Exhibit 10.19
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
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.
b.
ACC is qualified to do business and
in good standing in every jurisdiction where its assets are located
and wherever necess
