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 necessary to carry out its business and
operations.


 


c.                                       ACC
is operating, and for the immediate future will continue to operate, as a going
concern capable of realizing assets and discharging liabilities in the normal
course of operations.


 


d.                                      No  involuntary case has been commenced against
ACC under the US Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect; no decree or order of a
court having jurisdiction in the premises for the appointment of a receiver,
liquidator, sequestrator, trustee, conservator, custodian or other officer
having similar powers over ACC has been entered; there has been no involuntary
appointment of an interim receiver, trustee or other custodian of ACC; and no
warrant of attachment, execution or similar process has been issued against any
substantial part of the property of ACC.


 


5.                                       Term
of Commitment.  This Agreement shall
remain in effect until the Expiration Date, which Expiration Date shall be
automatically extended without amendment of this Agreement for one year, and on
each anniversary date thereafter, unless the Agreement is terminated pursuant
to Section 6.  “Expiration
Date” means January 1, 2010, and each date annually thereafter to the
extent the Agreement is extended in accordance with this Section 5,
or the termination date if earlier terminated pursuant to Section 6.


 


6.                                       Termination.  The Parties may terminate this Agreement
prior to the Expiration Date as follows:


 

















 


a.                                       the Parties may
terminate this Agreement at any time by mutual written consent;


 


b.                                      either Party may
terminate this Agreement prior to the Expiration Date by providing written
notice to the other Party at least thirty (30) days prior to the proposed
termination date; provided, however, that any notice of
termination delivered by Parent after an obligation to provide capital pursuant
to Section 3 has arisen shall not terminate Parent’s responsibility
to provide capital in respect of such obligation;


 


c.                                       this Agreement
shall terminate immediately, without notice or further action of the Parties,
if at any time the representations and warranties of ACC in this Agreement are
not true and correct as of such time in all material respects;


 


d.                                      this Agreement
shall terminate immediately, without notice or further action of the
Parties,  if at any time during the term
of this Agreement ACC ceases to be a wholly-owned, directly or indirectly,
subsidiary of Parent; or


 


e.                                       this Agreement
shall terminate, without notice or further action of the Parties, when the
aggregate amount of capital provided, or caused to be provided, by Parent to
ACC under this Agreement reaches the Maximum Capital Amount.


 


7.                                       Notices.  Unless otherwise specifically provided
herein, any notice or other communication herein required or permitted to be
given shall be in writing and may be personally served, or sent by facsimile or
United States mail or courier service and shall be deemed to have been given
when delivered in person or by courier service, or upon receipt of facsimile in
complete and legible form.  Each such
notice, request or other communication shall be addressed as follows:


 


a.                                       If to Parent:


 


Ameriprise Financial, Inc.


Attn: Chief Financial Officer


802 Ameriprise Financial Center


Minneapolis, MN   55474


 


b.                                      If to ACC:


 


Ameriprise Certificate Company


Attn: Chief Financial Officer


5228 Ameriprise Financial Center


Minneapolis, MN   55474


 

















 


8.                                       Amendments.  This Agreement may not be amended or modified
except by written agreement of the Parties.


 


9.                                       Assignment,
Successors.  No assignment or
transfer by any Party of such Party’s rights and obligations under this
Agreement will be made except with the prior written consent of the other Party
to this Agreement.  This Agreement will
be binding upon and shall inure to the benefit of the Parties and their
successors and permitted assigns, and any reference to a Party shall also be a
reference to a successor or permitted assign.


 


10.                                 Termination,
Amendment or Assignment by ACC.  The
termination, material amendment or assignment of this Agreement pursuant to Section 6,
Section 8 or Section 9, or the consent to such actions,
by ACC shall require the approval of ACC’s Board of Directors, including a majority
of its independent directors.


 


11.                                 Severability.  If any part of this Agreement shall be held
invalid, illegal, or unenforceable, the remaining parts of the Agreement shall
not be affected and shall continue with full force and effect.


 


12.                                 Counterparts.  This Agreement may be executed in two or more
counterparts, each of which will be deemed an original.


 


13.                                 Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the Laws of the State of
Delaware, without regard to the conflict of laws rules thereof.


 


[Signature page follows.]


 

















 


IN WITNESS WHEREOF, the Parties have caused
this Agreement to be duly executed, as of the date first above written.


 


 


	
   

  	
   

  	
  AMERIPRISE FINANCIAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Walter S. Berman

  
	
   

  	
   

  	
  Name:

  	
  Walter S. Berman

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMERIPRISE CERTIFICATE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William F. Truscott

  
	
   

  	
   

  	
  Name:

  	
  William F. Truscott

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer