Agreement and Plan of Reorganization (2006)Full Document 

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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 Income Series, Inc. (the "Selling Corporation"), a
Minnesota corporation, on behalf of its series, RiverSource Selective Fund
(the "Selling Fund"), and AXP Fixed Income Series, Inc. (the "Buying
Corporation), a Minnesota corporation, on behalf of its series, RiverSource
Diversified Bond 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.




     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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