exhibit10p






FEDERAL INCOME TAX SHARING AGREEMENT Page 1  FEDERAL INCOME TAX SHARING AGREEMENT  Effective October 9, 2020, for tax years beginning after 2019, this Federal Income Tax  Sharing Agreement (“Agreement”) between Ameriprise Financial, Inc. (“Ameriprise” and/or  “Parent”) and certain affiliated entities replaces all prior Federal Income Tax Sharing  Agreements.  Ameriprise and each affiliate listed on Schedule A is a “Party” to this Agreement,  and collectively are the “Parties” to this Agreement, except as provided in Paragraph 12.A and  Schedule C.      The Parties file a consolidated federal income tax return, as provided in Sections 1501  through 1504 of the Internal Revenue Code of 1986, as amended (the “Code”), which includes  all taxable income, deduction, gain, or loss of a Party that is a single-member limited liability  company (“LLC”) disregarded as a separate legal entity form its owner pursuant to Treasury  Regulation § 301.7701-3(a) (“Disregarded LLC”).  Each Party to this Agreement is either a  “member” (as defined in Treasury Reg. Section 1.1502-1(b)) of the federal consolidated filing  group (the “Consolidated Group”) or is a Disregarded LLC owned by a member of the  Consolidated Group.  Ameriprise, as the Parent corporation of the Consolidated Group, is  required under the Code and Treasury Regulations to pay any taxes owed as the result of filing  the consolidated return.  This Agreement requires the Parties to allocate the federal income tax  liability of the Consolidated Group among the Parties and settle inter-company balances of  amounts payable and receivable pursuant to this Agreement.  NOW THEREFORE, the Parties agree as follows:  1. Agent of the Consolidated Group.  Ameriprise, as the common parent of the Consolidated Group, shall act as the sole agent of the Consolidated Group, and shall act for each member of the Consolidated Group and any successor of the Consolidated Group with respect to all matters relating to the tax liability for the Consolidated Group under the rules set forth in Section 1.1502- 77 of the Treasury Regulations. 2. Allocation of Tax Liability to Parties. A. General Rule for Allocation of Tax Among Members of the Consolidated Group. The Parties have elected to use the “percentage method” of tax allocation described in Treasury  Regulation Sections 1.1552-1(a)(2)(ii) and 1.1502-33(d)(3).      i. A Party’s portion of the tax liability of the Consolidated Group shall be an amount equal to the tax liability of the Consolidated Group, multiplied by a fraction, the  numerator of which is the separate return tax liability of the Party, and the denominator of which  is the sum of the separate return tax liabilities of all Parties.  If the separate return tax liability of  a Party is not greater than zero, then for purposes of this paragraph, such Party's separate return  tax liability shall be zero.  ii. A Party’s tax allocation is increased by 100% of the excess, if any, of the Party’s separate return tax liability over the Party’s tax allocation determined under the  preceding paragraph 2.A.i.  This amount represents the Party’s marginal benefit from filing a  Exhibit 10(p) 





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 2  consolidated return, where the Party’s proportionate share of the Consolidated Group’s tax  liability is reduced by use of another Party’s Tax Benefits (as defined below).      iii. The separate return tax liability of a Party is its tax liability computed as if  it has filed a separate return for the year except that—     1) Gains and losses on intercompany transactions shall be taken into  account as if a consolidated return had been filed for the year;      2) Transactions with respect to stock, bonds, or other obligations of  Parties shall be reflected as if a consolidated return had been filed for the year;      3) Excess losses (as defined in Treasury Regulation Section 1.1502- 19) shall be included in income as if a consolidated return had been filed for the year;      4) the computation of the depreciation deduction (Code Section 167),  property shall not lose its character as new property as a result of a transfer from one Party to  another Party during the year;      5) A dividend distributed by one Party to another Party during the  year shall not be taken into account in computing the deductions for dividends received and paid;      6) Basis shall be determined under Treasury Regulation Sections  1.1502-31 and 1.1502-32, and earnings and profits shall be determined under Treasury  Regulation Sections 1.1502-33, and 1.1502-1(a)(2)(ii) as if a consolidated return had been filed  for the year; and     7) Treasury Regulation Section 1.1502-3(f)(2) shall apply as if a  consolidated return had been filed for the year.    B.   Tax Benefits and Compensation for Use of Tax Benefits.      i. “Tax Benefits” Defined.  For purposes of this Agreement, the term “tax  benefits” means tax credits, tax credit carryforwards and carrybacks, tax losses, and tax loss  carryforwards and carrybacks.    ii. Payment from Parent to Party for Use of Party’s Tax Benefits.  The Parent  shall pay a Party for any tax benefits that the Party generates, to the extent that the Consolidated  Group uses those benefits to reduce its tax liability.  If multiple Parties generate tax benefits, and  the Consolidated Group uses some or all of those tax benefits to reduce its tax liability, Parent  shall allocate payments for Tax Benefits among the Parties that generated the Tax Benefits in a  manner that reasonably reflects the absorption of the Tax Benefits, consistent with Treasury  Regulation Section 1.1502-33(d).  Once a Party is paid for its tax benefits it cannot use such tax  benefits in calculating its separate return tax liability.      





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 3  iii. Payment from Party to Parent for use of Another Party’s Tax Benefits.  As  described in paragraph 2.A.ii. above, a Party’s tax allocation is increased to the extent that the  Party would have paid more tax if it had filed a separate federal income tax return.      iv. Unused Tax Benefits.  If a Party’s Tax Benefits are not used to reduce the  Consolidated Group’s tax liability on the consolidated return, the Party shall retain the Tax  Benefits for possible future use.      C. Limited Liability Companies.  Parent and certain Parties own 100% of the  membership interests in several limited liability companies (“LLCs”) that are disregarded as  separate legal entities from their owner for Federal income tax purposes, pursuant to Treasury  Regulation §301.7701-3 (“Disregarded LLCs”).  Beginning in December 2019, Federal  Accounting Standards Board (“FASB”) topic 740-10-30-27A provides that solely for purposes of  U.S. Generally Accepted Accounting Principles (“GAAP”) the parent of a consolidated group is  not required to allocate any consolidated current and deferred federal income tax expense to legal  entities that are not subject to tax, such as Disregarded LLCs, however, the parent may elect to  allocate the consolidated amount of current and deferred tax expense to legal entities that are  both not subject to tax and disregarded by the taxing authority (for example, Disregarded LLCs).   Parent shall allocate taxes (including current and deferred taxes) to Disregarded LLCs by treating  the Disregarded LLC as though it were a separate member of the Consolidated Group for  purposes of this Paragraph 2, with the exception of Disregarded LLCs signing Schedule C, which  shall not be allocated current or deferred tax, in which case the Disregarded LLC’s single owner  Member shall determine its separate return tax liability by including the taxable income or loss  of the LLC into its own taxable income.      D. New York Member Limitations.  Any Party licensed as an insurance company in  the State of New York will be considered a “New York member”.  New York members are  subject to additional limitations on the allocation of tax among members of the Consolidated  Group, as described in this paragraph and New York Insurance Department Circular Letter No.  33 (1979), paragraph 3, method (B).      i. The tax charge to the New York member shall not be more than it would  have paid if it had filed on a separate return basis.  The New York member shall be “paid” for  any foreign tax credits, investments credits, losses or any loss carry over (collectively herein  referred to as credits) generated by it, to the extent actually used in the consolidated return.   Payment shall be equal to the “savings” generated by its credits.  All payments shall be recorded  on the New York member’s books as contributed surplus.      ii. Once an insurer is “paid” for its credits it cannot use such credits in   the calculation of its tax liability under the separate return basis.  Any of the New York  member’s credits which are not used in the consolidated return and for which it has not been paid  shall be retained by the New York member for possible future use.        iii. If the amount paid by any New York member to Ameriprise for   federal income taxes is greater than the actual payment made by Ameriprise to the Internal  Revenue Service, the difference shall be placed by Ameriprise in an escrow account established  





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 4  under an escrow agreement substantially in the form attached hereto as Schedule B, consisting of  assets eligible as an investment for the New York member.  The escrow account shall be  established and maintained by Ameriprise in an amount equal to the excess of the amount paid  by the New York member to Ameriprise for federal income taxes over the actual payment made  by Ameriprise to the Internal Revenue Service.  Assets may be released to Ameriprise from the  escrow account at such time as the permissible period for loss carrybacks has elapsed.        E. Current and Deferred Tax.  Allocation of tax, pursuant to this Paragraph 2, shall  apply to both federal income tax as determined under the Internal Revenue Code (“current tax”)  and deferred federal income tax as determined under GAAP.  Federal Deposit Insurance  Corporation’s (“FDIC”) statement of policy 5000 (Interagency Policy Statement on Income Tax  Allocation in a Holding Company Structure) provides that any tax sharing agreement that  includes a bank or savings association subject to oversight by the FDIC (an “institution”) must  “prohibit the payment or other transfer of deferred taxes by the institution to another member of  the consolidated group.”  This Agreement expressly prohibits the payment or other transfer of  deferred taxes by any Party subject to oversight by the FDIC to any other Party to the extent such  payment is prohibited by any statute, regulation, or administrative ruling of the FDIC or any  other governmental authority that has regulatory oversight of a Party.       F. Examples.  For examples demonstrating the allocation of tax among Parties, see  the attached Exhibit A.     3.  Settlement of Intercompany Tax Obligations.  Any obligation of a Party as determined  under this Agreement owed to another Party shall be paid by the Party owing such amount within  thirty (30) days of the payment of any tax due to the U.S. Treasury (including estimated taxes or  taxes owed in the event of a redetermination of taxes as determined in Paragraph 4) or within  thirty (30) days of any tax refund actually received from the U.S. Treasury.  Parties are permitted  to settle intercompany tax obligations more frequently, at their discretion.  In the event that the  amount of any obligation owed by one Party to another Party results from a calculation error  made by the common parent, such Party shall be liable for any underpayment resulting from such  error but shall not be liable for any interest on such underpayment (or any penalties imposed by  the Internal Revenue Service) that may apply.      4.   Redetermination of Tax.  If the taxes owed by the Consolidated Group or any Party are  redetermined by: (1) the Internal Revenue Service pursuant to a federal income tax audit, (2) by  the filing of an amended return, (3) by a court ruling, or (4) otherwise, the amount of tax owed  by each Party shall be recalculated and re-allocated under Paragraph 2, and the difference, if any,  between the previously allocated amounts and the re-allocated amount shall be settled in  accordance with paragraph 3.  Interest on these subsequent adjustments shall be paid at the same  rate that is either paid to the Internal Revenue Service in the event of additional tax owed or is  paid by the Internal Revenue Service to the Consolidated Group or Party of the Consolidated  Group.  For purposes of determining interest, netting of payments and refunds shall be made to  the extent allowed under the Code.    





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 5  5.   Amending This Agreement.  This Agreement may be amended from time to time by  agreement in writing executed by the Parties to this Agreement that at such time are affected by  the amendment.    6.   Terminating This Agreement.  This Agreement shall remain in force unless any one of  the three following conditions is met:    A. All of the parties to this Agreement that constitute the members of the  Consolidated Group at such time agree in writing to the termination of this Agreement;    B. Membership in the Consolidated Group ceases or terminates for any reason, or a  Disregarded LLC ceases to be owned by any member of the Consolidated group, in which case  this Agreement terminates solely with respect to the Party or Parties leaving the Consolidated  Group; or    C. The Consolidated Group fails to file a consolidated return for a taxable year; or     D.   A Disregarded LLC that has not yet signed Schedule C, signs Schedule C within  any time limitation prescribed by FASB, shall cease to be treated as a Party.    Notwithstanding the termination of this Agreement, its provisions shall remain in effect for any  period of time during the tax year in which termination occurs for which the income of the  terminating party must be included in the consolidated return, and this Agreement will remain in  effect in any prior period for which the terminating Party is a member of the Consolidated  Group.    7.   Consistency with Law and Regulations.  The Parties shall interpret the Agreement in a  manner consistent with all applicable law and regulations.  Notwithstanding anything in this  Agreement to the contrary, no party hereto shall be obligated to perform any of its obligations  under this Agreement to the extent that such performance would violate any provision of law or  regulation applicable to such party as in effect from time to time, including without limitation,  New York Insurance Department Circular Letter No. 33 (1979).    8. Admittance of New Parties to This Agreement.      A. Admittance by Operation of Law.  Any company that is not currently a member of  the Consolidated Group, but becomes a member of the Consolidated Group or becomes a  Disregarded LLC that is owned by a member of the Consolidated Group at a later date by  operation of the Code or Treasury Regulations, and that is required to file as a member of the  Consolidated Group or that is a Disregarded LLC owned by a member of the Consolidated  Group, shall automatically become a Party to this Agreement.     B. Admittance by Consent.  If the preceding paragraph (8.A.) does not apply, any  direct or indirect subsidiary or other entity controlled directly or indirectly by Ameriprise may  become a Party hereto effective as of the date specified in writing by the adopting subsidiary or  other entity, with the consent of Ameriprise (as evidenced in writing by action of the Board of  





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 6  Directors or any officer of Ameriprise).  Any subsidiary or other entity adopting this Agreement  shall be bound by the provisions of this Agreement in effect at the time of adoption, and any  subsequent amendment thereto.     C. Coordination with the State Income Tax Sharing Agreement.  The State Income  Tax Sharing Agreement between the Parties is described in a separate document.  Any member  admitted to this Agreement is also simultaneously admitted to the State Income Tax Sharing  Agreement.     9.   Assignment of This Agreement.  This Agreement shall not be assignable by any party,  without the prior written consent of the other parties affected by such assignment.    10.   Tax Returns and Supporting Documents.  Notwithstanding termination of the Agreement,  all material relating to a consolidated federal income tax return filed by Parent shall be made  available to any party to this Agreement during regular business hours.  This material includes,  but is not limited to, tax returns, supporting schedules, workpapers, correspondence and other  documents, to the extent retained pursuant to record retention policies.    11.   Arbitration of Controversies.  Any controversy arising under this Agreement shall be  settled by arbitration in Minneapolis, Minnesota.  All controversies shall be settled in accordance  with the American Arbitration Association rules then in effect, and any award rendered thereon  shall be enforceable in any court of competent jurisdiction.    12.   Scope of This Agreement.      A. This Agreement sets forth the entire understanding of the parties and supersedes  any prior agreement on the subject matter hereof, except that the Federal Income Tax Sharing  Agreement dated December 1, 2010 shall remain in effect with respect to RiverSource Life  Insurance Company and RiverSource Life Insurance Co. of New York, unless this Agreement is  approved by the applicable state insurance commissioners, at which time RiverSource Life  Insurance Company and RiverSource Life Insurance Co. of New York may sign this agreement  and become a Party to this Agreement.      B. State Income Tax Sharing Agreement.  The Parties have also adopted a State  Income Tax Sharing Agreement, which is described in a separate document, and is not  incorporated into this Agreement except as otherwise provided in this Agreement.      C. Partnerships.  Ameriprise and its subsidiaries own controlling interests in several  entities which are treated as partnerships for Federal income tax purposes.  Those partnerships  are not taxed as separate legal entities, and therefore, are not Parties to this Agreement, unless  specifically listed in Schedule A or otherwise admitted to this Agreement as provided in  paragraph 8.  LLCs that have more than one member, and have not elected taxation as a  corporation for Federal income tax purposes, are treated as partnerships for federal income tax  purposes, do not file a consolidate federal income tax return with Parent, and therefore, are not  members of the Consolidated Group and are not Parties to this agreement.    





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 7  13.  IN WITNESS WHEREOF, the Parties hereto execute this Agreement as of the day and  year first above written.      Advisory Capital Strategies Group Inc.,     /s/ Mike Pelzel  ___________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer             American Enterprise Investment Services, Inc.,     /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer          Ameriprise Advisor Capital, LLC,      /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer          Ameriprise Advisor Financing, LLC      /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer        





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 8        Ameriprise Bank, FSB       /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer          Ameriprise Captive Insurance Company,    /s/ Anna B. Welle  ____________________________________________________________________________  Signature        Anna B. Welle: Vice President - Corporate Tax, and Assistant Treasurer        Ameriprise Certificate Company,     /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer         Ameriprise Financial, Inc.,    /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer              





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 9  Ameriprise Financial Services, LLC,    /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer        Ameriprise Holdings, Inc.,      /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer            Ameriprise Trust Company,       /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer            AMPF Holding LLC,      /s/ Mike Pelzel  ____________________________________________________________________________  Signature        ____________________________________________________________________________  Mike Pelzel: Senior Vice President Corporate Tax, and Director            





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 10  AMPF Property Corporation,      /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer              Columbia Cent CLO Advisers, LLC (108)      /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer            Columbia Management Investment Advisers, LLC (36),      /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer            Columbia Management Investment Distributors, Inc,     /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer        





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 11  Columbia Management Investment Services Corp.,      /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer          Columbia Wanger Asset Management, LLC       /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer            Emerging Global Advisors, LLC      /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer          GA Legacy, LLC       /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer              





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 12  Investment Professionals, Inc.        /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer          Investors Syndicate Development Corporation,      /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer            J. & W. Seligman & Co., Incorporated,      /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer            Lionstone BBP Limited Partner, LLC      ____________________________________________________________________________  Signature        ____________________________________________________________________________  Name - Title             





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 13    RiverSource CDO Seed Investments, LLC       /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer          RiverSource Distributors, Inc.,      /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer          RiverSource Life Insurance Company,      ____________________________________________________________________________  Signature        ____________________________________________________________________________  Name - Title             RiverSource Life Insurance Co. of New York,      ____________________________________________________________________________  Signature        ____________________________________________________________________________  Name - Title               





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 14  RiverSource NY REO, LLC       /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer          RiverSource REO 1, LLC       /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer            RiverSource Tax Advantaged Investments, Inc.,       /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer            Seligman Partners, LLC       /s/ Mike Pelzel  ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President - Corporate Tax, and Assistant Treasurer    





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 15  Exhibit A:   Examples of Tax Allocation under Paragraph 2    The following examples demonstrate the allocation of tax under Paragraph 2.  Assume that companies A,  B, (and later, C) and Parent (collectively, the “Group”) file a consolidated federal income tax return.  A  and B are 100% subsidiaries of Parent.  Parent is a holding company with no income, deductions, or  credits.  The federal income tax rate is always 21%.       1 – Group Income  2 - Group Loss   A B Group  A B Group  Income/(Loss) 400 100 500  -400 200 -200  (NOL Carryforward / Carryback) 0 0 0  0 0 0  Net Income / (loss) 400 100 500  -400 200 -200  Tax Rate 21% 21% 21%  21% 21% 21%  Tentative Tax 84 21 105  0 42 0  (Tax Credits) 0 0 0  0 0 0  Tax - Separate Return / Group 84 21 105  0 42 0  Tax - Allocated - Par. 2.A.i. 84 21    0 0    Tax - Allocated - Par. 2.A.ii. 0 0    0 42    Tax - Allocated – Total 84 21    0 42    Loss used by Group 0 0    -200 0    (Payment from Parent for Loss) 0 0 0  -42 0 -42  (Payment from Parent for Credit) 0 0 0  0 0 0  NOL Carryforward 0 0 0  -200 0 -200      Example 1 – Group Income.  A has income of $400, B has income of $100, and the Group has combined  net income of $500.  The Group’s tax liability is $105 ($500 * .21).  If A and B filed separate income tax  returns, A would have a tax liability of $84, and B would have a tax liability of $21.  Under paragraph  2.A.i., $84 of the Group’s $105 tax liability is allocated to A ($105 * $85 / ($84 + $21), and the remaining  $21 is allocated to B ($105 * $21 / ($84 + $21).         Example 2 – Group Loss.  A has a $400 loss (-$400), B has income of $200, and the Group has a  combined net operating loss of $200 (-$200).  The Group has no tax liability and a $200 NOL  carryforward.  If A and B filed separate income tax returns, A would have a no tax liability and a $400  NOL carryforward, and B would have a tax liability of $42 ($200 * .21).  Under paragraph 2.A.i., neither  A nor B is allocated any Group tax liability because the Group has no tax liability to allocate.  Under  paragraph 2.A.ii., B pays $42 ($42 separate return liability - $0) to Parent because the Group saved $42 in  tax by using $200 of A’s $400 loss to offset B’s $200 of income.  Under Paragraph B.ii., Parent pays $42  to A as compensation for $200 of A’s losses, which the Group used to offset B’s $200 of income.  The  remaining $200 of losses are allocated to A for use as a NOL carryforward.            





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 16     3 - Credits  4 - Multiple Losses   A B Group  A B C Group  Income/(Loss) 400 200 600  0 100 -400 -300  (NOL Carryforward / Carryback)                -            -  0   -100                 -                    -  -100  Net Income / (loss) 400 200 600  -100 100 -400 -400  Tax Rate 21% 21% 21%  21% 21% 21% 21%  Tentative Tax 84 42 126  0 21 0 0  (Tax Credits) 0 -50 -50  0 0 0 0  Tax - Separate Return / Group 84 0 76  0 21 0 0  Tax - Allocated - Par. 2.A.i. 76 0    0 0 0    Tax - Allocated - Par. 2.A.ii. 8 0    0 21 0    Tax - Allocated - Total 84 0    0 21 0    Loss used by Group 0 0    -20  -80    (Payment from Parent for Loss) 0 0 0  4.2 0 16.8 21  (Payment from Parent for Credit) 0 -8 -8  0 0 0 0  NOL Carryforward 0 0 0  -80 0 -320 -400      Example 3 – Credits.  A has $400 of income, B has $200 of income, and the Group has net income of  $600.  B generates $50 of tax credits.  The Group tax liability is $76 ([$600 * .21] - $50).  If A and B filed  separate income tax returns, A would have a $84 tax liability, and B would have no tax liability and $8 of  unused tax credits to carry forward.  Under paragraph 2.A.i., A is allocated all of the $76 Group tax  liability ($76 * $76 / [$76 + 0]), and B is allocated $0.  Under paragraph 2.A.ii., A pays an additional $8  ($84 separate return liability - $76 of tax allocated under 2.A.i.) to Parent because A saved $8 in tax by  using $8 of B’s $50 credit.  Under Paragraph B.ii., Parent pays $8 to B as compensation for $8 of B’s tax  credit, which the Group used to offset $8 of A’s tax.  The Group uses all of B’s credits, and B has no  remaining credits to carry forward.      Example 4 – Multiple Losses.  A has a $100 loss, B has a $100 of income, C has a $400 loss, and the  Group has a $400 NOL.  If A, B, and C filed separate income tax returns, A would have no tax liability  and a $100 NOL carryforward, B would have a $21 tax liability, and C would have no tax liability and a  $400 NOL  carryforward.  Under paragraph 2.A.i., the Group has no tax liability to allocate.  Under  paragraph 2.A.ii., B pays $21 of tax ($21 separate return liability - $0 of tax allocated under 2.A.i.) to  Parent because B saved $21 in tax by using $100 of A and C’s $500 combined loss.  Under Paragraph  B.ii., Parent must allocate and pay $21 among A and C ($100 * .21) because the Group used $100 of their  losses to offset B’s $100 of income.  Parent allocates the $21 between A and C proportionate with their  respective shares of the loss, 1/5th to A and 4/5ths to C.  Parent pays $4.20 to A as compensation for $20 of  A’s $100 loss, which the Group partially used to offset B’s income, and Parent pays $16.80 to C as  compensation for $80 of C’s $400 loss, which the Group partially used to offset B’s income.  A has $80  of remaining losses to carry forward ($100 - $20), and C has $320 of remaining losses to carry forward  ($400 - $80).  The Group has a $400 NOL carryforward.        





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 17  Schedule A:   Ameriprise Financial, Inc. subsidiaries joining in the  Federal Income Tax Sharing Agreement    Subsidiary name (and general ledger number)    Advisory Capital Strategies Group Inc. (61),   American Enterprise Investment Services, Inc. (52),   Ameriprise Advisor Capital, LLC (50),  Ameriprise Advisor Financing, LLC (750),  Ameriprise Bank, FSB (670)  Ameriprise Captive Insurance Company (676),  Ameriprise Certificate Company (2),   Ameriprise Financial Services, LLC (15),  Ameriprise Holdings, Inc. (678),  Ameriprise Trust Company (79),   AMPF Holding LLC (802),  AMPF Property Corporation (801),  Columbia Cent CLO Advisers, LLC (108)  Columbia Management Investment Advisers, LLC (36),  Columbia Management Investment Distributors, Inc. (700),   Columbia Management Investment Services Corp. (20),  Columbia Wanger Asset Management, LLC (710),  Emerging Global Advisors, LLC (93),  GA Legacy, LLC (715),  Investment Professionals, Inc.    Investors Syndicate Development Corp. (30),  J. & W. Seligman & Co., Incorporated (706),  Lionstone BBP Limited Partner, LLC (721),  RiverSource CDO Seed Investments, LLC (109),  RiverSource Distributors, Inc. (13),  RiverSource Life Insurance Company (10),*  RiverSource Life Insurance Co. of New York (11),*  RiverSource NY REO, LLC (680),  RiverSource REO 1, LLC (679),  RiverSource Tax Advantaged Investments, Inc. (210),   Seligman Partners, LLC (710).    * RiverSource Life Insurance Company and RiverSource Life Insurance Co. of New York will  not become Parties to the Agreement unless and until the conditions described in Paragraph 12.A  are satisfied.      





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 18        Schedule B:   Escrow Agreement for New York Members    This is an ESCROW AGREEMENT, dated ______________ among Ameriprise Financial,  Inc. (“Ameriprise”), RiverSource Life Insurance Co. of New York “(RSLICNY”), and  _______________ as Escrow Agent (collectively, the “Parties”).      RSLICNY is a life insurance company doing business in the State of New York.  Ameriprise is  required by New York State law to establish and maintain a special account consisting of assets  eligible as an investment for a New York life insurer in an amount equal to the excess of the  amount paid by RSLICNY to Ameriprise for federal income taxes over the actual tax payment  made by Ameriprise.  Escrow assets may be released to Ameriprise from the special account at  such time as the permissible period for loss carrybacks has expired.  Ameriprise desires to  deposit securities with the Escrow Agent for such purpose.    In consideration of the mutual agreements and other valuable considerations and the provisions  herein contained, it is hereby agreed by and among the Parties that Ameriprise shall establish and  maintain a special account with the Escrow Agent pursuant to the following conditions:     1. Securities placed in the special account shall be held by the Escrow Agent, its  successors or assigns, in trust, exclusively for the benefit of RSLICNY and free of any lien or  other claim of the Escrow Agent or any judgment, creditor, or other claimant of Ameriprise.     2. Except as hereinafter provided, no securities in this account or any principal cash  account held pursuant to this Escrow Agreement shall be released by the Escrow Agent except  (i) upon receipt of a written request of RSLICNY and Ameriprise, and (ii) upon substitution of  other securities satisfying the provisions of this Escrow Agreement.       3. Upon maturity of any security held hereunder, the Escrow Agent may surrender  the same for payment and hold the proceeds thereof in a principal cash account that is to be  maintained as part of this account in accordance with this Escrow Agreement.  The principal  cash account shall be invested pursuant to the instructions of Ameriprise.     4. Unless and until the Escrow Agent is notified to the contrary by RSLICNY and  Ameriprise, all income collected on or received from the securities held hereunder is to be paid  to or upon the order of Ameriprise.     5. The Escrow Agent shall be accountable to RSLICNY and Ameriprise, as their  interests may appear, for the safekeeping of the securities and cash reserves held by it hereunder.    





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 19   6. The Escrow Agent shall send advices with respect to all security and principal  cash transactions, within ten (10) days after said transactions take place, to RSLICNY and  Ameriprise.       7. On or before March 1 of each year, RSLICNY shall advise the Escrow Agent and  Ameriprise if the permissible period for use of any tax loss as a carryback has expired and shall  authorize the Escrow Agent to release to Ameriprise, from the special account, such amounts as  were deposited in the special account with respect to such tax loss.       8. The Escrow Agent may cancel this Escrow Agreement, effective not less than  thirty (30) days after delivery of notice thereof to RSLICNY and Ameriprise, and RSLICNY or  Ameriprise may cancel this Escrow Agreement at any time without assigning any reason  therefore, effective upon delivery of notice thereof to the Escrow Agent and the other Parties;  provided no cancellation by any party shall be effective until either (a) a new escrow agreement  is executed by Ameriprise with another escrow agent and approved by RSLICNY, and the  securities and cash principal in the special account are transferred to the newly designated  escrow agent in accordance with written instructions from Ameriprise approved by RSLICNY,  or (b) a letter of credit, acceptable to the New York State Insurance Department, is delivered to  RSLICNY in substitution for the foregoing special account.       9. Any successor in interest of the Escrow Agent, or receiver, liquidator, or other  public officer appointed to administer the affairs of the Escrow Agent, shall succeed to all the  obligations assumed hereunder by the Escrow Agent.     10. This Escrow Agreement shall be construed and enforced in accordance with the  laws of the State of New York.     11. All notices and other communications which shall be or may be given hereunder  shall be in writing and shall be deemed to have been duly given if delivered or mailed to the  Parties at their respective addresses.     12. Any controversy arising under this Escrow Agreement shall be settled by  arbitration in New York City in accordance with the American Arbitration Association rules then  in effect, and any award rendered thereon shall be enforceable in any court of competent  jurisdiction.     13. This Escrow Agreement sets forth the entire understanding of the Parties and  supersedes any prior agreement on the subject matter hereof and may not be changed or  terminated by an agreement in writing signed by the Parties.    The Parties hereto execute this Escrow Agreement as of the day and year first above written.            





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 20    Ameriprise Financial, Inc.     ____________________________________________________________________________  Signature        ____________________________________________________________________________   Name - Title                 RiverSource Life Insurance Co. of New York      ____________________________________________________________________________  Signature        ____________________________________________________________________________   Name - Title                   [Name of Escrow Agent]      ____________________________________________________________________________  Signature        ____________________________________________________________________________   Name - Title               





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 21    Schedule C:  Disregarded LLCs That are not Allocated Current or  Deferred Tax Pursuant to the Agreement    Pursuant to paragraph 2.C of the Agreement, Parent will allocate current and deferred tax to  Disregarded LLCs, except for those LLCs signing this Schedule C, which will not be allocated  tax, effective as-of the date noted below for each Disregarded LLC.  Member LLCs that have  elected taxation as a corporation for Federal income tax purposes under Treasury Regulation  §301.7701-3 are not Disregarded LLCs and will be allocated current and deferred federal income  tax.            Ameriprise Financial Services, LLC,     effective as-of: January 9, 2020        ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President – Corporate Tax, and Assistant Treasurer                   AMPF Holding LLC,     effective as-of: July 2, 2020        ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President – Corporate Tax, and Assistant Treasurer             





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 22  Ameriprise Advisor Capital, LLC,     effective as-of: January 1, 2020        ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President – Corporate Tax, and Assistant Treasurer                   Ameriprise Advisor Financing, LLC,     effective as-of: January 1, 2020        ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President – Corporate Tax, and Assistant Treasurer             Seligman Partners, LLC,     effective as-of: January 1, 2020        ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President – Corporate Tax, and Assistant Treasurer                  





 






  FEDERAL INCOME TAX SHARING AGREEMENT Page 23  RiverSource REO 1, LLC,     effective as-of: January 1, 2020        ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President – Corporate Tax, and Assistant Treasurer                   RiverSource NY REO, LLC,     effective as-of: January 1, 2020        ____________________________________________________________________________  Signature        Mike Pelzel: Senior Vice President – Corporate Tax, and Assistant Treasurer