Table of Contents
Registration Statement No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RIVERSOURCE LIFE INSURANCE COMPANY
(Exact name of registrant as specified in charter)
Minnesota | 41-0823832 | |
(State or other jurisdiction of incorporation or organization) | (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)
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: As soon as practicable after the effective date of 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, anon-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 | ☒ (Do not check if a smaller reporting company) | 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 offering price* | Amount of registration fee** | ||||
Fixed Account Interests offered in connection with Group, Unallocated Deferred Combination Fixed/Variable Annuity Contracts for Qualified Retirement Plans | — | — | $0 | $0 |
* | 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. |
** | No new securities are being registered pursuant to this registration statement on FormS-3. |
Pursuant to Rule 415 (a)(6) under the Securities Act of 1933, 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 to this Registration Statement on FormS-3. No filing fee is currently due in connection with the securities being carried forward to this Registration Statement.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus dated April 29, 2019, contained herein also relates to and constitutes a post-effective amendment to Registration StatementsNo. 333-210981,333-149951 and33-48701.
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.
Table of Contents
PART I.
INFORMATION REQUIRED IN PROSPECTUS
Table of Contents
Issued by: | RiverSource Life Insurance Company (RiverSource Life) |
70100 Ameriprise Financial Center Minneapolis, MN 55474 Telephone: 1-800-862-7919 (Service Center) ameriprise.com/variableannuities RiverSource Account F |
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• | the subaccounts of the variable account, each of which invests in a fund with a particular investment objective. The value of each subaccount varies with the performance of the particular fund in which it invests. We cannot guarantee that the value at the retirement date will equal or exceed the total purchase payments you allocate to the subaccounts. (See “The Variable Account and the Funds”) |
• | the fixed account, which earns interest at a rate that we adjust periodically. (See “The Fixed Account”) |
• | guaranteed investment contracts; |
• | bank investment contracts; |
• | annuity contracts with fixed and/or variable accounts; or |
• | funding vehicles providing a guarantee of principal. (see “Contract Termination”) |
Contract year | Withdrawal charge percentage |
1 | 6% |
2 | 6 |
3 | 5 |
4 | 4 |
5 | 3 |
6 | 2 |
7 | 1 |
Thereafter | 0 |
Number of Completed Years Since Annuitization | Withdrawal charge percentage |
0 | Not applicable* |
1 | 5% |
2 | 4 |
3 | 3 |
4 | 2 |
5 | 1 |
6 and thereafter | 0 |
Guaranteed: | $1,000 ($250 per quarter) | |
Current: | $500 ($125 per quarter) |
Mortality and expense risk fee | 1% |
Minimum(%) | Maximum(%) | |
Total expenses before fee waivers and/or expense reimbursements | 0.60 | 1.02 |
(1) | Total annual fund operating expenses are deducted from amounts that are allocated to the fund. They include management fees and other expenses and may include distribution (12b-1) fees. Other expenses may include service fees that may be used to compensate service providers, including us and our affiliates, for administrative and contract owner services provided on behalf of the fund. The amount of these payments will vary by fund and may be significant. See “The Variable Account and the Funds” for additional information, including potential conflicts of interest these payments may create. Distribution (12b-1) fees are used to finance any activity that is primarily intended to result in the sale of fund shares. Because 12b-1 fees are paid out of fund assets on an ongoing basis, you may pay more if you select subaccounts investing in funds that have adopted 12b-1 plans than if you select subaccounts investing in funds that have not adopted 12b-1 plans. For a more complete description of each fund’s fees and expenses and important disclosure regarding payments the fund and/or its affiliates make, please review the fund’s prospectus and SAI. |
If you surrender your contract at the end of the applicable time period: | If you do not surrender your contract or if you select an annuity payout plan at the end of the applicable time period: | ||||||
1 year | 3 years | 5 years | 10 years | 1 year | 3 years | 5 years | 10 years |
$1,765 | $4,046 | $6,135 | $11,358 | $1,207 | $3,577 | $5,885 | $11,358 |
If you surrender your contract at the end of the applicable time period: | If you do not surrender your contract or if you select an annuity payout plan at the end of the applicable time period: | ||||||
1 year | 3 years | 5 years | 10 years | 1 year | 3 years | 5 years | 10 years |
$1,254 | $2,553 | $3,657 | $6,507 | $664 | $1,984 | $3,292 | $6,507 |
(*) | In these examples, the contract administrative charge is $1,000. |
(**) | In these examples, the contract administrative charge is $500. |
Year ended December 31, | 2018 | 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010 | 2009 |
Columbia Variable Portfolio – Balanced Fund (Class 3) (4/30/1986) | ||||||||||
Accumulation unit value at beginning of period | $8.81 | $7.77 | $7.38 | $7.33 | $6.72 | $5.59 | $4.94 | $4.87 | $4.37 | $3.56 |
Accumulation unit value at end of period | $8.21 | $8.81 | $7.77 | $7.38 | $7.33 | $6.72 | $5.59 | $4.94 | $4.87 | $4.37 |
Number of accumulation units outstanding at end of period (000 omitted) | 40,540 | 45,373 | 50,111 | 55,043 | 60,421 | 67,092 | 75,035 | 85,342 | 98,195 | 114,606 |
Columbia Variable Portfolio – Disciplined Core Fund (Class 3) (10/13/1981) | ||||||||||
Accumulation unit value at beginning of period | $19.70 | $16.02 | $14.99 | $15.03 | $13.17 | $9.95 | $8.83 | $8.47 | $7.29 | $5.93 |
Accumulation unit value at end of period | $18.77 | $19.70 | $16.02 | $14.99 | $15.03 | $13.17 | $9.95 | $8.83 | $8.47 | $7.29 |
Number of accumulation units outstanding at end of period (000 omitted) | 24,526 | 27,225 | 30,445 | 33,996 | 37,456 | 41,908 | 47,159 | 53,730 | 61,965 | 72,745 |
Columbia Variable Portfolio – Global Strategic Income Fund (Class 3) (5/1/1996) | ||||||||||
Accumulation unit value at beginning of period | $1.83 | $1.75 | $1.79 | $1.92 | $1.93 | $2.11 | $2.00 | $1.93 | $1.83 | $1.66 |
Accumulation unit value at end of period | $1.71 | $1.83 | $1.75 | $1.79 | $1.92 | $1.93 | $2.11 | $2.00 | $1.93 | $1.83 |
Number of accumulation units outstanding at end of period (000 omitted) | 4,245 | 4,815 | 5,705 | 6,788 | 8,509 | 10,149 | 13,462 | 15,112 | 17,789 | 19,806 |
Columbia Variable Portfolio – Government Money Market Fund (Class 3) (10/13/1981) | ||||||||||
Accumulation unit value at beginning of period | $2.89 | $2.91 | $2.94 | $2.96 | $2.99 | $3.02 | $3.05 | $3.08 | $3.11 | $3.14 |
Accumulation unit value at end of period | $2.90 | $2.89 | $2.91 | $2.94 | $2.96 | $2.99 | $3.02 | $3.05 | $3.08 | $3.11 |
Number of accumulation units outstanding at end of period (000 omitted) | 3,591 | 3,902 | 4,688 | 5,015 | 6,039 | 7,437 | 8,389 | 10,112 | 12,490 | 18,080 |
Columbia Variable Portfolio – High Yield Bond Fund (Class 3) (5/1/1996) | ||||||||||
Accumulation unit value at beginning of period | $2.96 | $2.81 | $2.54 | $2.60 | $2.53 | $2.41 | $2.10 | $2.01 | $1.78 | $1.17 |
Accumulation unit value at end of period | $2.82 | $2.96 | $2.81 | $2.54 | $2.60 | $2.53 | $2.41 | $2.10 | $2.01 | $1.78 |
Number of accumulation units outstanding at end of period (000 omitted) | 8,536 | 10,439 | 12,005 | 13,808 | 15,999 | 18,052 | 20,909 | 22,877 | 26,363 | 30,657 |
Columbia Variable Portfolio – Intermediate Bond Fund (Class 3) (10/13/1981) | ||||||||||
Accumulation unit value at beginning of period | $9.68 | $9.43 | $9.11 | $9.19 | $8.81 | $9.11 | $8.56 | $8.10 | $7.55 | $6.67 |
Accumulation unit value at end of period | $9.61 | $9.68 | $9.43 | $9.11 | $9.19 | $8.81 | $9.11 | $8.56 | $8.10 | $7.55 |
Number of accumulation units outstanding at end of period (000 omitted) | 9,503 | 10,969 | 12,611 | 14,201 | 16,269 | 18,981 | 23,749 | 26,406 | 30,937 | 35,631 |
Columbia Variable Portfolio – Mid Cap Growth Fund (Class 3) (6/1/2001) | ||||||||||
Accumulation unit value at beginning of period | $2.43 | $2.00 | $1.98 | $1.89 | $1.78 | $1.37 | $1.25 | $1.48 | $1.18 | $0.73 |
Accumulation unit value at end of period | $2.29 | $2.43 | $2.00 | $1.98 | $1.89 | $1.78 | $1.37 | $1.25 | $1.48 | $1.18 |
Number of accumulation units outstanding at end of period (000 omitted) | 55,923 | 62,225 | 69,385 | 77,880 | 85,290 | 95,864 | 108,665 | 127,098 | 148,423 | 174,431 |
Columbia Variable Portfolio – Overseas Core Fund (Class 3) (1/13/1992) | ||||||||||
Accumulation unit value at beginning of period | $2.76 | $2.19 | $2.35 | $2.26 | $2.50 | $2.07 | $1.77 | $2.04 | $1.81 | $1.44 |
Accumulation unit value at end of period | $2.27 | $2.76 | $2.19 | $2.35 | $2.26 | $2.50 | $2.07 | $1.77 | $2.04 | $1.81 |
Number of accumulation units outstanding at end of period (000 omitted) | 39,798 | 44,197 | 49,035 | 56,511 | 62,104 | 69,889 | 78,880 | 94,035 | 112,060 | 133,233 |
• | Investment objectives: The investment managers and advisers cannot guarantee that the funds will meet their investment objectives. Please read the funds’ prospectuses for facts you should know before investing. These prospectuses are available by contacting us at the address or telephone number on the first page of this prospectus. |
• | Fund name and management: A fund underlying your contract in which a subaccount invests may have a name, portfolio manager, objectives, strategies and characteristics that are the same or substantially similar to those of a publicly-traded retail mutual fund. Despite these similarities, an underlying fund is not the same as any publicly-traded retail mutual fund. Each underlying fund will have its own unique portfolio holdings, fees, operating expenses and operating results. The results of each underlying fund may differ significantly from any publicly-traded retail mutual fund. |
• | Eligible purchasers: All funds are available to serve as the underlying investments for variable annuities and variable life insurance policies. The funds are not available to the public (see “Fund Name and Management” above). Some funds also are available to serve as investment options for tax-deferred retirement plans. It is possible that in the future for tax, regulatory or other reasons, it may be disadvantageous for variable annuity accounts and variable life insurance accounts and/or tax-deferred retirement plans to invest in the available funds simultaneously. Although we and the funds’ providers do not currently foresee any such disadvantages, the boards of directors or trustees of each fund will monitor events in order to identify any material conflicts between annuity owners, policy owners and tax-deferred retirement plans and to determine what action, if any, should be taken in response to a conflict. If a board were to conclude that it should establish separate fund providers for the variable annuity, variable life insurance and tax-deferred retirement plan accounts, you would not bear any expenses associated with establishing separate funds. Please refer to the funds’ prospectuses for risk disclosure regarding simultaneous investments by variable annuity, variable life insurance and tax-deferred retirement plan accounts. Each fund intends to comply with the diversification requirements under Section 817(h) of the Code. |
• | Asset allocation programs may impact fund performance: Asset allocation programs in general may negatively impact the performance of an underlying fund. Even if you do not participate in an asset allocation program, a fund in which your subaccount invests may be impacted if it is included in an asset allocation program. Rebalancing or reallocation under the terms of the asset allocation program may cause a fund to lose money if it must sell large amounts of securities to meet a redemption request. These losses can be greater if the fund holds securities that are not as liquid as others, for example, various types of bonds, shares of smaller companies and securities of foreign issuers. A fund may also experience higher expenses because it must sell or buy securities more frequently than it otherwise might in the absence of asset allocation program rebalancing or reallocations. Because asset allocation programs include periodic rebalancing and may also include reallocation, these effects may occur under the asset allocation program we offer or under asset allocation programs used in conjunction with the contracts and plans of other eligible purchasers of the funds. |
• | Funds available under the contract: We seek to provide a broad array of underlying funds taking into account the fees and charges imposed by each fund and the contract charges we impose. We select the underlying funds in which the subaccounts initially invest and when there is substitution (see “Substitution of Investments”). We also make all decisions regarding which funds to retain in a contract, which funds to add to a contract and which funds will no longer be offered in a contract. In making these decisions, we may consider various objective and subjective factors. Objective factors include, but are not limited to fund performance, fund expenses, classes of fund shares available, size of the fund and investment objectives and investing style of the fund. Subjective factors include, but are not limited to, investment sub-styles and process, management skill and history at other funds and portfolio concentration and sector weightings. We also consider the levels and types of revenue a fund, its distributor, investment adviser, subadviser, transfer agent or their affiliates pay us and our affiliates. This revenue includes, but is not limited to compensation for administrative services provided with respect to the fund and support of marketing and distribution expenses incurred with respect to the fund. |
• | Money Market fund yield: In low interest rate environments, money market fund yields may decrease to a level where the deduction of fees and charges associated with your contract could result in negative net performance, resulting in a corresponding decrease in your contract value. |
• | Revenue we receive from the funds and potential conflicts of interest: |
• | Compensating, training and educating investment professionals who sell the contracts. |
• | Granting access to our employees whose job it is to promote sales of the contracts by authorized selling firms and their investment professionals, and granting access to investment professionals of our affiliated selling firms. |
• | Activities or services we or our affiliates provide that assist in the promotion and distribution of the contracts including promoting the funds available under the contracts to contract owners, authorized selling firms and investment professionals. |
• | Providing sub-transfer agency and shareholder servicing to contract owners. |
• | Promoting, including and/or retaining the fund’s investment portfolios as underlying investment options in the contracts. |
• | Advertising, printing and mailing sales literature, and printing and distributing prospectuses and reports. |
• | Furnishing personal services to contract owners, including education of contract owners regarding the funds, answering routine inquiries regarding a fund, maintaining accounts or providing such other services eligible for service fees as defined under the rules of the Financial Industry Regulatory Authority (FINRA). |
• | Subaccounting services, transaction processing, recordkeeping and administration. |
• | Sources of revenue received from affiliated funds: The affiliated funds are managed by Columbia Management or Columbia Wanger. The sources of revenue we receive from these affiliated funds, or the funds’ affiliates, may include, but are not necessarily limited to, the following: |
• | Assets of the fund’s adviser, sub-adviser, transfer agent, distributor or an affiliate of these. The revenue resulting from these sources may be based either on a percentage of average daily net assets of the fund or on the actual cost of certain services we provide with respect to the fund. We may receive this revenue either in the form of a cash payment or it may be allocated to us. |
• | Compensation paid out of 12b-1 fees that are deducted from fund assets. |
• | Sources of revenue received from unaffiliated funds: The unaffiliated funds are not managed by an affiliate of ours. The sources of revenue we receive from these unaffiliated funds, or the funds’ affiliates, may include, but are not necessarily limited to, the following: |
• | Assets of the fund’s adviser, sub-adviser, transfer agent, distributor or an affiliate of these. The revenue resulting from these sources may be based either on a percentage of average daily net assets of the fund or on the actual cost of certain services we provide with respect to the fund. We receive this revenue in the form of a cash payment. |
• | Compensation paid out of 12b-1 fees that are deducted from fund assets. |
Investing In | Investment Objective and Policies | Investment Adviser |
Columbia Variable Portfolio - Balanced Fund (Class 3) | Seeks maximum total investment return through a combination of capital growth and current income. | Columbia Management Investment Advisers, LLC |
Columbia Variable Portfolio - Disciplined Core Fund (Class 3) | Seeks to provide shareholders with capital appreciation. | Columbia Management Investment Advisers, LLC |
Columbia Variable Portfolio - Global Strategic Income Fund (Class 3) (previously Columbia Variable Portfolio - Global Bond Fund (Class 3)) | Non-diversified fund that seeks to provide shareholders with high total return through income and growth of capital. | Columbia Management Investment Advisers, LLC |
Columbia Variable Portfolio - Government Money Market Fund (Class 3) | Seeks to provide shareholders with maximum current income consistent with liquidity and stability of principal. | Columbia Management Investment Advisers, LLC |
Columbia Variable Portfolio - High Yield Bond Fund (Class 3) | Seeks to provide shareholders with high current income as its primary objective and, as its secondary objective, capital growth. | Columbia Management Investment Advisers, LLC |
Investing In | Investment Objective and Policies | Investment Adviser |
Columbia Variable Portfolio - Intermediate Bond Fund (Class 3) | Seeks to provide shareholders with a high level of current income while attempting to conserve the value of the investment for the longest period of time. | Columbia Management Investment Advisers, LLC |
Columbia Variable Portfolio - Mid Cap Growth Fund (Class 3) | Seeks to provide shareholders with growth of capital. | Columbia Management Investment Advisers, LLC |
Columbia Variable Portfolio - Overseas Core Fund (Class 3) | Seeks to provide shareholders with capital appreciation. | Columbia Management Investment Advisers, LLC |
70200 Ameriprise Financial Center
Minneapolis, MN 55474
• | first, to the extent possible, the subaccounts pay this fee from any dividends distributed from the funds in which they invest; |
• | then, if necessary, the funds redeem shares to cover any remaining fees payable. |
Contract year | Withdrawal charge percentage |
1 | 6% |
2 | 6 |
3 | 5 |
4 | 4 |
5 | 3 |
6 | 2 |
7 | 1 |
Contract year | Withdrawal charge percentage |
Thereafter | 0 |
Amount requested | or | $1,000 | = | $1,063.83 |
1.00 – withdrawal charge | .94 |
• | attains age 59 ½; |
• | purchases an immediate annuity under the annuity payout plans of this contract after separation from service; |
• | retires under the plan after age 55; |
• | becomes disabled (as defined by the Code); |
• | dies; |
• | encounters financial hardship as permitted under the plan and the Code; |
• | receives a loan as requested by the owner; or |
• | converts contract value to an IRA or other qualified annuity offered by us as requested by the owner. |
Number of Completed Years Since Annuitization | Withdrawal charge percentage |
0 | Not applicable* |
1 | 5% |
2 | 4 |
3 | 3 |
4 | 2 |
5 | 1 |
6 and thereafter | 0 |
• | the sum of your purchase payments and transfer amounts allocated to the fixed account; |
• | plus interest credited; |
• | minus the sum of amounts withdrawn (including any applicable withdrawal charges) and amounts transferred out; and |
• | minus any prorated portion of the contract administrative charge. |
• | adding the fund’s current net asset value per share, plus the per share amount of any accrued income or capital gain dividends to obtain a current adjusted net asset value per share; then |
• | dividing that sum by the previous adjusted net asset value per share; and |
• | subtracting the percentage factor representing the mortality and expense risk fee and the contract administrative charge from the result. |
• | additional purchase payments you allocate to the subaccounts; |
• | transfers into or out of the subaccounts; |
• | partial withdrawals; |
• | withdrawal charges; |
• | a prorated portion of the contract administrative charge. |
• | changes in fund net asset value; |
• | fund dividends distributed to the subaccounts; |
• | fund capital gains or losses; |
• | fund operating expenses; and |
• | mortality and expense risk fee and the contract administrative charge. |
• | If you request a total withdrawal, payment will equal the total contract value less the contract administrative charge, any applicable premium tax and withdrawal charge. |
• | You or the recordkeeper must state the reason for a partial withdrawal. |
• | If the contract has a balance in more than one account and you request a partial withdrawal, we will withdraw money from all your accounts in the same proportion as your value in each account correlates to your total contract value, unless requested otherwise. |
• | A market value adjustment may apply to total withdrawals from the fixed account. (See “Contract Transfer, Market Value Adjustment and Contract Termination.”) |
• | The rights of any person to benefits under the plans in which these contracts are issued will be subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the contract. |
• | We reserve the right to defer withdrawal payments from the fixed account for a period not to exceed six months from the date we receive the withdrawal request. |
• | Since contracts offered will be issued in connection with retirement plans you should refer to the terms of the particular plan for any further limitations or restrictions on withdrawals. |
• | You may pay withdrawal charges (see “Charges — Withdrawal Charge”) and IRS taxes and penalties (see “Taxes”). |
• | payable to you. |
• | mailed to address of record. |
• | the NYSE is closed, except for normal holiday and weekend closings; |
• | trading on the NYSE is restricted, according to SEC rules; |
• | an emergency, as defined by SEC rules, makes it impractical to sell securities or value the net assets of the accounts; or |
• | the SEC permits us to delay payment for the protection of security holders. |
• | the termination of participant’s employment; or |
• | other reasons which are acceptable to us and meet the requirements of the plan and the Code. |
• | 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. |
• | If we receive your transfer request in good order at our Service Center before the close of business, we will process your transfer using the accumulation unit value we calculate on the valuation date we received your transfer request. |
• | If we receive your transfer request in good order at our Service Center at or after the close of business, we will process your transfer using the accumulation unit value we calculate on the next valuation date after we received your transfer request. |
• | diluting the value of an investment in an underlying fund in which a subaccount invests; |
• | increasing the transaction costs and expenses of an underlying fund in which a subaccount invests; and, |
• | preventing the investment adviser(s) of an underlying fund in which a subaccount invests from fully investing the assets of the fund in accordance with the fund’s investment objectives. |
• | requiring transfer requests to be submitted only by first-class U.S. mail; |
• | not accepting hand-delivered transfer requests or requests made by overnight mail; |
• | not accepting telephone or electronic transfer requests; |
• | requiring a minimum time period between each transfer; |
• | not accepting transfer requests of an agent acting under power of attorney; |
• | limiting the dollar amount that you may transfer at any one time; |
• | suspending the transfer privilege; or |
• | modifying instructions under an automated transfer program to exclude a restricted fund if you do not provide new instructions. |
• | Each fund may restrict or refuse trading activity that the fund determines, in its sole discretion, represents market timing. |
• | Even if we determine that your transfer activity does not constitute market timing under the market timing policies described above which we apply to transfers you make under the contract, it is possible that the underlying fund’s market timing policies and procedures, including instructions we receive from a fund may require us to reject your transfer request. For example, while we disregard transfers permitted under any asset allocation, dollar-cost averaging and asset rebalancing programs that may be described in this prospectus, we cannot guarantee that an underlying fund’s market timing policies and procedures will do so. Orders we place to purchase fund shares for the variable account are subject to acceptance by the fund. We reserve the right to reject without prior notice to you any transfer request if the fund does not accept our order. |
• | Each underlying fund is responsible for its own market timing policies, and we cannot guarantee that we will be able to implement specific market timing policies and procedures that a fund has adopted. As a result, a fund’s returns might be adversely affected, and a fund might terminate our right to offer its shares through the variable account. |
• | Funds that are available as investment options under the contract may also be offered to other intermediaries who are eligible to purchase and hold shares of the fund, including without limitation, separate accounts of other insurance companies and certain retirement plans. Even if we are able to implement a fund’s market timing policies, we cannot guarantee that other intermediaries purchasing that same fund’s shares will do so, and the returns of that fund could be adversely affected as a result. |
70200 Ameriprise Financial Center
Minneapolis, MN 55474
* | Failure to provide Social Security Number or Taxpayer Identification Number may result in mandatory tax withholding on the taxable portion of the distribution. |
1. | We may pay the contract value in five annual installments beginning on the initial withdrawal date and then on each of the next four anniversaries of such date as follows: |
Installment payment | Percentage of then remaining contract value balance |
1 | 20% |
Installment payment | Percentage of then remaining contract value balance |
2 | 25 |
3 | 33 |
4 | 50 |
5 | 100 |
2. | We may pay the contract value in a lump sum. We will base any contract value attributable to the fixed account on market value. We will determine the market value by applying the formula described below under “Market Value Adjustment”. We will make lump sum payments according to the withdrawal provisions (see “Withdrawals, Loans and Conversions — Receiving Withdrawal Payments”). |
• | 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. (See “Contract Termination.”) |
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 |
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 |
• | 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. (See “Transferring Money Between Accounts.”) |
• | 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. |
• | a trustee or successor trustee of a pension or profit sharing trust that is qualified under the Code; or |
• | as otherwise permitted by laws and regulations governing the plans under which the contract is issued. |
• | Plan A – Life annuity — no refund: We make monthly payouts until the annuitant’s death. Payouts end with the last payout before the annuitant’s death. We will not make any further payouts. This means that if the annuitant dies after we made only one monthly payout, we will not make any more payouts. |
• | Plan B – Life annuity with five, ten or 15 years certain: We make monthly payouts for a guaranteed payout period of five, ten or 15 years that you elect. This election will determine the length of the payout period in the event the annuitant dies before the elected period expires. We calculate the guaranteed payout period from the retirement date. If the annuitant outlives the elected guaranteed payout period, we will continue to make payouts until the annuitant’s death. |
• | Plan C – Life annuity — installment refund: We make monthly payouts until the annuitant’s death, with our guarantee that payouts will continue for some period of time. We will make payouts for at least the number of months determined by dividing the amount applied under this option by the first monthly payout, whether or not the annuitant is living. |
• | Plan D – Joint and last survivor life annuity — no refund: We make monthly payouts while both the annuitant and a joint annuitant are living. If either annuitant dies, we will continue to make monthly payouts at the full amount until the death of the surviving annuitant. Payouts end with the death of the second annuitant. |
• | Plan E — Payouts for a specified period:We make monthly payouts for a specific payout period of ten to 30 years that you elect. We will make payouts only for the number of years specified whether the annuitant is living or not. Depending on the selected time period, it is foreseeable that an annuitant can outlive the payout period selected. During the payout period, you can elect to have us determine the present value of any remaining payouts and pay it to you in a lump sum. |
• | in equal or substantially equal payments over a period not longer than the life expectancy of the participant or over the life expectancy of the participant and designated beneficiary; or |
• | over a period certain not longer than the life expectancy of the participant or over the life expectancy of the participant and designated beneficiary. |
• | the payout is one in a series of substantially equal periodic payouts, made at least annually, over the participant’s life or life expectancy (or the joint lives or life expectancies of the participant and designated beneficiary) or over a specified period of ten years or more; |
• | the payout is an RMD as defined under the Code; |
• | the payout is a 457 non-governmental plan distribution; |
• | the payout is made on account of an eligible hardship; or |
• | the payout is a corrective distribution. |
• | because of the participant’s death; |
• | because the participant becomes disabled (as defined in the Code); |
• | if the distribution is part of a series of substantially equal periodic payments, made at least annually, over the participant’s life or life expectancy (or joint lives or life expectancies of the participant and designated beneficiary); |
• | if the distribution is made following severance from employment during or after the calendar year in which you attain age 55 (TSAs and annuities funding 401(a) plans only); or |
• | if the payout is a 457 plan distribution. |
• | is necessary to make the contract or the subaccounts comply with any law or regulation issued by a governmental agency to which we or the subaccounts are subject; |
• | is necessary to assure continued qualification of the contract under the Code or other federal or state laws relating to retirement annuities or annuity contracts; |
• | is necessary to reflect a change in the subaccounts; or |
• | provides additional accumulation options for the subaccounts. |
• | Only securities broker-dealers (“selling firms”) registered with the SEC and members of the FINRA may sell the contract. |
• | The contracts are continuously offered to the public through authorized selling firms. We and RiverSource Distributors have a sales agreement with the selling firm. The sales agreement authorizes the selling firm to offer the contracts to the public. RiverSource Distributors pays the selling firm (or an affiliated insurance agency) for contracts its investment professional sell. The selling firm may be required to return sales commissions under certain circumstances including but not limited to when contracts are returned under the free look period. |
• | We may use compensation plans which vary by selling firm. For example, some of these plans pay selling firms a commission of up to 5.00% each time a purchase payment is made. We may also pay ongoing trail commissions of up to 0.5% of the contract value. We do not pay or withhold payment of trail commissions based on which investment options you select. |
• | We may pay selling firms an additional sales commission of up to 1.00% of purchase payments for a period of time we select. For example, we may offer to pay an additional sales commission to get selling firms to market a new or enhanced contract or to increase sales during the period. |
• | In addition to commissions, we may, in order to promote sales of the contracts, and as permitted by applicable laws and regulation, pay or provide selling firms with other promotional incentives in cash, credit or other compensation. We generally (but may not) offer these promotional incentives to all selling firms. The terms of such arrangements differ between selling firms. These promotional incentives may include but are not limited to: |
• | sponsorship of marketing, educational, due diligence and compliance meetings and conferences we or the selling firm may conduct for investment professionals, including subsidy of travel, meal, lodging, entertainment and other expenses related to these meetings; |
• | marketing support related to sales of the contract including for example, the creation of marketing materials, advertising and newsletters; |
• | providing service to contract owners; and |
• | funding other events sponsored by a selling firm that may encourage the selling firm’s sales representatives to sell the contract. |
• | revenues we receive from fees and expenses that you will pay when buying, owning and making a withdrawal from the contract (see “Expense Summary”); |
• | compensation we or an affiliate receive from the underlying funds in the form of distribution and services fees (see “The Variable Account and the Funds — The Funds”); |
• | compensation we or an affiliate receive from a fund’s investment adviser, subadviser, distributor or an affiliate of any of these (see “The Variable Account and the Funds — The Funds”); and |
• | revenues we receive from other contracts we sell that are not securities and other businesses we conduct. |
• | fees and expenses we collect from contract owners, including withdrawal charges; and |
• | fees and expenses charged by the underlying subaccount funds in which you invest, to the extent we or one of our affiliates receive revenue from the funds or an affiliated person. |
• | give selling firms a heightened financial incentive to sell the contract offered in this prospectus over another investment with lower compensation to the selling firm. |
• | cause selling firms to encourage their sales representatives to sell you the contract offered in this prospectus instead of selling you other alternative investments that may result in lower compensation to the selling firm. |
• | cause selling firms to grant us access to its sales representatives to promote sales of the contract offered in this prospectus, while denying that access to other firms offering similar contracts or other alternative investments which may pay lower compensation to the selling firm. |
• | The selling firm pays its sales representatives. The selling firm decides the compensation and benefits it will pay its sales representatives. |
• | To inform yourself of any potential conflicts of interest, ask the sales representative before you buy, how the selling firm and its sales representatives are being compensated and the amount of the compensation that each will receive if you buy the contract. |
Name of Service Provider | Services Provided | Address |
Ameriprise Financial, Inc. | Business affairs management and administrative support related to new business and servicing of existing contracts and policies | 707 Second Avenue South Minneapolis MN 55402 USA |
Ameriprise India Private Limited | Administrative support related to new business and servicing of existing contracts and policies annual report filings | Plot No. 14, Sector 18 Udyog Vihar Gurugram, Haryana – 122 015 India |
Sykes Enterprise Incorporated | Administrative support related to e new business and servicing of existing contracts and policies | 10th Floor, Glorietta BPO 1 Office Tower Makati City 1224 Metro Manila Philippines |
Calculating Annuity Payouts | p. 3 |
Rating Agencies | p. 4 |
Principal Underwriter | p. 4 |
Service Providers | p. 4 |
Custodian | p. 5 |
Independent Registered Public Accounting Firm | p. 5 |
Condensed Financial Information (Unaudited) | p. 6 |
Financial Statements |
70100 Ameriprise Financial Center
Minneapolis, MN 55474
1-800-862-7919
Issued by RiverSource Life Insurance Company, Minneapolis, Minnesota. Affiliated with Ameriprise Financial Services, Inc.
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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: | $ | 0 | ||
Printing and Filing Expenses: | $ | 2,900 | ||
Legal Fees and Expenses: | N/A | |||
Accounting Fees and Expenses: | N/A |
Item 15. Indemnification of Directors and Officers
The amended and restatedBy-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.
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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. 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 theno-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 theno-action letter.
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EXHIBIT INDEX
* | Filed herewith. |
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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 FormS-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, State of Minnesota, on the 19th day of April, 2019.
RiverSource Life Insurance Company | ||
(Registrant) | ||
By | /s/ John R. Woerner* | |
John R. Woerner | ||
Chairman of the Board and 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 19th day of April, 2019.
Signature | Title | |||
/s/ Gumer C. Alvero* | Director and Executive Vice President – Annuities | |||
Gumer C. Alvero | ||||
/s/ Michael H. Gilmore* | Senior Vice President – Corporate Tax | |||
Michael H. Gilmore | ||||
/s/ Stephen P. Blaske* | Director, Senior Vice President and Chief Actuary | |||
Stephen P. Blaske | ||||
/s/ James A. Brefeld Jr.* | Senior Vice President and Treasurer | |||
James A. Brefeld Jr. | ||||
/s/ Brian J. McGrane* Brian J. McGrane | Director, Executive Vice President and Chief Financial Officer | |||
/s/ Jeninne C. McGee* | Director | |||
Jeninne C. McGee | ||||
/s/ Colin J. Lundgren* | Director | |||
Colin J. Lundgren |
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/s/ John R. Woerner* | Chairman of the Board and President | |||
John R. Woerner | ||||
/s/ David K. Stewart* | Senior Vice President and Controller | |||
David K. Stewart |
* | Signed pursuant to Power of Attorney dated Jan. 31, 2019 filed electronically herewith, by: |
/s/ Nicole D. Wood |
Nicole D. Wood |
Assistant General Counsel and Assistant Secretary |