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SCHEDULE 14A

Joint Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

RiverSource Variable Series Trust

Seligman Portfolios, Inc.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

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RiverSource Variable Series Trust

Seligman Portfolios, Inc.

50606 Ameriprise Financial Center, Minneapolis, MN 55474

RiverSource Variable Series Trust

Seligman Portfolios, Inc.

Seligman Global Technology Portfolio

(each, a “Fund” and collectively, the “Funds”)

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND

AND VOTE ON THE PROPOSALS

This is a brief overview of the matters on which you are being asked to vote. The accompanying Joint Proxy Statement contains more detailed information about each proposal, and we encourage you to read it in its entirety before voting. Your vote or voting instruction is important.

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Following the Transaction, the boards of directors/trustees of the RiverSource Fund Complex (collectively, the “Columbia RiverSource Boards”), including the Boards of Directors/Trustees (each, a “Board” and, collectively the “Boards”) of the Companies, and the boards of trustees of the Columbia Fund Complex had ongoing discussions regarding a potential consolidated board of directors/trustees to oversee all or a portion of the Combined Fund Complex. In September 2010, these discussions culminated in an agreement between the Columbia RiverSource Boards and the current board of trustees of certain of the trusts in the Columbia Fund Complex (the “Columbia Nations Board”) to have a consolidated board of directors/trustees for a portion of the Combined Fund Complex. Specifically, they agreed that the RiverSource Fund Complex and the portion of the Columbia Fund Complex overseen by the Columbia Nations Board should be overseen by a combined board of directors/trustees. In this regard, even though the Columbia RiverSource Boards that oversees each Fund would be larger and pay more in director/trustee compensation than if it had fewer directors/trustees, reducing the numbers of separate Boards overseeing a fund complex can lead to operational efficiencies by reducing the number of Board meetings, minimizing inconsistencies in governance and oversight matters, and streamlining the resources needed to support Board reporting and interaction.

In order to effect the consolidation, each Board Governance Committee and its respective full Board have nominated the 16 individuals listed in the Joint Proxy Statement for election to the Boards, each to hold office for an indefinite term. Information about each nominee is set forth in the Joint Proxy Statement under Proposal 1.

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The investment advisory fee rates payable by the IMS/Fee Increase Fund would increase at certain asset levels, the investment advisory fee rates payable by the IMS/PIA Funds would increase under certain circumstances and the investment advisory fee rates payable by the IMS/Fee Increase/PIA Funds would increase at all or most asset levels (with current effective advisory fees increasing up to [0.22]% depending on your Fund), as described in the accompanying Joint Proxy Statement. Even though certain fee rates will increase for certain funds, including the IMS/Fee Increase Fund, the IMS/PIA Funds and the IMS/Fee Increase/PIA Funds, the net effect of the larger group of proposals, which, for many of the funds comprising the Combined Fund Complex, include reductions in administrative fee rates and contractual expense limitations, is expected to be a reduction in the overall fees paid, on a cumulative basis, by the various funds comprising the Combined Fund Complex. Thus, on a cumulative basis, Variable Contract owners, many of whom have an interest in shares of more than one fund, may pay lower fees overall even if the cost of a particular fund is increasing.

Moreover, Columbia Management has agreed to continue implementing contractual expense limitations that will generally cap annual operating expense ratios at levels that are at or below the median net operating expense ratio of funds in the respective Fund’s peer group. These commitments may mitigate the impact of any investment advisory fee rate increases resulting from the amended fee schedules.

Comparisons of the investment advisory fee rates for the IMS/Fee Increase Fund and each IMS/Fee Increase/PIA Fund and, if required, gross and net expense ratios for the IMS/Fee Increase Fund, each IMS/PIA Fund and each IMS/Fee Increase/PIA Fund are included in the

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accompanying Joint Proxy Statement. If you do not hold shares of the IMS/Fee Increase Fund, an IMS/PIA Fund or an IMS/Fee Increase/PIA Fund, the investment advisory fee rates payable by your Fund under the Proposed IMS Agreements will not increase from the investment advisory fee rates currently paid by your Fund.

The elimination of a PIA may result in an increase or decrease in the investment advisory fee that would actually be payable by a particular IMS/PIA Fund or IMS/Fee Increase/PIA Fund to Columbia Management in any given year, depending on whether investment performance lagged or exceeded the relevant benchmark. For certain IMS/PIA Funds and IMS/Fee Increase/PIA Funds, Columbia Management has begun phasing out the PIA over a pre-determined transition period as further described in the accompanying Joint Proxy Statement.

Although the MofM Fund currently has no subadvisory agreements, if shareholders of the MofM Fund approve Proposal 3, Columbia Management would have the authority to enter into such relationships and evaluate them in the broader context of its manager of managers/subadviser program. To the extent Columbia Management decides to enter into or change any such subadvisory relationship, that recommendation could not be implemented without Board approval, but would not require future shareholder approval unless an affiliated subadviser is selected.

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NOTICE OF A JOINT SPECIAL MEETING OF SHAREHOLDERS

RiverSource Variable Series Trust

Seligman Portfolios, Inc.

Seligman Global Technology Portfolio

(each, a “Fund” and collectively, the “Funds”)

to be held on February [15], 2011

A Joint Special Meeting of Shareholders (the “Meeting”) of each Fund of RiverSource Variable Series Trust and Seligman Portfolios, Inc. (each, a “Company” and, collectively the “Companies”) as a whole will be held at [One Financial Center, Boston, Massachusetts, 02111] at [•] [a.m.][p.m.], local time on February [15], 2011. At the Meeting, shareholders will be asked to:

The Funds serve as underlying investment options for certain variable annuity contracts and variable life insurance policies (collectively, the “Variable Contracts”). Although insurance company separate accounts are the predominant record owners of the Funds’ shares, the insurance companies are required to solicit voting instructions from owners of the Variable Contracts and generally vote all Fund shares proportionally in accordance with timely received instructions. You are receiving the Joint Proxy Statement and one or more voting instruction cards (“Voting Instruction Cards”) because you own a

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Variable Contract that owns shares of one or more of the Funds and have the right to provide voting instructions on these important proposals concerning your investment.

Please take some time to read the enclosed Joint Proxy Statement. It discusses these proposals in more detail. If you owned a Variable Contract that owned shares of a Fund as of the close of business on December 17, 2010, you are entitled to notice of the Meeting and have the right to instruct your insurance company as to the manner in which shares of the Funds attributable to your Variable Contract should be voted. You are welcome to attend the Meeting in person. If you cannot attend in person, please vote or provide voting instructions by mail, telephone or internet. Just follow the instructions on the enclosed Voting Instruction Card. If you have questions, please call Computershare Fund Services toll free at (800) 708-7953. It is important that you vote or provide voting instructions. The board of directors/trustees of each Company unanimously recommends that you vote FOR each nominee and FOR all other Proposals in the Joint Proxy Statement.

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RiverSource Variable Series Trust

Seligman Portfolios, Inc.

Seligman Global Technology Portfolio

(each, a “Fund” and collectively, the “Funds”)

JOINT PROXY STATEMENT

Joint Special Meeting of Shareholders to be held on February [15], 2011

This Joint Proxy Statement is furnished to you in connection with the solicitation of proxies by the board of directors/trustees (each, a “Board” and collectively, the “Boards”) of RiverSource Variable Series Trust and Seligman Portfolios, Inc. (each, a “Company” and, collectively the “Companies”) relating to a Joint Special Meeting of Shareholders (the “Meeting”) of the Funds listed above and the Companies as a whole to be held at [One Financial Center, Boston, Massachusetts, 02111] on February [15], 2011 at [—][a.m.][p.m.], local time. It is expected that this Joint Proxy Statement will be mailed to shareholders on or about January 7, 2011.

The purpose of the Meeting is to ask Fund shareholders to:

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The Funds serve as underlying investment options for certain variable annuity contracts and variable life insurance policies (collectively, the “Variable Contracts”). Although insurance company separate accounts are the predominant record owners of the Funds’ shares, the insurance companies are required to solicit voting instructions from owners of the Variable Contracts and generally vote all Fund shares proportionally in accordance with timely received instructions. You are receiving the Joint Proxy Statement and one or more voting instruction cards (the “Voting Instruction Cards”) because you own a Variable Contract that owns shares of one or more of the Funds and have the right to provide voting instructions on these important proposals concerning your investment.

Additional information about the Funds is available in their respective prospectuses, statements of additional information and semi-annual and annual reports to shareholders. The Funds’ most recent semi-annual and annual reports previously have been mailed to shareholders. Additional copies of any of these documents are available without charge upon request by writing Columbia Management Investment Services Corp., P.O. Box 8081, Boston, MA 02266-8081 or by calling (800) 345-6611. All of these documents also are filed with the U.S. Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at www.sec.gov.

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GENERAL OVERVIEW

Proposal 1: Elect Directors/Trustees

The shareholders of the Funds of each Company are being asked to elect the 16 individuals identified in Proposal 1 (the “Nominees”) to serve as directors/trustees on the Boards of the Companies. The Board Governance Committee of each Board has recommended and nominated, and the full Board has nominated, the Nominees for election to the Boards, each to hold office for an indefinite term. Information about each Nominee is set forth below under Proposal 1.

Proposal 2: Approve Proposed Investment Management Services Agreement

The shareholders of each Fund are being asked to approve a proposed Investment Management Services Agreement between such Fund’s corresponding Company, on behalf of such Fund, and Columbia Management Investment Advisers, LLC (“Columbia Management”). The proposed Investment Management Services Agreements, if approved, would conform to the standard form of Investment Management Services Agreement used by the Columbia-branded funds (the “Columbia Fund Complex”) and the funds that were formerly (and in some cases, currently) branded as RiverSource, Seligman and Threadneedle funds (the “RiverSource Fund Complex,” and together with the Columbia Fund Complex, the “Combined Fund Complex”), and are designed to achieve consistent investment management service and fee structures across the Combined Fund Complex. Under the proposed Investment Management Services Agreements, the Funds would continue to be managed by Columbia Management and are expected to receive at least the same level and quality of services as those received under the Investment Management Services Agreements currently in effect. Information about the proposed Investment Management Service Agreements is set forth under Proposal 2.

Proposal 3: Approve the Manager of Managers Proposal

The shareholders of Seligman Portfolios, Inc. are being asked to vote on a proposal to authorize Columbia Management to enter into and materially amend subadvisory agreements in the future, with the approval of the Company’s board of directors, but without obtaining shareholder approval. Information about the Manager of Managers Proposal is set forth under Proposal 3.

Effectiveness of the Proposals

None of the proposals is contingent on the outcome of the other proposals.

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PROPOSAL 1 – ELECT DIRECTORS/TRUSTEES

(All Funds)

On May 1, 2010, Ameriprise Financial, Inc. (“Ameriprise”), the parent company of Columbia Management, the Funds’ investment manager, acquired the long-term asset management business of Columbia Management Group, LLC and certain of its affiliated companies from Bank of America, N.A. (the “Transaction”). In connection with the Transaction, Columbia Management became the investment manager of the Columbia Fund Complex, in addition to the RiverSource Fund Complex.

Following the Transaction, the boards of directors/trustees of the RiverSource Fund Complex (collectively, the “Columbia RiverSource Boards”) , including the Boards of Directors/Trustees (each, a “Board” and, collectively the “Boards”) of the Companies, and the boards of trustees of the Columbia Fund Complex had ongoing discussions regarding a potential consolidated board of directors/trustees to oversee all or a portion of the Combined Fund Complex. In September 2010, these discussions culminated in an agreement between the Columbia RiverSource Boards and the current board of trustees of certain of the trusts in the Columbia Fund Complex (the “Columbia Nations Board”) to have a consolidated board of directors/trustees for a portion of the Combined Fund Complex. Specifically, they agreed that the RiverSource Fund Complex and the portion of the Columbia Fund Complex overseen by the Columbia Nations Board should be overseen by a combined board of directors/trustees, and that the consolidation would enhance the oversight of a larger fund family and should achieve cost efficiencies over time for certain shareholders. In this regard, even though the Columbia RiverSource Boards that oversees each Fund would be larger and pay more in director/trustee compensation than if it had fewer directors/trustees, reducing the numbers of separate Boards overseeing a fund complex can lead to operational efficiencies by reducing the number of Board meetings, minimizing inconsistencies in governance and oversight matters, and streamlining the resources needed to support Board reporting and interaction.

Each Fund is a series of one of the Companies, which are either corporations or business trusts. In order to effect the consolidation, at a joint meeting held on September 29, 2010, the Board Governance Committee of each Board, in joint session with each full Board, recommended the nomination of the Non-Interested Nominees (defined below) and the Interested Nominees (defined below). Each Board, including a majority of the directors/trustees who are not “interested persons,” as that term is defined in the Investment Company Act of 1940 (the “1940 Act”), of such Columbia RiverSource Board (each, a “Non-Interested Director/Trustee” and collectively, the “Non-Interested Directors/Trustees”), and each Board Governance Committee voting separately, unanimously nominated the Non-Interested Nominees and Interested Nominees (defined below) and voted to present each Nominee to shareholders for election as directors/trustees. The Boards currently have no reason to believe that any Nominee will become unavailable for election as a director/trustee, but if such unavailability should occur before the Meeting, the proxies will be voted for such other individuals as the Board Governance Committee of each Board and each full Board may designate.

The Board elections will be effective [April 2011].

A Nominee is deemed to be “non-interested” to the extent the Nominee is not an “interested person,” as that term is defined in the 1940 Act, of the Companies (each, a “Non-Interested Nominee” and collectively, the “Non-Interested Nominees”). The Non-Interested Nominees are: Kathleen Blatz, Edward J. Boudreau, Jr., Pamela G. Carlton, William P. Carmichael, Patricia M. Flynn, William A. Hawkins, R. Glenn Hilliard, Stephen R. Lewis, Jr., John F. Maher, John J. Nagorniak, Catherine James Paglia, Leroy C. Richie, Alison Taunton-Rigby and Minor M. Shaw.

William F. Truscott and Anthony M. Santomero (each, an “Interested Nominee” and together, the “Interested Nominees”) are “interested persons” of the Companies. Mr. Truscott is an “interested person” of the Companies (an “Interested Director/Trustee”) because he serves as Chairman of the Board of Columbia Management (and was previously the President, Chairman of the Board and Chief Investment Officer of Columbia Management from 2001-2010) and as a senior executive of Ameriprise, the parent company of Columbia Management, in which he is also a stockholder. Although Dr. Santomero is

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“independent” of Columbia Management and its affiliates, in that he is not a director, officer or employee thereof, he is an “interested person” of the Companies because he serves as a director of Citigroup, Inc. and Citigroup, N.A., which may engage from time to time in brokerage execution, principal transactions and/or lending relationships with the Funds or other funds or accounts advised/managed by Columbia Management and/or a Fund’s subadviser.

16 Nominees have been nominated to the Boards. 9 of those Nominees are the 9 directors/trustees currently serving on the Boards. If the Nominees are elected by shareholders, at least 75% of the Boards’ directors/trustees will continue to be Non-Interested Directors/Trustees. The Nominees would serve as directors/trustees in accordance with the organizational documents of each Company. Each director/trustee would serve for an indefinite term. A director/trustee’s term may terminate by the election of his or her successor, by the termination or dissolution of the Company, or by his or her death, resignation, removal, retirement or incapacity. Under the current Boards’ policy a director/trustee may serve until the next Board meeting after he or she reaches the mandatory retirement age established by the Boards, or the fifteenth anniversary of the first Columbia RiverSource Board or Columbia Nations Board meeting he or she attended as a director/trustee.

Information Regarding the Non-Interested Nominees

Background information regarding each of the Non-Interested Nominees follows.

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Information Regarding the Interested Nominees

Background information regarding each of the Interested Nominees follows.

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Nominees’ Beneficial Ownership of Shares of Each Fund

Appendix A to this Joint Proxy Statement provides information, as of September 30, 2010, about the beneficial ownership by the Nominees of shares of each Fund.

Status of Current Directors/Trustees

Kathleen Blatz, Arne H. Carlson, Pamela G. Carlton, Patricia M. Flynn, Anne P. Jones, Jeffrey Laikind, Stephen R. Lewis, Jr., John F. Maher, Catherine James Paglia, Leroy C. Richie, Alison Taunton-Rigby and William F. Truscott currently comprise the entire Boards. Due to the mandatory retirement age described above, Ms. Jones and Messrs. Carlson and Laikind have not been re-nominated to serve as directors/trustees to the Boards. The Boards met on [•] occasions during the Funds’ fiscal year ended December 31, 2009.

Leadership Structure and Risk Oversight

The Boards oversee management of the Companies and the Funds. The Boards have a duty to act in the best interest of shareholders when supervising and overseeing the management and operations of the Companies. The Boards currently consist of twelve directors/trustees who have extensive and varied experience and skills. Eleven of the directors/trustees are Non-Interested Directors/Trustees. Further information about the background and qualifications of each of the directors/trustees can be found in the sections titled “Information Regarding the Non-Interested Nominees” and “Information Regarding the Interested Nominees” above.

The Boards have appointed Stephen R. Lewis, Jr., a Non-Interested Director/Trustee, to serve in the role of Chairman. The Chairman has significant additional responsibilities compared to the other directors/trustees, including, among other things: setting the agenda for the Board meetings, communicating and meeting regularly with the other directors/trustees between Board and committee meetings on Fund-related matters with the Funds’ Chief Compliance Officer, counsel to the Non-Interested Directors/Trustees, and representatives of the Funds’ service providers and overseeing Board Services

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Corporation (which provides office space and other services to the Columbia RiverSource Boards). The Nominees have agreed, if all of the Nominees are elected by the shareholders of the Companies, to renew the appointment of Stephen R. Lewis, Jr. as Chairman subsequent to the Meeting.

The Boards have several standing committees (the “Committees”) which are an integral part of the Funds’ overall governance and risk management oversight structure. The standing Committees are the Board Governance Committee, the Compliance Committee, the Contracts Committee, the Executive Committee, the Investment Review Committee and the Audit Committee. The roles of each Committee are more fully described in the section titled “Current Committees of the Boards” below.

The Boards initially approve an Investment Management Services Agreement and other contracts with Columbia Management and its affiliates, and other service providers. Once the contracts are approved, the Boards monitor the level and quality of services including commitments of service providers to achieve expected levels of investment performance and shareholder services. In addition, the Boards oversee that processes are in place to assure compliance with applicable rules, regulations and investment policies and address possible conflicts of interest. Annually, the Boards evaluate the services received under the contracts by receiving reports covering investment performance, shareholder services, marketing, and Columbia Management’s profitability in order to determine whether to continue existing contracts or negotiate new contracts. The Boards also oversee Fund risks, primarily through the functions (described below) performed by the Investment Review Committee, the Audit Committee and the Compliance Committee.

The leadership structure of the Boards, including the Committee structure and the manner in which each Board conducts its risk oversight role, may be changed at any time and in the discretion of the Boards, including in response to changes in circumstances or the characteristics of the Companies. In this regard, it may be changed in certain respects as the Boards consolidate with the Columbia Nations Board and consider enhancing and reconciling various practices that have historically been different.

Current Committees of the Boards

Each Board has organized the following standing Committees to facilitate its work: the Board Governance Committee, the Compliance Committee, the Contracts Committee, the Executive Committee, the Investment Review Committee and the Audit Committee. These Committees are comprised solely of Non-Interested Directors/Trustees. The duties of these Committees are described below.

Mr. Lewis, as Chair of each Board, acts as a point of contact between the Non-Interested Directors/Trustees and Columbia Management between Board meetings in respect of general matters.

Board Governance Committee

The Board Governance Committee recommends to its full Board the size, structure and composition of the Board and its Committees, the compensation to be paid to members of the Board and a process for assessing the operations of the Boards. The Board Governance Committee also reviews candidates for Board membership including candidates recommended by shareholders. The Board Governance Committee also makes recommendations to the Board regarding responsibilities and duties of the Board, oversees proxy voting and supports the work of the Board Chair in relation to furthering the interests of the Funds and their shareholders on external matters.

To be considered as a candidate for director/trustee, recommendations must include a curriculum vitae and be mailed to the Chair of the Board, 901 Marquette Avenue South, Suite 2810, Minneapolis, MN 55402-3268. To be timely for consideration by the Board Governance Committee, the submission, including all required information, must be submitted in writing not less than 120 days before the date of the proxy statement for the previous year’s annual meeting of shareholders, if such a meeting is held. Otherwise, such submission shall be subject to the timing requirement set forth in the “Proxy Voting and Shareholder Meeting Information” section for submission of other shareholder proposals. The Board Governance Committee will consider only one candidate submitted by such a shareholder or group for

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nomination for election at a meeting of shareholders. The Board Governance Committee will not consider self-nominated candidates or candidates nominated by members of a candidate’s family, including such candidate’s spouse, children, parents, uncles, aunts, grandparents, nieces and nephews.

The Board Governance Committee will consider and evaluate candidates submitted by the nominating shareholder or group on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. The Board Governance Committee may take into account a wide variety of factors in considering director candidates, including (but not limited to): (i) the candidate’s knowledge in matters relating to the investment company industry; (ii) any experience possessed by the candidate as a director or senior officer of other public or private companies; (iii) the candidate’s educational background; (iv) the candidate’s reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board’s existing mix of skills and qualifications; (vi) the candidate’s perceived ability to contribute to the ongoing functions of the Board, including the candidate’s ability and commitment to attend meetings regularly, work collaboratively with other members of the Board and carry out his or her duties in the best interests of the fund; (vii) the candidate’s ability to qualify as an independent (or non-interested) director/trustee; and (viii) such other criteria as the Board Governance Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies or other factors.

One or more members of the Board Governance Committee (and/or the Board) also endeavor to meet with each nominee to evaluate the candidate’s ability to work effectively with other members of the Board, while also exercising independent judgment. Although the Board does not have a formal diversity policy, the Board endeavors to comprise itself of members with a broad mix of professional and personal backgrounds. Thus, the Board Governance Committee and the Board accorded particular weight to the individual professional background of each Non-Interested Director/Trustee, as summarized below under “Nominee Qualifications.”

The Boards believe that the Funds are well-served by a board, the membership of which consists of persons that represent a broad mix of professional and personal backgrounds. In considering nominations, the Board’s Board Governance Committees take the following matrix into account in assessing how a candidate’s professional background would fit into the mix of experiences represented by the then-current Board.

With respect to the directorship of Mr. Truscott, who is an Interested Nominee, the Board Governance Committee of each Board, and the full Board, have concluded that having a senior executive of Columbia Management serve on the Board can facilitate the Non-Interested Directors/Trustees’ increased access to information regarding Columbia Management, which is the Companies’ most significant service provider.

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With respect to the directorship of Dr. Santomero, who is an Interested Nominee, the Board Governance Committee of each Board, and the full Board, have concluded that, despite his lack of technical independence under the 1940 Act (arising from his board service to Citigroup, Inc. and Citibank N.A.), he could serve with “substantive independence” primarily since he has no financial interest or relationship with Columbia Management or Ameriprise. The Boards also took into account Dr. Santomero’s broad array of experiences from management consulting to academia to public service, which are expected to complement well the mix of experiences represented by the current Columbia RiverSource Boards. The Board Governance Committee met [—] times during the Funds’ fiscal year ended December 31, 2009.

Compliance Committee

The Compliance Committee supports the Funds’ maintenance of a strong compliance program by: providing a forum for Non-Interested Directors/Trustees to consider compliance matters impacting the Funds or their key service providers; developing and implementing, in coordination with the Funds’ Chief Compliance Officer (“CCO”), a process for the review and consideration of compliance reports that are provided to the Boards; and providing a designated forum for the Funds’ CCO to meet with Non-Interested Directors/Trustees on a regular basis to discuss compliance matters. The Compliance Committee met [—] times during the Funds’ fiscal year ended December 31, 2009.

Contracts Committee

The Contracts Committee reviews and oversees the contractual relationships with service providers. The Contracts Committee receives and analyzes reports covering the level and quality of services provided under contracts with the Fund and advises the Board regarding actions taken on these contracts during the annual review process. The Contracts Committee met [—] times during the Funds’ fiscal year ended December 31, 2009.

Executive Committee

The Executive Committee acts for the Board between meetings of the Board. The Executive Committee met [—] times during the Funds’ fiscal year ended December 31, 2009.

Investment Review Committee

The Investment Review Committee reviews and oversees the management of the Funds’ assets. The Investment Review Committee considers investment management policies and strategies, investment performance, risk management techniques, and securities trading practices and reports areas of concern to the Board. The Investment Review Committee met [—] times during the Funds’ fiscal year ended December 31, 2009.

Audit Committee

The Audit Committee oversees the accounting and financial reporting processes of the Funds and internal controls over financial reporting. The Audit Committee oversees the quality and integrity of the Funds’ financial statements and independent audits as well as the Funds’ compliance with legal and regulatory requirements relating to the Funds’ accounting and financial reporting, internal controls over financial reporting and independent audits. The Audit Committee also makes recommendations regarding the selection of the Funds’ independent registered public accounting firm and reviews and evaluates the qualifications, independence and performance of the independent registered public accounting firm.

The Audit Committee oversees the Funds’ risks by, among other things, meeting with the Funds’ internal auditors, establishing procedures for the confidential, anonymous submission by employees of concerns about accounting or audit matters, and overseeing the Funds’ Disclosure Controls and Procedures. The Audit Committee met [•] times during the Funds’ fiscal year ended December 31, 2009.

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Nominee Qualifications

The Companies’ Charters do not set forth any specific qualifications to serve as a director/trustee. The charter of each Board Governance Committee also does not set forth any specific qualifications, but does set forth certain factors that the Board Governance Committees may take into account in considering director/trustee candidates. Each Board Governance Committee has the same charter, which is attached as Appendix B to this Joint Proxy Statement. The Board Governance Committees have not established any specific minimum qualifications that must be met by a nominee or specific qualities or skills that the Board Governance Committees believe are necessary for one or more of the directors/trustees to possess.

The following is a summary of the particular professional and other experience of each Nominee that was relevant to the Board Governance Committee’s nomination of that individual (as of the date of this Joint Proxy Statement):

Kathleen Blatz. Ms. Blatz has been a director/trustee on the Columbia RiverSource Boards since 2006. Ms. Blatz has ten years of judicial experience and substantial other legal and government experience. Ms. Blatz served as an associate justice of the Minnesota Supreme Court from 1996 to 1998 and as Chief Justice of the court from 1998 to 2006. Ms. Blatz served in the Minnesota House of Representatives from 1979 to 1994.

Edward J. Boudreau, Jr. Mr. Boudreau has been a trustee of certain trusts in the Columbia Fund Complex since 2005. In addition, he has over thirty years of business and consulting experience, primarily in the financial services industry, including as the chief executive of a mutual fund management company.

Pamela G. Carlton. Ms. Carlton has been a director/trustee on the Columbia RiverSource Boards since 2007. Ms. Carlton has significant experience in consulting and in investments, having served as a Managing Director in U.S. Equity Research at J.P. Morgan Chase.

William P. Carmichael. Mr. Carmichael has been a trustee of certain trusts in the Columbia Fund Complex since 1999, and has served as Chairman of the Columbia Nations Board and of the boards of the other trusts in the Columbia Fund Complex since 2003. Mr. Carmichael served in various senior financial and directorship positions with global consumer products companies. Mr. Carmichael is a certified public accountant and a licensed attorney.

Patricia M. Flynn. Ms. Flynn has been a director/trustee on the Columbia RiverSource Boards since 2004. Ms. Flynn currently serves as Trustee Professor of Economics and Management of Bentley University, and was the former dean of a graduate school of business.

William A. Hawkins. Mr. Hawkins has been a trustee of certain trusts in the Columbia Fund Complex since 2005. He currently serves as the President and Chief Executive Officer of California General Bank and has over thirty years of executive level experience in the banking industry. Mr. Hawkins is a certified financial planner and a chartered property and casualty underwriter, as well as holding series 7, 24 and 63 licenses from the Financial Industry Regulatory Authority.

R. Glenn Hilliard. Mr. Hilliard has been a trustee of certain trusts in the Columbia Fund Complex since 2005. Mr. Hilliard is currently the Chairman and Chief Executive Officer of The Hilliard Group, LLC. Mr. Hilliard has over five years executive level experience in the insurance industry. Mr. Hilliard has served on the board of directors and as non-executive chairman of CNO Financial, Inc. (formerly Conseco, Inc.) for a number of years. Mr. Hilliard is also a licensed attorney.

Stephen R. Lewis, Jr. Mr. Lewis has been the Chairman of the Columbia RiverSource Boards since 2007 and a director/trustee on the Columbia RiverSource Boards since 2002. From 1987 to 2002, Mr. Lewis served as President of Carleton College, after which he continued to serve as President Emeritus and

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Professor Emeritus of Economics. Mr. Lewis has more than thirty years experience in Asia and Africa, primarily advising governments on economic policy and negotiations of foreign investment and financing agreements. Mr. Lewis is also a director of Valmont Industries, Inc.

John F. Maher. Mr. Maher has been a director/trustee on the Columbia RiverSource Boards since 2008. Mr. Maher has extensive experience in the financial services industry, and was formerly President, Chief Executive Officer and a director of Great Western Financial Corporation.

John J. Nagorniak. Mr. Nagorniak has been a trustee of certain trusts in the Columbia Fund Complex since 2008. Mr. Nagorniak has served in executive level and director positions for over twenty-five years. He is a chartered financial analyst and is currently a trustee of the Research Foundation of the CFA Institute.

Catherine James Paglia. Ms. Paglia has been a director/trustee on the Columbia RiverSource Boards since 2004. Ms. Paglia has extensive experience in the asset management industry, and currently serves as a director of Enterprise Asset Management, Inc., a private real estate and asset management company.

Leroy C. Richie. Mr. Richie has been a director/trustee on the Columbia RiverSource Boards since 2008. Mr. Richie has over twenty years of legal experience, including, currently, as Counsel at Lewis & Munday, P.C., and formerly served as Vice President and General Counsel, Automotive Legal Affairs, of Chrysler Corporation from 1990 to 1997.

Anthony M. Santomero. Dr. Santomero has been a trustee of certain trusts in the Columbia Fund Complex since 2008. Dr. Santomero has over thirty years of experience as a professor of finance and private consultant specializing in issues including risk management, financial restructuring, credit risk evaluation and management, and regulation. He has served as consultant to financial institutions and agencies in the U.S. and various countries in the European Union and the European Community itself, as well as institutions in various countries around the world. Additionally, Dr. Santomero has served as President and Chief Executive Officer of the Federal Reserve Bank of Philadelphia.

Minor M. Shaw. Ms. Shaw has served as a trustee of certain trusts in the Columbia Fund Complex since 2003. Ms. Shaw is the President of certain private companies and is a member of the board of Piedmont Natural Gas and Blue Cross and Blue Shield of South Carolina. Ms. Shaw also serves as an active member on the boards of numerous educational and public service organizations.

Alison Taunton-Rigby. Ms. Taunton-Rigby has been a director/trustee on the Columbia RiverSource Boards since 2002. Ms. Taunton-Rigby has been the Chief Executive Officer and a director of RiboNovix, Inc. since 2003. She also formerly served as the President of Aquila Biopharmaceuticals.

William F. Truscott. Mr. Truscott has been a director/trustee on the Columbia RiverSource Boards since 2001. Mr. Truscott has over nine years of experience as President and Chief Investment Officer of Columbia Management, and currently serves as Chairman of the board of Columbia Management. Mr. Truscott is also an executive officer of Ameriprise, the parent company of Columbia Management.

Procedures for Communications to the Boards

Shareholders who want to communicate with the Boards or an individual director/trustee should send written communications to Board Services Corporation, 901 S. Marquette Ave., Minneapolis, MN 55402, addressed to the board of director/trustees of the Company or the individual director/trustee.

Executive Officers of the Companies and Columbia Management

Information about the executive officers of each Company and Columbia Management is included in Appendix C to this Joint Proxy Statement.

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Remuneration for Directors/Trustees and Officers

Information about total directors’/trustees’ fees paid by each Fund and the Companies to the Non-Interested Directors/Trustees and Interested Directors/Trustees is included in Appendix D to this Joint Proxy Statement. Persons who are employees, officers or directors of Columbia Management receive no remuneration for serving as directors/trustees of the Companies.

Required Vote and Recommendation

The RiverSource Variable Series Trust is organized as a Massachusetts business trust. Seligman Portfolios, Inc. is organized as a Maryland corporation. The election of trustees/directors requires the affirmative vote of a plurality of the voted shares of each Company at a meeting at which a quorum of such Company is present.

THE BOARDS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE

FOR THE ELECTION OF EACH NOMINEE.

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PROPOSAL 2 – APPROVE PROPOSED IMS AGREEMENT

(All Funds)

Each Board has unanimously approved a new Investment Management Services Agreement (each, a “Proposed IMS Agreement” and together, the “Proposed IMS Agreements”) between Columbia Management and each Company, on behalf of each of the Funds. Under the 1940 Act, shareholder approval is required before any Fund can implement its respective Proposed IMS Agreement. If shareholders of a Fund do not approve a Proposed IMS Agreement, such Fund will continue operating pursuant to its Investment Management Services Agreement currently in effect (each, a “Current IMS Agreement” and collectively, the “Current IMS Agreements”).

The Proposed IMS Agreements are part of a larger group of proposals aimed at further integrating the Combined Fund Complex following the Transaction. The Proposed IMS Agreements, if approved, would conform to the standard form of Investment Management Services Agreement used by other funds in the Combined Fund Complex and are designed to achieve consistent investment management service and fee structures across the Combined Fund Complex. Under the Proposed IMS Agreements, the Funds would continue to be managed by Columbia Management and are expected to receive at least the same level and quality of services as those received under the Current IMS Agreements. Additionally, for certain Funds, the Proposed IMS Agreements reflect an increase in the applicable investment advisory fee rates. With respect to each Fund that has a performance incentive adjustment (a “PIA”) to its applicable investment advisory fee rate, the Proposed IMS Agreements reflect the elimination of the PIA. Depending on the Fund, current effective advisory fees would increase up to [0.22]%. In addition, as described in more detail below, the Proposed IMS Agreements would not necessarily result in higher gross expenses in many of those Funds in light of their current asset levels. Specifically, as further described below, the Proposed IMS Agreements would affect different Funds in different ways:

A description of key terms and a comparison of the Proposed IMS Agreements and the Current IMS Agreements are set forth below. All changes to the Current IMS Agreements that are unrelated to a Fund’s investment advisory fee rate and/or that involve only a decrease to the investment advisory fee rates payable by a Fund (as described below under “Proposal 2 – Approve Proposed IMS Agreement – Description and Comparison of the Proposed IMS Agreements and the Current IMS Agreements”) are deemed to be “Non-Fee Changes.” Additional details about the effects of the Proposed IMS Agreements on particular Funds’ fee rates immediately follow this comparison. Additional information about Columbia Management is provided in Appendix E.

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Description and Comparison of the Proposed IMS Agreements and the Current IMS Agreements

The overall terms of each Proposed IMS Agreement is similar to those of the Current IMS Agreement. However, as further described below under Proposals 2(b), 2(c) and 2(d), certain Funds will experience changes in their fee structures that would result in an increase to the investment advisory fee rate payable by such Fund. In addition, certain of the IMS Funds will experience changes in their fee structures that would result in a decrease to the investment advisory fee rate payable by such Fund. The rate decreases are not required to be voted on by shareholders and thus are not described below. In either case, the level of services provided by Columbia Management under the Proposed IMS Agreements is not expected to change from the level of services currently being provided under the Current IMS Agreements.

The Proposed IMS Agreements include certain language and other changes as described below. The dates on which each Current IMS Agreement was entered into and last submitted to a vote of shareholders, and the purpose of such submission are included in Appendix F. For ease of reference, the Proposed IMS Agreements and Current IMS Agreements are sometimes referred to in this section as the “IMS Agreements.”

Notwithstanding some differences in the specific language used to describe the services provided, the overall scope and nature of the investment advisory services to be provided under the Proposed IMS Agreements are the same, in all material respects, as those provided under the Current IMS Agreements. In this regard, both forms of IMS Agreement generally provide that, subject to oversight by the Boards and the authorized officers of the Companies, Columbia Management agrees to: continuously furnish the Funds with investment advice; decide what securities are to be purchased, held or sold, consistent with the Funds’ respective investment objectives, strategies and policies; perform investment research; prepare and make available to the Boards all research and statistical data in connection therewith; and execute or cause the execution of purchase and sell orders for the Funds. The Proposed IMS Agreements add that Columbia Management will determine which investments to make consistent with each Fund’s investment strategies, recommend changes to investment objectives, strategies and policies to the Boards and furnish to the pertinent Board such reports, statistical data and other information relating to the investment management of the relevant Fund in the form and at such intervals that such Board may reasonably request.

Under both forms of IMS Agreement, Columbia Management, in executing portfolio transactions and selecting brokers or dealers for a Fund, agrees to seek best execution. The Proposed IMS Agreements state that, in selecting broker-dealers to execute transactions, Columbia Management may consider not only the price of the security being traded (including commission or mark-up), but also other relevant facts such as, without limitation, the size and difficulty of the transaction, the characteristics of the security being traded, the broker-dealer’s financial condition and execution capabilities or research or other information furnished to Columbia Management. This differs from the Current IMS Agreements, which provide that Columbia Management will consider such other factors. Both forms of IMS Agreement explicitly contemplate that Columbia Management may, except where otherwise directed by the Boards, execute transactions or pay to a broker or dealer who provides brokerage and research services a commission for executing a portfolio transaction for the Fund that is in excess of the amount of commission another broker or dealer would have charged for effecting the transaction, to the extent consistent with applicable law.

Both forms of IMS Agreement contemplate the engagement by Columbia Management of subadvisers for the Funds, and provide that Columbia Management may subcontract for certain of the services described under that IMS Agreement, with the understanding that the quality and level of services required to be provided under the IMS Agreement will not be diminished thereby and with the further understanding that Columbia Management will obtain the approval of the Board and/or a Fund’s shareholders as required by applicable law, rules, regulations promulgated thereunder, the terms of the agreement, resolutions of the Boards and Columbia Management’s commitments. Both forms of IMS Agreement contemplate that Columbia Management will maintain an adequate organization of competent persons to provide the services and to perform the functions therein mentioned, though the Proposed IMS Agreements qualify this requirement such that it applies only to the extent such services and functions have not been delegated to a subadviser. In addition, while the Current IMS Agreements require Columbia Management to maintain adequate oversight over service providers, including subadvisers, the Proposed IMS Agreements limit this oversight responsibility to subadvisers (though the Funds’ Administration Services Agreement provides for Columbia Management’s oversight of the Funds’ other service providers).

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With respect to Columbia Management’s obligation to obtain the approval of a Fund’s shareholders prior to retaining, employing or changing subadvisers, please note that, for the Seligman Global Technology Portfolio, this Joint Proxy Statement also asks you to authorize Columbia Management to appoint non-affiliated subadvisers and/or materially modify agreements with non-affiliated subadvisers without obtaining the approval of shareholders under most circumstances. For more information about this request for authority, see “Proposal 3 – Approve the Manager of Managers Proposal.”

Both forms of IMS Agreement contemplate that Columbia Management will provide support as required or requested by a Board with respect to voting proxies solicited by or with respect to the issuers of securities owned by a Fund. The Proposed IMS Agreements contemplate that Columbia Management may vote proxies and provide or withhold consents as directed by the Board from time to time, while the Current IMS Agreements state that the Board has the sole voting power with respect to such proxies.

Both forms of IMS Agreement generally require that all information provided by a Fund to Columbia Management and vice versa be treated as confidential and non-disclosable to unaffiliated third parties except under limited circumstances. The IMS Agreements generally require books and records to be maintained by Columbia Management on behalf of a Fund.

Fees

Under both forms of IMS Agreement, each Fund pays a fee that is based on a percentage of the average daily net assets of the Fund. The IMS Agreements provide for such fees to be accrued daily and paid monthly. Columbia Management is solely responsible for compensating any subadviser(s) for performing any of the duties delegated to them.

The aggregate amounts actually paid by the IMS/Fee Increase Fund, each IMS/PIA Fund and each IMS/Fee Increase/PIA Fund to Columbia Management for investment management services during the Fund’s last fiscal year, and the amounts that would have been paid to Columbia Management if the proposed fee rates had been in effect, are set forth in Appendix G to this Joint Proxy Statement. The amounts paid by each Fund to Columbia Management and its affiliated persons during the Fund’s last fiscal year are also set forth in Appendix G. Information about the current and proposed fee rates for the IMS/Fee Increase Fund and each IMS/Fee Increase/PIA Fund, are set forth below under “Proposal 2(b) – IMS/Fee Increase Funds” and “Proposal 2(d) – IMS/Fee Increase/PIA Funds” respectively. In addition, current and proposed fee tables for the IMS/Fee Increase Fund, each IMS/PIA Fund and each IMS/Fee Increase/PIA Fund that would, based on asset levels as of [the end of the Fund’s last fiscal year], experience an increase in investment advisory fees payable is set forth in Appendix G. Except for the fee rate changes described in this Proposal 2, there are no proposed fee rate changes that could increase the investment advisory fee rates payable under the Current IMS Agreements.

As noted below, Columbia Management has agreed to continue to implement contractual expense limitations that will generally cap annual operating expense ratios at levels that are at or below the median net operating expense ratio of funds in the respective Fund’s peer group (as determined annually after the initial term by an independent third-party data provider), pursuant to a methodology mutually agreed upon by the Boards and Columbia Management. These commitments may mitigate the impact of any investment advisory fee increases. Any contractual expense limitation may be revised or discontinued upon its expiration, unless sooner terminated by the Fund’s Board in its discretion.

Payment of Expenses

The Proposed IMS Agreements require Columbia Management to furnish at its expense the office space, supplies, equipment, clerical help and other personnel and services required to render its investment management services and to pay the compensation of the directors/trustees or officers of the pertinent

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Company who are directors, officers, or employees of Columbia Management (except to the extent that the Boards specifically approves the payment by the Fund of all or a portion of such compensation). The Proposed IMS Agreements specifically note that, except to the extent expressly assumed by Columbia Management, and except to the extent required by law to be paid or reimbursed by Columbia Management, Columbia Management will have no duty to pay any Fund operating expenses incurred in the organization and operation of the Fund.

The Current IMS Agreements require Columbia Management to bear all expenses associated with its services under an IMS Agreement, except for the following specified expenses payable by each Fund: (a) fees payable to Columbia Management for its services under the terms of the IMS Agreement; (b) taxes; (c) brokerage commissions and other charges in connection with the purchase and sale of assets; (d) custodian fees and expenses; (e) premiums on the Fund’s fidelity bond required by Rule 17g-1 under the 1940 Act; (f) fees and expenses of attorneys generally; (g) fees paid for qualification and registration for public sale of the Fund’s securities; (h) fees of consultants employed by the Fund; (i) Board member, officer, and employee expenses, except the Fund will not pay any fees or expenses of any person who is an officer or employee of Columbia Management or its affiliates; (j) certain state filing fees and charges incurred by the Fund; (k) organizational expenses of the Fund; (l) expenses incurred by the Fund in lending portfolio securities; (m) expenses properly payable by the Fund, that are approved by the Board; and (n) other expenses payable by the Fund pursuant to separate agreements between the Fund and any of its service providers. While the Proposed IMS Agreements replace the foregoing recitation of specified expenses with a general statement regarding the obligation of the Fund to bear any operating expenses incurred in its organization and operation, there is no actual change in the allocation of expenses between Columbia Management and the Funds.

Limits of Liability

Under the Proposed IMS Agreements, and subject to U.S. federal securities laws, neither Columbia Management nor any of its directors, officers, partners, principals, employees, or agents will be liable for any acts or omissions or for any loss suffered by a Fund or the Fund’s shareholders or creditors, except for a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties under the IMS Agreements or reckless disregard of its obligations or duties under the IMS Agreements. The Current IMS Agreements include the term “intentional misconduct” rather than “willful misfeasance” and do not include any specific references to liability for acts by Columbia Management in the reckless disregard of its obligations or duties.

Other Items

The IMS Agreements deem Columbia Management an independent contractor of the Funds, with no authority to act or represent the Funds (except as expressly provided or authorized). The IMS Agreements also affirmatively state that Columbia Management and its affiliates may perform investment advisory services for other clients, so long as Columbia Management’s services under the IMS Agreements are not impaired thereby.

The IMS Agreements require Columbia Management to allocate investment opportunities among its clients, including the Funds, in a fair and equitable manner consistent with its fiduciary obligations. The Current IMS Agreements specifically restrict Columbia Management, its officers, directors or employees, from making, accepting or receiving any fees in connection with the purchase or sales of assets (except shares issued by the Fund) by or for the Fund, except as permitted under the IMS Agreement and consistent with the use of a broker-dealer affiliate of Columbia Management under U.S. federal securities laws. The Proposed IMS Agreements do not contain such an explicit prohibition. Even so, Columbia Management would continue to be required to adhere to such restrictions consistent with the 1940 Act.

The Proposed IMS Agreements also include certain provisions that are not currently in the Current IMS Agreements. In this regard, the Proposed IMS Agreements include a provision that all parties to such agreements acknowledge and agree that any and all liabilities of the pertinent Companies arising directly or indirectly under such agreements will be satisfied solely out of the assets of the Company and that no

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director/trustee, officer or shareholder shall be personally liable for any such liabilities. Further, the Proposed IMS Agreements state that if any term, provision, agreement, covenant or restriction of the Agreement is invalid, void or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated under the Agreement is not affected in any manner materially adverse to any party to the Agreement. Moreover, upon such a determination, the parties shall negotiate in good faith to modify the IMS Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner. The Proposed IMS Agreements also include a provision that, at such time as that Proposed IMS Agreement or any extension, renewal or amendment thereof or any similar agreement with any organization which has succeeded to the business of Columbia Management is no longer in effect, the Fund will cease to use any name derived from the name of Columbia Management or of any organization which shall have succeeded to Columbia Management’s business as an investment manager. No similar provisions are included in the Current IMS Agreements.

In addition, the Proposed IMS Agreements state that the agreement will be governed by the substantive laws of the Commonwealth of Massachusetts, while the Current IMS Agreements are to be construed in accordance with the laws of the State of Minnesota.

Proposal 2(a) – IMS Funds

The Boards unanimously approved, and recommends that shareholders of each IMS Fund vote for, the Proposed IMS Agreements between Columbia Management and each Company on behalf of each of the following IMS Funds:

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Approval of the Proposed IMS Agreements would not increase the investment advisory fee rate for any IMS Fund but would implement the Non-Fee Changes described above. If shareholders of an IMS Fund fail to approve the Proposed IMS Agreement on behalf of such IMS Fund, then Columbia Management will continue to serve as investment manager pursuant to that Fund’s Current IMS Agreement. The Proposed IMS Agreement of certain Funds includes a reduction in investment advisory fee rates, which will be implemented regardless of whether shareholders of such a Fund approve the Proposed IMS Agreement. For a description of certain of the specific factors considered by the Board in approving the Proposed IMS Agreement, see “Proposal 2 – Approve Proposed IMS Agreement - Board Considerations” below.

Proposal 2(b) – IMS/Fee Increase Fund

In addition to considering the Non-Fee Changes described above, the Board of RiverSource Variable Series Trust, on behalf of the IMS/Fee Increase Fun., d (RiverSource Variable Portfolio - Diversified Bond Fund), considered the proposed increase to the investment advisory fee rates payable by the IMS/Fee Increase Fund to Columbia Management, and unanimously approved, and recommends that shareholders of the IMS/Fee Increase Fund vote for, the Proposed IMS Agreement.

Description of the Change to Investment Advisory Fee Rate

As indicated above, the Proposed IMS Agreement for the IMS/Fee Increase Fund is part of a group of related proposals that are designed to enhance consistency and uniformity across the Combined Fund Complex. These proposals are intended to provide shareholders of the Combined Fund Complex with the potential to realize the full range of benefits resulting from a much larger mutual fund group, including:

The investment advisory fee rates payable by the IMS/Fee Increase Fund would increase at certain asset levels (with current effective advisory fees decreasing by [0.03]%). Even though certain fee rates will increase for the IMS/Fee Increase Fund, the net effect of the larger group of proposals, which, for many of the funds comprising the Combined Fund Complex, include reductions in administration fee rates and contractual expense limitations, is expected to be a reduction in the overall fees paid, on a cumulative basis, by the various funds comprising the Combined Fund Complex. Thus, on a cumulative basis, Variable Contract owners, many of whom have an interest in shares of more than one fund, may pay lower fees overall even if the cost of a particular fund is increasing.

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Although the Proposed IMS Agreements would result in higher investment advisory fee rates payable by certain Funds, they would not necessarily result in higher gross expenses for the IMS/Fee Increase Fund in light of its current asset levels. The following chart provides additional information about current and proposed investment advisory fee rates and administration fee rates for the IMS/Fee Increase Fund and illustrates the impact of the changes to investment advisory fee rates and administration fee rates on a consolidated basis.

Current and Proposed Management Fee Rates

The fees shown in the above table do not account for any contractual expense limitation agreements between Columbia Management and the IMS/Fee Increase Fund. In this regard, Columbia Management has agreed to continue to implement a contractual expense limitation that will generally cap the annual operating expense ratio for the IMS/Fee Increase Fund at a level that is at or below the median net expense ratio of funds in the respective Fund’s peer group. This commitment may mitigate the impact of any investment advisory fee changes resulting from the adoption of standardized fee schedules. While Columbia Management does not currently expect to change its practice of establishing annual contractual expense limitations, as described below, any contractual expense limitation may be revised or discontinued upon its expiration, unless sooner terminated by the Fund’s Board in its discretion.

Annually, after the initial term, an independent third-party data provider will determine the median net expense ratios of a Fund’s Class 3 shares peer group, which includes many (but not all) funds with similar strategies as the Fund, as determined by the independent third-party data provider. The independent third-party data provider’s determination will then be used to adjust the contractual expense limitation for Class 3 shares of such Fund, if necessary. Columbia Management may, from time to time, establish a contractual expense limitation that is lower than the median net expense ratio determined by the independent third-party data provider. Corresponding contractual expense limitations (adjusted to reflect differences in transfer agency and/or distribution and services (Rule 12b-1) fees) will be implemented for other share classes. Actual fees and expenses will vary based upon the size of the Fund and other factors. The amounts that would have been paid to Columbia Management by the IMS/Fee Increase Fund during the most recently completed fiscal year under the proposed investment advisory fee rates are set forth in Appendix G.

Columbia Management has informed the Board of RiverSource Variable Series Trust that the reductions, if any, in administration fee rates for the IMS/Fee Increase Fund are contingent on shareholder approval of the Proposed IMS Agreement for that particular Fund. If shareholders of the IMS/Fee Increase Fund fail to approve the Proposed IMS Agreement on behalf of the Fund, then Columbia Management will continue to serve as investment manager to the Fund pursuant to the Current IMS Agreement. All terms and conditions of the Current IMS Agreement that are currently in effect, including the current investment advisory fee rates, would remain in effect.

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For a description of certain of the specific factors considered by the Board of RiverSource Variable Series Trust in approving the Proposed IMS Agreement, see “Board Considerations” below.

Proposal 2(c) – IMS/PIA Funds

In addition to considering the Non-Fee Changes described above, the Board of the RiverSource Variable Series Trust, on behalf of its IMS/PIA Funds, considered the elimination of a PIA from such IMS/PIA Funds, and unanimously approved, and recommends that shareholders of each IMS/PIA Fund vote for, the Proposed IMS Agreement on behalf of each of the following IMS/PIA Funds:

Description of the Performance Incentive Adjustment

As indicated above, the Proposed IMS Agreements, including the proposed elimination of the PIAs, are part of a group of proposals designed to align the investment management service and fee structure of each IMS/PIA Fund with the investment management service and fee structure across the Combined Fund Complex. The PIA, which is included in the Current IMS Agreement between an IMS/PIA Fund and Columbia Management, can increase or decrease the investment advisory fee payable by each such Fund based on the Fund’s relative performance.

The PIA for these Funds is determined monthly by measuring the percentage difference over a rolling 12-month period between the annualized performance of one Class 3 share of an IMS/PIA Fund and the annualized performance of an unaffiliated broad-based index (the “PIA Index”). This performance difference is then used to determine the adjustment rate. The adjustment rate, computed to five decimal points, is determined in accordance with the following table and is applied against an IMS/PIA Fund’s average daily net assets for the applicable rolling 12-month period, and divided by 12 to obtain the fee reflecting the performance fee adjustment for that month.

For example, if an IMS/PIA Fund outperforms the relevant PIA Index by 2.38%, the adjustment rate is 0.000676 (0.0006 [6 basis points] plus 0.0038 [the 0.38% performance difference over 2.00%] x 0.0002 [2 basis points] x 100 (0.000076)). Rounded to five decimal places, the adjustment rate is 0.00068. The maximum adjustment rate for the IMS/PIA Fund is 12 basis points per year. Where the IMS/PIA Fund’s Class 3 shares’ performance exceeds that of the PIA Index, the fee payable to the Columbia Management will increase. Where the performance of the PIA Index exceeds the performance of the IMS/PIA Fund’s Class 3 shares, the fee payable to Columbia Management will decrease. The 12-month comparison period rolls over with each succeeding month, so that it always equals the amount of the rolling period, ending with the month for which the performance adjustment is being computed.

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Transition Fee Formula

In connection with the proposed elimination of the PIA, for Variable Portfolio – Davis New York Venture Fund (a “wind-down fund”), Columbia Management has agreed that for a transitional period equal to half of the wind-down fund’s rolling performance fee calculation period), the wind-down fund will compensate Columbia Management at the lower of: (i) the fee calculated under the Proposed IMS Agreement (i.e., without the PIA), or (ii) the fee calculated under the Current IMS Agreement (including any applicable negative PIA), regardless of whether the proposed elimination of the PIA is approved by the wind-down fund’s shareholders.

For the other IMS/PIA Funds, the investment advisory fee rates, including the PIA, will be calculated as normal until the date of transition to the new investment advisory fee rates (if approved by shareholders).

Purpose and Impact of the Elimination of a PIA

Appendix G shows current and proposed fee tables for each IMS /PIA Fund that would, based on asset levels as of [the end of the Fund’s fiscal year], experience an increase in the fees shown in its fee table, including the estimated impact of the changes to management fees and the estimated impact of the contractual fee caps on such IMS/PIA Fund. As previously discussed, the Proposed IMS Agreements are part of a group of related proposals that are designed to achieve consistent investment management service and fee structures across the Combined Fund Complex. Elimination of the PIA would further align the fee structure of each IMS/PIA Fund with the investment management service and fee structure across the Combined Fund Complex, which does not feature a PIA. Additionally, the Board of the RiverSource Variable Series Trust reviewed materials relating to current industry practices and determined that the use of a PIA is not prevalent among major fund complexes. Moreover, a PIA can impact different shareholders differently in that, given that the PIA measurement periods lag the PIA adjustment period by many months and that IMS/PIA Fund shares can be purchased or redeemed on any business day, the shareholders that benefit from outperformance are not necessarily the same shareholders who will pay higher fees in a later period. In light of the limited use of PIAs by investment advisers in the industry, the potential for greater revenue volatility with the application of a PIA and the desire to enhance consistency across the Combined Fund Complex, Columbia Management wishes to discontinue the PIA arrangements for the IMS/PIA Funds.

If shareholders of an IMS/PIA Fund fail to approve the Proposed IMS Agreement on behalf of such Fund, then Columbia Management will continue to serve as investment manager to the Fund pursuant to its Current IMS Agreement and will be entitled to receive the amounts set forth in such Current IMS Agreement. In addition, Columbia Management may resume assessing the investment advisory fees for any wind-down fund, including any applicable PIA, according to the investment advisory fee rates set forth in its Current IMS Agreement.

For a description of certain of the specific factors considered by the Board of RiverSource Variable Series Trust in approving the Proposed IMS Agreements, see “Proposal 2 – Approve Proposed IMS Agreement – Board Considerations” below.

Proposal 2(d) – IMS/Fee Increase/PIA Funds

In addition to considering the Non-Fee Changes described above, the Board of the RiverSource Variable Series Trust, on behalf of its IMS/Fee Increase/PIA Funds, considered that its Proposed IMS Agreement would result in both an increase in the investment advisory fee rate payable by the IMS/Fee Increase/PIA Funds to Columbia Management and the elimination of the PIA, and, unanimously approved, and recommends that shareholders of each IMS/Fee Increase/PIA Fund vote for, the Proposed IMS Agreement between Columbia Management and the Company on behalf of each of the following IMS/Fee Increase/PIA Funds:

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The Proposed IMS Agreement for these Funds includes (i) the Non-Fee Changes, (ii) an increase to the investment advisory fee rate payable to Columbia Management and (iii) the elimination of a PIA from the IMS/Fee Increase/PIA Fund’s IMS Agreement. Accordingly, the Proposed IMS Agreement for the IMS/Fee Increase/PIA Funds would combine the changes included in the Proposed IMS Agreement of the IMS/Fee Increase Fund and the IMS/PIA Funds. As a result, the investment advisory fee rates payable by the IMS/Fee Increase/PIA Funds may increase at all or most asset levels.

Description of the Change to Investment Advisory Fee Rate

As indicated above, the Proposed IMS Agreements are part of a group of related proposals that are designed to enhance consistency and uniformity across the Combined Fund Complex. These proposals are intended to provide shareholders of the Combined Fund Complex with the potential to realize the full range of benefits resulting from a much larger mutual fund group, including:

The investment advisory fee rates payable by the IMS/Fee Increase/PIA Funds would increase at all or most asset levels (with current effective advisory fees increasing up to [0.22]% depending on your Fund). Even though certain fee rates will increase for certain funds, the net effect of the larger group of proposals, which, for many of the funds comprising the Combined Fund Complex, include reductions in administration fee rates and contractual expense limitations, is expected to be a reduction in the overall fees paid, on a cumulative basis, by the various funds comprising the Combined Fund Complex. Thus, on a cumulative basis, Variable Contract owners, many of whom have an interest in shares of more than one fund, may pay lower fees overall even if the cost of a particular fund is increasing.

The increase in investment advisory fee rates would not necessarily result in higher gross expenses for the IMS/Fee Increase/PIA Funds in light of their current asset levels. The following chart provides additional information on a fund-by-fund basis about current and proposed investment advisory fee rates and administration fee rates for the IMS/Fee Increase/PIA Funds and illustrates the impact of the changes to investment advisory fee rates and administration fee rates on a consolidated basis.

Please note that an IMS/Fee Increase/PIA Fund’s administration fee rates can be increased by its Board at anytime in the future without a vote by the Fund’s shareholders.

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The fees shown in the above tables do not account for any contractual expense limitation agreements between Columbia Management and the IMS/Fee Increase/PIA Funds. In this regard, Columbia Management has agreed to continue to implement contractual expense limitations that will generally cap annual operating expense ratios for each IMS/Fee Increase/PIA Fund at levels that are at or below the median net expense ratio of funds in the respective Fund’s peer group. These commitments may mitigate the impact of any investment advisory fee changes resulting from the adoption of standardized fee schedules. Appendix G shows current and proposed fee tables for each IMS/Fee Increase/PIA Fund that would, based on asset levels as of [the end of the Fund’s fiscal year], experience an increase in the fees shown in its fee table, including the estimated impact of the changes to management fees and the estimated impact of the contractual fee caps on such IMS/Fee Increase/PIA Fund. While Columbia Management does not currently expect to change its practice of establishing annual contractual expense limitations, as described below, any contractual expense limitation may be revised or discontinued upon its expiration, unless sooner terminated by the Fund’s Board in its discretion.

Annually, after the initial term, an independent third-party data provider will determine the median net expense ratio of a Fund’s Class 3 shares peer group, which includes many (but not all) funds with similar strategies as the Fund, as determined by the independent third-party data provider. The independent third-party data provider’s determination will then be used to adjust the contractual expense limitation for Class 3 shares of such Fund, if necessary. Columbia Management may, from time to time, establish a contractual expense limitation that is lower than the median net expense ratio determined by the independent third-party data provider. Corresponding contractual expense limitations (adjusted to reflect differences in transfer agency and/or distribution and service (Rule 12b-1) fees) will be implemented for other share classes. Actual fees and expenses will vary based upon the size of the Fund and other factors,

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and may be higher or lower than the estimates shown in Appendix G. The estimated proposed expense caps shown in Appendix G reflect peer group median net expense ratios as of early 2010, which are likely to change from year to year but will remain in place until at least the date shown in Appendix G. The amounts that would have been paid to Columbia Management by the IMS/Fee Increase/PIA Funds during the most recently completed fiscal year under the proposed investment advisory fee rates are also set forth in Appendix G.

Description of the Performance Incentive Adjustment

As indicated above, the Proposed IMS Agreements, including the proposed elimination of the PIAs, are part of a group of proposals designed to align the fee structure of each IMS/Fee Increase/PIA Fund with the investment management service and fee structure across the Combined Fund Complex. The PIA, which is included in the Current IMS Agreement between an IMS/Fee Increase/PIA Fund and Columbia Management, can increase or decrease the investment advisory fee payable by each such Fund based on the Fund’s relative performance.

The PIA for these Funds is determined monthly by measuring the percentage difference over a rolling 12-month period between the annualized performance of one Class 3 share of an IMS/Fee Increase/PIA Fund and the annualized performance of the PIA Index. This performance difference is then used to determine the adjustment rate. The adjustment rate, computed to five decimal points, is determined in accordance with the following table and is applied against an IMS/Fee Increase/PIA Fund’s average daily net assets for the applicable rolling 12-month period, and divided by 12 to obtain the fee reflecting the performance fee adjustment for that month.