-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SC/5eLxia60sQP6UWyuzlkQ173QFvdJbhhlRj1oh9Bt7aVtwaRWPuZvMfZ7aqSS2 Mtgmqif4VTqB6/QeRJ/pGw== 0000950137-08-005957.txt : 20100618 0000950137-08-005957.hdr.sgml : 20100618 20080424173118 ACCESSION NUMBER: 0000950137-08-005957 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 033-48701 FILED AS OF DATE: 20080424 DATE AS OF CHANGE: 20080501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVERSOURCE LIFE INSURANCE CO CENTRAL INDEX KEY: 0000727892 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 410823832 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-149951 FILM NUMBER: 08775363 BUSINESS ADDRESS: STREET 1: 50605 AMERIPRISE FINANCIAL CENTER STREET 2: H27/5299 CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 6126784177 MAIL ADDRESS: STREET 1: 50605 AMERIPRISE FINANCIAL CENTER STREET 2: H27/5299 CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: IDS LIFE INSURANCE CO DATE OF NAME CHANGE: 19970414 FORMER COMPANY: FORMER CONFORMED NAME: IDS LIFE INSURANCE CO /MN DATE OF NAME CHANGE: 19920703 S-1/A 1 c26061a1sv1za.txt AMENDMENT NO.1 TO REGISTRATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-149951 ON FORM S-1 UNDER THE SECURITIES ACT OF 1933 RiverSource Life Insurance Company - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Minnesota - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 41-0823832 - -------------------------------------------------------------------------------- (I.R.S. Employer Identification No.) 70100 Ameriprise Financial Center, Minneapolis, MN 55474 (800) 862-7919 - -------------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Elisabeth A. Dahl RiverSource Life Insurance Company 50605 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (612) 678-0175 - -------------------------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public: May 1, 2008 or as soon as practicable after the effective date of the Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. /X/ Pursuant to Rule 429 under the Securities Exchange Act of 1934 the prospectuses to be filed herein also relate to and will constitute upon effectiveness a Post-Effective Amendment to Securities Act Registration Statement Nos. 033-48701. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Calculation of Registration Fee TITLE OF EACH AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF CLASS OF REGISTERED MAXIMUM AGGREGATE REGISTRATION SECURITIES TO OFFERING PRICE OFFERING PRICE FEE* BE REGISTERED PER UNIT Interests in the Fixed Account of $0 $0** the Group, Unallocated Deferred Combination Fixed/Variable Annuity Contracts for Qualified Retirement Plans *The proposed aggregate offering price is estimated solely for determining the registration fee. The amount being registered and the proposed maximum offering price per unit are not applicable since these securities are not issued in predetermined amounts or units. **The difference between the $30,000,000 of securities registered on Securities Act Registration Statement Nos. 033-48701 (for which a registration fee of $89,375 was paid), and the dollar amount of securities sold thereunder, is carried forward on this Registration Statement pursuant to Rule 429 of the Securities Act. PART I. INFORMATION REQUIRED IN PROSPECTUS The prospectus for the RiverSource Group Variable Annuity Contract is incorporated by reference from Part A of Post-Effective Amendment No. 19 to Registration Statement No. 33-47302, filed on or about April 24, 2008. PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution The expenses of the issuance and distribution of the interests in the Fixed Account of the Contract to be registered, other than commissions on sales of the Contracts, are to be borne by the registrant. Item 14. Indemnification of Directors and Officers The amended and restated By-Laws of the depositor provide that the depositor will indemnify, to the fullest extent now or hereafter provided for or permitted by law, each person involved in, or made or threatened to be made a party to, any action, suit, claim or proceeding, whether civil or criminal, including any investigative, administrative, legislative, or other proceeding, and including any action by or in the right of the depositor or any other corporation, or any partnership, joint venture, trust, employee benefit plan, or other enterprise (any such entity, other than the depositor, being hereinafter referred to as an "Enterprise"), and including appeals therein (any such action or process being hereinafter referred to as a "Proceeding"), by reason of the fact that such person, such person's testator or intestate (i) is or was a director or officer of the depositor, or (ii) is or was serving, at the request of the depositor, as a director, officer, or in any other capacity, or any other Enterprise, against any and all judgments, amounts paid in settlement, and expenses, including attorney's fees, actually and reasonably incurred as a result of or in connection with any Proceeding, except as provided below. No indemnification will be made to or on behalf of any such person if a judgment or other final adjudication adverse to such person establishes that such person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled. In addition, no indemnification will be made with respect to any Proceeding initiated by any such person against the depositor, or a director or officer of the depositor, other than to enforce the terms of this indemnification provision, unless such Proceeding was authorized by the Board of Directors of the depositor. Further, no indemnification will be made with respect to any settlement or compromise of any Proceeding unless and until the depositor has consented to such settlement or compromise. The depositor may, from time to time, with the approval of the Board of Directors, and to the extent authorized, grant rights to indemnification, and to the advancement of expenses, to any employee or agent of the depositor or to any person serving at the request of the depositor as a director or officer, or in any other capacity, of any other Enterprise, to the fullest extent of the provisions with respect to the indemnification and advancement of expenses of directors and officers of the depositor. Insofar as indemnification for liability arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the depositor or the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 15. Recent Sales of Unregistered Securities Not Applicable Item 16. (a) Exhibits 1. Form of Principal Underwriter Agreement for RiverSource Life Insurance Company Variable Annuities and Variable Life Insurance filed electronically as Exhibit 3.1 with the Registration Statement on Form N-4 for RiverSource Variable Annuity Account, RiverSource Signature(SM) Select Variable Annuity and RiverSource Signature(SM) Variable Annuity, on or about Jan. 2, 2007, is incorporated by reference. 2.1 Articles of Merger of IDS Life Insurance Company and American Enterprise Life Insurance Company dated March 16, 2006, filed electronically as Exhibit 2.1 to Post-Effective Amendment No. 8 to Registration Statement No. 333-114888, is incorporated herein by reference. 2.2 Articles of Merger of IDS Life Insurance Company and American Partners Life Insurance Company dated March 17, 2006, filed electronically as Exhibit 2.2 to Post-Effective Amendment No. 8 to Registration Statement No. 333-114888, is incorporated herein by reference. 3.1 Copy of Certificate of Incorporation of IDS Life Insurance Company dated July 23, 1957, filed electronically as Exhibit 3.1 to Post-Effective Amendment No. 2 to Registration Statement No. 33-48701 is incorporated by reference. 3.2 Copy of Amended and Restated By-laws of IDS Life Insurance Company, filed electronically as Exhibit 6.2 to Post-Effective Amendment No. 13 to Registration Statement No. 33-47302 is incorporated by reference. 3.3 Copy of Amended and Restated By-Laws of RiverSource Life Insurance Company filed electronically as Exhibit 27(f)(3) to Post-Effective Amendment No. 22 to Registration Statement No. 333-44644 is incorporated by reference. 4. Form of Group Deferred Variable Annuity Contract, Form 34660, filed electronically as Exhibit 4.1 to Post-Effective Amendment No. 2 to Registration Statement No. 33-48701 is incorporated by reference. 5. Opinion of Counsel regarding legality of Contracts filed electronically as Exhibit 5 to Registration Statement No. 333-149951. 6.-20. Not Applicable. 21. Copy of List of Subsidiaries is filed electronically herewith. 22. Not Applicable. 23. Consent of Independent Registered Public Accounting Firm is filed electronically herewith. 24. Power of Attorney to sign the Registration Statement and Amendments to this Registration Statement, dated August 30, 2007 filed electronically as Exhibit (r)(1) to Post-Effective Amendment No. 31 to Registration Statement No. 333-69777 is incorporated herein by reference. 25.-99. Not Applicable. Item 17. Undertakings A. Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement, (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof, (3) that all post-effective amendments will comply with the applicable forms, rules and regulations of the Commission in effect at the time such post-effective amendments are filed, and (4) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The Registrant represents that it is relying upon the no-action assurance given to the American Council of Life Insurance (pub. avail. Nov. 28, 1988). Further, the Registrant represents that it has complied with the provisions of paragraphs (1) - (4) of the no-action letter. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, RiverSource Life Insurance Company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Minneapolis, and State of Minnesota on the 24th day of April, 2008. RiverSource Life Insurance Company --------------------------------------- (Registrant) By /s/ Timothy V. Bechtold* --------------------------------------- Timothy V. Bechtold President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 24th day of April, 2008. Signature Title /s/ Gumer C. Alvero* Director and Executive Vice President - Annuities - --------------------------------------- Gumer C. Alvero /s/ Timothy V. Bechtold* Director and President - --------------------------------------- Timothy V. Bechtold /s/ Brian J. McGrane* Director, Executive Vice President and Chief Financial Officer - --------------------------------------- Brian J. McGrane /s/ Kevin E. Palmer* Director, Vice President and Chief Actuary - --------------------------------------- Kevin E. Palmer /s/ Bridget M. Sperl* Executive Vice President - Client Services - --------------------------------------- Bridget M. Sperl /s/ David K. Stewart* Vice President and Controller (Principal Accounting Officer) - ---------------------------------------- David K. Stewart *Signed pursuant to Power of Attorney by: /s/ Elisabeth A. Dahl - -------------------------------------------------------------------------------- Elisabeth A. Dahl Assistant General Counsel EXHIBIT INDEX 21. Copy of List of Subsidiaries. 23. Consent of Independent Registered Public Accounting Firm. EX-21 2 c26061a1exv21.txt COPY OF LIST OF SUBSIDIARIES . . . The following list includes the names of major subsidiaries of Ameriprise Financial, Inc.
Jurisdiction of Name of Subsidiary Incorporation Advisory Capital Strategies Group Inc. Minnesota AEXP Affordable Housing LLC Delaware American Enterprise Investment Services Inc. Minnesota American Express Property Casualty Insurance Agency of Kentucky,Inc. Kentucky American Express Property Casualty Insurance Agency of Maryland,Inc. Maryland American Express Property Casualty Insurance Agency of Mississippi,Inc. Mississippi American Express Property Casualty Insurance Agency of Pennsylvania,Inc. Pennsylvania Ameriprise Auto & Home Insurance Agency, Inc. Wisconsin Ameriprise Bank, FSB USA Ameriprise Capitive Insurance Company Vermont Ameriprise Capital Trust I Delaware Ameriprise Capital Trust II Delaware Ameriprise Capital Trust III Delaware Ameriprise Capital Trust IV Delaware Ameriprise Certificate Company Delaware Ameriprise Financial Services,Inc. Delaware Ameriprise India Private Ltd. India Ameriprise Insurance Company Wisconsin Ameriprise Trust Company Minnesota Boston Equity General Partner LLC Delaware IDS Capital Holdings Inc. Minnesota IDS Futures Corporation Minnesota IDS Management Corporation Minnesota IDS Property Casualty Insurance Company Wisconsin IDS REO 1, LLC Minnesota IDS REO 2, LLC Minnesota Investors Syndicate Development Corporation Nevada Kenwood Capital Management LLC (47.7% owned) Delaware Realty Assets, Inc. Nebraska RiverSource CDO Seed Investments, LLC Minnesota RiverSource Distributors,Inc. Delaware RiverSource Investments,LLC Minnesota RiverSource Life Insurance Company Minnesota RiverSource Life Insurance Co. of New York New York RiverSource Service Corporation Minnesota RiverSource Tax Advantaged Investments, Inc. Delaware Securities America Advisors,Inc. Nebraska Securities America Financial Corporation Nebraska Securities America, Inc. Nebraska Threadneedle Asset Management Holdings Ltd. England
EX-23 3 c26061a1exv23.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM April 24, 2008 Office of Insurance Products Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-0504 ATTN: Document Control -- EDGAR RE: RIVERSOURCE LIFE INSURANCE COMPANY ("REGISTRANT") PRE-EFFECTIVE AMENDMENT NO. 1 FILE. NO. 333-149951 RIVERSOURCE(R) GROUP VARIABLE ANNUITY CONTRACT ("VARIABLE ANNUITY") Dear Commissioners: Registrant is filing Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 ("Amendment No. 1") with respect to the Variable Annuity listed above. The Registration Statement was filed pursuant to Rule 415(a)(5) which requires that a new registration statement be filed before three years have elapsed since the initial date of the registration statement (or the effective date of Rule 415(a)(5) if later). This Amendment No. 1 reflects the undertaking of the Registrant to update the Variable Annuity prospectus in compliance with Section 10(a)(3) of the Securities Act of 1933, including updated financial information. Pursuant to Rule 429 under the Securities Act of 1933, the prospectus contained or incorporated herein by reference also relate to and constitute a post-effective amendment to Registration Statement No. 33-48701. Pursuant to Rule 461 of the Securities Act of 1933, as amended, Registrant respectfully requests acceleration of the effective date of this Amendment No. 1 to May 1, 2008 or as soon as practicable thereafter. On behalf of RiverSource Distributors, Inc., the Principal Underwriter for the Account, we are forwarding with this letter a request for acceleration of the effective date of this Amendment No. 1. If there is anything I can do to expedite review of the enclosed Amendment No. 1, or if you have any questions regarding this filing, please contact me at (612) 678-0175. Sincerely, /s/ Elisabeth A. Dahl --------------------------------- Elisabeth A. Dahl Assistant General Counsel and Assistant Secretary Cc: Mark Cowan, Senior Counsel COVER 4 filename4.txt April 24, 2008 Securities and Exchange Commission 100 F Street N.E., Washington, DC 20549-1004 ATTN: Document Control -- EDGAR Re: RiverSource Life Insurance Company ("Registrant") RiverSource(R) Group Variable Annuity Contract Pre-Effective Amendment No. 1 on Form S-1 File No. 333-149951 Dear Commissioners: Registrant has filed its Pre-Effective Amendment No. 1 on Form S-1 on or about April 24, 2008. Pursuant to Rule 461, the Underwriter, RiverSource Distributors, Inc., now respectfully requests that the effective date of the Registration be accelerated and that the Registration Statement be declared effective on May 1, 2008. Yours truly, RiverSource Distributors, Inc. By: /s/ Scott R. Plummer ----------------------- Scott R. Plummer Chief Counsel -----END PRIVACY-ENHANCED MESSAGE-----