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MARKETING SUPPORT SERVICES AGREEMENT
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BETWEEN
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AMERIPRISE FINANCIAL SERVICES, INC.
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AND
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RIVERSOURCE LIFE INSURANCE COMPANY
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This
Marketing Support Services Agreement (this "Agreement") is made
effective as of January 1, 2007 (the "Effective Date") by and
between
Ameriprise Financial Services, Inc., a Delaware corporation (herein
the
"Authorized Selling Firm" and known internally as "Company 15" for
accounting
purposes), and RiverSource Life Insurance Company, a Minnesota
corporation
(herein the "Company" and known internally as "Company 10" for
accounting
purposes).
WHEREAS,
Authorized Selling Firm and Company are affiliated companies
that are members of an insurance holding company system; and
WHEREAS,
pursuant to a separate selling agreement between the parties
dated January 1, 2007, Authorized Selling Firm distributes annuity
and
insurance products of the Company through a sales force of
financial advisors
who must be furnished with various support services and facilities
in order to
perform their sales activity on behalf of the Company; and
WHEREAS,
Authorized Selling Firm has extensive experience in providing
management, training, administrative services, and certain office
facilities
for its financial advisors and an established infrastructure for
providing
such services and facilities in an efficient and cost effective
manner; and
WHEREAS,
the parties desire to set forth in writing the services and
expenses which are the subject of this Agreement and the basis for
allocating
expenses between them;
NOW,
THEREFORE, in consideration of the mutual covenants and
agreements
contained herein, the parties agree as follows:
1.
Services: Subject to the Company's sole and exclusive right to
control
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and manage
its insurance business, the Authorized Selling Firm will
provide
those services and incur those expenses as set forth on
Attachment
A annexed hereto and made a part hereof as well as any other
services
or expenses reasonably requested by the Company in connection
with
establishing an effective field force and method of
distribution
for the
Company's products.
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2. Term:
This Agreement shall be for a term beginning on the Effective
Date
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and shall
remain in effect thereafter unless the parties mutually agree
otherwise;
provided, however, that either party may terminate this
Agreement
in accordance with the provisions of Section 18 below.
3.
Allocation of Costs: The Company agrees to reimburse Authorized
Selling
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Firm for
its fair share of the costs of providing the services and
facilities
set forth in this Agreement. The methods for allocation of
expenses
by the Authorized Selling Firm to the Company shall be in
accordance
with the requirements of the Minnesota insurance holding
company
system laws. The parties further acknowledge that the
Authorized
Selling
Firm is subject to guidance issued by the Securities and
Exchange
Commission and the National Association of Securities Dealers,
Inc.
("NASD") pertaining to the recording of expenses and liabilities
by
broker
dealers as set forth in the NASD's Notice To Members 03-63.
Such
methods of
allocation shall be modified and adjusted by mutual agreement
where
necessary or appropriate to reflect fairly and equitably the
actual
incidence of expense incurred by the Authorized Selling Firm
and
allocation
of such expenses to the Company. The method of allocating
costs
hereunder shall be set forth in Attachment A.
4.
Payments: For services rendered under this Agreement, payment shall
be
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made by
the Company to the Authorized Selling Firm on a monthly basis
within
thirty (30) days of invoice or other notice. The parties agree
that
during the course of any given month the Company may make
reasonable
estimated payments for part or all of the monthly cost in
which case
such payment shall be offset against the actual amount
otherwise
due at the end of the month under this Agreement. The parties
also agree
that, at the option of the Company, the Company may reimburse
Authorized
Selling Firm based upon Authorized Selling Firm's good faith
estimate
of the monthly costs for some or all of the services provided
hereunder,
in which case there shall be a final adjustment made within
thirty
(30) days after completion of Authorized Selling Firm's cost
analysis
performed at least annually.
5. No
Profit or Loss: It is the intention of the parties that no
party
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shall
realize a profit nor incur a loss as a result of the allocation
of
costs for
the services and facilities described herein and the
allocation
of all costs for such services and facilities shall be made
consistent
with such intention.
6.
Maintenance of Books: Company and Authorized Selling Firm each
shall
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maintain
its own books, accounts and records in such a way as to
disclose
clearly and accurately the nature and detail of the
transactions between them, including such accounting information as
is
necessary
to support the reasonableness of the allocations under this
Agreement,
and such additional information as the Company may reasonably
request
for purposes of its internal bookkeeping and accounting
operations. The Authorized Selling Firm shall keep such books,
records
and
accounts insofar as they pertain to the computation of charges
hereunder available
for audit, inspection and copying by the Company and
persons
authorized by it or any governmental agency having jurisdiction
over the
Company during all reasonable business hours.
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7.
Ownership and Custody of Records: All records, books and files
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established and maintained by the Authorized Selling Firm by reason
of
its
performance of services under this Agreement, which, absent
this
Agreement,
would have been held by the Company, shall be deemed the
property
of the Company and shall be maintained in accordance with
applicable
laws and regulations. Such records should be available,
during
normal business hours, for inspection by the Company, anyone
authorized
by the Company, and any governmental agency that has
regulatory
authority over the Company's business activities. Copies of
such
records, books and files shall be delivered to the Company on
demand.
All such records, books and files shall be promptly transferred
to the
Company by the Authorized Selling Firm upon termination of this
Agreement;
provided, however, that nothing herein shall prevent the
Authorized
Selling Firm from maintaining a copy of such records as
necessary
for the Authorized Selling Firm to comply with Section 17(a)
of the
1934 Act and the rules thereunder pertaining to books and
records
required
to be kept by a broker dealer.
8. Audit:
The Company and persons authorized by it and any governmental
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agency
having jurisdiction over the Company shall have the right, at
Company's
expense, to conduct an audit of the relevant books, records
and
accounts in the possession of the Authorized Selling Firm upon
giving
reasonable notice of its intent to conduct such an audit. In
the
event of
such audit, the Authorized Selling Firm shall give to the party
requesting
the audit reasonable cooperation and access to all books,
records
and accounts necessary to audit during normal business hours.
9. Right
to Contract with Third Parties: Nothing herein shall be deemed
to
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grant the
Authorized Selling Firm an exclusive right to provide services
to the
Company, and the Company retains the right to contract with any
third
party, affiliated or unaffiliated, for the performance of
services
or for the
use of facilities as are available to or have been requested
by the
Company pursuant to this Agreement.
The
Authorized Selling Firm, unless the Company objects, shall have
the
right to
subcontract with any third party, affiliated or unaffiliated,
for the
performance of services requested by the Company under this
Agreement,
provided that the Authorized Selling Firm shall remain
responsible for the performance of services by any such
subcontractors
in
accordance with the terms of this Agreement; and provided
further
that the
charges for any such services subcontracted to an affiliate
shall be
determined on the basis described in Section 3 above.
10. Safeguarding
Customer Information: The Authorized Selling Firm shall
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implement
and maintain appropriate measures designed to meet the
objectives
of Minnesota Statutes Sections 60A.98 and 60A.981 with
respect to
safeguarding the Company's customer information and customer
information systems. The Authorized Selling Firm shall adjust
information security programs upon reasonable request of the
Company for
any
relevant changes dictated by the Company's assessment of risk
concerning
its customer information and customer information systems.
Confirming
evidence that the Authorized Selling Firm has satisfied its
obligations under this Agreement shall be made available, during
normal
business
hours, for inspection by the Company, any person authorized by
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the
Company, and any governmental agency that has regulatory
authority
over the
Company's business activ
