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Agreement and Plan of Reorganization

 

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Title:

Agreement and Plan of Reorganization

Entities:

Riversource Large CAP Series, Inc.; Ropes & Gray

Date:

2006

Size:

Preview shows 5KB of 34KB total

Price:

$39

ID:

#2531316

 

 

► Plans ► Agreements ► Agreements & Plans of Reorganization
► Services ► Legal

 

 

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                     AGREEMENT AND PLAN OF REORGANIZATION


This Agreement and Plan of Reorganization dated as of Nov. 10, 2005 (the
"Agreement") is between AXP Dimensions Series, Inc. (the "Selling
Corporation"), a Minnesota corporation, on behalf of its series, RiverSource
New Dimensions Fund (the "Selling Fund"), and AXP Growth Series, Inc. (the
"Buying Corporation"), a Minnesota corporation, on behalf of its series,
RiverSource Large Cap Equity Fund (the "Buying Fund"), and RiverSource
Investments, LLC (solely for the purposes of Section 3c and 10 of the
Agreement).

In consideration of their mutual promises, the parties agree as follows:

1. SHAREHOLDER APPROVAL. The Selling Fund will call a meeting of its
shareholders for the purpose of approving the Agreement and the
transactions it contemplates (the "Reorganization"). The Buying Fund
agrees to furnish data and information, as reasonably requested, for the
proxy statement to be furnished to shareholders of the Selling Fund.

2. REORGANIZATION.

a. Plan of Reorganization. The Reorganization will be a reorganization
within the meaning of Section 368 of the Internal Revenue Code of
1986, as amended (the "Code"). At the Closing, the Selling
Corporation will convey all of the assets of the Selling Fund to the
Buying Fund. The Buying Fund will assume all liabilities of the
Selling Fund. At the Closing, the Buying Corporation will deliver
shares of the Buying Fund, including fractional shares, to the
Selling Corporation. The number of shares will be determined by
dividing the value of the net assets of shares of the Selling Fund,
computed as described in paragraph 3(a), by the net asset value of
one share of the Buying Fund, computed as described in paragraph
3(b). The Selling Fund will not pay a sales charge on the receipt of
Buying Fund shares in exchange for the assets of the Selling Fund. In
addition, the shareholders of the Selling Fund will not pay a sales
charge on distribution to them of shares of the Buying Fund.

b. Closing and Effective Time of the Reorganization. The Reorganization
and all related acts necessary to complete the Reorganization (the
"Closing") will occur on the first day on which the New York Stock
Exchange (the "NYSE") is open for business following approval of
shareholders of the Selling Fund and receipt of all necessary
regulatory approvals, or such later date as the parties may agree.

3. VALUATION OF NET ASSETS.

a. The net asset value of shares of the Selling Fund will be computed as
of the close of regular trading on the NYSE on the day of Closing
(the "Valuation Date") using the valuation procedures in the Buying
Fund's prospectus.

{PAGE}

b. The net asset value per share of shares of the Buying Fund will be
determined as of the close of regular trading on the NYSE on the
Valuation Date, using the valuation procedures in the Buying Fund's
prospectus.

c. At the Closing, the Selling Fund will provide the Buying Fund with a
copy of the computation showing the valuation of the net asset value
per share of shares of the Selling Fund on the Valuation Date. The
Buying Fund will provide the Selling Fund with a copy of the
computation showing the determination of the net asset value per
share of shares of the Buying Fund on the Valuation Date. Both
computations will be certified by an officer of Ameriprise Financial,
Inc.

4. LIQUIDATION AND DISSOLUTION OF THE SELLING FUND.

a. As soon as practicable after the Valuation Date, the Selling
Corporation will liquidate the Selling Fund and distribute shares of
the Buying Fund to the Selling Fund's shareholders of record. The
Buying Fund will establish shareholder accounts in the names of each
Selling Fund shareholder, representing the respective pro rata number

 

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