Registration Statement No. 333-263038
As filed with the Securities and Exchange Commission on April 25, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-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 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 the 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 | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ |
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.
PART I.
INFORMATION REQUIRED IN PROSPECTUS
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 MGA |
• | A Group Market Value Annuity Contract, and |
• | Individual Market Value Annuity Contracts. |
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• | 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. |
• | Individual Retirement Annuities (IRAs) under Section 408(b) of the Code |
• | Roth IRAs under Section 408A of the Code |
• | Simplified Employee Pension IRA (SEP) plans under Section 408(k) of the Code |
• | Plans under Section 401(k) of the Code |
• | Custodial and investment only plans under Section 401(a) of the Code |
• | Tax-Sheltered Annuities (TSAs) under Section 403(b) of the Code |
Beginning account value: | $50,000 |
Guaranteed period: | 10 years |
Guaranteed rate: | 4% annual effective rate |
Year | Interest credited to the account during year | Cumulative interest credited to the account | Accumulation value |
1 | $2,000.00 | $ 2,000.00 | $52,000.00 |
2 | 2,080.00 | 4,080.00 | 54,080.00 |
3 | 2,163.20 | 6,243.20 | 56,243.20 |
4 | 2,249.73 | 8,492.93 | 58,492.93 |
Year | Interest credited to the account during year | Cumulative interest credited to the account | Accumulation value |
5 | 2,339.72 | 10,832.65 | 60,832.65 |
6 | 2,433.31 | 13,265.95 | 63,265.95 |
7 | 2,530.64 | 15,796.59 | 65,796.59 |
8 | 2,631.86 | 18,428.45 | 68,428.45 |
9 | 2,737.14 | 21,165.59 | 71,165.59 |
10 | 2,846.62 | 24,012.21 | 74,012.21 |
• | Distributions attributable to salary reduction contributions (plus earnings) made after Dec. 31, 1988, or to transfers or rollovers from other contracts, may be made from the TSA only if: |
– | you are at least age 59½; |
– | you are disabled as defined in the Code; |
– | you severed employment with the employer who purchased the contract; |
– | the distribution is because of your death; |
– | the distribution is due to plan termination; or |
– | you are a military reservist. |
Number of Completed Years Since Annuitization | Surrender charge percentage |
0 | Not applicable* |
1 | 5% |
2 | 4 |
3 | 3 |
4 | 2 |
Number of Completed Years Since Annuitization | Surrender charge percentage |
5 | 1 |
6 and thereafter | 0 |
Contract years as measured from the beginning of a guarantee period | ||||||||
Guarantee period | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
1 year | 1% | |||||||
2 years | 2 | 1% | ||||||
3 years | 3 | 2 | 1% | |||||
4 years | 4 | 3 | 2 | 1% | ||||
5 years | 5 | 4 | 3 | 2 | 1% | |||
6 years | 6 | 5 | 4 | 3 | 2 | 1% | ||
7 years | 7 | 6 | 5 | 4 | 3 | 2 | 1% | |
8 years | 8 | 7 | 6 | 5 | 4 | 3 | 2 | 1% |
9 years | 8 | 7 | 6 | 5 | 4 | 3 | 2 | 1 |
10 years | 8 | 7 | 6 | 5 | 4 | 3 | 2 | 1 |
• | the length of the new guarantee period; or |
• | the number of years remaining until the eighth contract anniversary. |
Contract year | Surrender charge |
1 | 5% |
2 | 4 |
3 | 3 |
4 | 2 |
5 | 1* |
6 | 3 |
7 | 2 |
8 | 1 |
9+ | 0 |
* | 0% on last day of fifth contract year. |
where: A | = | market adjusted value surrendered |
B | = | the lesser of A or 10% of accumulation value on last contract anniversary not already taken as a partial surrender this contract year. (Before the first contract anniversary, B does not apply.) |
P | = | applicable surrender charge percentage |
• | on the last day of a guarantee period; |
• | after the eighth contract anniversary; |
• | after the first contract anniversary for surrenders of amounts totaling up to 10% of the contract accumulation value as of the last contract anniversary; |
• | to the extent that they exceed the 10% of the contract value on the prior contract anniversary (available after the first anniversary), required minimum distributions from a qualified annuity. The amount on which surrender charges are waived can be no greater than the RMD amount calculated under your specific contract currently in force; |
• | upon the death of the annuitant or owner; or |
• | upon the application of the contract value to provide annuity payments under an annuity payment plan. However, if the contract value is applied to Annuity Payment Plan E and the present value of the remaining guaranteed payments is later surrendered, a surrender charge will be applied to the surrender of the present value of the remaining guaranteed payments as described above. (Please note that if the contract value is applied to an annuity payment plan on a renewal date, there will be no surrender charge or market value adjustment and the full accumulation value will be applied under the chosen annuity payment plan. Otherwise, the application of contract value to an annuity payment plan is an early surrender subject to a MVA and the market adjusted value will be applied under the chosen annuity payment plan.) |
If your annuity rate is: | Your market adjusted value will be: |
less than the new annuity rate +.25% | less than your accumulation value |
equal to the new annuity rate +.25% | equal to your accumulation value |
greater than the new annuity rate +.25% | greater than your accumulation value |
• | You purchase a contract and choose a guarantee period of 10 years. |
• | We guarantee an interest rate of 4.5% annually for your 10-year guarantee period. |
• | After three years you decide to surrender your contract. In other words, you decide to surrender your contract when you have seven years left in your guarantee period. |
Market Adjusted Value = | (Renewal Value) |
(1 + iMvi) (N + t) |
Renewal value | = | The accumulation value at the end of the current guarantee period |
iMvi | = | The current interest rate offered for a new Guaranteed Term Annuity +.0025 |
N | = | The number of complete contract years to the end of the current guarantee period |
t | = | The fraction of the contract year remaining to the end of the contract year (for example, if 180 days remain in a 365-day contract year, it would be .493) |
• | the beneficiary elects in writing, and payouts begin no later than one year after your death, or other date permitted by the IRS; and |
• | the payment period does not extend beyond the beneficiary’s life or life expectancy. |
• | Spouse beneficiary: If you have not elected an annuity payment plan, and if your spouse is the sole beneficiary, your spouse may either elect to treat the contract as his or her own with the contract value equal to the death benefit that would otherwise have been paid or elect an annuity payment plan or another plan agreed to by us. If your spouse elects a payment plan, the payments must begin no later than the year in which you would have reached age 72. If you attained age 72 at the time of death, payments must begin no later than Dec. 31 of the year following the year of your death. |
• | Non-spouse beneficiary: If you have not elected an annuity payout plan, and if death occurs on or after Jan. 1, 2020, the beneficiary is required to withdraw his or her entire inherited interest within 10 years of the date of death of the owner unless they qualify as an “eligible designated beneficiary.” Eligible designated beneficiaries may continue to take proceeds out over their life expectancy. Eligible designated beneficiaries include: |
• | the surviving spouse; |
• | a lawful child of the owner under the age of majority (remaining amount must be withdrawn within 10 years, once the child reaches the age of majority); |
• | disabled within the meaning of Code section 72(m)(7); |
• | chronically ill within the meaning of Code section 7702B(c)(2); |
• | any other person who is not more than 10 years younger than the owner. |
• | the beneficiary elects in writing, and payouts begin, no later than one year following the year of your death; and |
• | the payout period does not extend beyond the beneficiary’s life or life expectancy. |
• | Plan A: This provides monthly annuity payments for the lifetime of the annuitant. We will not make payments after the annuitant dies. |
• | Plan B: This provides monthly annuity payments for the lifetime of the annuitant with a guarantee by us that payments will be made for a period of at least five, ten or 15 years. You must select the period. |
• | Plan C: This provides monthly annuity payments for the lifetime of the annuitant with a guarantee by us that payments will be made for a certain number of months. We determine the number of months by dividing the market adjusted value applied under this plan by the amount of the monthly annuity payment. |
• | Plan D: We call this a joint and survivor life annuity. Monthly payments will be paid while both the annuitant and a joint annuitant are living. When either the annuitant or joint annuitant dies, we will continue to make monthly payments until the death of the surviving annuitant. We will not make payments after the death of the second annuitant. |
• | Plan E: This provides monthly fixed dollar annuity payments for a period of years that you elect. The period of years may be no less than 10 nor more than 30. At any time after one year of payments, you can elect to have us determine the present value of any remaining payments and pay it to you in a lump sum. The discount rate we use in the calculation is based on the annual effective interest rate for then-current payment amounts for immediate annuities with the same purchase amount and remaining term length plus 1.5% (see “Description of Contracts — Surrender Charge — Surrender charge under Annuity Payment Plan E”). A 10% IRS penalty tax could apply to the taxable portion if you make a surrender (see “Taxes”). This feature is not available in all states. Please contact your sales representative for availability. |
• | the market adjusted value (less any applicable premium tax not previously deducted) on the Settlement date; |
• | the annuity table we are then using for annuity Settlements (never less than the table guaranteed in the contract); |
• | the annuitant’s age; and |
• | the annuity payment plan selected. |
• | in equal or substantially equal payments over a period not longer than the life expectancy of the annuitant or over the life expectancy of the annuitant and designated beneficiary; or |
• | over a period certain not longer than the life expectancy of the annuitant or over the life expectancy of the annuitant and designated beneficiary. |
• | 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 6.00% each time a purchase payment is made. We may also pay ongoing trail commissions of up to 1.25% 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 surrender 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. |
• | 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 | 10 th Floor, Glorietta BPO 1 Office Tower Makati City 1224 Metro Manila Philippines |
• | because of your death or in the event of nonnatural ownership, the death of the annuitant; |
• | because you become disabled (as defined in the Code); |
• | if the distribution is part of a series of substantially equal periodic payments, made at least annually, over your life or life expectancy (or joint lives or life expectancies of you and your beneficiary); |
• | if it is allocable to an investment before Aug. 14, 1982; or |
• | if annuity payments are made under immediate annuities as defined by the Code. |
• | the payment is one in a series of substantially equal periodic payments, made at least annually, over your life or life expectancy (or the joint lives or life expectancies of you and your designated beneficiary) or over a specified period of 10 years or more; |
• | the payment is a RMD as defined under the Code; |
• | the payment is made on account of an eligible hardship; or |
• | the payment is a corrective distribution. |
• | because of your death; |
• | because you become disabled (as defined in the Code); |
• | if the distribution is part of a series of substantially equal periodic payments made at least annually, over your life or life expectancy (or joint lives or life expectancies of you and your beneficiary); |
• | if the distribution is made following severance from employment during or after the calendar year in which you attain age 55 (Qualified annuities funding 401(a) plans and 403(b) plans only); |
• | to pay certain medical or education expenses (IRAs only); or |
• | if the distribution is made from an inherited IRA. |
• | Securities issued by the U.S. government or its agencies or instrumentalities, which issues may or may not be guaranteed by the U.S. government; |
• | Debt securities that have an investment grade, at the time of purchase, within the four highest grades assigned by the nationally recognized rating agencies or are rated in the two highest grades by the National Association of Insurance Commissioners; |
• | Debt instruments that are unrated, but which are deemed by RiverSource Life to have an investment quality within the four highest grades; |
• | Other debt instruments, which are rated below investment grade, limited to 15% of assets at the time of purchase; and |
• | Real estate mortgages, limited to 30% of portfolio assets at the time of acquisition. |
Annuity assumptions | |
Single payment | $10,000 |
Guarantee period | 10 years |
Guarantee rate(ig) | 4% effective annual yield |
Contract year | Surrender charge% | End of contract year accumulation values if no surrenders |
1 | 8% | $10,400.00 |
2 | 7 | 10,816.00 |
3 | 6 | 11,248.64 |
4 | 5 | 11,698.59 |
5 | 4 | 12,166.53 |
6 | 3 | 12,653.19 |
7 | 2 | 13,159.32 |
8 | 1 | 13,685.69 |
9 | 0 | 14,233.12 |
10 | 0 | 14,802.44 |
Renewal value of accumulation value surrendered | ||
= | (1 + iMvi) (N + t) | |
$2,000 (1 + ig)7 | ||
(1 + iMvi)7 | ||
= | $2,000 (1.04)7 | |
(1.0325)7 | ||
= | $2,103.94 |
Accumulation value surrendered | $2,000.00 |
Market value adjustment | 103.94 |
Less surrender charge | (48.95) |
Net surrender amount | $2,054.99 |
Renewal value of accumulation value surrendered | ||
(1 + iMvi) (N + t) | ||
= | $1,944.98 (1 + ig)7 | |
(1 + iMvi)7 | ||
= | $1,944.98 (1.04)7 | |
(1.0325) 7 | ||
= | $2,046.06 |
Accumulation value surrendered | $1,944.98 |
Market value adjustment | 101.08 |
Less surrender charge | (46.06) |
Net surrender amount | $2,000.00 |
Single payment | $50,000 |
Guarantee period | 10 years |
Guarantee rate | 4% effective annual yield |
Market adjusted value = | (Renewal value) |
(1 + iMvi)(N + t) |
Renewal value | = | The accumulation value at the end of the current guarantee period |
s | = | The current interest rate offered for new contract sales and renewals for the number of years remaining in the guarantee period +.0025 |
N | = | The number of complete contract years to the end of the current guarantee period |
t | = | The fraction of the contract year remaining to the end of the contract year |
Renewal value | ||
(1 + iMvi)(N + t) | ||
= | $74,012.21 | |
(1 + .0475)9 | ||
= | $48,743.54 |
$24,371.77 = | $37,006.11 |
(1 + .0475)9 |
Renewal value | ||
(1 + iMvi)(N + t) | ||
= | $74,012.21 | |
(1 + .0375)9 | ||
= | $53,138.64 |
$26,569.32 = | $37,006.11 |
(1 + .0375)9 |
Minneapolis, MN 55474
1-800-862-7919
Issued by RiverSource Life Insurance Company, Minneapolis, Minnesota. Affiliated with Ameriprise Financial Services, LLC.
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: | $ | 6,300 | * | |
Legal Fees and Expenses: | N/A | |||
Audit Fees: | $ | 4,000 | * | |
Accounting Fees and Expenses: | 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
* | Filed herewith. |
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, State of Minnesota, on the 25th day of April, 2022.
RiverSource Life Insurance Company | ||
(Registrant) | ||
By | /s/ Gumer C. Alvero | |
Gumer C. Alvero | ||
Chairman of the Board and President- Annuities |
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 25th day of April, 2022.
Signature | Title | |
/s/ Gumer C. Alvero** | Chairman of the Board and President – Annuities (Chief Executive Officer) | |
Gumer C. Alvero | ||
/s/ Michael J. Pelzel* | Senior Vice President – Corporate Tax | |
Michael J. Pelzel | ||
/s/ Stephen P. Blaske* | Director, Senior Vice President and Chief Actuary | |
Stephen P. Blaske | ||
/s/ Shweta Jhanji* | Senior Vice President and Treasurer | |
Shweta Jhanji | ||
/s/ Brian E. Hartert** | Chief Financial Officer (Chief Financial Officer) | |
Brian E. Hartert | ||
/s/ Jeninne C. McGee* | 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: |
** |
by: | /s/ Nicole D. Wood | |
Nicole D. Wood | ||
Assistant General Counsel and Assistant Secretary |