Registration Statement No. 333-254313
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3/AS-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT No. 1
RIVERSOURCE LIFE INSURANCE COMPANY
(Exact name of registrant as specified in charter)
| Minnesota | 41-0823832 | |
(State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) |
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)
Nicole D. Wood
RiverSource Life Insurance Company
50605 Ameriprise Financial Center
Minneapolis, Minnesota 55474
(612) 678-5337
(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: asAs soon as practicable after the effective date of the Registration Statement.this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Amount to be | Proposed maximum offering price per unit* | Proposed aggregate | Amount of registration fee** | ||||
| Individual Limited Flexible Purchase Payments Deferred Indexed Linked Annuity Contract | 5,000,000,000 | Not applicable | $5,000,000,000 | $545,500 | ||||
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Pursuant to Rule 429 under the Securities Act of 1933, the prospectus dated April 30, 2021 contained herein also relates to and constitutes a post-effective amendment to Registration Statements No. 333-238470 and No. 333-232973.
The Registrantregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant 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.
PART I.
INFORMATION REQUIRED IN PROSPECTUS
Prospectus
May 1, 2022
RiverSource®
Fixed Account Interests
Offered Under the Group Variable Annuity
| Issued by: | RiverSource Life Insurance Company (RiverSource Life) | |
| 70100 Ameriprise Financial Center | ||
| Minneapolis, MN 55474 | ||
| Telephone: 1-800-862-7919 | ||
| (Service Center) |
This Fixed Account prospectus describes interests in the Fixed Account available under the RiverSource Structured Solutions® Group Variable Annuity Contract. New variable annuity iscontracts are not currently being offered. However, if you own a limited flexible purchase payment deferred index-linkedvariable annuity contract, (the Contract) issued by RiverSource Life. You can makeyou may be able to allocate purchase payments and contract value to the Fixed Account under your contract. Please refer to your variable annuity contract or certificate (collectively, contract) and the separate prospectus for only 90 days after the datecontract (contract prospectus) for details regarding whether you are eligible to invest in the Contract is issued (Contract Date). This prospectus contains important information that You should know before investing. All material terms and conditions of the Contract, including material state variations, are described in this prospectus. Fixed Account.
Please read it before investingthis Fixed Account prospectus carefully and keep it for future reference.
If you make a tax-deferred basis and meet long-term financial goals.
A discussion of risk factors associated with the operation and impactFixed Account begins on page 4 of the elective lock, as described in this prospectus. See “Elective Lock” for more information.
The Securities and Exchange Commission nor any state securities commission(SEC) has not approved or disapproved of these securities or determined ifpassed upon the accuracy or adequacy of this prospectus is accurate or complete.prospectus. Any representation to the contrary is a criminal offense.
An investment in this Contractthe Fixed Account is not a deposit of a bank or financial institution and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. An investment in this Contractthe Fixed Account involves investment risk including the possible loss of principal. See “Risk Factors”.
The principal underwriter of the Contract is RiverSource Distributors, Inc. The offering of the Contractinterests in the Fixed Account is intended to be continuous.
RiverSource Life has not authorized any person to give any information or to make any representations regarding the ContractFixed Account other than those contained in this prospectus. Do not rely on any such information or representations.
1 RiverSource Life offers several different annuities which Your sales representative may or may not be authorized to offer to You. Each annuity has different features and benefits that may be appropriate for You based on Your financial situation and needs, Your age and how You intend to use the annuity. The different features and benefits may include the investment and fund manager options, variations in interest rate amount and guarantees, credits, Surrender Charge schedules and access to annuity contract values. The fees and charges may also be different between each annuity. With the aid of an appropriate financial professional, We encourage You to compare and contrast the contract described in this prospectus with other annuities available in the marketplace, including other types of annuities We may offer. This will aid in determining whether purchasing a Contract is consistent with Your investment objectives, risk tolerance, time horizon, marital status, tax situation, and Your unique financial situation and needs. If You select an annuity that includes surrender or other liquidation charges, You should also consider any future needs You may have to access Your Contract Value.
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RiverSource Structured Solutions annuityFixed Account Interests — Prospectus 3
Code:The Internal Revenue Code of 1986, as amended.
Contract: The RiverSource® Group Variable Annuity Contract under which the Annuitant is not an Owner,Fixed Account interests are offered.
Contract value: The total value of your contract before we deduct any applicable charges.
Contract year: A period of 12 months, starting on the person who becomes the Annuitant if the Annuitant dies prior to the Annuitization Start Date.
Fixed Account, the Interim Account and the Indexed Account(s).
Good Order. order: We cannot process Youryour transaction request relating to the Contractcontract until Wewe have received the request in Good Ordergood order at our Service Center. “Good order” means the actual receipt of the requested transaction request in writing, along with all information, forms and supporting legal documentation necessary to affecteffect the transaction. To be in “Good Order,“good order,” Youryour instructions must be sufficiently clear so that Wewe do not need to exercise any discretion to follow such instructions. This information and documentation generally include Your completed request; the Contract number; the transaction amount (in dollars); the names of and allocations to and/or from the Indexed Accounts and the Fixed Account affected by the requested transaction; Social Security Number or Taxpayer Identification Number; and any other information, forms or supporting documentation that We may require. For certain transactions, at Our option, We may require the signature of all Contract Owners for the request to be in Good Order. With respect to purchase requests, “Good Order” also generally includes receipt of sufficient payment by Us to affect the purchase. We may, in our sole discretion, determine whether any particular transaction request is in Good Order,good order, and Wewe reserve the right to change or waive any Good Ordergood order requirements at any time.
Market Value Adjustment (MVA): A positive or negative adjustment assessed if you withdraw the total contract value to transfer that value to another funding vehicle, you make a total withdrawal of the Fixed Account contract value, or we terminate the contract pursuant to the terms of the contract.
Owner (you, your): The plan sponsor or trustee of the plan.
Plan: The retirement plan under which the contract is issued and which meets the requirements of Code Sections 401 (including 401(k)) or 457.
RiverSource Life: In this prospectus, “we,” “us,” “our” and “RiverSource Life” refer to determineRiverSource Life Insurance Company.
Service Center: Our department that processes all transaction and service requests for the rate of return for each Segment. For purposescontracts. We consider all transaction and service requests received when they arrive in good order at the Service Center. Any transaction or service requests sent or directed to any location other than our Service Center may end up delayed or not processed. Our Service Center address and telephone number are listed on the first page of this Contract, an Exchange Traded Fund (ETF)prospectus.
Valuation date: Any normal business day, Monday through Friday, on which the NYSE is considered an index.
close of business values we calculate on the percentagevaluation date we received your payment or transaction request. On the other hand, if we receive your purchase payment or transaction request in good order at our Service Center at or after the close of Segment Value that is surrendered (i.e.business, we will process your payment or transaction using the Investment Base is reduced by more or less thanclose of business values we calculate on the dollar amount surrendered depending on whether the Segment Value is less than or greater than the Investment Base,next valuation date.
Variable account: Separate subaccounts to which is generally dependent uponyou may allocate purchase payments; each invests in shares of one fund. The value of your investment in each subaccount changes with the performance of the Index in additionparticular fund.
3 RiverSource Fixed Account Interests — Prospectus
This section discusses risks associated with the Fixed Account. Please refer to other factors. See “Valuing Your Investment – Indexed Account(s) Value”your contract prospectus for more information). information about risks associated with your contract.
Interest Rate Risk
The Investment Base is separate from Your Contract Value and Segment Value and cannot be withdrawn in a lump sum or annuitizedFixed Account pays an interest rate declared by us when you make an allocation to that account and is not payable as a death benefit.
Liquidity Risk
We guarantee the contract by Your spouse under the Spouse's Option to Continue Contract provision, redefines "Owner," "You" and "Your" as the new Owner.
| Six-year schedule | Three-year schedule | ||
| Contract Year* | Surrender Charge percentage applied to purchase payments surrendered | Contract Year* | Surrender Charge percentage applied to purchase payments surrendered |
| 1 | 8% | 1 | 8% |
| 2 | 7 | 2 | 7 |
| 3 | 6 | 3 | 6 |
| 4 | 5 | 4+ | 0 |
| 5 | 4 | ||
| 6 | 3 | ||
| 7+ | 0 | ||
Market Value Adjustment Risk
We will be reduced proportionally based onapply an MVA to total withdrawals from the percentage of Contract Value that is withdrawn. This proportionate reductionFixed Account as described above. The MVA may be larger thannegative, positive or result in no change depending on how the dollar amount of the partial surrender.
Investment Risk
We guarantee the contract anniversary which limits Your abilityvalue allocated to participate in potential returns associated with the Indexed Accounts or to receive the Fixed Account, including interest rate.
Financial Strength
All guarantees under the Fixed Account are subject to the creditworthiness and continued claims-paying ability of RiverSource Life.
Cybersecurity and Systems Integrity
Increasingly, businesses are dependent on the continuity, security, and effective operation of various technology systems. The nature of our business depends on the continued effective operation of our systems and those of our business partners.
This dependence makes Usus susceptible to operational and information security risks from cyber-attacks. These risks may include the following:
the corruption or destruction of data;
theft, misuse or dissemination of data to the public, including your information we hold; and
denial of service attacks on our website or other forms of attacks on our systems and the software and hardware we use to run them.
These attacks and their consequences can negatively impact Your Contract, Youryour investment in the Fixed Account, your privacy, Youryour ability to conduct transactions, under Your Contract, or Youryour ability to receive timely service from Us.
RiverSource Structured Solutions annuityFixed Account Interests — Prospectus 15
You should consult a tax adviser with respect to legislative developments and their effect on the Contract.
| Six-year schedule | Three-year schedule | ||
| Contract Year* | Surrender Charge percentage applied to purchase payments surrendered | Contract Year* | Surrender Charge percentage applied to purchase payments surrendered |
| 1 | 8% | 1 | 8% |
| 2 | 7 | 2 | 7 |
| 3 | 6 | 3 | 6 |
| 4 | 5 | 4+ | 0 |
| 5 | 4 | ||
| 6 | 3 | ||
| 7+ | 0 | ||
In addition, a market value adjustment is imposed on the Fixed Account if the owner cancels the value of the Fixed Account due to total withdrawal, contract transfer or contract termination. The amount of the market value adjustment approximates the gain or loss resulting from sale by RiverSource Life of assets purchased with purchase payments.
A Market Value Adjustment (MVA) applies only when we pay out the Fixed Account value in a lump sum when:
| ● | you withdraw the total contract value to transfer that value to another funding vehicle; |
| ● | you make a total withdrawal of the Fixed Account contract value; or |
| ● | we terminate the contract as described below. |
We may terminate the contract if:
| ● | you adopt an amendment to the plan that causes the plan to be materially different from the original plan (to be “materially different,” the amendment must cause a substantial change in the level of the dollar amounts of purchase payments or contract benefits paid by us); |
| ● | the plan fails to qualify or becomes disqualified under the appropriate sections of the Code; |
| ● | while the contract is in force, and prior to any withdrawal or contract termination, you offer under the plan a prohibited investment as a funding vehicle to which future contributions may be made (prohibited investments include: guaranteed investment contracts, bank investment contracts, annuity contracts with fixed and/or variable accounts, and funding vehicles providing a guarantee of principal); or |
| ● | you change to a record-keeper not approved by us. |
At your option, we will pay the contract value in a lump sum or in annual installment payouts. A lump sum payout will be subject to an applicable MVA to the Fixed Account value. We will apply the MVA to the contract value withdrawn from the Fixed Account after deducting any applicable contract charges. See “Charges” in your contract prospectus for information on fees and charges that apply under your contract.
No MVA applies if:
| ● | you make a partial withdrawal of the Fixed Account contract value; |
| ● | we pay you installment payments when you withdraw the total contract value and transfer that value to another funding vehicle or we terminate the contract; or |
| ● | you transfer contract values from the Fixed Account to the variable accounts. |
Calculating the MVA
The MVA will reflect the relationship between the current interest rate credited to new purchase payments allocated to the Fixed Account and the rate credited to all prior purchase payments. We calculate the MVA as follows:
MVA = Fixed Account value × (A – B) x C
5 RiverSource Fixed Account Interests — Prospectus
Where:
A = the weighted average interest rate (in decimal form) credited to all Fixed Account purchase payments made by you at the time of termination, rounded to four decimal places;
B = the interest rate (in decimal form) credited to new purchase payments to the contract at the time of termination or total withdrawal, rounded to four decimal places; and
C = the annuity factor, which represents the relationship between the contract year and the average duration of underlying investments from the following table:
| Contract year | Annuity factor | |||||
1-3 | 6.0 | |||||
4-6 | 5.0 | |||||
7+ | 4.0 |
The following examples show a downward and upward MVA.
| 1. | Assume: contract effective date of Oct. 1, 1993 |
contract termination date of July 1, 1998
contract year at termination is five
| Year | Purchase payments | Initial rate | Current rate | Accumulation account value | ||||||||||||
1 | $10,000 | 6.50% | 6.25% | $12,560 | ||||||||||||
2 | 8,000 | 6.00 | 6.25 | 9,870 | ||||||||||||
3 | 12,000 | 6.25 | 6.25 | 13,960 | ||||||||||||
4 | 15,000 | 7.50 | 6.75 | 16,660 | ||||||||||||
5 | 20,000 | 6.50 | 6.50 | 20,640 | ||||||||||||
Total accumulation account value = $73,690
Withdrawal charge = .03 × 73,690 = 2,211
Fixed Account value = 73,690 – 2,211 = 71,479
Weighted average interest rate = 6.433%
Interest rate on new purchase payments = 6.750
MVA = $71,479 × (.06433 – .06750) × 5.0 = $(1,132.94)
Market value = 71,479 – 1,132.94 = 70,346.06
| 2. | Assume: contract effective date of Jan. 15, 1994 |
contract termination date of Sept. 20, 1996
contract year at termination is three
| Year | Purchase payments | Initial rate | Current rate | Accumulation account value | ||||||||||||
1 | $15,000 | 7.00% | 6.25% | $17,710 | ||||||||||||
2 | 20,000 | 6.50 | 6.00 | 22,140 | ||||||||||||
3 | 25,000 | 5.50 | 5.50 | 25,910 | ||||||||||||
Total accumulation account value = $65,760
Withdrawal charge = .05 × 65,760 = 3,288
Fixed Account value = 65,760 – 3,288 = 62,472
Weighted average interest rate = 5.870%
Interest rate on new purchase payments = 5.250
MVA = $62,472 × (.05870 – .05250) × 6 = $2,323.96
Market value = 62,472 + 2,323.96 = 64,795.96
Valuing Your Investment in the Fixed Account
We value the amounts Youyou allocate to the Fixed Account at rates We determine from time to time at Our discretion. Each year, the interest rate fordirectly in dollars. The value of the Fixed Account equals:
the sum of your purchase payments and transfer amounts allocated to the Fixed Account;
plus interest credited;
RiverSource Fixed Account Interests — Prospectus 6
minus the sum of amounts withdrawn (including any applicable withdrawal charges) and amounts transferred out; and
minus any applicable charges under your contract.
See “Charges” in your contract prospectus for information on fees and charges that apply under your contract.
Transferring Contract Value To and From the Fixed Account
You may change See “Renewal Interest Rates, Caps, Upside Participation Rates and Annual Fees” for more information.
| Min. Cap | Min. Upside Participation Rate | Max. Annual Fee | |
| Standard Indexed Accounts | |||
| iShares U.S. Real Estate ETF 1-year with -10% Buffer | 2.00% | 100% | N/A |
| iShares U.S. Real Estate ETF 2-year with -10% Buffer | 4.00% | 100% | N/A |
| MSCI EAFE 1-year with -10% Buffer | 2.00% | 100% | N/A |
| MSCI EAFE 2-year with -10% Buffer | 4.00% | 100% | N/A |
| MSCI EAFE 3-year with -10% Buffer | 6.00% | 100% | N/A |
| MSCI EAFE 3-year with -15% Buffer | 6.00% | 100% | N/A |
| MSCI EAFE 6-year with -10% Buffer | 8.00% | 100% | N/A |
| MSCI EAFE 6-year with -15% Buffer | 8.00% | 100% | N/A |
| MSCI EAFE 6-year with -25% Buffer | 8.00% | 100% | N/A |
| MSCI Emerging Markets 1-year with -10% Buffer | 2.00% | 100% | N/A |
| MSCI Emerging Markets 2-year with -10% Buffer | 4.00% | 100% | N/A |
| Nasdaq 100 1-year with -10% Buffer | 2.00% | 100% | N/A |
| Nasdaq 100 2-year with -10% Buffer | 4.00% | 100% | N/A |
| Russell 2000 1-year with -10% Buffer | 2.00% | 100% | N/A |
| Russell 2000 2-year with -10% Buffer | 4.00% | 100% | N/A |
| Russell 2000 3-year with -10% Buffer | 6.00% | 100% | N/A |
| Russell 2000 3-year with -15% Buffer | 6.00% | 100% | N/A |
| Russell 2000 6-year with -10% Buffer | 8.00% | 100% | N/A |
| Russell 2000 6-year with -15% Buffer | 8.00% | 100% | N/A |
| Russell 2000 6-year with -25% Buffer | 8.00% | 100% | N/A |
| S&P 500 1-year with -10% Buffer | 2.00% | 100% | N/A |
| S&P 500 2-year with -10% Buffer | 4.00% | 100% | N/A |
| S&P 500 3-year with -10% Buffer | 6.00% | 100% | N/A |
| S&P 500 3-year with -15% Buffer | 6.00% | 100% | N/A |
| S&P 500 6-year with -10% Buffer | 8.00% | 100% | N/A |
| S&P 500 6-year with -15% Buffer | 8.00% | 100% | N/A |
| S&P 500 6-year with -25% Buffer | 8.00% | 100% | N/A |
| MSCI EAFE 1-year with -10% Floor | 2.00% | 100% | N/A |
| S&P 500 1-year with -10% Floor | 2.00% | 100% | N/A |
| Enhanced Upside Participation Indexed Accounts | |||
| MSCI EAFE 1-year with Enhanced Upside Participation and -10% Buffer | 2.00% | 100% | N/A |
| MSCI EAFE 3-year with Enhanced Upside Participation and -10% Buffer | 6.00% | 100% | N/A |
| MSCI EAFE 6-year with Enhanced Upside Participation and -10% Buffer | 8.00% | 100% | N/A |
| S&P 500 1-year with Enhanced Upside Participation and -10% Buffer | 2.00% | 100% | N/A |
| S&P 500 3-year with Enhanced Upside Participation and -10% Buffer | 6.00% | 100% | N/A |
| S&P 500 6-year with Enhanced Upside Participation and -10% Buffer | 8.00% | 100% | N/A |
| Annual Fee Indexed Accounts | |||
| MSCI EAFE 1-year with Annual Fee and -10% Buffer | 2.00% | N/A* | 8.00%** |
| MSCI EAFE 3-year with Annual Fee and -15% Buffer | 6.00% | N/A* | 8.00%** |
There is no charge for transfers. No MVA applies to transfers from the Fixed Account. Before making a transfer, you should consider the risks involved in changing investments. We may suspend or Floor applicable to a Segment if We substitute the Index.
See “Transferring Among Accounts” in your contract prospectus for additional transfer provisions that apply to the Segment Maturity Date, the Segment Value in any discontinued Indexed Accounts will need to be transferred to a different Indexed Account orinvestment options under your contract.
Withdrawals From the Fixed Account. If We do not receive transfer instructions from Account
You the Segment Value will be transferred to the Fixed Account.
Withdrawal charges and other charges applicable to your contract may apply. See “Charges” in an Indexed Account will beyour contract prospectus for more information regarding charges that apply under your contract. Federal income taxes and penalties may also apply. See “Taxes” in your contract prospectus for information about the sumtax consequences of withdrawing contract value. You should refer to the terms of the value in each Segmentparticular plan for that Indexed Account. A Segment is created each time an amount is allocated to an Indexed Account. Each Segment startsany further limitations or restrictions on the Contract Date or on a Contract Anniversary. There is not a minimum amount needed to start a Segment.
| Scenario | Index Value on Segment Maturity Date | Index Rate of Return | Segment Rate of Return | Segment Value on Segment Maturity Date |
| 1 | 1200 | (1200/1000) - 1 = 20.00% | 8.00% | $108,000 |
| 2 | 1035 | (1035/1000) - 1 = 3.50% | 3.50% | $103,500 |
| 3 | 950 | (950/1000) - 1 = -5.00% | -5.00% | $ 95,000 |
| 4 | 850 | (850/1000) - 1 = -15.00% | -10.00% | $ 90,000 |
| Scenario | Index Value on Segment Maturity Date | Index Rate of Return | Segment Rate of Return | Segment Value on Segment Maturity Date |
| 1 | 1200 | (1200/1000) - 1 = 20.00% | 8.00% | $108,000 |
| 2 | 1030 | (1030/1000) - 1 = 3.00% | 7.50% | $107,500 |
| 3 | 950 | (950/1000) - 1 = -5.00% | 0.00% | $100,000 |
| 4 | 850 | (850/1000) - 1 = -15.00% | -5.00% | $ 95,000 |
| Scenario | Index Value on Segment Maturity Date | Index Rate of Return | Segment Rate of Return | Segment Value on Segment Maturity Date |
| 1 | 1200 | (1200/1000) - 1 = 20.00% | 17.60% | $117,600 |
| 2 | 1020 | (1020/1000) - 1 = 2.00% | -0.40% | $ 99,600 |
| 3 | 950 | (950/1000) - 1 = -5.00% | -2.40% | $ 97,600 |
| 4 | 800 | (800/1000) - 1 = -20.00% | -7.40% | $ 92,600 |
| Year | Index Value on Prior Anniversary | Index Value on Current Anniversary | Index Rate of Return | Annual Lock Return | Annual Lock Value |
| 1 | 1000.00 | 1200.00 | (1200.00/1000.00) - 1 = 20.00% | 11.00% | $111,000.00 |
| 2 | 1200.00 | 1260.00 | (1260.00/1200.00) -1 = 5.00% | 5.00% | $116,550.00 |
| 3 | 1260.00 | 1197.00 | (1197.00/1260.00) - 1 = -5.00% | 0.00% | $116,550.00 |
| 4 | 1197.00 | 957.60 | (957.60/1197.00) - 1 = -20.00% | -10.00% | $104,895.00 |
| 5 | 957.60 | 1072.51 | (1072.51/957.60) - 1 = 12.00% | 11.00% | $116,433.45 |
| 6 | 1072.51 | 1147.59 | (1147.59/1072.51) - 1 = 7.00% | 7.00% | $124,583.79 |
You may specify the partial surrender is to be deducted from the Fixed and/or a specific Indexed Account(s). If an Indexed Account has multiple open Segments, the specified surrender will be deducted pro-rata from all open Segments for that Indexed Account. If You die following a surrender request, payment will be made to Your estate. Any amount surrendered is irrevocable. Upon surrender for the Surrender Value, this Contract will terminate.
| Number of Completed Years Since Annuitization | Surrender Charge percentage |
| 0 | Not applicable* |
| 1 | 5% |
| 2 | 4 |
| 3 | 3 |
| 4 | 2 |
| 5 | 1 |
| 6 and thereafter | 0 |
RiverSource Life Insurance Company
70100 Ameriprise Financial Center
Minneapolis, MN 55474
If we receive your transfer or withdrawal request at our Service Center in good order before the payment is partclose of an annuity payment plan, We generally computebusiness, we will process your transfer using the amountclose of federal income tax withholdingbusiness values we calculate on that valuation date. If we receive your transfer or withdrawal request at our Service Center in good order at or after the close business, we will process your transfer using payroll tables. You may provide Us with a statementthe close of how many exemptions to use in calculatingbusiness values we calculate on the withholding. If the distribution is any other type of payment (such as partial or full surrender) We compute federal income tax withholding using 10% of the taxable portion.
7 RiverSource Fixed Account Interests — Prospectus
There are a non-resident alien.
The death benefit under a nonqualified Contract is not exempt from estate (federal or state) taxes. In addition, for income tax purposes, any amount Your beneficiary receives that exceeds the remaining investmentGeneral Account
The general account includes all assets owned by RiverSource Life, other than those in the Contract is taxable as ordinary income to the beneficiary in the year he or she receives the payments. (See “Benefits in Case of Death — If You Die Before the Annuitization Start Date”).
For additional distribution information, please see your contract prospectus. There is no additional plan of the assets of the separate account. It is a non-unitized separate account established by Us under Minnesota law. The separate account is not registered under the Investment Company Act of 1940. You do not share in the investment performance of assets allocated to the separate account. All investment income, gains and losses, whetherdistribution or not realized, from assets allocated to the separate account are borne by Us. The obligations under the Contract are independent of the investment performance of the separate account and are the obligations of Us.
RiverSource Distributors, Inc. (RiverSource Distributors), our affiliate, serves as the principal underwriter and general distributor of the Contract.contract. Its offices are located at 82970100 Ameriprise Financial Center, Minneapolis, MN 55474. RiverSource Distributors is a wholly-owned subsidiary of Ameriprise Financial, Inc.
RiverSource Distributors is not required to sell any specific number or dollar amount of securities, but will use its best efforts to sell the securities offered.
Additional information about the underwriting agreement with RiverSource Distributors, Inc., including sales compensation, is included in your contract prospectus and in the statement of additional information that relates to your contract prospectus. This information applies regardless of whether you choose to invest in the Fixed Account, and there is no additional plan of distribution or sales compensation with respect to the Fixed Account.
We issue the interests in the Fixed Account and the contracts they are offered under. We are a stock life insurance company organized in 1957 under the laws of the Contract
We conduct a conventional life insurance business. We are licensed to do business in 49 states, the District of Columbia and American Samoa. Our primary products currently include fixed and variable annuity
Insurance companies have been the subject of increasing regulatory, legislative and judicial scrutiny. Numerous state and federal regulatory agencies have commenced examinations and other inquiries of insurance companies regarding sales and marketing practices (including sales to older consumers and disclosure practices), claims handling, and unclaimed property and escheatment practices and
RiverSource Fixed Account Interests — Prospectus 8
procedures. RiverSource Life has cooperated and will continue to cooperate with the applicable regulators.
Uncertain economic conditions, heightened and sustained volatility in the financial markets and significant financial reform legislation may increase the likelihood that clients and other persons or regulators may present or threaten legal claims or that regulators increase the scope or frequency of examinations of RiverSource Life or the insurance industry generally.
The financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 20202021 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The SEC allows Us to “incorporate by reference” the information We have filed with the SEC. This means that We can disclose important information to You without actually including the specific information in this prospectus by referring You to other documents filed separately with the SEC. The information incorporated by reference is an important part of this prospectus. Information that We later provide to the SEC, and which is deemed to be “filed” with the SEC, will automatically update information previously filed with the SEC, and may replace information in this prospectus and information previously filed with the SEC. We incorporate by reference RiverSource Life Insurance Company’s annual report on Form 10-K for the year ended December 31, 20202021 as filed with the SEC on February 24, 2021,[TBD], 2022, File No.033-28976No. 033-28976 in accordance with the Securities Exchange Act of 1934, as amended and any filings We make with the SEC under Sections 13(a) or 15(d) of the Securities Exchange Act (excluding information deemed to be furnished and not filed with the SEC) after the effective date of this registration statement, until all offerings under the registration statement of which this prospectus forms a part are completed or terminated. The annual report contains additional information about RiverSource Life Insurance Company, including audited financial statements for the latest fiscal year.
RiverSource Life will furnish You without charge a copy of any or all of the documents incorporated by reference into this prospectus, including any exhibits to such documents which have been specifically incorporated by reference. We will do so upon receipt of Your written or oral request. You can contact RiverSource Life at the telephone number and address listed on the first page of this prospectus.
This prospectus is part of a registration statement Wewe file with the SEC. Additional information on RiverSource Life and on this offering is available in the registration statement and other materials Wewe file. You can obtain copies of these materials at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy
9 RiverSource Fixed Account Interests — Prospectus
and information statements and other information regarding issuers that file electronically with the SEC. This prospectus, other information about the Contractcontract and other information incorporated by reference are available on the EDGAR Database on the SEC’s Internet site at (http://www.sec.gov).
| Example Number | #1 | #2 | #3 | #4 | #5 | #6 |
| Segment Type | 1 Year Buffer | 3 Year Buffer | 6 Year Buffer | 6 Year Buffer | 1 Year Annual Fee | 3 Year Annual Lock |
| Investment Base | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 |
| Segment Duration (months) | 12 | 36 | 72 | 72 | 12 | 36 |
| Months Since Segment Start Date | 3 | 18 | 12 | 69 | 6 | 3 |
| Buffer Level | -10% | -15% | -25% | -25% | -10% | -10% |
| Cap | 11% | 30% | 100% | 100% | No Cap | 11% |
| Upside Participation Rate | 100% | 100% | 100% | 100% | 100% | 100% |
| Annual Fee (if applicable) | N/A | N/A | N/A | N/A | 1.50% | N/A |
| Months Remaining in Segment | 9 | 18 | 60 | 3 | 6 | 33 |
| Example Number | #1 | #2 | #3 | #4 | #5 | #6 |
| Segment Type | 1 Year Buffer | 3 Year Buffer | 6 Year Buffer | 6 Year Buffer | 1 Year Annual Fee | 3 Year Annual Lock |
| Hypothetical Value of Derivatives Excluding Transaction Costs | 5.17% | 9.98% | 16.57% | 11.00% | 11.80% | 6.08% |
| Less Estimated Transaction Costs | 0.15% | 0.30% | 1.00% | 0.05% | 0.10% | 0.55% |
| 1. Hypothetical Value of Derivatives | 5.02% | 9.68% | 15.57% | 10.95% | 11.70% | 5.53% |
| 2. Hypothetical Value of Fixed Assets | 99.57% | 98.63% | 85.00% | 99.55% | 98.39% | 98.48% |
| 3. Present Value of Annual Fees | 0.00% | 0.00% | 0.00% | 0.00% | 1.48% | 0.00% |
| 4. Proxy Value = #1 + #2 - #3 | 104.58% | 108.31% | 100.57% | 110.51% | 108.61% | 104.01% |
| 5. Prorated Cap | 102.75% | 115.00% | 116.67% | 195.83% | No Cap | 102.75%¹ |
| 6. Segment Value = Investment Base * Lesser of #4 and #5 | $1,027.50 | $1,083.12 | $1,005.73 | $1,105.05 | $1,086.06 | $ 1,027.50 |
| Hypothetical $1000 Investment With 10% Return2 | $1,100.00 | $1,100.00 | $1,100.00 | $1,100.00 | $1,100.00 | $ 1,100.00 |
| Segment Value Less Hypothetical Investment | -$ 72.50 | -$ 16.88 | -$ 94.27 | $ 5.05 | -$ 13.94 | -$ 72.50 |
| Impact to Values Due to Partial Surrender | ||||||
| 7. Partial Surrender Amount | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 |
| 8. Proportionate Adjustment to Investment Base = Investment Base * (#7 / #6) | $ 97.32 | $ 92.33 | $ 99.43 | $ 90.49 | $ 92.08 | $ 97.32 |
| 9. Investment Base After Partial Surrender = Investment Base - #8 | $ 902.68 | $ 907.67 | $ 900.57 | $ 909.51 | $ 907.92 | $ 902.68 |
| 10. Segment Value After Partial Surrender = #9 * Lesser of #4 and #5 | $ 927.50 | $ 983.12 | $ 905.73 | $1,005.05 | $ 986.06 | $ 927.50 |
| Hypothetical $1000 Investment With 10% Return2 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | $ 1,000.00 |
| Segment Value Less Hypothetical Investment | -$ 72.50 | -$ 16.88 | -$ 94.27 | $ 5.05 | -$ 13.94 | -$ 72.50 |
| Example Number | #1 | #2 | #3 | #4 | #5 | #6 |
| Segment Type | 1 Year Buffer | 3 Year Buffer | 6 Year Buffer | 6 Year Buffer | 1 Year Annual Fee | 3 Year Annual Lock |
| Hypothetical Value of Derivatives Excluding Transaction Costs | -4.14% | -1.43% | 4.16% | 0.62% | -3.10% | -2.87% |
| Less Estimated Transaction Costs | 0.15% | 0.30% | 1.00% | 0.05% | 0.10% | 0.55% |
| 1. Hypothetical Value of Derivatives | -4.29% | -1.73% | 3.16% | 0.57% | -3.20% | -3.42% |
| 2. Hypothetical Value of Fixed Assets | 99.57% | 98.63% | 85.00% | 99.55% | 98.39% | 98.48% |
| 3. Present Value of Annual Fees | 0.00% | 0.00% | 0.00% | 0.00% | 1.48% | 0.00% |
| 4. Proxy Value = #1 + #2 - #3 | 95.28% | 96.90% | 88.17% | 100.12% | 93.71% | 95.06% |
| 5. Prorated Cap | 102.75% | 115.00% | 116.67% | 195.83% | No Cap | 102.75%¹ |
| 6. Segment Value = Investment Base * Lesser of #4 and #5 | $ 952.79 | $ 969.01 | $ 881.66 | $1,001.24 | $ 937.06 | $ 950.56 |
| Hypothetical $1000 Investment With -10% Return2 | $ 900.00 | $ 900.00 | $ 900.00 | $ 900.00 | $ 900.00 | $ 900.00 |
| Segment Value Less Hypothetical Investment | $ 52.79 | $ 69.01 | -$ 18.34 | $ 101.24 | $ 37.06 | $ 50.56 |
| Impact to Values Due to Partial Surrender | ||||||
| 7. Partial Surrender Amount | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 |
| 8. Proportionate Adjustment to Investment Base = Investment Base * (#7 / #6) | $ 104.95 | $ 103.20 | $ 113.42 | $ 99.88 | $ 106.72 | $ 105.20 |
| 9. Investment Base After Partial Surrender = Investment Base - #8 | $ 895.05 | $ 896.80 | $ 886.58 | $ 900.12 | $ 893.28 | $ 894.80 |
| 10. Segment Value After Partial Surrender = #9 * Lesser of #4 and #5 | $ 852.79 | $ 869.01 | $ 781.66 | $ 901.24 | $ 837.06 | $ 850.56 |
| Hypothetical $1000 Investment With -10% Return2 | $ 800.00 | $ 800.00 | $ 800.00 | $ 800.00 | $ 800.00 | $ 800.00 |
| Segment Value Less Hypothetical Investment | $ 52.79 | $ 69.01 | -$ 18.34 | $ 101.24 | $ 37.06 | $ 50.56 |
| Example Number | #1 | #2 | #3 | #4 | #5 | #6 |
| Segment Type | 1 Year Buffer | 3 Year Buffer | 6 Year Buffer | 6 Year Buffer | 1 Year Annual Fee | 3 Year Annual Lock |
| Hypothetical Value of Derivatives Excluding Transaction Costs | 9.29% | 18.56% | 28.34% | 29.99% | 30.12% | 10.05% |
| Less Estimated Transaction Costs | 0.15% | 0.30% | 1.00% | 0.05% | 0.10% | 0.55% |
| 1. Hypothetical Value of Derivatives | 9.14% | 18.26% | 27.34% | 29.94% | 30.02% | 9.50% |
| 2. Hypothetical Value of Fixed Assets | 99.57% | 98.63% | 85.00% | 99.55% | 98.39% | 98.48% |
| 3. Present Value of Annual Fees | 0.00% | 0.00% | 0.00% | 0.00% | 1.48% | 0.00% |
| 4. Proxy Value = #1 + #2 - #3 | 108.70% | 116.90% | 112.35% | 129.49% | 126.92% | 107.98% |
| 5. Prorated Cap | 102.75% | 115.00% | 116.67% | 195.83% | No Cap | 102.75%¹ |
| 6. Segment Value = Investment Base * Lesser of #4 and #5 | $1,027.50 | $1,150.00 | $1,123.46 | $1,294.94 | $1,269.22 | $ 1,027.50 |
| Hypothetical $1000 Investment With 30% Return2 | $1,300.00 | $1,300.00 | $1,300.00 | $1,300.00 | $1,300.00 | $ 1,300.00 |
| Segment Value Less Hypothetical Investment | -$ 272.50 | -$ 150.00 | -$ 176.54 | -$ 5.06 | -$ 30.78 | -$ 272.50 |
| Impact to Values Due to Partial Surrender | ||||||
| 7. Partial Surrender Amount | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 |
| 8. Proportionate Adjustment to Investment Base = Investment Base * (#7 / #6) | $ 97.32 | $ 86.96 | $ 89.01 | $ 77.22 | $ 78.79 | $ 97.32 |
| 9. Investment Base After Partial Surrender = Investment Base - #8 | $ 902.68 | $ 913.04 | $ 910.99 | $ 922.78 | $ 921.21 | $ 902.68 |
| 10. Segment Value After Partial Surrender = #9 * Lesser of #4 and #5 | $ 927.50 | $1,050.00 | $1,023.46 | $1,194.94 | $1,169.22 | $ 927.50 |
| Hypothetical $1000 Investment With 30% Return2 | $1,200.00 | $1,200.00 | $1,200.00 | $1,200.00 | $1,200.00 | $ 1,200.00 |
| Segment Value Less Hypothetical Investment | -$ 272.50 | -$ 150.00 | -$ 176.54 | -$ 5.06 | -$ 30.78 | -$ 272.50 |
| Example Number | #1 | #2 | #3 | #4 | #5 | #6 |
| Segment Type | 1 Year Buffer | 3 Year Buffer | 6 Year Buffer | 6 Year Buffer | 1 Year Annual Fee | 3 Year Annual Lock |
| Hypothetical Value of Derivatives Excluding Transaction Costs | -19.74% | -15.64% | -8.73% | -5.95% | -19.73% | -17.90% |
| Less Estimated Transaction Costs | 0.15% | 0.30% | 1.00% | 0.05% | 0.10% | 0.55% |
| 1. Hypothetical Value of Derivatives | -19.89% | -15.94% | -9.73% | -6.00% | -19.83% | -18.45% |
| 2. Hypothetical Value of Fixed Assets | 99.57% | 98.63% | 85.00% | 99.55% | 98.39% | 98.48% |
| 3. Present Value of Annual Fees | 0.00% | 0.00% | 0.00% | 0.00% | 1.48% | 0.00% |
| 4. Proxy Value = #1 + #2 - #3 | 79.67% | 82.69% | 75.28% | 93.55% | 77.08% | 80.03% |
| 5. Prorated Cap | 102.75% | 115.00% | 116.67% | 195.83% | No Cap | 102.75%¹ |
| 6. Segment Value = Investment Base * Lesser of #4 and #5 | $ 796.73 | $ 826.95 | $ 752.78 | $ 935.54 | $ 770.75 | $ 800.34 |
| Hypothetical $1000 Investment With -30% Return2 | $ 700.00 | $ 700.00 | $ 700.00 | $ 700.00 | $ 700.00 | $ 700.00 |
| Segment Value Less Hypothetical Investment | $ 96.73 | $ 126.95 | $ 52.78 | $ 235.54 | $ 70.75 | $ 100.34 |
| Impact to Values Due to Partial Surrender | ||||||
| 7. Partial Surrender Amount | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 |
| 8. Proportionate Adjustment to Investment Base = Investment Base * (#7 / #6) | $ 125.51 | $ 120.93 | $ 132.84 | $ 106.89 | $ 129.74 | $ 124.95 |
| 9. Investment Base After Partial Surrender = Investment Base - #8 | $ 874.49 | $ 879.07 | $ 867.16 | $ 893.11 | $ 870.26 | $ 875.05 |
| 10. Segment Value After Partial Surrender = #9 * Lesser of #4 and #5 | $ 696.73 | $ 726.95 | $ 652.78 | $ 835.54 | $ 670.75 | $ 700.34 |
| Hypothetical $1000 Investment With -30% Return2 | $ 600.00 | $ 600.00 | $ 600.00 | $ 600.00 | $ 600.00 | $ 600.00 |
| Segment Value Less Hypothetical Investment | $ 96.73 | $ 126.95 | $ 52.78 | $ 235.54 | $ 70.75 | $ 100.34 |
| Contract with Gain | Contract with Loss | ||||
| Contract Value just prior to surrender: | $120,000.00 | $ 80,000.00 | |||
| Contract Value on prior anniversary: | $114,000.00 | $ 84,000.00 | |||
| We calculate the Surrender Charge as follows: | |||||
| Step 1. | First, We determine the amount of earnings available in the Contract at the time of surrender as: | ||||
| Contract Value just prior to surrender (CV): | $120,000.00 | $ 80,000.00 | |||
| Less purchase payments received and not previously surrendered (PP): | $100,000.00 | $100,000.00 | |||
| Earnings in the Contract (but not less than zero): | $ 20,000.00 | $ 0.00 | |||
| Step 2. | Next, We determine the Total Free Amount (FA) available in the Contract as the greatest of the following values: | ||||
| Earnings in the Contract: | $ 20,000.00 | $ 0.00 | |||
| 10% of the prior anniversary’s Contract Value: | $ 11,400.00 | $ 8,400.00 | |||
| FA (but not less than zero): | $ 20,000.00 | $ 8,400.00 | |||
| Step 3. | Next We determine PPF, the amount by which the Total Free Amount (FA) exceeds earnings. | ||||
| Total free amount (FA): | $ 20,000.00 | $ 8,400.00 | |||
| Less earnings in the Contract: | $ 20,000.00 | $ 0.00 | |||
| PPF (but not less than zero): | $ 0.00 | $ 8,400.00 | |||
| Step 4. | Next We determine PS, the amount by which the Contract Value is reduced by the surrender. | ||||
| PS: | $120,000.00 | $ 80,000.00 | |||
| Step 5. | Now We can determine how much of the PP is being surrendered (PPS) as follows: | ||||
| Contract with Gain | Contract with Loss | ||||
| PPS | = PPF + PPSC | ||||
| = PPF + (PS − FA) / (CV − FA) * (PP − PPF) | |||||
| PPF from Step 3 = | $ 0.00 | $ 8,400.00 | |||
| PS from Step 4 = | $120,000.00 | $ 80,000.00 | |||
| CV from Step 1 = | $120,000.00 | $ 80,000.00 | |||
| FA from Step 2 = | $ 20,000.00 | $ 8,400.00 | |||
| PP from Step 1 = | $100,000.00 | $100,000.00 | |||
| PPS = | $100,000.00 | $100,000.00 | |||
| Step 6. | We then calculate the Surrender Charge as a percentage of PPS. Note that for a Contract with a loss, PPS may be greater than the amount You request to surrender: | ||||
| PPS: | $100,000.00 | $100,000.00 | |||
| less PPF: | $ 0.00 | $ 8,400.00 | |||
| PPSC = amount of PPS subject to a Surrender Charge: | $100,000.00 | $ 91,600.00 | |||
| multiplied by the Surrender Charge rate: | x6.0% | x6.0% | |||
| Surrender Charge: | $ 6,000.00 | $ 5,496.00 | |||
| Step 7. | The dollar amount You will receive as a result of Your full surrender is determined as: | ||||
| Contract Value surrendered: | $120,000.00 | $ 80,000.00 | |||
| Surrender Charge: | ($ 6,000.00) | ($ 5,496.00) | |||
| Net full surrender proceeds: | $114,000.00 | $ 74,504.00 | |||
| Contract with Gain | Contract with Loss | ||||
| Contract Value just prior to partial surrender: | $120,000.00 | $ 80,000.00 | |||
| Contract Value on prior anniversary: | $114,000.00 | $ 84,000.00 | |||
| Iterative Process: We determine the amount of Contract Value that must be surrendered in order for the net partial surrender proceeds to match the amount requested. We start with an estimate of the amount of Contract Value to surrender (i.e. amount You request) and calculate the resulting Surrender Charge and net partial surrender proceeds as illustrated below. We then adjust our estimate (i.e. next estimate is equal to the previous estimate plus the difference between the requested amount and the net partial surrender that was calculated). We then repeat this process until We determine the amount of Contract Value to surrender that generates the desired net partial surrender proceeds. | |||||
| We calculate the Surrender Charge for each estimate as follows: | |||||
| Step 1. | First, We determine the amount of earnings available in the Contract at the time of surrender as: | ||||
| Contract Value just prior to partial surrender (CV): | $120,000.00 | $ 80,000.00 | |||
| Less purchase payments received and not previously surrendered (PP): | $100,000.00 | $100,000.00 | |||
| Earnings in the Contract (but not less than zero): | $ 20,000.00 | $ 0.00 | |||
| Step 2. | Next, We determine the Total Free Amount (FA) available in the Contract as the greatest of the following values: | ||||
| Earnings in the Contract: | $ 20,000.00 | $ 0.00 | |||
| 10% of the prior anniversary’s Contract Value: | $ 11,400.00 | $ 8,400.00 | |||
| Contract with Gain | Contract with Loss | ||||
| FA (but not less than zero): | $ 20,000.00 | $ 8,400.00 | |||
| Step 3. | Next We determine PPF, the amount by which the total free amount (FA) exceeds earnings | ||||
| Total Free amount (FA): | $ 20,000.00 | $ 8,400.00 | |||
| Less earnings in the Contract: | $ 20,000.00 | $ 0.00 | |||
| PPF (but not less than zero): | $ 0.00 | $ 8,400.00 | |||
| Step 4. | Next We determine PS, the amount by which the Contract Value is reduced by the surrender | ||||
| PS (determined by iterative process described above): | $ 30,638.30 | $ 31,795.86 | |||
| Step 5. | Now We can determine how much of the PP is being surrendered (PPS) as follows: | ||||
| PPS | = PPF + PPSC | ||||
| = PPF + (PS − FA) / (CV − FA) * (PP − PPF) | |||||
| PPF from Step 3 = | $ 0.00 | $ 8,400.00 | |||
| PS from Step 4 = | $ 30,638.30 | $ 31,795.86 | |||
| CV from Step 1 = | $120,000.00 | $ 80,000.00 | |||
| FA from Step 2 = | $ 20,000.00 | $ 8,400.00 | |||
| PP from Step 1 = | $100,000.00 | $100,000.00 | |||
| PPS = | $ 10,638.30 | $ 38,331.02 | |||
| Step 6. | We then calculate the Surrender Charge as a percentage of PPS. Note that for a Contract with a loss, PPS may be greater than the amount You request to surrender: | ||||
| PPS: | $ 10,638.30 | $ 38,331.02 | |||
| less PPF: | $ 0.00 | $ 8,400.00 | |||
| PPSC = amount of PPS subject to a Surrender Charge: | $ 10,638.30 | $ 29,931.02 | |||
| multiplied by the Surrender Charge rate: | x6.0% | x6.0% | |||
| Surrender Charge: | $ 638.30 | $ 1,795.86 | |||
| Step 7. | The dollar amount You will receive as a result of Your partial surrender is determined as: | ||||
| Contract Value surrendered: | $ 30,638.30 | $ 31,795.86 | |||
| Surrender Charge: | ($ 638.30) | ($ 1,795.86) | |||
| Net partial surrender proceeds: | $ 30,000.00 | $ 30,000.00 | |||
RiverSource Life Insurance Company (“Licensee”) is in the licensing of the Nasdaq-100 Index® and certain trade names of the Corporations and the use of the Nasdaq-100 Index® which is determined, composed and calculated by Nasdaq without regard to Licensee or the Product(s). Nasdaq has no obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the Nasdaq-100 Index®. The Corporations are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. The Corporations have no liability in connection with the administration, marketing or trading of the Product(s).
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized list of the estimated expenses to be incurred in connection with the issuance and distribution of the securities being offered:
Registration Fee: | $ | 545,500 | $ | 0 | ||||
Printing and Filing Expenses: | $ | 3,000 | $ | 2,900 | * | |||
Legal Fees and Expenses: | N/A | N/A | ||||||
Audit Fees: | $ | _____ | * | |||||
Accounting Fees and Expenses: | 7,500 | N/A | ||||||
*Estimated expense.
Item 15. 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 16. Exhibits
See the Exhibit Index immediately preceding the signature page to this registration statement for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
Item 17. Undertakings
(a) The undersigned 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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, provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this 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 to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time may be deemed to be the initial bona fide offering thereof;
(3) 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; and
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be 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.
c) Insofar as indemnification for liabilities 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.
EXHIBIT INDEX
| Power of Attorney to sign | ||
| Ex-107 | Filing Fees Table filed herewith. |
| * | Filed |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, RiverSource Life Insurance Company, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and 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 21st25th day of April, 2021.February, 2022.
RiverSource Life Insurance Company | ||
| (Registrant) | ||
By | /s/ | |
| Gumer C. Alvero | |
Gumer C. Alvero Interim Chairman of the Board and | ||
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 21st25th day of April, 2021.February, 2022.
Signature | Title | |||
| /s/ Gumer C. Alvero |
| |||
| Interim Chairman of the Board | |||
| (Chief Executive Officer) | |||
| Gumer C. Alvero | ||||
/s/ Michael J. Pelzel | Senior Vice President – Corporate Tax | |||
| Michael J. Pelzel | ||||
/s/ Stephen P. | Director, Senior Vice President and Chief Actuary | |||
| Stephen P. Blaske | ||||
/s/ Shweta | Senior Vice President and Treasurer | |||
| Shweta Jhanji | ||||
/s/ Brian J. | Director, Executive Vice President and Chief Financial Officer (Chief Financial Officer) | |||
| Brian J. McGrane | ||||
/s/ Jeninne C. | Director | |||
| Jeninne C. McGee | ||||
/s/ Gene R. Tannuzzo | Director | |||
| Gene R. Tannuzzo | ||||
/s/ Gregg L. Ewing
| Vice President and Controller (Principal Accounting Officer) | |||
| Gregg L. Ewing | ||||
Signed pursuant Power of Attorney to sign Amendment to this Registration Statement, dated Jan. 11, 2022, filed electronically herewith, by:
|
/s/ Nicole D. Wood | ||
Nicole D. Wood | ||
Assistant General Counsel and Assistant Secretary |