
Entertain-
ment -- 26,034 -- 26,034(b) -- 154,902 -- 154,902
-----------------------------------------------------------
Total -- 832,906 -- 832,906
-----------------------------------------------------------
INTERNET
SOFTWARE &
SERVICES
(--%)
Ariba -- 38,540 -- 38,540(b,f) -- 294,446 -- 294,446
EarthLink -- 70,156 -- 70,156(b,f) -- 528,274 -- 528,274
ModusLink
Global
Solutions -- 71,828 -- 71,828(b) -- 167,359 -- 167,359
RealNet-
works -- 67,312 -- 67,312(b) -- 189,820 -- 189,820
-----------------------------------------------------------
Total -- 1,179,899 -- 1,179,899
-----------------------------------------------------------
IT SERVICES
(1.2%)
Affiliated
Computer
Services Cl
A 57,245 103,970 4,949 166,164(b) 2,625,256 4,768,064 226,961 7,620,281
Automatic
Data
Processing 183,752(f) 202,289(f) 7,118 393,159 6,675,709 7,349,159 258,597 14,283,465
Ciber -- 52,635 -- 52,635(b,f) -- 229,489 -- 229,489
Computer
Sciences -- 17,530 -- 17,530(b) -- 645,805 -- 645,805
Convergys -- 13,435 -- 13,435(b,f) -- 101,166 -- 101,166
CSG Systems
Intl -- 22,398 -- 22,398(b) -- 324,771 -- 324,771
Integral
Systems -- 17,756 -- 17,756(b) -- 194,073 -- 194,073
ManTech
Intl Cl A -- 21,514 -- 21,514(b,f) -- 1,153,796 -- 1,153,796
MasterCard
Cl A 28,772(f) 39,332 2,861 70,965 3,906,662 5,340,499 388,467 9,635,628
NCI Cl A -- 8,433 -- 8,433(b) -- 252,990 -- 252,990
Paychex 98,702(f) 127,898 7,169 233,769 2,397,472 3,106,642 174,135 5,678,249
Perot
Systems Cl
A -- 28,231 -- 28,231(b,f) -- 366,721 -- 366,721
SAIC -- 36,100 -- 36,100(b,f) -- 712,614 -- 712,614
Total
System
Services 17,806 21,811 -- 39,617 225,424 276,127 -- 501,551
Western
Union 151,118 345,685(f) 22,056 518,859 2,064,272 4,722,057 301,285 7,087,614
-----------------------------------------------------------
Total 17,894,795 29,543,973 1,349,445 48,788,213
-----------------------------------------------------------
LEISURE
EQUIPMENT &
PRODUCTS
(0.4%)
Brunswick 100,213 79,223 -- 179,436(f) 278,592 220,240 -- 498,832
Eastman
Kodak 232,404(f) 257,081(f) 26,368 515,853 1,052,790 1,164,577 119,447 2,336,814
Hasbro 92,091(f) 117,369 7,547 217,007 2,222,156 2,832,114 182,109 5,236,379
JAKKS
Pacific -- 40,483 -- 40,483(b,f) -- 742,458 -- 742,458
Mattel 221,386 253,773 15,146 490,305 3,141,467 3,601,039 214,922 6,957,428
-----------------------------------------------------------
Total 6,695,005 8,560,428 516,478 15,771,911
-----------------------------------------------------------
LIFE
SCIENCES
TOOLS &
SERVICES
(0.1%)
Luminex -- 15,394 -- 15,394(b) -- 313,576 -- 313,576
PerkinElmer -- 125,550 -- 125,550(f) -- 1,584,440 -- 1,584,440
Sequenom -- 19,260 -- 19,260(b,f) -- 426,802 -- 426,802
-----------------------------------------------------------
Total -- 2,324,818 -- 2,324,818
-----------------------------------------------------------
</Table>
16
<Table>
<Caption>
COMMON STOCKS (CONTINUED)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
MACHINERY
(1.2%)
Cummins 95,151 100,950 -- 196,101 $ 2,281,721 $ 2,420,781 $ -- $ 4,702,502
Deere & Co 154,045 92,031 -- 246,076 5,351,523 3,197,157 -- 8,548,680
Dover 34,526 77,239(f) 7,205 118,970 976,395 2,184,319 203,757 3,364,471
Eaton 77,917 74,070 4,373 156,360 3,429,906 3,260,561 192,499 6,882,966
Flowserve 23,515 30,090 4,249 57,854 1,253,585 1,604,098 226,514 3,084,197
Force
Protection -- 68,911 -- 68,911(b) -- 414,155 -- 414,155
FreightCar
America -- 7,315 -- 7,315 -- 140,082 -- 140,082
Gardner
Denver -- 8,822 -- 8,822(b) -- 192,055 -- 192,055
Illinois
Tool Works 99,790 154,278 7,296 261,364 3,259,141 5,038,720 238,287 8,536,148
Ingersoll-
Rand Cl A 250,754 183,012 14,249 448,015(c) 4,064,722 2,966,625 230,976 7,262,323
Joy Global -- 9,129 -- 9,129(f) -- 190,157 -- 190,157
Manitowoc 41,277(f) 146,341 -- 187,618 227,024 804,876 -- 1,031,900
Mueller
Inds -- 51,804 -- 51,804 -- 1,042,296 -- 1,042,296
NACCO Inds
Cl A -- 8,300 -- 8,300(f) -- 265,517 -- 265,517
Pall 21,838 49,291 7,791 78,920 569,317 1,285,016 203,111 2,057,444
Parker
Hannifin 58,170 -- -- 58,170 2,222,676 -- -- 2,222,676
Terex -- 16,330 -- 16,330(b,f) -- 193,347 -- 193,347
Wabtec -- 28,621 -- 28,621(f) -- 856,627 -- 856,627
-----------------------------------------------------------
Total 23,636,010 26,056,389 1,295,144 50,987,543
-----------------------------------------------------------
MEDIA
(2.7%)
CBS Cl B 599,908 608,287 39,912 1,248,107 3,431,474 3,479,402 228,297 7,139,173
Comcast Cl
A 2,148,695 1,292,482(f) 106,443 3,547,620 31,478,381 18,934,862 1,559,390 51,972,633
DIRECTV
Group 204,716 209,156 -- 413,872(b) 4,483,280 4,580,516 -- 9,063,796
DreamWorks
Animation
SKG Cl A -- 3,854 -- 3,854(b) -- 84,595 -- 84,595
Gannett 498,635(f) 501,357 27,201 1,027,193 2,877,124 2,892,830 156,950 5,926,904
Marvel
Entertain-
ment -- 14,171 -- 14,171(b) -- 389,844 -- 389,844
Meredith 14,134 86,571 -- 100,705(f) 225,720 1,382,539 -- 1,608,259
New York
Times Cl A 109,515(f) 266,866(f) 27,468 403,849 544,290 1,326,324 136,516 2,007,130
News Corp
Cl A 259,074(f) 283,178(f) 29,044 571,296 1,655,483 1,809,507 185,591 3,650,581
Sirius XM
Radio -- 15,046,171 -- 15,046,171(b) -- 1,805,541 -- 1,805,541
Time Warner
Cable Cl A -- 59,461 -- 59,461(b,f) -- 1,107,758 -- 1,107,758
Virgin
Media -- 5,987,186 -- 5,987,186(e) -- 27,181,825 -- 27,181,825
WorldSpace
Cl A -- 263,942 -- 263,942(b) -- 3,167 -- 3,167
-----------------------------------------------------------
Total 44,695,752 64,978,710 2,266,744 111,941,206
-----------------------------------------------------------
METALS &
MINING
(1.0%)
AK Steel
Holding 105,674(f) 137,071(f) 4,617 247,362 852,789 1,106,163 37,259 1,996,211
Alcoa 474,946 48,086 4,814 527,846 3,699,829 374,590 37,501 4,111,920
AM Castle &
Co -- 26,449 -- 26,449(f) -- 223,759 -- 223,759
Cliffs
Natural
Resources -- 14,804 -- 14,804(f) -- 343,009 -- 343,009
Compass
Minerals
Intl -- 5,450 -- 5,450 -- 327,927 -- 327,927
Freeport-
McMoRan
Copper &
Gold 63,591(f) 42,418(f) 2,273 108,282 1,598,678 1,066,389 57,143 2,722,210
Horesehead
Holding -- 25,185 -- 25,185(b) -- 99,733 -- 99,733
Kaiser
Aluminum -- 8,262 -- 8,262(f) -- 205,228 -- 205,228
Nucor 278,500(f) 314,082(f) 14,620 607,202 11,360,015 12,811,404 596,350 24,767,769
Olympic
Steel -- 15,484 -- 15,484 -- 245,731 -- 245,731
Reliance
Steel &
Aluminum -- 15,731 -- 15,731(f) -- 348,127 -- 348,127
RTI Intl
Metals -- 9,465 -- 9,465(b) -- 125,979 -- 125,979
Timminco -- 510,164 -- 510,164(b,c,f) -- 1,441,189 -- 1,441,189
United
States
Steel 107,701 112,157(f) 7,163 227,021 3,234,261 3,368,074 215,105 6,817,440
Worthington
Inds -- 22,881 -- 22,881 -- 230,183 -- 230,183
-----------------------------------------------------------
Total 20,745,572 22,317,485 943,358 44,006,415
-----------------------------------------------------------
</Table>
17
<Table>
<Caption>
COMMON STOCKS (CONTINUED)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
MULTILINE
RETAIL
(0.6%)
Big Lots 49,161(f) 80,289(f) 12,297 141,747(b) $ 661,215 $ 1,079,887 $ 165,395 $ 1,906,497
Dillard's
Cl A -- 53,223 -- 53,223(f) -- 231,520 -- 231,520
Dollar Tree -- 8,846 -- 8,846(b) -- 377,813 -- 377,813
Family
Dollar
Stores 137,895 175,923(f) 6,942 320,760 3,829,345 4,885,382 192,779 8,907,506
Fred's Cl A -- 33,104 -- 33,104(f) -- 339,647 -- 339,647
JC Penney 50,077 51,311 -- 101,388(f) 838,790 859,459 -- 1,698,249
Kohl's 65,693(f) 113,484(f) 3,613 182,790(b) 2,411,590 4,165,998 132,633 6,710,221
Macy's 66,493 83,729 -- 150,222 595,112 749,375 -- 1,344,487
Nordstrom -- 82,493 -- 82,493(f) -- 1,046,836 -- 1,046,836
Sears
Holdings -- 8,132 -- 8,132(b,f) -- 332,761 -- 332,761
-----------------------------------------------------------
Total 8,336,052 14,068,678 490,807 22,895,537
-----------------------------------------------------------
MULIT-
UTILITIES
(0.2%)
CH Energy
Group -- 3,442 -- 3,442 -- 174,096 -- 174,096
DTE Energy -- 2,526 -- 2,526 -- 87,147 -- 87,147
MDU
Resources
Group -- 10,592 -- 10,592 -- 210,675 -- 210,675
PG&E -- 80,109 -- 80,109 -- 3,097,815 -- 3,097,815
TECO Energy -- 120,193 -- 120,193 -- 1,443,518 -- 1,443,518
Vectren -- 7,668 -- 7,668 -- 197,758 -- 197,758
Wisconsin
Energy -- 51,986 -- 51,986(f) -- 2,317,536 -- 2,317,536
-----------------------------------------------------------
Total -- 7,528,545 -- 7,528,545
-----------------------------------------------------------
OIL, GAS &
CONSUMABLE
FUELS
(14.3%)
Anadarko
Petroleum 227,182 -- -- 227,182 8,346,667 -- -- 8,346,667
Apache 49,069 176,609 6,669 232,347 3,680,175 13,245,675 500,175 17,426,025
Cabot Oil &
Gas 61,226 55,530(f) 7,148 123,904 1,683,103 1,526,520 196,499 3,406,122
Chesapeake
Energy 304,346 289,099 20,619 614,064 4,811,710 4,570,655 325,986 9,708,351
Chevron 1,644,212 1,385,499 79,246 3,108,957 115,949,829 97,705,390 5,588,428 219,243,647
Cimarex
Energy -- 13,126 -- 13,126(f) -- 326,050 -- 326,050
Clayton
Williams
Energy -- 5,179 -- 5,179(b) -- 206,124 -- 206,124
Comstock
Resources -- 20,170 -- 20,170(b,f) -- 769,082 -- 769,082
ConocoPhil-
lips 561,368 584,206 29,500 1,175,074 26,681,821 27,767,311 1,402,135 55,851,267
CONSOL
Energy 72,035 85,435 7,246 164,716 1,963,674 2,328,958 197,526 4,490,158
Contango
Oil & Gas -- 5,181 -- 5,181(b,f) -- 231,073 -- 231,073
Devon
Energy 48,553 -- -- 48,553 2,990,865 -- -- 2,990,865
EOG
Resources 104,193 112,266(f) 7,526 223,985 7,061,160 7,608,267 510,037 15,179,464
EXCO
Resources -- 18,093 -- 18,093(b) -- 183,463 -- 183,463
Exxon Mobil 586,725(g) 625,884 5,218 1,217,827 44,872,728 47,867,608 399,073 93,139,409
Frontier
Oil -- 14,907 -- 14,907(f) -- 212,872 -- 212,872
Frontline -- 4,642 -- 4,642(c,f) -- 132,343 -- 132,343
Goodrich
Petroleum -- 7,657 -- 7,657(b) -- 221,287 -- 221,287
Gran Tierra
Energy -- 87,228 -- 87,228(b,c) -- 246,855 -- 246,855
Hess 134,042(f) 127,604(f) 8,562 270,208 7,454,076 7,096,058 476,133 15,026,267
James River
Coal -- 16,847 -- 16,847(b) -- 228,445 -- 228,445
Marathon
Oil 363,777 412,818 20,516 797,111 9,905,648 11,241,034 558,651 21,705,333
Massey
Energy 104,037 92,601 13,763 210,401 1,579,282 1,405,683 208,922 3,193,887
McMoRan
Exploration -- 30,874 -- 30,874(b) -- 206,547 -- 206,547
Murphy Oil 90,076 111,186 4,618 205,880 3,979,558 4,912,197 204,023 9,095,778
Newfield
Exploration -- 7,467 -- 7,467(b) -- 143,292 -- 143,292
Noble
Energy -- 103,023 6,831 109,854 -- 5,040,915 334,241 5,375,156
Occidental
Petroleum 405,601 312,463(f) 1,058 719,122 22,125,535 17,044,857 57,714 39,228,106
Peabody
Energy 124,318 136,760 10,757 271,835 3,107,950 3,419,000 268,925 6,795,875
Penn
Virginia -- 11,931 -- 11,931(f) -- 245,779 -- 245,779
Petrohawk
Energy -- 3,969 -- 3,969(b,f) -- 78,229 -- 78,229
PetroQuest
Energy -- 24,474 -- 24,474(b,f) -- 154,920 -- 154,920
Pioneer
Natural
Resources 100,107 141,145 10,313 251,565 1,465,566 2,066,363 150,982 3,682,911
</Table>
18
<Table>
<Caption>
COMMON STOCKS (CONTINUED)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
Plains
Exploration
&
Production -- 7,946 -- 7,946(b,f) $ -- $ 167,820 $ -- $ 167,820
Range
Resources -- 33,648 4,996 38,644 -- 1,205,944 179,057 1,385,001
Rosetta
Resources -- 43,026 -- 43,026(b) -- 261,168 -- 261,168
Southwest-
ern Energy 203,387(f) 218,764 16,904 439,055(b) 6,437,199 6,923,881 535,012 13,896,092
Spectra
Energy 242,810 479,403 18,039 740,252 3,523,173 6,956,138 261,746 10,741,057
St. Mary
Land &
Exploration -- 10,285 -- 10,285(f) -- 199,015 -- 199,015
Stone
Energy -- 22,251 -- 22,251(b) -- 190,914 -- 190,914
Sunoco 54,967(f) 42,251(f) 5,420 102,638 2,546,071 1,957,066 251,054 4,754,191
Swift
Energy -- 45,994 -- 45,994(b,f) -- 704,628 -- 704,628
Tesoro 98,048(f) 77,808(f) 5,008 180,864 1,689,367 1,340,632 86,288 3,116,287
USEC -- 77,943 -- 77,943(b) -- 396,730 -- 396,730
VAALCO
Energy -- 46,283 -- 46,283(b,f) -- 347,585 -- 347,585
Valero
Energy 170,934(f) 204,530 12,352 387,816 4,122,928 4,933,264 297,930 9,354,122
Western
Refining -- 23,140 -- 23,140 -- 269,812 -- 269,812
Williams
Companies -- 202,174 -- 202,174 -- 2,860,762 -- 2,860,762
World Fuel
Services -- 7,441 -- 7,441(f) -- 251,283 -- 251,283
-----------------------------------------------------------
Total 285,978,085 287,399,494 12,990,537 586,368,116
-----------------------------------------------------------
PAPER &
FOREST
PRODUCTS
(--%)
Wausau
Paper -- 39,145 -- 39,145(f) -- 372,269 -- 372,269
-----------------------------------------------------------
PERSONAL
PRODUCTS
(0.1%)
Estee
Lauder
Companies
Cl A 92,113(f) 87,587(f) 7,320 187,020 2,417,966 2,299,159 192,150 4,909,275
-----------------------------------------------------------
PHARMACEU-
TICALS
(13.3%)
Abbott
Laborato-
ries -- 122,292 6,628 128,920 -- 6,779,868 367,456 7,147,324
Bristol-
Myers
Squibb 373,524 -- -- 373,524 7,997,149 -- -- 7,997,149
Eli Lilly &
Co 295,088(f) 283,187 18,537 596,812 10,865,140 10,426,945 682,532 21,974,617
Forest
Laborato-
ries 200,439 430,301 9,278 640,018(b) 5,018,993 10,774,737 232,321 16,026,051
Johnson &
Johnson 1,640,525 1,636,996 81,332 3,358,853 94,641,886 94,438,299 4,692,043 193,772,228
King
Pharmaceu-
ticals 400,546 793,580 -- 1,194,126(b) 3,500,772 6,935,889 -- 10,436,661
Merck & Co 772,283 508,625 24,905 1,305,813 22,048,680 14,521,244 711,038 37,280,962
Mylan 53,769 123,475 -- 177,244(b,f) 609,203 1,398,972 -- 2,008,175
Par
Pharmaceu-
tical
Companies -- 19,731 -- 19,731(b) -- 242,889 -- 242,889
Pfizer 6,118,008 7,072,211 332,441 13,522,660 89,200,557 103,112,837 4,846,989 197,160,383
Schering-
Plough 908,187 434,393 44,895 1,387,475 15,947,764 7,627,941 788,356 24,364,061
Valeant
Pharmaceu-
ticals Intl -- 36,414 -- 36,414(b,f) -- 790,184 -- 790,184
ViroPharma -- 92,903 -- 92,903(b) -- 1,114,836 -- 1,114,836
VIVUS -- 21,562 -- 21,562(b) -- 105,869 -- 105,869
Watson
Pharmaceu-
ticals -- 46,739 -- 46,739(b,f) -- 1,275,040 -- 1,275,040
Wyeth 235,581 266,933 12,410 514,924 10,122,916 11,470,111 533,258 22,126,285
-----------------------------------------------------------
Total 259,953,060 271,015,661 12,853,993 543,822,714
-----------------------------------------------------------
PROFES-
SIONAL
SERVICES
(--%)
Administaff -- 15,452 -- 15,452 -- 325,883 -- 325,883
Heidrick &
Struggles
Intl -- 15,205 -- 15,205 -- 231,116 -- 231,116
Huron
Consulting
Group -- 4,487 -- 4,487(b) -- 224,260 -- 224,260
Kelly
Services Cl
A -- 32,477 -- 32,477 -- 294,242 -- 294,242
Korn/Ferry
Intl -- 21,781 -- 21,781(b,f) -- 204,741 -- 204,741
Manpower -- 8,767 -- 8,767 -- 249,509 -- 249,509
TrueBlue -- 49,670 -- 49,670(b,f) -- 422,195 -- 422,195
-----------------------------------------------------------
Total -- 1,951,946 -- 1,951,946
-----------------------------------------------------------
REAL ESTATE
INVESTMENT
TRUSTS
(REITS)
(0.2%)
American
Campus
Communities -- 11,424 -- 11,424(f) -- 244,131 -- 244,131
BRE
Properties
Cl A -- 3,175 -- 3,175(f) -- 80,613 -- 80,613
Capstead
Mtge -- 26,825 -- 26,825 -- 286,223 -- 286,223
Digital
Realty
Trust -- 3,469 -- 3,469(f) -- 110,661 -- 110,661
</Table>
19
<Table>
<Caption>
COMMON STOCKS (CONTINUED)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
Equity
Residential -- 144,231 8,007 152,238 $ -- $ 3,451,449 $ 191,608 $ 3,643,057
Health Care
REIT -- 5,787 -- 5,787(f) -- 218,806 -- 218,806
Investors
Real Estate
Trust -- 22,612 -- 22,612 -- 224,989 -- 224,989
Liberty
Property
Trust -- 7,850 -- 7,850 -- 157,000 -- 157,000
Public
Storage 58,068(f) -- 3,788 61,856 3,592,667 -- 234,364 3,827,031
UDR -- 9,138 -- 9,138(f) -- 107,190 -- 107,190
-----------------------------------------------------------
Total 3,592,667 4,881,062 425,972 8,899,701
-----------------------------------------------------------
REAL ESTATE
MANAGEMENT
&
DEVELOPMENT
(--%)
Avatar
Holdings -- 8,745 -- 8,745(b) -- 226,933 -- 226,933
St. Joe -- 6,506 -- 6,506(b,f) -- 156,469 -- 156,469
-----------------------------------------------------------
Total -- 383,402 -- 383,402
-----------------------------------------------------------
ROAD & RAIL
(3.7%)
Arkansas
Best -- 33,461 -- 33,461 -- 782,653 -- 782,653
Burlington
Northern
Santa Fe 219,040 314,011 13,811 546,862 14,511,400 20,803,229 914,979 36,229,608
Con-way -- 3,857 -- 3,857 -- 84,970 -- 84,970
CSX 390,872 417,739(f) 24,120 832,731 11,319,653 12,097,721 698,515 24,115,889
Genesee &
Wyoming Cl
A -- 10,684 -- 10,684(b,f) -- 290,284 -- 290,284
Kansas City
Southern -- 6,630 -- 6,630(b,f) -- 120,401 -- 120,401
Norfolk
Southern 430,857 452,461 18,332 901,650 16,527,675 17,356,404 703,216 34,587,295
Old
Dominion
Frieght
Line -- 10,109 -- 10,109(b,f) -- 253,534 -- 253,534
Ryder
System 54,245(f) 84,319 5,892 144,456 1,832,396 2,848,296 199,032 4,879,724
Saia -- 26,543 -- 26,543(b) -- 283,745 -- 283,745
Union
Pacific 547,180 566,518 24,988 1,138,686 23,961,012 24,807,822 1,094,225 49,863,059
Werner
Enterprises -- 18,060 -- 18,060 -- 270,900 -- 270,900
-----------------------------------------------------------
Total 68,152,136 79,999,959 3,609,967 151,762,062
-----------------------------------------------------------
SEMICONDUC-
TORS &
SEMICONDUC-
TOR
EQUIPMENT
(2.4%)
Altera 284,124 281,189 13,898 579,211 4,369,827 4,324,687 213,751 8,908,265
Amkor
Technology -- 141,788 -- 141,788(b,f) -- 328,948 -- 328,948
Atmel -- 32,711 -- 32,711(b,f) -- 109,255 -- 109,255
Infineon
Technolo-
gies -- 806,777 -- 806,777(b,c,f) -- 718,921 -- 718,921
Infineon
Technolo-
gies ADR -- 614,065 -- 614,065(b,c) -- 528,096 -- 528,096
Intel 2,783,428 1,283,714 120,082 4,187,224 35,906,221 16,559,910 1,549,058 54,015,189
Lam
Research -- 26,944 -- 26,944(b,f) -- 544,538 -- 544,538
Linear
Technology 166,697(f) 203,498(f) 10,335 380,530 3,904,044 4,765,923 242,046 8,912,013
LSI 237,133(f) 406,802(f) 71,557 715,492(b) 754,083 1,293,630 227,551 2,275,264
MEMC
Electronic
Materials 144,127 152,983 -- 297,110(b) 1,960,127 2,080,569 -- 4,040,696
Microchip
Technology 138,807 121,743 10,930 271,480 2,633,169 2,309,465 207,342 5,149,976
MKS
Instruments -- 29,302 -- 29,302(b,f) -- 411,693 -- 411,693
Natl
Semiconduc-
tor -- 114,937(f) 18,685 133,622 -- 1,165,461 189,466 1,354,927
NVIDIA 95,822 21,718 -- 117,540(b,f) 761,785 172,658 -- 934,443
OmniVision
Technolo-
gies -- 40,728 -- 40,728(b) -- 272,470 -- 272,470
Sigma
Designs -- 26,295 -- 26,295(b,f) -- 268,735 -- 268,735
Silicon
Image -- 79,753 -- 79,753(b,f) -- 292,694 -- 292,694
Spansion Cl
A -- 1,738,038 -- 1,738,038(b) -- 116,449 -- 116,449
Teradyne -- 33,804 -- 33,804(b) -- 162,597 -- 162,597
Xilinx 255,847 290,253(f) 13,507 559,607 4,311,022 4,890,763 227,593 9,429,378
Zoran -- 33,505 -- 33,505(b) -- 199,020 -- 199,020
-----------------------------------------------------------
Total 54,600,278 41,516,482 2,856,807 98,973,567
-----------------------------------------------------------
SOFTWARE
(2.5%)
BMC
Software -- 41,845(f) 3,785 45,630(b) -- 1,059,934 95,874 1,155,808
Compuware -- 240,368 32,971 273,339(b) -- 1,562,392 214,312 1,776,704
Intuit -- 47,822 -- 47,822(b) -- 1,083,168 -- 1,083,168
</Table>
20
<Table>
<Caption>
COMMON STOCKS (CONTINUED)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
Microsoft 1,151,519 2,175,020 -- 3,326,539 $ 19,690,975 $ 37,192,842 $ -- $ 56,883,817
Oracle 1,507,562 659,566 -- 2,167,128(b,f) 25,372,268 11,100,496 -- 36,472,764
Quality
Systems -- 8,208 -- 8,208(f) -- 305,994 -- 305,994
Red Hat -- 6,267 -- 6,267(b,f) -- 91,812 -- 91,812
Salesfor-
ce.com 11,626(f) 47,195(f) 7,605 66,426(b) 309,368 1,255,859 202,369 1,767,596
Symantec 154,679 -- 17,055 171,734(b) 2,371,229 -- 261,453 2,632,682
Take-Two
Interactive
Software -- 20,438 -- 20,438 -- 143,475 -- 143,475
TeleCommu-
nication
Systems Cl
A -- 31,053 -- 31,053(b) -- 222,339 -- 222,339
-----------------------------------------------------------
Total 47,743,840 54,018,311 774,008 102,536,159
-----------------------------------------------------------
SPECIALTY
RETAIL
(4.7%)
Aaron Rents -- 24,988 -- 24,988(f) -- 546,238 -- 546,238
Abercrombie
& Fitch Cl
A 133,207(f) 121,228 6,200 260,635 2,377,745 2,163,920 110,670 4,652,335
Advance
Auto Parts -- 4,756 -- 4,756 -- 155,664 -- 155,664
Aeropostale -- 18,721 -- 18,721(b,f) -- 395,200 -- 395,200
American
Eagle
Outfitters -- 12,985 -- 12,985 -- 116,995 -- 116,995
Asbury
Automotive
Group -- 38,005 -- 38,005(f) -- 136,058 -- 136,058
AutoNation 173,695(f) 212,973(f) 25,484 412,152(b) 1,611,890 1,976,389 236,492 3,824,771
AutoZone 28,942(f) 23,871(f) 1,914 54,727(b) 3,846,102 3,172,217 254,351 7,272,670
Barnes &
Noble -- 14,133 -- 14,133(f) -- 232,064 -- 232,064
Bed Bath &
Beyond 144,495(f) 193,604(f) 10,196 348,295(b) 3,356,619 4,497,421 236,853 8,090,893
Best Buy 144,404 125,015 9,875 279,294 4,046,200 3,502,920 276,698 7,825,818
Blockbuster
Cl A -- 261,540 -- 261,540(b,f) -- 333,464 -- 333,464
Brown Shoe -- 35,184 -- 35,184(f) -- 165,013 -- 165,013
Cato Cl A -- 27,254 -- 27,254(f) -- 360,570 -- 360,570
Chico's FAS -- 96,855 -- 96,855(b) -- 383,546 -- 383,546
Children's
Place
Retail
Stores -- 22,270 -- 22,270(b,f) -- 418,899 -- 418,899
Collective
Brands -- 48,547 -- 48,547(b) -- 517,996 -- 517,996
Dress Barn -- 37,279 -- 37,279(b,f) -- 321,345 -- 321,345
Finish Line
Cl A -- 51,549 -- 51,549 -- 244,858 -- 244,858
Foot Locker -- 60,996 -- 60,996(f) -- 448,931 -- 448,931
Gap 286,082 290,846 16,390 593,318 3,227,005 3,280,743 184,879 6,692,627
Group 1
Automotive -- 34,272 -- 34,272(f) -- 341,692 -- 341,692
Home Depot 2,249,714(g) 2,397,534 106,943 4,754,191 48,436,343 51,618,906 2,302,483 102,357,732
Hot Topic -- 49,620 -- 49,620(b,f) -- 423,755 -- 423,755
Jo-Ann
Stores -- 18,977 -- 18,977(b,f) -- 242,336 -- 242,336
Jos A Bank
Clothiers -- 19,777 -- 19,777(b,f) -- 543,076 -- 543,076
Limited
Brands 114,145(f) 133,601 23,072 270,818 904,028 1,058,120 182,730 2,144,878
Lowe's
Companies 752,480 749,982(g) 27,373 1,529,835 13,747,810 13,702,170 500,105 27,950,085
Men's
Wearhouse -- 37,223 -- 37,223(f) -- 433,648 -- 433,648
Monro
Muffler
Brake -- 6,976 -- 6,976 -- 169,308 -- 169,308
Office
Depot 149,209 499,362 -- 648,571(b) 322,291 1,078,622 -- 1,400,913
PetSmart -- 9,435 -- 9,435(f) -- 177,095 -- 177,095
RadioShack 168,700(f) 165,444(f) 21,168 355,312 1,933,302 1,895,988 242,585 4,071,875
Rent-A-
Center -- 43,584 -- 43,584(b) -- 647,222 -- 647,222
Ross Stores -- 9,891 -- 9,891(f) -- 290,993 -- 290,993
Sherwin-
Williams 53,160(f) 45,446 3,450 102,056 2,538,390 2,170,047 164,737 4,873,174
Stage
Stores -- 34,037 -- 34,037 -- 243,365 -- 243,365
Staples 28,256 100,397 11,529 140,182 450,401 1,600,328 183,772 2,234,501
Tiffany &
Co -- 51,022 -- 51,022(f) -- 1,058,707 -- 1,058,707
TJX
Companies 76,140 -- -- 76,140 1,478,639 -- -- 1,478,639
Urban
Outfitters -- 3,466 -- 3,466(b,f) -- 54,000 -- 54,000
Wet Seal Cl
A -- 86,206 -- 86,206(b,f) -- 224,998 -- 224,998
-----------------------------------------------------------
Total 88,276,765 101,344,827 4,876,355 194,497,947
-----------------------------------------------------------
</Table>
21
<Table>
<Caption>
COMMON STOCKS (CONTINUED)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
TEXTILES,
APPAREL &
LUXURY
GOODS
(0.6%)
Carter's -- 26,542 -- 26,542(b,f) $ -- $ 450,949 $ -- $ 450,949
Coach 206,729 320,745(f) 13,511 540,985(b) 3,018,243 4,682,876 197,261 7,898,380
Jones
Apparel
Group 116,009 143,519 -- 259,528 401,391 496,576 -- 897,967
Liz
Claiborne 229,550(f) 253,530(f) 15,249 498,329 505,010 557,766 33,548 1,096,324
Nike Cl B 51,608 79,319 4,007 134,934 2,335,262 3,589,185 181,317 6,105,764
Polo Ralph
Lauren -- 27,092(f) 5,022 32,114 -- 1,111,585 206,053 1,317,638
Skechers
USA Cl A -- 24,247 -- 24,247(b,f) -- 241,500 -- 241,500
Steven
Madden -- 16,880 -- 16,880(b) -- 293,374 -- 293,374
VF 55,629 65,686(f) 4,070 125,385 3,116,337 3,679,730 228,001 7,024,068
-----------------------------------------------------------
Total 9,376,243 15,103,541 846,180 25,325,964
-----------------------------------------------------------
THRIFTS &
MORTGAGE
FINANCE
(0.2%)
Capitol
Federal
Financial -- 2,312 -- 2,312 -- 95,717 -- 95,717
First
Niagara
Financial
Group -- 42,786 -- 42,786 -- 558,785 -- 558,785
Fannie Mae 1,336,093 -- -- 1,336,093 809,139 -- -- 809,139
Freddie Mac 794,150 112,515 -- 906,665 472,519 66,946 -- 539,465
Hudson City
Bancorp -- 224,552 -- 224,552 -- 2,604,804 -- 2,604,804
MGIC
Investment 154,094 -- -- 154,094(f) 425,299 -- -- 425,299
NewAlliance
Bancshares -- 12,085 -- 12,085(f) -- 132,814 -- 132,814
Ocwen
Financial -- 34,121 -- 34,121(b) -- 303,677 -- 303,677
People's
United
Financial -- 22,442 -- 22,442 -- 367,151 -- 367,151
Trustco
Bank NY -- 23,917 -- 23,917 -- 160,244 -- 160,244
United
Financial
Bancorp -- 17,441 -- 17,441 -- 239,116 -- 239,116
-----------------------------------------------------------
Total 1,706,957 4,529,254 -- 6,236,211
-----------------------------------------------------------
TOBACCO
(0.2%)
Philip
Morris Intl 191,327 -- -- 191,327 7,107,798 -- -- 7,107,798
-----------------------------------------------------------
TRADING
COMPANIES &
DISTRIBU-
TORS (0.3%)
Beacon
Roofing
Supply -- 27,278 -- 27,278(b) -- 347,249 -- 347,249
Fastenal 47,200(f) 74,300(f) 5,278 126,778 1,613,296 2,539,574 180,402 4,333,272
GATX -- 3,343 -- 3,343(f) -- 80,566 -- 80,566
Rush
Enterprises
Cl A -- 27,585 -- 27,585(b,f) -- 251,024 -- 251,024
Watsco -- 12,534 -- 12,534 -- 414,249 -- 414,249
WESCO Intl -- 16,458 -- 16,458(b) -- 303,156 -- 303,156
WW Grainger 29,299(f) 37,197(f) 2,918 69,414 2,137,362 2,713,521 212,868 5,063,751
-----------------------------------------------------------
Total 3,750,658 6,649,339 393,270 10,793,267
-----------------------------------------------------------
WATER
UTILITIES
(--%)
Aqua
America -- 5,838 -- 5,838 -- 121,080 -- 121,080
California
Water
Service
Group -- 4,243 -- 4,243 -- 184,571 -- 184,571
-----------------------------------------------------------
Total -- 305,651 -- 305,651
-----------------------------------------------------------
WIRELESS
TELECOMMU-
NICATION
SERVICES
(0.2%)
Sprint
Nextel 1,511,110 1,283,585 84,763 2,879,458(b) 3,671,997 3,119,112 205,974 6,997,083
USA
Mobility -- 37,213 -- 37,213(b) -- 393,341 -- 393,341
-----------------------------------------------------------
Total 3,671,997 3,512,453 205,974 7,390,424
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL
COMMON
STOCKS
(Cost: $5,887,050,565) $1,846,763,087 $2,059,825,946 $89,170,299 $3,995,759,332
- ------------------------------------------------------------------------------------------------------------------------------------
</Table>
22
<Table>
<Caption>
PREFERRED STOCKS (--%)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
CAPITAL
MARKETS
Lehman
Brothers
Holdings Cv -- -- 12,750 12,750(b) $ -- $ -- $ 147,441 $ 147,441
Lehman
Brothers
Holdings Cv -- -- 12,750 12,750(b) -- -- 119,077 119,077
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL
PREFERRED
STOCKS
(Cost: $2,550,000) $ -- $ -- $ 266,518 $ 266,518
- ------------------------------------------------------------------------------------------------------------------------------------
<Caption>
MONEY MARKET FUNDS (2.8%)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
RiverSource
Short-Term
Cash Fund,
0.47% 38,574,554 65,890,575 -- 104,465,129(h) $ 38,574,554 $ 65,890,575 $ -- $ 104,465,129
SSgA U.S.
Treasury
Money
Market Fund -- -- 872,145 872,145 -- -- 872,145 872,145
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL MONEY
MARKET
FUNDS
(Cost: $105,337,274) $ 38,574,554 $ 65,890,575 $ 872,145 $ 105,337,274
- ------------------------------------------------------------------------------------------------------------------------------------
<Caption>
INVESTMENTS OF CASH COLLATERAL RECEIVED FOR SECURITIES ON LOAN (8.6%)
ISSUER SHARES SHARES SHARES SHARES VALUE(A) VALUE(A) VALUE(A) VALUE(A)
RIVERSOURCE RIVERSOURCE
SELIGMAN DISCIPLINED SELIGMAN DISCIPLINED
RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND RIVERSOURCE RIVERSOURCE COMMON EQUITY FUND
DISCIPLINED LARGE CAP STOCK PRO FORMA DISCIPLINED LARGE CAP STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED EQUITY FUND EQUITY FUND FUND COMBINED
CASH
COLLATERAL
REINVEST-
MENT FUND
JPMorgan
Prime Money
Market Fund 149,027,673 203,391,339 -- 352,419,012 $ 149,027,673 $ 203,391,339 $ -- $ 352,419,012
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL
INVESTMENTS
OF CASH
COLLATERAL
RECEIVED
FOR
SECURITIES
ON LOAN
(Cost: $352,419,012) $ 149,027,673 $ 203,391,339 $ -- $ 352,419,012
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL
INVESTMENTS
IN
SECURITIES
(Cost: $6,347,356,851)(i) $2,034,365,314 $2,329,107,860 $90,308,962 $4,453,782,136
- ------------------------------------------------------------------------------------------------------------------------------------
</Table>
FUTURES CONTRACTS OUTSTANDING AT JAN. 31, 2009
RiverSource Disciplined Equity Fund
<Table>
<Caption>
NUMBER OF UNREALIZED
CONTRACTS NOTIONAL EXPIRATION APPRECIATION
CONTRACT DESCRIPTION LONG (SHORT) MARKET VALUE DATE (DEPRECIATION)
- ----------------------------------------------------------------------------------------------------------------
S&P 500 Index 184 $37,835,000 March 2009 $(2,208,635)
</Table>
RiverSource Large Cap Equity Fund
<Table>
<Caption>
NUMBER OF UNREALIZED
CONTRACTS NOTIONAL EXPIRATION APPRECIATION
CONTRACT DESCRIPTION LONG (SHORT) MARKET VALUE DATE (DEPRECIATION)
- ----------------------------------------------------------------------------------------------------------------
Russell 2000 Mini Index 234 $10,356,840 March 2009 $ (124,593)
S&P 500 Index 285 58,603,125 March 2009 (7,248,513)
- ----------------------------------------------------------------------------------------------------------------
Total $(7,373,106)
- ----------------------------------------------------------------------------------------------------------------
</Table>
NOTES TO COMBINED PORTFOLIO OF INVESTMENTS
(A) Securities are valued by procedures described in Note 1 to the financial
statements in the annual report.
(B) Non-income producing.
(C) Foreign security values are stated in U.S. dollars. At Jan. 31, 2009,
the value of foreign securities represented 1.9% of net assets.
23
NOTES TO COMBINED PORTFOLIO OF INVESTMENTS (CONTINUED)
(D) Represents a security sold under Rule 144A, which is exempt from
registration under the Securities Act of 1933, as amended. This security
may be determined to be liquid under guidelines established by the
Fund's Board of Directors. These securities may be resold in
transactions exempt from registration, normally to qualified
institutional buyers. At Jan. 31, 2009, the value of these securities
amounted to $2,109,750 or 0.1% of net assets.
(E) Identifies issues considered to be illiquid as to their marketability
(see Note 1 to the financial statements). Information concerning such
security holdings at Jan. 31, 2009, is as follows:
<Table>
<Caption>
VALUE AS A VALUE AS A
PERCENTAGE OF PERCENTAGE OF
RIVERSOURCE DISCIPLINED RIVERSOURCE LARGE
ACQUISITION EQUITY FUND CAP EQUITY FUND
SECURITY DATES COST NET ASSETS NET ASSETS
------------------------------------------------------------------------------------------------------------------------
Apollo Management LP* 08-02-07 thru 09-30-08 $ 30,730,942 -- 0.10%
Virgin Media 07-26-07 thru 08-06-08 101,975,398 -- 1.28%
<Caption>
VALUE AS A VALUE AS A
PERCENTAGE OF PERCENTAGE OF
SELIGMAN COMMON PRO FORMA
STOCK FUND COMBINED
SECURITY NET ASSETS NET ASSETS
--------------------------------------------------------------------
Apollo Management LP* -- 0.05%
Virgin Media -- 0.66%
</Table>
* Represents a security sold under Rule 144A, which is exempt from
registration under the Securities Act of 1933, as amended.
(F) At Jan. 31, 2009, security was partially or fully on loan. See Note 5 to
the financial statements.
(G) At Jan. 31, 2009, investments in securities included securities valued
at $31,228,992 that were partially pledged as collateral to cover
initial margin deposits on open interest rate futures contracts.
(H) Affiliated Money Market Fund -- See Note 6 and/or 7 to the financial
statements in the annual report. The rate shown is the seven-day current
annualized yield at Jan. 31, 2009.
(I) At Jan. 31, 2009, the approximate cost of securities for federal income
tax purposes and the approximate aggregate gross unrealized appreciation
and depreciation based on that cost was:
<Table>
<Caption>
RIVERSOURCE
DISCIPLINED
RIVERSOURCE RIVERSOURCE SELIGMAN EQUITY FUND
DISCIPLINED LARGE CAP COMMON STOCK PRO FORMA
EQUITY FUND EQUITY FUND FUND COMBINED
Cost of securities for federal income tax
purposes: $ 3,267,681,000 $2,961,456,000 $118,220,000 $ 6,347,357,000
Unrealized appreciation $ 19,778,000 $ 44,376,000 $ 1,813,000 $ 65,967,000
Unrealized depreciation (1,253,094,000) (676,724,000) (29,724,000) (1,959,542,000)
- --------------------------------------------------------------------------------------------------------------------
Net unrealized depreciation $(1,233,316,000) $ (632,348,000) $(27,911,000) $(1,893,575,000)
- --------------------------------------------------------------------------------------------------------------------
</Table>
The industries identified above are based on the Global Industry Classification
Standard (GICS), which was developed by and is the exclusive property of Morgan
Stanley Capital International Inc. and Standard & Poor's, a division of The
McGraw-Hill Companies, Inc.
24
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.
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 on
or about March 5, 2003 as Exhibit (a)(3) to Registrant's Post-Effective
Amendment No. 74 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 April 13, 2006, filed electronically on or about
Sept. 25, 2008 as Exhibit (b) to Registrant's Post-Effective Amendment
No. 85 to Registration Statement No. 2-38355 are incorporated by
reference.
(3) Not applicable.
(4) Form of Agreement and Plan of Reorganization is included herein 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) Distribution Agreement, effective Nov. 7, 2008, between Registrant and
Seligman Advisors, Inc. filed electronically on or about Nov. 25, 2008
as Exhibit (e)(2) to RiverSource Investment Series, Inc. Post-Effective
Amendment No. 121 to Registration Statement No. 2-11328 is incorporated
by reference.
(7)(c) 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)(d) 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) Deferred Compensation Plan, amended and restated Jan. 1, 2009, filed
electronically on or about Jan. 27, 2009 as Exhibit (f) to RiverSource
Equity Series, Inc. Post-Effective Amendment No. 105 to Registration
Statement No. 2-13188 is incorporated by reference.
(9) Form of Master Global Custody Agreement with JP Morgan Chase Bank, N.A.
filed electronically on or about Dec. 23, 2008 as Exhibit (g) to
RiverSource International Mangers, Inc. Post-Effective Amendment No. 18
to Registration Statement No. 333-64010 is incorporated by reference.
(10)(a) Plan of Distribution and Agreement of Distribution, dated Aug. 1, 2006,
amended and restated Nov. 12, 2008, between Registrant and RiverSource
Distributors, Inc. filed electronically on or about March 27, 2009 as
Exhibit (m)(1) to RiverSource Income Series, Inc. Post-Effective
Amendment No. 105 to Registration Statement No. 2-10700 is incorporated
by reference.
(10)(b) Plan of Distribution and Agreement of Distribution, effective Nov. 7,
2008, amended and restated Nov. 12, 2008, between Registrant and
Seligman Advisors, Inc. filed electronically on or about March 27, 2009
as Exhibit (m)(2) to RiverSource Income Series, Inc. Post-Effective
Amendment No. 105 to Registration Statement No. 2-10700 is incorporated
by reference.
(10)(c) Rule 18f - 3(d) Plan, amended and restated as of Nov. 12, 2008, filed
electronically on or about March 27, 2009 as Exhibit (n) to RiverSource
Income Series, Inc. Post-Effective Amendment No. 105 to Registration
Statement No. 2-10700 is incorporated by reference.
(11) Opinion and consent of counsel as to the legality of the securities
being registered is filed electronically herewith as Exhibit (11).
(12) Tax opinion to be filed by Amendment.
(13)(a) Administrative Services Agreement, dated Oct. 1, 2005, amended and
restated Nov. 12, 2008, between Registrant and Ameriprise Financial,
Inc. filed electronically on or about Feb. 27, 2009 as Exhibit (h)(1) to
RiverSource Variable Series Trust Post-Effective Amendment No. 4 to
Registration Statement No. 333-146374 is incorporated by reference.
(13)(b) Plan Administration Services Agreement, dated Dec. 1, 2006, amended and
restated Nov. 12, 2008, between Registrant and RiverSource Service
Corporation filed electronically on or about March 27, 2009 as Exhibit
(h)(3) to RiverSource Income Series, Inc. Post-Effective Amendment No.
105 to Registration Statement No. 2-10700 is incorporated by reference.
(13)(c) Transfer Agency Agreement, dated Oct. 1, 2005, amended and restated Nov.
12, 2008, between Registrant and RiverSource Service Corporation filed
electronically on or about March 27, 2009 as Exhibit (h)(2) to
RiverSource Income Series, Inc. Post-Effective Amendment No. 105 to
Registration Statement No. 2-10700 is incorporated by reference.
(13)(d) License Agreement, effective May 1, 2006, amended and restated as of
Nov. 12, 2008, between Ameriprise Financial, Inc. and RiverSource Group
of Funds filed electronically on or about Feb. 27, 2009 as Exhibit
(h)(4) to RiverSource Variable Series Trust Post-Effective Amendment No.
4 to Registration Statement No. 333-146374 is incorporated by reference.
(13)(e) Master Fee Cap/Fee Waiver Agreement, dated Oct. 1, 2005, amended and
restated Nov. 12, 2008, between RiverSource Investments, LLC, Ameriprise
Financial, Inc., RiverSource Service Corporation, RiverSource
Distributors, Inc., Seligman Advisors, Inc. (now known as RiverSource
Fund Distributors, Inc.) and the Registrant filed electronically on or
about Feb. 27, 2009 as Exhibit (h)(3) to RiverSource Variable Series
Trust Post-Effective Amendment No. 4 to Registration Statement No.
333-146374 is incorporated by reference.
(14)(a) Consent of Independent Registered Public Accounting Firm (Deloitte &
Touche LLP), dated April 13, 2009 is filed electronically herewith as
Exhibit (14)(a).
(14)(b) Consent of Independent Registered Public Accounting Firm (Ernst & Young
LLP), dated April 13, 2009 is filed electronically herewith as Exhibit
(14)(b).
(15) Financial Statements: Not applicable.
(16) Directors/Trustees Power of Attorney to sign this Registration Statement
and its amendments, dated Jan. 8, 2009, filed electronically on or about
Feb. 26, 2009 as Exhibit (16) to Registration Statement No. 333-157525
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) Code of Ethics adopted under Rule 17j-1 for Registrant's principal
underwriter, dated April 2008, filed electronically on or about April
25, 2008 as Exhibit (p)(2) to RiverSource Variable Series
Trust Post-Effective Amendment No. 3 to Registration Statement No.
333-146374 is incorporated by reference.
(17)(c) Code of Ethics adopted under Rule 17j-1 for Registrant's investment
adviser, dated Nov. 15, 2008, filed electronically on or about Nov. 25,
2008 as Exhibit (p)(3) to RiverSource Investment Series, Inc.
Post-Effective Amendment No. 121 to Registration Statement No. 2-11328
is incorporated by reference.
(17)(d) Prospectus, dated May 1, 2008, for Seligman Common Stock Fund, Inc. is
filed electronically herewith as Exhibit (17)(d).
(17)(e) Statement of Additional Information, dated April 1, 2009, for
RiverSource Disciplined Equity Fund and RiverSource Large Cap Equity
Fund is filed electronically herewith as Exhibit (17)(e).
(17)(f) Prospectus, dated Sept. 29, 2008, for RiverSource Disciplined Equity
Fund is filed electronically herewith as Exhibit (17)(f).
(17)(g) Statement of Additional Information, dated May 1, 2008, for Seligman
Common Stock Fund, Inc. is filed electronically herewith as Exhibit
(17)(g).
(17)(h) Prospectus, dated Sept. 29, 2008, for RiverSource Large Cap Equity Fund
is filed electronically herewith as Exhibit (17)(h).
(17)(i) Annual Report for the period ended December 31, 2008 for RiverSource
Common Stock Fund, Inc. is filed electronically herewith as Exhibit
(17)(i).
(17)(j) Annual Report for the period ended July 31, 2008 for RiverSource Large
Cap Equity Fund is filed electronically herewith as Exhibit (17)(j).
(17)(k) Annual Report for the period ended July 31, 2008 for RiverSource
Disciplined Equity Fund is filed electronically herewith as Exhibit
(17)(k).
(17)(l) Semiannual Report for the period ended January 31, 2009 for RiverSource
Large Cap Equity Fund is filed electronically herewith as Exhibit
(17)(l).
(17)(m) Semiannual Report for the period ended January 31, 2009 for RiverSource
Disciplined Equity Fund is filed electronically herewith as Exhibit
(17)(m).
(17)(n) Supplement, dated April 3, 2009, to the Seligman Common Stock Fund, Inc.
prospectus, dated May 1, 2008, is filed electronically herewith as
Exhibit (17)(n).
(17)(o) Supplement, dated April 3, 2009, to the RiverSource Large Cap Equity
Fund prospectus, dated Sept. 29, 2008, is filed electronically herewith
as Exhibit (17)(o).
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 following the reorganization.
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 14th day of April, 2009.
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 14th day of April, 2009.
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/ John F. Maher* Director
- -------------------------------------
John F. Maher
/s/ Catherine James Paglia* Director
- -------------------------------------
Catherine James Paglia
/s/ Leroy C. Richie* Director
- -------------------------------------
Leroy C. Richie
/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 Jan. 8,
2009, filed electronically on or about Feb. 26, 2009 as Exhibit (16) to
Registration Statement No. 333-157525, by:
/s/ Scott R. Plummer
- -------------------------------------
Scott R. Plummer
EXHIBIT INDEX
(11) Opinion and consent of counsel as to the legality of the securities
being registered.
(14)(a) Consent of Independent Registered Public Accounting Firm (Deloitte &
Touche LLP), dated April 13, 2009.
(14)(b) Consent of Independent Registered Public Accounting Firm (Ernst & Young
LLP), dated April 13, 2009.
(17)(d) Prospectus, dated May 1, 2008, for Seligman Common Stock Fund, Inc.
(17)(e) Statement of Additional Information, dated April 1, 2009, for
RiverSource Disciplined Equity Fund and RiverSource Large Cap Equity
Fund.
(17)(f) Prospectus, dated Sept. 29, 2008, for RiverSource Disciplined Equity
Fund.
(17)(g) Statement of Additional Information, dated May 1, 2008, for Seligman
Common Stock Fund, Inc.
(17)(h) Prospectus, dated Sept. 29, 2008, for RiverSource Large Cap Equity Fund.
(17)(i) Annual Report for the period ended December 31, 2008 for RiverSource
Common Stock Fund, Inc.
(17)(j) Annual Report for the period ended July 31, 2008 for RiverSource Large
Cap Equity Fund.
(17)(k) Annual Report for the period ended July 31, 2008 for RiverSource
Disciplined Equity Fund.
(17)(l) Semiannual Report for the period ended January 31, 2009 for RiverSource
Large Cap Equity Fund.
(17)(m) Semiannual Report for the period ended January 31, 2009 for RiverSource
Disciplined Equity Fund.
(17)(n) Supplement, dated April 3, 2009, to the Seligman Common Stock Fund, Inc.
prospectus, dated May 1, 2008.
(17)(o) Supplement, dated April 3, 2009, to the RiverSource Large Cap Equity
Fund prospectus, dated Sept. 29, 2008.