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EXHIBIT 10.(f)
CAPITAL SUPPORT AGREEMENT
This Capital Support Agreement ("Agreement"), dated as of March 2,
2009, is by
and between Ameriprise Financial, Inc. ("Parent"), a Delaware
corporation, and
Ameriprise Certificate Company ("ACC"), a Delaware corporation and
wholly owned
subsidiary of Parent. Parent and ACC are sometimes
individually referred to
herein as a "Party" and collectively as the "Parties."
RECITALS:
A. Parent is the sole shareholder of
ACC; and
B. Parent and ACC desire to ensure
that ACC continues to operate safely and
soundly and with a
reasonable level of capital while also allowing
Parent to manage
Parent's capital efficiently.
In consideration of the
following agreements and covenants and other
good and valuable consideration, the receipt and sufficiency of
which are
acknowledged, the Parties agree as follows:
AGREEMENT:
1. Commitment of Capital.
Parent shall, subject to the conditions set
forth below in this
Agreement, take such actions as may be necessary and
appropriate to cause ACC
to maintain during the term of this Agreement
the amount of capital
necessary for ACC to satisfy the minimum capital
requirements established
by the federal, state, local or foreign
governmental or
regulatory authority, agency or commission, court or
other legislative,
executive or judicial governmental entity, or
governmental or
non-governmental self-regulatory organization having
primary jurisdiction
over the capital standards of ACC (the "Applicable
Capital
Requirement").
2. Limitations. Notwithstanding
Section 1 of this Agreement, Parent's
obligation to provide,
or cause to be provided, capital under this
Agreement is limited to
an aggregate amount of no more than $115,000,000
(the "Maximum Capital
Amount").
3. Quarterly Provision of
Capital. Parent's obligation to provide capital
pursuant to Section 1
shall arise at any time at which ACC does not have
an amount of capital
sufficient to satisfy the Applicable Capital
Requirement. Such
obligation shall be calculated based upon the monthly
regulatory filings made
by ACC with respect to its Applicable Capital
Requirement. All
infusions or other provisions of capital related to
Parent's obligation
shall be made by Parent once per fiscal quarter.
With respect to any
quarter for which Parent is obligated under this
Agreement to infuse or
otherwise provide capital to ACC, such infusion
or other provision shall
be made by Parent no later than the date on
which ACC's
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filing with the U.S.
Securities Exchange Commission of its financial
statements in respect of
such fiscal quarter (or, in the case of the
fourth fiscal quarter,
the filing of ACC's financial statements in
respect of the
corresponding fiscal year) is due pursuant to the rules
and regulations
promulgated under the Securities Exchange Act of 1934.
Parent shall be entitled
to receive from ACC such information as Parent
reasonably deems
appropriate to confirm ACC's need for capital.
4. Representations of ACC. ACC,
based upon the assumption, for purposes of
Clauses 4.a, 4.b and 4.c
below and Section 6.c, that Parent has or will
infuse the necessary
capital as set forth in Section 3 of this
Agreement, hereby
represents and warrants to Parent as follows:
a. ACC is a
corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. ACC has
all
requisite corporate power and authority to own and operate its
properties, to carry on its business as now conducted, and to
carry
out the transactions contemplated by this Agreement.
