SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

FORM S-1

POST-EFFECTIVE AMENDMENT NUMBER 38 TO

REGISTRATION STATEMENT NUMBER 2-95577

Ameriprise Flexible Savings Certificate

UNDER

THE SECURITIES ACT OF 1933

AMERIPRISE CERTIFICATE COMPANY
(Exact name of registrant as specified in charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

6725
(Primary Standard Industrial Classification Code Number)

41-6009975
(I.R.S. Employer Identification No.)

70100 Ameriprise Financial Center, Minneapolis, MN 55474 (612) 671-3131
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

Scott R. Plummer - 5228 Ameriprise Financial Center,
Minneapolis, MN 55474, (612) 671-1947
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

AMERIPRISE CERTIFICATES
PROSPECTUS APRIL 29, 2009

<Table>

AMERIPRISE FLEXIBLE You may:
SAVINGS CERTIFICATE - Purchase this certificate in any amount
EARN COMPETITIVE from $1,000 through $1 million.
RATES GUARANTEED - Select a term of six, 7, 12, 13, 18,
BY AMERIPRISE 24, 30 or 36 months.
CERTIFICATE COMPANY - Invest in successive terms up to a
FOR THE TERM YOU total of 20 years from the issue date
CHOOSE. of the certificate.
- Purchases through some distribution
channels and recipients of promotional
coupons may be eligible for special
rates. See "Initial Interest Rates for
Ameriprise Flexible Savings
Certificate" as well as "Rates for New
Purchases" under "About the
Certificate."
- ----------------------------------------------------------------
AMERIPRISE STOCK You may:
MARKET CERTIFICATE - Purchase this certificate in any amount
POTENTIAL FOR STOCK from $1,000 through $1 million.
MARKET GROWTH WITH - Participate in any increase of the
SAFETY OF PRINCIPAL. stock market based on the S&P 500 Index
while protecting your principal, up to
a maximum return between 4% and 5%, for
a 52-week term.
- Decide whether to choose a partial
participation term in order to
guarantee part of your return or
whether to link all of your return to
the market.
- Keep your certificate for up to 14
successive terms.
- Purchasers of these certificates or
other similar certificates through some
distribution channels may be eligible
for special rates. See "Initial
Interest and Participation Rates for
Ameriprise Stock Market Certificate,"
as well as "Maximum Return" in
"Interest" under "About the
Certificate."
- ----------------------------------------------------------------
AMERIPRISE MARKET You may:
STRATEGY CERTIFICATE - Purchase this certificate in any amount
POTENTIAL FOR STOCK from $1,000 through $1 million.
MARKET GROWTH WITH - Allocate your money to a fixed-interest
SAFETY OF PRINCIPAL. subaccount. You must make periodic
investments from this subaccount to
participation terms.
- Participate through participation terms
in any increase of the stock market
based on the S&P 500 Index while
protecting your principal, up to a
maximum return between 4% and 5%, for a
52-week term.
- Decide whether to choose a partial
participation term in order to
guarantee part of your return or
whether to link all of your return to
the market.
- Keep your certificate for up to 20
years from its issue date.
- ----------------------------------------------------------------
AMERIPRISE You may:
INSTALLMENT - Purchase this certificate with monthly
CERTIFICATE investments in any amount from $50
through $5,000.
- Earn a fixed rate of interest declared
every three months.
- Keep your certificate for up to 10
years from its issue date.
- ----------------------------------------------------------------
</Table>

LIKE ALL INVESTMENT COMPANIES, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Ameriprise Certificate Company is not a bank or financial institution, and the
securities it offers are not deposits or obligations of, or backed or guaranteed
or endorsed by, any bank or financial institution, nor are they insured by the
Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board or any
other agency.

Ameriprise Certificates are backed solely by the assets of Ameriprise
Certificate Company. For Ameriprise Market Strategy Certificate and Ameriprise
Stock Market Certificate to the extent your product interest is linked to the
S&P 500 Index, you might earn no interest. See "Risk Factors."

THE DISTRIBUTOR is not required to sell any specific amount of certificates.

ISSUER: Ameriprise Certificate Company, 70100 Ameriprise Financial Center,
Minneapolis, MN 55474, (800) 862-7919 (toll free)

DISTRIBUTOR: Ameriprise Financial Services, Inc.

INITIAL INTEREST RATES FOR AMERIPRISE FLEXIBLE SAVINGS CERTIFICATE

Ameriprise Certificate Company (ACC) guarantees a fixed rate of interest for
each term. For the initial term, the rate will be within a specified range of
Treasury Yield Curve Rates, which are commonly referred to as "Constant Maturity
Treasury" rates or CMTs and are published by the U.S. Department of the
Treasury. See "About the Certificate" for more explanation.

Here are the interest rates in effect on April 29, 2009:

<Table>
<Caption>
TERM INTEREST RATE* EFFECTIVE ANNUALIZED YIELD**

6 month
7 month
12 month
13 month
18 month
24 month
30 month
36 month
</Table>

* These are the rates for investments under $100,000 except for the 13-month
term, which may require a minimum investment of $1 million. The 7-month term
may require a minimum investment of $10,000. Rates may depend on the factors
described in "Rates for New Purchases" and "Promotions and Pricing
Flexibility" under "About the Certificate."

** Assuming monthly compounding.

These rates may or may not have changed when you apply to purchase your
certificate. Rates for future terms are set at the discretion of ACC and may
also differ from the rates shown here. Recipients of promotional coupons may be
eligible for special rates. See "Rates for New Purchases" under "About the
Certificate" for more explanation.

2p AMERIPRISE CERTIFICATES -- PROSPECTUS

INITIAL INTEREST AND PARTICIPATION RATES FOR AMERIPRISE STOCK MARKET CERTIFICATE

ACC guarantees your principal. The interest on your certificate is linked to
stock market performance as measured by the S&P 500 Index. See "About the
Certificate" for more explanation.

Here are the interest rates and market participation percentages in effect for
sales on April 29, 2009:

<Table>
<Caption>
MAXIMUM RETURN MARKET PARTICIPATION PERCENTAGE MINIMUM INTEREST

5% 100% (full) None
5% 25% (partial) 1%
</Table>

These rates may or may not have changed when you apply to purchase your
certificate. For your first term, your maximum return will be within the range
of 4% to 5%, and your minimum guaranteed interest rate on partial participation
will be within the range of 0% to 1%. However, if you have received a special
promotional rate and comply with the requirements as described in "Maximum
return" in "Interest" under "About the Certificate," then your maximum return
for your first term will be within the range 5% to 6%. Rates for later terms are
set at the discretion of the Issuer and may differ from the rates shown here.

ACC may offer different rates, maximum returns, market participation percentages
and minimum interest rates for different distribution channels or in other
circumstances. For more information call (800) 862-7919 and see "Promotions and
Pricing Flexibility" under "About the Certificates."

AMERIPRISE CERTIFICATES -- PROSPECTUS 3p

INITIAL INTEREST AND PARTICIPATION RATES FOR AMERIPRISE MARKET STRATEGY
CERTIFICATE

ACC guarantees your principal. The interest on your certificate may be fixed or
may be linked to stock market performance as measured by the Standard & Poor's
500 Composite Stock Index (S&P 500 Index). See "About the Certificate" for more
explanation.

Here are the interest rates and market participation percentages in effect for
sales on April 29, 2009:

FIXED INTEREST: CURRENTLY % PARTICIPATION TERMS:

<Table>
<Caption>
MAXIMUM RETURN MARKET PARTICIPATION PERCENTAGE MINIMUM INTEREST

5% 100% (full) None
5% 25% (partial) 1%
</Table>

These rates may or may not have changed when you apply to purchase your
certificate. If you choose fixed interest, ACC guarantees that when the rate for
new purchases takes effect, the rate will be within a specified range of the
rate published for 6-month Treasury Yield Curve Rates, which are commonly
referred to as "Constant Maturity Treasury" rates or CMTs and are published by
the U.S. Department of the Treasury. See "About the Certificate" for more
explanation. For your first term, your maximum return will be within the range
of 4% to 5%, and your minimum guaranteed interest rate on partial participation
will be within the range of 0% to 1%. Rates for future terms are set at the
discretion of ACC and may differ from the rates shown here.

4p AMERIPRISE CERTIFICATES -- PROSPECTUS

INITIAL INTEREST RATES FOR AMERIPRISE INSTALLMENT CERTIFICATE

ACC offers a fixed rate of interest for each three-month period during the life
of your certificate. The rate for your first three months will be a fixed rate
of 0.25%. The effective annualized yield assuming monthly compounding is 0.25%.
This rate is set at the discretion of ACC and is effective until further notice.
Rates for subsequent three month terms are set at the discretion of ACC and may
differ from the rates shown here. See "About the Certificate" for more
explanation.

The fixed interest rate of 0.25% may or may not have changed when you apply to
purchase your certificate. Rates for later three-month terms are set at the
discretion of ACC and may also differ from the rates shown here. See "Rates for
New Purchases" under "About the Certificate" for further information.

RISK FACTORS

You should consider the following when investing in Ameriprise Certificates:

These certificates are backed solely by the assets of ACC. Most of our assets
are debt securities and are subject to the following risks:

INTEREST RATE RISK: The price of debt securities generally falls as interest
rates increase, and rises as interest rates decrease. In general, the longer the
maturity of a bond, the greater its loss of value as interest rates increase,
and the greater its gain in value as interest rates decrease. See "How Your
Money Is Used and Protected."

CREDIT RISK: This is the risk that the issuer of a security, or the counterparty
to a contract, will default or otherwise become unable to honor a financial
obligation (such as payments due on a bond or note). Credit ratings of the
issuers of securities in our portfolio vary. See "How Your Money Is Used and
Protected."

To the extent you link your interest to the S&P 500 Index when you invest in
AMERIPRISE MARKET STRATEGY CERTIFICATE and AMERIPRISE STOCK MARKET CERTIFICATE,
you might earn no interest. If you choose to link all of your returns on these
certificates to the S&P 500 Index, you earn interest only if the value of the
S&P 500 Index is higher on the last day of your term than it was on the first
day of your term. See "Interest" under "About the Certificate."

MARKET RISK. The market value of securities may fall or fail to rise. Market
risk may affect a single issuer, sector of the economy, industry, or the market
as a whole. The market value of securities may fluctuate, sometimes rapidly and
unpredictably.

AMERIPRISE CERTIFICATES -- PROSPECTUS 5p

AMERIPRISE CERTIFICATE COMPANY AND AMERIPRISE FINANCIAL, INC.

Ameriprise Financial, Inc. (Ameriprise Financial) is the parent company of the
Ameriprise Certificate Company, the issuer of Ameriprise Certificates.

Ameriprise Financial and its subsidiaries provide a variety of services to
Ameriprise Certificate Company:

<Table>
<Caption>
- ------------------------------------------------------------------
COMPANY NAME SERVICES
- ------------------------------------------------------------------

RiverSource Investments, LLC Investment Management Services
(RiverSource Investments)
- ------------------------------------------------------------------
Ameriprise Financial, Inc. Administrative Services
(Ameriprise Financial)
- ------------------------------------------------------------------
Ameriprise Financial Services, Distribution Services
Inc.
(Ameriprise Financial
Services)
- ------------------------------------------------------------------
RiverSource Service Transfer Agent Services
Corporation
- ------------------------------------------------------------------
Ameriprise Trust Company Custodian Services
- ------------------------------------------------------------------
</Table>

6p AMERIPRISE CERTIFICATES -- PROSPECTUS

TABLE OF CONTENTS

<Table>

INITIAL INTEREST RATES FOR AMERIPRISE FLEXIBLE SAVINGS
CERTIFICATE.......................................... 2P
INITIAL INTEREST AND PARTICIPATION RATES FOR AMERIPRISE
STOCK MARKET CERTIFICATE............................. 3P
INITIAL INTEREST AND PARTICIPATION RATES FOR AMERIPRISE
MARKET STRATEGY CERTIFICATE.......................... 4P
INITIAL INTEREST RATES FOR AMERIPRISE INSTALLMENT
CERTIFICATE.......................................... 5P
RISK FACTORS........................................... 5P
AMERIPRISE CERTIFICATE COMPANY AND AMERIPRISE
FINANCIAL, INC....................................... 6P
AMERIPRISE FLEXIBLE SAVINGS CERTIFICATE................ 10P
ABOUT THE CERTIFICATE................................ 10P
Read and Keep This Prospectus........................ 10p
Investment Amounts and Terms......................... 10p
Face Amount and Principal............................ 10p
Value at Maturity.................................... 11p
Receiving Cash During the Term....................... 11p
Interest............................................. 11p
Rates for New Purchases.............................. 12p
Promotions and Pricing Flexibility................... 17p
HOW TO INVEST AND WITHDRAW FUNDS..................... 18P
Buying Your Certificate.............................. 18p
Additional Investments............................... 18p
How to Make Investments.............................. 19p
Full and Partial Withdrawals......................... 20p
When Your Certificate Term Ends...................... 23p
Transfers to Other Accounts.......................... 23p
How to Request a Withdrawal or Transfer.............. 24p
How to Receive Payment When
You Withdraw Funds................................ 24p
AMERIPRISE STOCK MARKET CERTIFICATE.................... 26P
ABOUT THE CERTIFICATE................................ 26P
Read and Keep This Prospectus........................ 26p
Investment Amounts................................... 26p
Face Amount and Principal............................ 26p
Certificate Term..................................... 27p
Value at Maturity.................................... 27p
Receiving Cash During the Term....................... 27p
Interest............................................. 27p
Promotions and Pricing Flexibility................... 30p
Historical Data on the S&P 500 Index................. 31p
Calculation of Return................................ 33p
About the S&P 500 Index.............................. 36p
Opportunities at the End of a Term................... 37p
</Table>

AMERIPRISE CERTIFICATES -- PROSPECTUS 7p

<Table>

HOW TO INVEST AND WITHDRAW FUNDS..................... 38P
Buying Your Certificate.............................. 38p
How to Make Investments.............................. 39p
Full and Partial Withdrawals......................... 40p
Transfers to Other Accounts.......................... 41p
How to Request a Withdrawal or Transfer.............. 42p
How to Receive Payment When You Withdraw Funds....... 42p
AMERIPRISE MARKET STRATEGY CERTIFICATE................. 44P
ABOUT THE CERTIFICATE................................ 44P
Read and Keep This Prospectus........................ 44p
Investment Amounts................................... 44p
Face Amount and Principal............................ 45p
Participation Term................................... 45p
Value at Maturity.................................... 45p
Receiving Cash During the Term....................... 46p
Interest............................................. 46p
Promotions and Pricing Flexibility................... 52p
Historical Data on the S&P 500 Index................. 52p
Calculation of Return................................ 56p
About the S&P 500 Index.............................. 59p
Opportunities at the End of a Participation Term..... 60p
HOW TO INVEST AND WITHDRAW FUNDS..................... 61P
Buying Your Certificate.............................. 61p
How to Make Investments.............................. 62p
Full and Partial Withdrawals......................... 63p
Transfers to Other Accounts.......................... 65p
How to Request a Withdrawal or Transfer.............. 65p
How to Receive Payment When You Withdraw Funds....... 66p
AMERIPRISE INSTALLMENT CERTIFICATE..................... 67P
ABOUT THE CERTIFICATE................................ 67P
Read and Keep This Prospectus........................ 67p
Investment Amounts................................... 67p
Face Amount and Principal............................ 67p
Value at Maturity.................................... 67p
Receiving Cash During the Term....................... 68p
Interest............................................. 68p
Rates for New Purchases.............................. 68p
Promotions and Pricing Flexibility................... 69p
</Table>

8p AMERIPRISE CERTIFICATES -- PROSPECTUS

<Table>

HOW TO INVEST AND WITHDRAW FUNDS..................... 69P
Buying Your Certificate.............................. 69p
How to Make Monthly Investments...................... 70p
Full and Partial Withdrawals......................... 70p
Transfers to Other Accounts.......................... 72p
How to Request a Withdrawal or Transfer.............. 72p
How to Receive Payment When You Withdraw Funds....... 73p
GENERAL INFORMATION.................................... 75P
Retirement Plans: Special Policies................... 75p
Withdrawal at Death for Ameriprise Flexible Savings
Certificate and Ameriprise Installment
Certificate....................................... 75p
Transfer of Ownership................................ 76p
For More Information................................. 76p
TAXES ON YOUR EARNINGS............................... 76P
Retirement Accounts.................................. 77p
Your TIN and Backup Withholding...................... 77p
HOW YOUR MONEY IS USED AND PROTECTED................. 78P
Invested and Guaranteed by ACC....................... 78p
Regulated by Government.............................. 78p
Backed by Our Investments............................ 79p
Investment Policies.................................. 80p
GENERAL INFORMATION ON ACC AND HOW IT OPERATES....... 83P
Relationship Between ACC and Ameriprise Financial,
Inc............................................... 83p
Capital Structure and Certificates Issued............ 83p
Service Providers.................................... 83p
Investment Management and Services................... 84p
Distribution......................................... 85p
Transfer Agent....................................... 87p
Custodian............................................ 87p
Directors and Officers............................... 88p
Independent Registered Public Accounting Firm........ 93p
ADDITIONAL INFORMATION............................... 93P
APPENDIX............................................. 94P
</Table>

AMERIPRISE CERTIFICATES -- PROSPECTUS 9p

AMERIPRISE FLEXIBLE SAVINGS CERTIFICATE

ABOUT THE CERTIFICATE

In this prospectus, "we," "us," "our," and "ours" refer to ACC, RiverSource
Investments, RiverSource Service Corporation or Ameriprise Financial Services
and "you," "your," and "yours" refer to the owner of the Certificate.

READ AND KEEP THIS PROSPECTUS

This prospectus section describes terms and conditions of your Ameriprise
Flexible Savings Certificate. It contains facts that can help you decide if the
certificate is the right investment for you. Read the prospectus before you
invest and keep it for future reference. No one has the authority to vary the
terms and conditions of the Ameriprise Flexible Savings Certificate from those
described in the prospectus, or to bind ACC by any statement not in it.

INVESTMENT AMOUNTS AND TERMS

You may purchase the Ameriprise Flexible Savings Certificate in any amount from
$1,000, payable in U.S. currency. The 7-month term may require a minimum
investment of $10,000 and the 13-month term may require a minimum investment of
$1 million. Unless you receive prior approval from ACC, your total amount paid
in over the life of the certificate, less withdrawals, cannot exceed $1 million.
If we offer a promotion, we may require a higher initial amount.

After determining the amount you wish to invest, you select a term of six, 12,
18, 24, 30 or 36 months for which ACC will guarantee an interest rate. ACC
guarantees your principal and interest. Generally, you will be able to select
any of the terms offered. But if your certificate is nearing its 20-year
maturity, you will not be allowed to select a term that would carry the
certificate past its maturity date.

The certificate may be used as an investment for your Individual Retirement
Account (IRA), 401(k) plan account or other qualified retirement plan account.
If so used, the amount of your contribution (investment) will be subject to any
limitations of the plan and applicable federal law. You cannot purchase this
certificate in a Coverdell Education Savings Account.

FACE AMOUNT AND PRINCIPAL

The face amount of the certificate is the amount of your initial investment, and
will remain the same over the life of the certificate. Any investment or
withdrawal within 15 days after the end of a term will be added on or deducted
to determine principal for the new term. A withdrawal at any other time is taken
first from interest credited to your investment during that term. The principal
is

10p AMERIPRISE CERTIFICATES -- PROSPECTUS

the amount that is reinvested at the beginning of each subsequent term, and is
calculated as follows:

Principal Face amount (initial investment)
equals
plus At the end of a term, interest credited to
your account during the term
minus Any interest paid to you in cash
plus Any additional investments
minus Any withdrawals, fees and applicable penalties
- -----------------------------------------------------------
</Table>

Principal may change during a term as described in "Add-on feature" under
"Additional Investments," and "Full and Partial Withdrawals."

For example, assume your initial investment (face amount) of $5,000 has earned
$75 of interest during the term. You have not taken any interest as cash, or
made any withdrawals. You have invested an additional $2,500 at the beginning of
the next term. Your principal for the next term will equal:

$5,000 Face amount (initial investment)
plus 75 Interest credited to your account
minus (0) Interest paid to you in cash
plus 2,500 Additional investment
minus (0) Withdrawals and applicable penalties or fees
- --------------------------------------------------------------
$7,575 Principal at the beginning of the next term
- --------------------------------------------------------------
</Table>

VALUE AT MATURITY

You may continue to invest for successive terms up to a total of 20 years. Your
certificate matures at 20 years from its issue date. At maturity, you will
receive a distribution for the value of your certificate. This will be the total
of your purchase price, plus additional investments and any credited interest
not paid to you in cash, less any withdrawals and penalties. Certain other fees
may apply as described in "How to Invest and Withdraw Funds."

RECEIVING CASH DURING THE TERM

If you need your money before your certificate term ends, you may withdraw part
or all of its value at any time, less any penalties that apply. Procedures for
withdrawing money, as well as conditions under which penalties apply, are
described in "How to Invest and Withdraw Funds."

INTEREST

Your investments earn interest from the date they are credited to your account.
Interest is compounded and credited at the end of each certificate month on the
monthly anniversary of the issue date.

ACC declares and guarantees a fixed rate of interest for each term during the
life of your certificate. We calculate the amount of interest you earn each
certificate month by:

- - applying the interest rate then in effect to your balance each day,

- - adding these daily amounts to get a monthly total, and

AMERIPRISE CERTIFICATES -- PROSPECTUS 11p

- - subtracting interest accrued on any amount you withdraw during the certificate
month.

Interest is calculated on a 30-day month and 360-day year basis.

IF YOU WITHDRAW DURING A CERTIFICATE MONTH, YOU WILL NOT EARN INTEREST FOR THE
MONTH ON THE AMOUNT WITHDRAWN.

This certificate may be available through other distributors or selling agents
with different interest rates or related features and consequently with
different returns. You may obtain information about other such distributors or
selling agents by calling us at the telephone numbers listed on the back cover.

RATES FOR NEW PURCHASES

ACC has complete discretion to determine whether to accept an application and
sell a certificate. When your COMPLETED application is accepted and we have
received your initial investment, we will send you a confirmation of your
purchase showing the rate that your investment will earn. ACC guarantees that
when rates for new purchases take effect, the rates will be within a specified
range of Treasury Yield Curve Rates, which are commonly referred to as "Constant
Maturity Treasury" rates or CMTs and are published by the U.S. Department of the
Treasury.

For purchases of certificates for less than $100,000, ACC guarantees that your
rate for your initial term will be:

Within a range from 160 basis points (1.60%)
above to 260 basis points (2.60%) above the rate
6 months published for a 6-month CMT rate.
- -----------------------------------------------------------
Within a range from 170 basis points (1.70%)
above to 270 basis points (2.70%) above the rate
12 months published for a 12-month CMT rate.
- -----------------------------------------------------------
Within a range from 175 basis points (1.75%)
above to 275 basis points (2.75%) above the rate
18 months published for a 12-month CMT rate.
- -----------------------------------------------------------
Within a range from 170 basis points (1.70%)
above to 270 basis points (2.70%) above the rate
24 months published for a 24-month CMT rate.
- -----------------------------------------------------------
Within a range from 175 basis points (1.75%)
above to 275 basis points (2.75%) above the rate
30 months published for a 24-month CMT rate.
- -----------------------------------------------------------
Within a range from 165 basis points (1.65%)
above to 265 basis points (2.65%) above the rate
36 months published for a 36-month CMT rate.
- -----------------------------------------------------------
</Table>

12p AMERIPRISE CERTIFICATES -- PROSPECTUS

For purchases of certificates for $100,000 or more, ACC guarantees that your
rate for your initial term will be:

Within a range from 180 basis points (1.80%)
above to 280 basis points (2.80%) above the rate
6 months published for a 6-month CMT rate.
- -----------------------------------------------------------
Within a range from 185 basis points (1.85%)
above to 285 basis points (2.85%) above the rate
12 months published for a 12-month CMT rate.
- -----------------------------------------------------------
Within a range from 190 basis points (1.90%)
above to 290 basis points (2.90%) above the rate
18 months published for a 12-month CMT rate.
- -----------------------------------------------------------
Within a range from 185 basis points (1.85%)
above to 285 basis points (2.85%) above the rate
24 months published for a 24-month CMT rate.
- -----------------------------------------------------------
Within a range from 190 basis points (1.90%)
above to 290 basis points (2.90%) above the rate
30 months published for a 24-month CMT rate.
- -----------------------------------------------------------
Within a range from 180 basis points (1.80%)
above to 280 basis points (2.80%) above the rate
36 months published for a 36-month CMT rate.
- -----------------------------------------------------------
</Table>

For persons who have received a special promotional coupon from ACC for purchase
of a Flexible Savings Certificate, for purchases of certificates for less than
$100,000, ACC guarantees that your rate for your initial term will be:

Within a range from 210 basis points (2.10%)
above to 310 basis points (3.10%) above the rate
6 months published for a 6-month CMT rate.
- -----------------------------------------------------------
Within a range from 220 basis points (2.20%)
above to 320 basis points (3.20%) above the rate
12 months published for a 12-month CMT rate.
- -----------------------------------------------------------
Within a range from 225 basis points (2.25%)
above to 325 basis points (3.25%) above the rate
18 months published for a 12-month CMT rate.
- -----------------------------------------------------------
Within a range from 220 basis points (2.20%)
above to 320 basis points (3.20%) above the rate
24 months published for a 24-month CMT rate.
- -----------------------------------------------------------
Within a range from 225 basis points (2.25%)
above to 325 basis points (3.25%) above the rate
30 months published for a 24-month CMT rate.
- -----------------------------------------------------------
Within a range from 215 basis points (2.15%)
above to 315 basis points (3.15%) above the rate
36 months published for a 36-month CMT rate.
- -----------------------------------------------------------
</Table>

For persons who have received a special promotional coupon from ACC for purchase
of a Flexible Savings Certificate, for purchases of certificates for $100,000 or
more, ACC guarantees that your rate for your initial term will be:

Within a range from 230 basis points (2.30%)
above to 330 basis points (3.30%) above the rate
6 months published for a 6-month CMT rate.
- -----------------------------------------------------------
Within a range from 235 basis points (2.35%)
above to 335 basis points (3.35%) above the rate
12 months published for a 12-month CMT rate.
- -----------------------------------------------------------
Within a range from 240 basis points (2.40%)
above to 340 basis points (3.40%) above the rate
18 months published for a 12-month CMT rate.
- -----------------------------------------------------------
Within a range from 235 basis points (2.35%)
above to 335 basis points (3.35%) above the rate
24 months published for a 24-month CMT rate.
- -----------------------------------------------------------
Within a range from 240 basis points (2.40%)
above to 340 basis points (3.40%) above the rate
30 months published for a 24-month CMT rate.
- -----------------------------------------------------------
Within a range from 230 basis points (2.30%)
above to 330 basis points (3.30%) above the rate
36 months published for a 36-month CMT rate.
- -----------------------------------------------------------
</Table>

AMERIPRISE CERTIFICATES -- PROSPECTUS 13p

For example, the coupon may require that you make a minimum investment and that
you are not an existing client of Ameriprise Financial, Ameriprise Financial
Services, or another subsidiary of Ameriprise Financial. We will select persons
to receive the coupon based on a business strategy to build relationships with
persons who work for particular employers, have certain amounts of assets
invested with Ameriprise Financial or its affiliates or with new clients in
selected market segments who we believe meet threshold requirements for such
factors as household income and home values. Coupons may be sent only to persons
who both fit such a strategy and live in particular parts of the country or are
affiliated with particular organizations. We also may give such a coupon to
active or retired Ameriprise Financial employees, financial advisors of
Ameriprise Financial Services, their immediate families and any U.S. employee of
any affiliated company of ACC. This promotional rate will only be available if
the recipient of the coupon presents it to us at the time of applying to
purchase the certificate.

For your initial term, ACC may offer certificates with different terms than
those described above, for purchases of certificates for less than $100,000, ACC
guarantees that your rate for your initial term will be:

Within a range from 170 basis points (1.70%)
above to 270 basis points (2.70%) above the rate
7 months* published for a 6-month CMT rate.
- -----------------------------------------------------------
Within a range from 220 basis points (2.20%)
above to 320 basis points (3.20%) above the rate
11 months published for a 12-month CMT rate.
- -----------------------------------------------------------
Within a range from 225 basis points (2.25%)
above to 325 basis points (3.25%) above the rate
19 months published for a 12-month CMT rate.
- -----------------------------------------------------------
Within a range from 220 basis points (2.20%)
above to 320 basis points (3.20%) above the rate
25 months published for a 24-month CMT rate.
- -----------------------------------------------------------
Within a range from 225 basis points (2.25%)
above to 325 basis points (3.25%) above the rate
31 months published for a 24-month CMT rate.
- -----------------------------------------------------------
Within a range from 215 basis points (2.15%)
above to 315 basis points (3.15%) above the rate
37 months published for a 36-month CMT rate.
- -----------------------------------------------------------
</Table>

* See section entitled "Investment Amounts and Terms" about minimum
investment requirements.

14p AMERIPRISE CERTIFICATES -- PROSPECTUS

For your initial term, ACC may offer certificates with different terms than
those described above, for purchases of certificates for $100,000 or more, ACC
guarantees that your rate for your initial term will be:

Within a range from 180 basis points (1.80%)
above to 280 basis points (2.80%) above the rate
7 months* published for a 6-month CMT rate.
- -----------------------------------------------------------
Within a range from 235 basis points (2.35%)
above to 335 basis points (3.35%) above the rate
11 months published for a 12-month CMT rate.
- -----------------------------------------------------------
Within a range from 210 basis points (2.10%)
13 above to 310 basis points (3.10%) above the rate
months* published for a 12-month CMT rate.
- -----------------------------------------------------------
Within a range from 240 basis points (2.40%)
above to 340 basis points (3.40%) above the rate
19 months published for a 12-month CMT rate.
- -----------------------------------------------------------
Within a range from 235 basis points (2.35%)
above to 335 basis points (3.35%) above the rate
25 months published for a 24-month CMT rate.
- -----------------------------------------------------------
Within a range from 240 basis points (2.40%)
above to 340 basis points (3.40%) above the rate
31 months published for a 24-month CMT rate.
- -----------------------------------------------------------
Within a range from 230 basis points (2.30%)
above to 330 basis points (3.30%) above the rate
37 months published for a 36-month CMT rate.
- -----------------------------------------------------------
</Table>

* See section entitled "Investment Amounts and Terms" about minimum
investment requirements.

Purchase of a certificate in one of these special offers may result in a later
term of less than six months in order to assure that your certificate matures 20
years from its issue date. ACC may limit the offering of these certificates to
persons who have received a coupon as a promotion, based on a business strategy
to build relationships with new clients in related market segments or persons
who we believe meet threshold requirements for such factors as household income
and home values or persons who fit this strategy and live in particular areas of
the country or are affiliated with particular organizations. ACC may also offer
different rates or terms to new clients, existing clients, or to individuals who
have purchased other products or used other services of Ameriprise Financial or
its subsidiaries, and may offer some terms only in selected distribution
channels. We also may offer different rates based on your amount invested, your
geographic location and whether the certificate is purchased for an IRA or for a
qualified retirement account.

Note: In the case of the 18-month term, because the U.S. Department of the
Treasury does not typically publish an 18-month CMT rate, ACC uses a range based
on the 12-month CMT rate. Similarly in the case of the 30-month term, because
the U.S. Department of the Treasury does not typically publish a 30-month CMT
rate, ACC uses a range based on the 24-month CMT rate.

AMERIPRISE CERTIFICATES -- PROSPECTUS 15p

CMTs are yields that are interpolated by the U.S. Department of Treasury
(Treasury) from the daily yield curve. This curve, which relates the yield on a
security to its time to maturity is based on the closing market bid yields on
actively traded Treasury securities in the over-the-counter market. These market
yields are calculated from composites of quotations obtained by the Federal
Reserve Bank of New York. Each Wednesday we will use the CMTs for establishing
the rates starting the following Wednesday. The U.S. Department of the Treasury
and the Federal Reserve Bank of New York have no connection with ACC, Ameriprise
Financial or any of their affiliates.

Information on current CMTs can be obtained on the Internet at www.ustreas.gov.

Rates for new purchases are reviewed and may change weekly. The rate you receive
will be the higher of:

- - the rate in effect on the date your COMPLETED application is accepted by us
and funds are received; or

- - the rate in effect seven days before that date.

Rates for future terms: Interest on your certificate for future terms may be
greater or less than the rates you receive during your first term. In setting
future interest rates, a primary consideration will be the prevailing investment
climate, including CMTs. Nevertheless, we have complete discretion as to what
interest rate is declared beyond the initial term. At least six days in advance
of each term, we will send you notice of the rate that your certificate will
earn for that term. If the CMTs are no longer publicly available or feasible to
use, ACC may use another, similar index as a guide for setting rates.

16p AMERIPRISE CERTIFICATES -- PROSPECTUS

PERFORMANCE: From Feb. 1999 through Feb. 2009, Ameriprise Flexible Savings
Certificate one year yields were generally comparable to the yields published
for one-year CMTs.

LINE GRAPH TO BE INSERTED

The graph compares past yields and should not be considered a prediction of
future performance.

PROMOTIONS AND PRICING FLEXIBILITY

ACC may sponsor or participate in promotions involving the certificate and its
respective terms. For example, we may offer different rates to new clients, to
existing clients, to Ameriprise Achiever Circle and Achiever Circle Elite
clients, or to individuals who have purchased other products or used other
services of Ameriprise Financial or its affiliates. Different rates may be
offered to Ameriprise Achiever Circle and Achiever Circle Elite clients and may
be restricted to initial terms only.

We also may offer different rates based on the amount invested and/or geographic
location and whether the certificate is purchased for an IRA or a qualified
retirement account.

These promotions will generally be for a specified period of time. If we offer a
promotion, the rates for new purchases will be within the range of rates
described under "Rates for New Purchases."

AMERIPRISE CERTIFICATES -- PROSPECTUS 17p

HOW TO INVEST AND WITHDRAW FUNDS

BUYING YOUR CERTIFICATE

Your financial advisor will help you fill out and submit an application to open
an account with us and purchase a certificate. If you purchase your certificate
other than through a financial advisor of Ameriprise Financial Services -- for
example, through a direct marketing channel -- you may be given different
purchase instructions. We will process the application at our corporate offices
in Minneapolis, Minnesota. When we have accepted your application and received
your initial investment, we will send you a confirmation of your purchase,
indicating your account number and applicable rate of interest for your first
term, as described under "Rates for New Purchases." See "Purchase policies"
below.

IMPORTANT: When you open an account, you must provide ACC with your correct
Taxpayer Identification Number (TIN), which is either your Social Security or
Employer Identification number. See "Taxes on Your Earnings."

PURCHASE POLICIES

- - Investments must be received and accepted in the Minneapolis headquarters on a
business day before 3 p.m. Central time to be included in your account that
day. Otherwise your purchase will be processed the next business day.

- - You have 15 days from the date of purchase to cancel your investment without
penalty by either writing or calling us at the address or phone number on the
back of this prospectus. If you decide to cancel your certificate within this
15-day period, you will not earn any interest.

- - If you purchase a certificate with a personal check or other non-guaranteed
funds, we will wait one day for the process of converting your check to
federal funds (e.g., monies of member banks within the Federal Reserve Bank)
before your purchase will be accepted and you begin earning interest. For
information on how to avoid this delay, for example by using a certified
check, please call us at the telephone number listed on the back cover.

- - ACC has complete discretion to determine whether to accept an application and
sell a certificate.

A number of special policies apply to purchases, withdrawals and exchanges
within IRAs, 401(k) plans and other qualified retirement plans. See "Retirement
Plans: Special Policies."

ADDITIONAL INVESTMENTS

You may make investments within 15 calendar days after the end of a term (the
grace period) as well as during the 15 day period following date of purchase.
Investments added to your certificate during the grace period will increase the
principal balance for purposes of the 25% add-on feature described below and

18p AMERIPRISE CERTIFICATES -- PROSPECTUS

the 10% withdrawal feature described under "Full and Partial Withdrawals."
Additional investments may be in any amount so long as your total investment,
less withdrawals, does not exceed $1 million, unless you receive prior approval
from ACC to invest more. You will earn interest on additional investments from
the date we accept them. ACC will send a confirmation of additional investments.

If you add to a certificate purchased other than through a financial advisor,
you may be given different instructions regarding additional investments.

ADD-ON FEATURE: You may also add to your certificate during the term. These
additional investments may not exceed 25% of the certificate's initial principal
balance at the end of the grace period. This principal includes the balance at
the end of the previous term, plus or minus any deposits or withdrawals during
the grace period.

Any add-on or withdrawal during the grace period will change the principal
amount used to determine the amount available for the 25% add-on feature.

For example, suppose your original balance is $9,000. During the grace period,
you add $1,000. At any time during the current term, you could add up to 25% of
principal ($9,000 + $1,000 = $10,000), or $2,500 to your certificate.

The interest rate for these additional investments is the rate then in effect
for your account. If your additional investment increases the principal of your
certificate so that your certificate's principal has exceeded a break point for
a higher interest rate, the certificate will earn this higher interest rate for
the remainder of the term, from the date the additional investment is accepted.

HOW TO MAKE INVESTMENTS

BY MAIL

Send your check, by regular or express mail, along with your name and account
number to:
AMERIPRISE FINANCIAL
70100 AMERIPRISE FINANCIAL CENTER
MINNEAPOLIS, MN 55474

BY WIRE

If you have an established account, you may wire money to:
WELLS FARGO BANK MINNESOTA, N.A.
ROUTING NO. 091000019
MINNEAPOLIS, MN
ATTN: DOMESTIC WIRE DEPT.

Give these instructions: Credit Ameriprise Financial Services Account
#0000030015 for personal account # (your personal number) for (your

AMERIPRISE CERTIFICATES -- PROSPECTUS 19p

name). Please be sure to include all 10 digits of the Ameriprise Financial
Services account number, including the zeros.

If this information is not included, the order may be rejected and all money
received, less any costs we incur, will be returned promptly.

- - Minimum amount for each wire investment: $1,000.

- - Wire orders can be accepted only on days when your bank, Ameriprise Financial
and its affiliates and Wells Fargo Bank Minnesota, N.A. are open for business.

- - Wire purchases are completed when wired payment is received and we accept the
purchase.

- - Wire investments must be received and accepted in our Minneapolis headquarters
on a business day before 3 p.m. Central time to be credited that day.
Otherwise your purchase will be processed the next business day.

- - We are not responsible for any delays that occur in wiring funds, including
delays in processing by the bank.

- - You must pay for any fee the bank charges for wiring.

FULL AND PARTIAL WITHDRAWALS

- - You may withdraw your certificate for its full value or make a partial
withdrawal of $100 or more at any time. If you purchase this certificate for
an IRA, 401(k) or other retirement plan account, early withdrawals or cash
payments of interest taken prematurely may be subject to IRS tax and penalty.

- - If you withdraw during a certificate month, you will not earn interest for the
month on the amount withdrawn.

- - Complete withdrawal of your certificate is made by giving us proper
instructions. To complete these transactions, see "How to Request a Withdrawal
or Transfer."

- - Full and partial withdrawals of principal are subject to penalties, described
below.

- - Interest payments in cash may be sent to you at the end of each certificate
month, quarter, or on a semiannual or annual basis.

- - If a withdrawal reduces your account value to a point where we pay a lower
interest rate, you will earn the lower rate from the date of the withdrawal.

- - You may not otherwise make a partial withdrawal if it would reduce your
certificate balance to less than $1,000. If you request such a withdrawal, we
will contact you for revised instructions.

- - Scheduled partial withdrawals may be made monthly, quarterly, semiannually,
annually and at term end.

- - Because we credit interest on your certificate's monthly anniversary,
withdrawals before the end of the certificate month will result in loss of

20p AMERIPRISE CERTIFICATES -- PROSPECTUS

accrued interest on the amount withdrawn. You will get the best result by
timing a withdrawal at the end of the certificate month, that is, on an
interest crediting date.

- - ACC has adopted procedures that allow you, in certain circumstances, at your
request, to receive the proceeds of your redemption "in-kind," meaning that
you receive securities instead of cash. For more information contact your
financial advisor.

PENALTIES FOR EARLY WITHDRAWAL: When you request a full or partial withdrawal,
we pay the amount you request:

- - first from interest credited during the current term,

- - then from the principal of your certificate.

Any additional investments or withdrawals during a term are added to or deducted
from the principal and are used in determining any withdrawal charges.

You may not make a partial withdrawal if it would reduce your certificate
balance to less than $1,000. If you request such a withdrawal, we will contact
you for revised instructions.

WITHDRAWAL PENALTIES: For withdrawals during the term of more than the interest
credited that term and over 10% of the certificate's principal, a 2% withdrawal
penalty will be deducted from the account's remaining balance.

For example, assume you invest $20,000 in a certificate and select a two-year
term. A little over a year later assume you have earned $1,600 in interest. The
following demonstrates how the withdrawal charge is deducted:

When you withdraw a specific amount of money in excess of the interest
credited, we would have to withdraw additional funds from your account to
cover the withdrawal charge. For instance, suppose you request a $5,000
check. The first $1,600 paid to you is interest earned that term, the next
$2,000 is 10% of principal, and not subject to the withdrawal penalty, and
the remaining $1,400 paid to you is principal over the 10% limit. We would
send you a check for $5,000 and deduct a withdrawal charge of $28.00
($1,400 x 2%) from the remaining balance of your certificate account. Your
new balance would be $16,572 ($21,600 -- $5,028).

AMERIPRISE CERTIFICATES -- PROSPECTUS 21p

Total investments $20,000
Interest credited 1,600
- --------------------------------------------------------------

Total balance $21,600

Requested check $ 5,000
- --------------------------------------------------------------

Credited interest withdrawn (1,600)
10% of principal -- not subject to penalty (2,000)
- --------------------------------------------------------------

Remaining portion of requested withdrawal -- subject
to penalty $ 1,400
Withdrawal penalty percent 2%
Actual withdrawal penalty $ 28

Balance prior to withdrawal $21,600
Requested withdrawal check (5,000)
Withdrawal penalty (28)
- --------------------------------------------------------------

Total balance after withdrawal $16,572
- --------------------------------------------------------------
</Table>

PENALTY EXCEPTIONS: There is never a penalty for withdrawal of interest. In
addition, you may withdraw up to 10% of your principal during the term without a
withdrawal penalty. The principal available for the 10% no-penalty withdrawal
feature is the balance in the certificate at the beginning of the term plus or
minus any deposits or withdrawals made during the grace period.

The following example demonstrates how this feature works:

Assume your certificate balance is $1,000. During the grace period you add
$500, bringing the principal to $1,500.

At any time during the term you could withdraw up to $150 of principal with
no penalty.

Any additional investments or withdrawals following the grace period will not
change the principal amount used to determine the amount available for the 10%
no-penalty withdrawal feature.

The 2% penalty is waived upon death of the certificate owner and for six months
after the estate settlement has been processed by ACC. When this certificate is
owned by a revocable trust, this penalty also is waived upon death of any
grantor of the revocable trust. We will also waive withdrawal penalties on
withdrawals for IRA certificate accounts for your required minimum distributions
at age 70 1/2. During the temporary IRS waiver of minimum required distributions
in 2009, we will continue to waive withdrawal penalties on withdrawals for IRA
certificates if you are at least age 70 1/2 and if the distribution is
calculated consistently with the minimum distribution rules that would have been
applied in the absence of the temporary IRS waiver. See "Retirement Plans:
Special Policies."

For more information on withdrawal charges, talk with your financial advisor or
call us at the number on the back cover.

22p AMERIPRISE CERTIFICATES -- PROSPECTUS

WHEN YOUR CERTIFICATE TERM ENDS

Shortly before the end of the term you have selected for your certificate, we
will send you a notice indicating the interest rate that will apply to the
certificate for the new term. When your certificate term ends we will
automatically renew your certificate for the standard term (six, 12, 18, 24, 30
or 36 month) nearest in length to your initial term. If you have a 7- or 13-
month term certificate, we will automatically renew your certificate into a 6-
or 12-month term certificate respectively. If your initial term is equidistant
from two standard terms, we will automatically renew your certificate to the
term with the longest term length that is shorter than your initial term. If you
wish to select a different term, you must notify us in writing before the end of
the grace period. You will not be allowed to select a term that would carry the
certificate past its maturity date.

The interest rates that will apply to your new term will be those in effect on
the day the new term begins. We will send you a confirmation showing the rate of
interest that will apply to the new term you have selected. This rate of
interest will not change during that term unless your certificate's principal
falls below a break point for a lower rate or goes above a break point for a
higher interest rate.

If you want to withdraw your certificate without a withdrawal charge, you must
notify us within 15 calendar days following the end of a term. However, you will
lose any interest accrued since the end of the term.

You may also add to your investment within the 15 calendar days following the
end of your term. See "Additional Investments" under "How to Invest and Withdraw
Funds." You may also make a withdrawal within the 15 calendar days following the
end of your term. See "Full and Partial Withdrawals" under "How to Invest and
Withdraw Funds."

OTHER FULL AND PARTIAL WITHDRAWAL POLICIES

- - If you request a partial or full withdrawal of a certificate recently
purchased or added to by a check or money order that is not guaranteed, we
will wait for your check to clear. Please expect a minimum of 10 days from the
date of your payment before ACC mails a check to you.

- - If your certificate is pledged as collateral, any withdrawal will be delayed
until we get approval from the secured party.

- - Any payments to you may be delayed under applicable rules, regulations or
orders of the Securities and Exchange Commission (SEC).

TRANSFERS TO OTHER ACCOUNTS

You may transfer part or all of your certificate to any other currently offered
Ameriprise Certificate or into another new or existing Ameriprise Financial
Services account that has the same ownership, subject to any terms and
conditions that may apply.

AMERIPRISE CERTIFICATES -- PROSPECTUS 23p

Transfers to another Ameriprise Financial Services account with different
ownership will require a written request.

HOW TO REQUEST A WITHDRAWAL OR TRANSFER

BY PHONE

Call us at one of the telephone numbers listed on the back cover.

- - Maximum telephone withdrawal request: $100,000.

- - Transfers into an Ameriprise Financial Services account with the same
ownership.

- - A telephone withdrawal request will not be allowed within 30 days of a phoned-
in address change.

- - We will honor any telephone withdrawal or transfer request believed to be
authentic and will use reasonable procedures to confirm authenticity.

You may request that telephone withdrawals not be authorized from your account
by giving us instruction in writing.

BY MAIL

Send your name, account number and request for a withdrawal or transfer, by
regular or express mail, to:
AMERIPRISE FINANCIAL
70100 AMERIPRISE FINANCIAL CENTER
MINNEAPOLIS, MN 55474

Written requests are required for:
- - Withdrawals over $100,000.
- - Pension plans.
- - Custodial accounts where the minor has reached the age at which custodianship
should terminate.
- - Transfers to another Ameriprise Financial Services account with different
ownership. All current registered owners must sign the request.
- - All owners must sign a written request if there was an address change within
the last 30 days.

HOW TO RECEIVE PAYMENT WHEN YOU WITHDRAW FUNDS

BY REGULAR OR EXPRESS MAIL

- - Mailed to address on record; please allow seven days for mailing.
- - Payable to name(s) listed on the account.
- - The express mail delivery charges you pay will vary depending on the courier
you select. We will deduct the fee from your remaining certificate balance,
provided that balance would not be less than $1,000. If the balance would be
less than $1,000, we will deduct the fee from the proceeds of the withdrawal.

24p AMERIPRISE CERTIFICATES -- PROSPECTUS

BY WIRE

- - Minimum wire amount: $1,000.

- - Request that money be wired to your bank.

- - Bank account must be in same ownership as the ACC account.

- - Pre-authorization required. Complete the bank wire authorization section in
the application or use a form supplied by your financial advisor. All
registered owners must sign.

- - Applicable wire charges will be deducted from your balance for partial
withdrawals or from the proceeds of a full withdrawal.

BY ELECTRONIC TRANSFER

- - Available only for pre-authorized scheduled partial withdrawals and other full
or partial withdrawals.
- - No charge.
- - Deposited electronically in your bank account.
- - Allow two to five business days from request to deposit.

AMERIPRISE CERTIFICATES -- PROSPECTUS 25p

AMERIPRISE STOCK MARKET CERTIFICATE

ABOUT THE CERTIFICATE

READ AND KEEP THIS PROSPECTUS

This prospectus section describes terms and conditions of your Ameriprise Stock
Market Certificate. It contains facts that can help you decide if the
certificate is the right investment for you. Read the prospectus before you
invest and keep it for future reference. No one has the authority to vary the
terms and conditions of the Ameriprise Stock Market Certificate from those
described in the prospectus, or to bind ACC by any statement not in it.

INVESTMENT AMOUNTS

You may purchase the Ameriprise Stock Market Certificate in any amount from
$1,000 through $1 million, payable in U.S. currency, unless you receive prior
approval from ACC to invest more. You may also make additional lump-sum
investments in any amount at the end of any term as long as your total amount
paid in is not more than the $1 million, unless you receive prior approval from
ACC to invest more.

The certificate may be used as an investment for your Individual Retirement
Account (IRA), 401(k) plan or other qualified retirement accounts. If so used,
the amount of your contribution (investment) will be subject to limitations in
applicable federal law. You cannot purchase this certificate in a Coverdell
Education Savings Account.

FACE AMOUNT AND PRINCIPAL

The face amount of your certificate is the amount of your initial investment.
Your principal is the value of your certificate at the beginning of each
subsequent term. ACC guarantees your principal. It consists of the amount you
actually invest plus interest credited to your account and any additional
investment you make less withdrawals, penalties and any interest paid to you in
cash.

For example, assume your initial investment (face amount) of $10,000 has earned
a return of 5.00%. ACC credits interest to your account at the end of the term.
You have not taken any interest as cash, or made any withdrawals. You have

26p AMERIPRISE CERTIFICATES -- PROSPECTUS

invested an additional $2,500 prior to the beginning of the next term. Your
principal for the next term will equal:

$10,000 Face amount (initial investment)
plus Interest credited to your account at the
500 end of the term
plus Interim interest (See "Interim interest"
5 under "Interest")
minus (0) Interest paid to you in cash
plus 2,500 Additional investment
minus (0) Withdrawals and applicable penalties
- ---------------------------------------------------------------
$13,005 Principal at the beginning of the next term
- ---------------------------------------------------------------
</Table>

CERTIFICATE TERM

Your first certificate term is a 52-week period. It begins on the Wednesday
after ACC accepts your application and ends the Tuesday before the 52-week
anniversary of its acceptance. ACC has complete discretion to determine whether
to accept an application and sell a certificate. For example, if ACC accepts
your application on a Wednesday, your first term would begin the next Wednesday.
Your certificate will earn interest at the interim interest rate then in effect
until the term begins. See "Interim interest" under "Interest." It will not earn
any participation interest until the term begins. If you choose to continue to
receive participation interest, subsequent terms are 52-week periods that begin
on the Wednesday following the 14-day grace period at the end of the prior 52-
week term. You may begin your next term on any Wednesday during the 14-day
period by providing prior written instructions to ACC. If you choose to receive
fixed interest, subsequent terms will be up to 52 weeks as described in "Fixed
interest" under "Interest" below.

VALUE AT MATURITY

Your certificate matures after 14 terms. Then you will receive a distribution
for its value. Participation terms are always 52 weeks. Fixed interest terms may
be less than 52 weeks if you change to participation before the end of the 52-
week period. At maturity, the value of your certificate will be the total of
your actual investments, plus credited interest not paid to you in cash, less
any withdrawals and withdrawal penalties. Certain other fees may apply.

RECEIVING CASH DURING THE TERM

If you need money before your certificate term ends, you may withdraw part or
all of its value at any time, less any penalties that apply. Procedures for
withdrawing money, as well as conditions under which penalties apply, are
described in "How to Invest and Withdraw Funds."

INTEREST

AMERIPRISE CERTIFICATES -- PROSPECTUS 27p

annual return explained below. After your first term, you may choose full or
partial participation; or not to participate in any market movement and receive
a fixed rate of interest.

FULL PARTICIPATION INTEREST: With this option:

- - you participate 100% in any percentage increase in the S&P 500 Index up to the
maximum return. For the maximum return in effect on the date of this
prospectus, see "Initial Interest and Participation Rates for Ameriprise Stock
Market Certificate";

- - you earn interest only if the value of the S&P 500 Index is higher on the last
day of your term than it was on the first day of your term; and

- - your return is linked to stock market performance.

The S&P 500 Index is frequently used to measure the relative performance of the
stock market. For a more detailed discussion of the S&P 500 Index, see "About
the S&P 500 Index."

PARTIAL PARTICIPATION AND MINIMUM INTEREST: This option allows you to
participate in a portion (market participation percentage) of any increase in
the S&P 500 Index and also a rate of interest guaranteed by ACC in advance for
each term (minimum interest). Your return consists of two parts:

- - a percentage of any increase in the S&P 500 Index, and

- - a rate of interest guaranteed by ACC in advance for each term.

Together, they cannot exceed the maximum return. For the maximum return in
effect on the date of this prospectus, see "Initial Interest and Participation
Rates."

The market participation rate and the minimum interest rate on the date of this
prospectus are listed on the inside cover under "Initial Interest and
Participation Rates for Ameriprise Stock Market Certificate."

FIXED INTEREST: After your first term, this fixed interest option allows you to
stop participating in the market entirely for some period of time. A fixed
interest term is 52 weeks unless you choose to start a new participation term
before your 52 week term ends. You may choose to receive a fixed rate of
interest for any term after the first term. During the term when you are
receiving fixed interest, you can change from your fixed interest selection to
again participate in the market. If you make the change from fixed interest to
participation interest, your next term would begin on the Wednesday following
our receipt of notice of your new selection. In this way, you may have a term
(during which you would earn fixed interest) that is less than 52 weeks. You may
not change from participation interest to fixed interest during a term.

MAXIMUM RETURN: This is the cap, or upper limit, of your return. Your total
return including both participation and minimum interest for a term for which
you have chosen participation interest will be limited to this maximum return

28p AMERIPRISE CERTIFICATES -- PROSPECTUS

percentage. For the maximum return in effect on the date of this prospectus, see
"Initial Interest and Participation Rates for Ameriprise Stock Market
Certificate."

However, ACC guarantees that, for persons who have received a special
promotional coupon from ACC for purchase of a Stock Market Certificate and have
satisfied any requirement stated in the coupon, the maximum return for the
initial term will be the maximum return for special promotional coupons, see
"Initial Interest and Participation Rates for Ameriprise Stock Market
Certificate." For example, the coupon may require that you make a minimum
investment and that you are not an existing client of Ameriprise Financial, or
another affiliate of Ameriprise Financial. We will select persons to receive the
coupon based on a business strategy to build relationships with persons who work
for particular employers or with new clients in selected market segments who we
believe meet threshold requirements for such factors as household income and
home values. Coupons may be sent only to persons who both fit such a strategy
and live in particular parts of the country or are affiliated with particular
organizations. ACC also may give such a coupon to active or retired Ameriprise
Financial employees, financial advisors of Ameriprise Financial Services, their
immediate families and any U.S. employee of any affiliated company of ACC. This
promotional rate will only be available if the recipient of the coupon presents
it to the distributor or selling agent at the time of applying to purchase the
certificate.

DETERMINING THE S&P 500 INDEX VALUE: The stock market closes at 3 p.m. Central
time. The S&P 500 Index value is available at approximately 4:30 p.m. Central
time. This is the value we currently use to determine participation interest.
Occasionally, Standard & Poor's (S&P) makes minor adjustments to the closing
value after 4:30 p.m., and the value we use may not be exactly the one that is
published the next business day. In the future, we may use a later time cut-off
if it becomes feasible to do so. If the stock market is not open or the S&P 500
Index is unavailable as of the last day of your term, the preceding business day
for which a value is available will be used instead. Each Tuesday's closing
value of the S&P 500 Index is used for establishing the term start and the term
end values each week.

INTERIM INTEREST: When we accept your application, we pay interim interest to
your account for the time before your first term begins. We also pay interim
interest for the 14-day period between terms unless you write or call to ask us
to begin your next term earlier. You may withdraw this interest in cash at any
time before it becomes part of your certificate's principal without a withdrawal
penalty. If it is not withdrawn, the interest will become part of your
certificate's principal at the start of the next succeeding term. For example,
the interest you earn between the end of the first and the beginning of the
second term will become part of the principal at the start of your third term.
Interim interest rates for the time before your first term begins will be within
a specified range of Treasury Yield Curve Rates, which are commonly referred to
as "Constant

AMERIPRISE CERTIFICATES -- PROSPECTUS 29p

Maturity Treasury" rates or CMTs and are published by the U.S. Department of the
Treasury. This rate will be within a range between 70 basis points (.70%) above
to 170 basis points (1.70%) above the published 6-month CMT rate.

Information on current CMTs can be obtained on the Internet at www.ustreas.gov.

If the CMTs are no longer publicly available or feasible to use, ACC may use
another, similar index as a guide for setting rates.

EARNING INTEREST: ACC calculates, credits and compounds participation interest
at the end of your certificate term. Minimum interest accrues daily and is
credited and compounded at the end of your certificate term. Fixed interest
accrues and is credited daily and compounds at the end of your term. Both
minimum and fixed interest are calculated on a 30-day month and 360-day year
basis. Interim interest accrues and is credited daily and compounds at the end
of your term immediately following the period in which interim interest is
credited.

RATES FOR FUTURE PERIODS: After the initial term, the maximum return, market
participation percentage or minimum interest rate on your certificate may be
greater or less than those shown on the front of this prospectus. We review
rates weekly, and have complete discretion to decide what interest rate will be
declared.

To find out what your certificate's new maximum return, market participation
percentage and minimum interest rate will be for your next term, please consult
your financial advisor, or call us at the telephone numbers listed on the back
cover.

PROMOTIONS AND PRICING FLEXIBILITY

30p AMERIPRISE CERTIFICATES -- PROSPECTUS

offered by Ameriprise Financial or its affiliates. These promotions will
generally be for a specified period of time.

We also may offer different rates based on your amount invested, geographic
location and whether the certificate is purchased for an IRA or a qualified
retirement account.

HISTORICAL DATA ON THE S&P 500 INDEX

The following chart illustrates the monthly closing values of the Index from
Jan. 1990 through Feb. 2009. The values of the S&P 500 Index are reprinted with
the permission of S&P.

LINE GRAPH TO BE INSERTED

S&P 500 INDEX AVERAGE ANNUAL RETURN

<Table>
<Caption>
BEGINNING DATE JAN. PERIOD HELD IN YEARS AVERAGE ANNUAL RETURN

1999 10 %
2004 5 %
2008 1 %
</Table>

The next chart illustrates, on a moving 52-week basis, the price return of the
S&P 500 Index measured for every 52-week period beginning with the period ended
Jan. 1991 and continuing through Feb. 2009. The price return is the percentage
return for each period using monthly closing prices of the S&P 500 Index.
Dividends and other distributions on the securities comprising the S&P 500 Index
are not included in calculating the price return.

AMERIPRISE CERTIFICATES -- PROSPECTUS 31p

LINE GRAPH TO BE INSERTED

Using the same dates and data on price returns described above, the next graph
expands on the information in the preceding chart by illustrating the number of
months when the 52-week price return was in the range specified below under each
column. For example, the most common 52-week return during this time period was
in the 5-10% range.

CHART TO BE INSERTED

The last chart illustrates, on a moving weekly basis, the actual 52-week return
of the Ameriprise Stock Market Certificate at full and partial participation
compared to the price return of the S&P 500 Index.

LINE GRAPH TO BE INSERTED

32p AMERIPRISE CERTIFICATES -- PROSPECTUS

The Ameriprise Stock Market Certificate was first available on Jan. 24, 1990.
The performance reflects the returns on the 52-week anniversary date, falling on
a Wednesday, of each of the weeks shown.

Your interest earnings are tied to the movement of the S&P 500 Index. They will
be based on any increase in this Index as measured on the beginning and ending
date of each 52-week term. Of course, if this Index is not higher on the last
day of your term than it was on the first day, your principal will be secure but
you will earn no participation interest.

How an index has performed in the past does not indicate how the stock market or
the certificate will perform in the future. There is no assurance that
certificate owners will receive interest on their accounts beyond any minimum
interest or fixed interest selected. The index could decline.

CALCULATION OF RETURN

The increase or decrease in the S&P 500 Index, as well as the actual return paid
to you, is calculated as follows:

RATE OF RETURN ON S&P 500 INDEX

Term ending value of S&P 500 Index minus
Term beginning value of S&P 500 Index divided by
Term beginning value of S&P 500 Index equals
Rate of return on S&P 500 Index
</Table>

The actual return paid to you will depend on your interest participation
selection.

AMERIPRISE CERTIFICATES -- PROSPECTUS 33p

For example, assume:

Term ending value of S&P 500 Index 940
Term beginning value of S&P 500 Index 900
Maximum return 5%
Minimum return 1.00%
Partial participation rate 25%
</Table>

<Table>

940 Term ending value of S&P 500 Index
minus 900 Term beginning value of S&P 500 Index
- -----------------
equals Difference between beginning and ending
40 values

Difference between beginning and ending
40 values
divided by 900 Term beginning value of S&P 500 Index
- -----------------
equals 4.44% Percent increase - full participation return

4.44% Percent increase or decrease
times 25% Partial participation rate
- -----------------
equals 1.11%
plus 1.00% Minimum interest rate
- -----------------
equals 2.11% Partial participation return
- -----------------
</Table>

In both cases in the example, the return would be less than the 5% maximum.

MAXIMUM RETURN AND PARTIAL PARTICIPATION MINIMUM RATE HISTORY -- The following
table illustrates the maximum annual returns and partial participation minimum
rates that have been in effect since the Ameriprise Stock Market Certificate was
introduced.

<Table>
<Caption>
START OF TERM MAXIMUM ANNUAL RETURN PARTIAL PARTICIPATION MINIMUM RATE

34p AMERIPRISE CERTIFICATES -- PROSPECTUS

<Table>
<Caption>
START OF TERM MAXIMUM ANNUAL RETURN PARTIAL PARTICIPATION MINIMUM RATE

Oct. 31, 2001 8.00 2.00%
Nov. 21, 2001 6.00 1.00
June 26, 2002 6.00 1.25
Oct. 23, 2002 5.00 1.25
Feb. 19, 2003 5.00 1.00
May 12, 2004 4.00 0.75
April 27, 2005 5.00 1.00
Oct. 19, 2005 6.00 1.50
May 3, 2006 7.00 2.00
April 2, 2008 5.00 1.00
</Table>

EXAMPLES

To help you understand how this certificate works, here are some hypothetical
examples. The following are four different examples of market scenarios and how
they affect the certificate's return. Assume for all examples that:

- - you purchased the certificate with a $10,000 original investment,

- - the partial participation rate is 25%,

- - the minimum interest rate for partial participation is 1%,

- - the maximum total return for full and partial participation is 5%.

1. IF THE S&P 500 INDEX VALUE RISES

<Table>
<Caption>
WEEK 1/WED WEEK 52/TUES
S&P 500 S&P 500
4% increase in
the S&P 500
Index 1,000 Index Index 1,040
- -----------------------------------------------------------------------------------

Partial participation
interest and minimum
Full participation interest interest
Original
$10,000 Original investment $10,000 investment
1.00% (Minimum
interest rate) x
+ 400 4% x $10,000 + 100 $10,000
25% x 4% x
$10,000
Participation
Participation interest + 100 interest
------- -------
$10,400 Ending balance $10,200 Ending balance
(2.00% Total
(4% Total return) return)
- -----------------------------------------------------------------------------------
</Table>

2. IF THE S&P 500 INDEX VALUE FALLS

<Table>
<Caption>
WEEK 1/WED WEEK 52/TUES
S&P 500 S&P 500
4% decrease in
the S&P 500
Index 1,000 Index Index 960
- -----------------------------------------------------------------------------------

Partial participation
interest and minimum
Full participation interest interest
Original
$10,000 Original investment $10,000 investment
1.00% (Minimum
interest rate) x
+ 0 Participation interest + 100 $10,000
-------
Participation
$10,000 Ending balance + 0 interest
-------
(0% Total return) $10,100 Ending balance
(1.00% Total
return)
- -----------------------------------------------------------------------------------
</Table>

AMERIPRISE CERTIFICATES -- PROSPECTUS 35p

3. IF THE S&P 500 INDEX VALUE RISES ABOVE THE MAXIMUM RETURN FOR FULL
PARTICIPATION

<Table>
<Caption>
WEEK 1/WED WEEK 52/TUES
S&P 500 S&P 500
10% increase in
the S&P 500
Index 1,000 Index Index 1,100
- --------------------------------------------------------------------------------

Partial participation
interest and minimum
Full participation interest interest
Original
$10,000 Original investment $10,000 investment
1.00% (Minimum
interest rate) x
+ 500 5% x $10,000 + 100 $10,000
25% x 10% x
$10,000
Participation
Maximum interest + 250 interest
------- -------
$10,500 Ending balance $10,350 Ending balance
(3.50% Total
(5% Total return) return)
- --------------------------------------------------------------------------------
</Table>

4. IF THE S&P 500 INDEX VALUE RISES ABOVE THE MAXIMUM RETURN FOR PARTIAL
PARTICIPATION

<Table>
<Caption>
WEEK 1/WED WEEK 52/TUES
S&P 500 S&P 500
30% increase in
the S&P 500
Index 1,000 Index Index 1,300
- --------------------------------------------------------------------------------

Partial participation
interest and minimum
Full participation interest interest
Original
$10,000 Original investment $10,000 investment
1.00% (Minimum
interest rate) x
+ 500 5% x $10,000 + 100 $10,000
25% x 30% = 7.5%;
Maximum interest + 400 capped at
(5%-1%) x $10,000
Participation
interest
------- -------
$10,500 Ending balance $10,500 Ending balance
(5% Total return) (5% Total return)
- --------------------------------------------------------------------------------
</Table>

ABOUT THE S&P 500 INDEX

The description in this prospectus of the S&P 500 Index including its make-up,
method of calculation and changes in its components is derived from publicly
available information regarding the S&P 500 Index. ACC does not assume any
responsibility for the accuracy or completeness of such information.

The S&P 500 Index is composed of 500 common stocks, most of which are listed on
the New York Stock Exchange. The S&P 500 Index is published by S&P and is
intended to provide an indication of the pattern of common stock movement. S&P
chooses the 500 stocks to be included in the S&P 500 Index with the aim of
achieving a distribution by broad industry groupings that approximates the
distribution of these groupings in the U.S. common stock population. Changes in
the S&P 500 Index are reported daily in the financial pages of many major
newspapers. The index used for the Ameriprise Stock Market Certificate excludes
dividends on the 500 stocks.

"Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," "Standard & Poor's 500" and
"500" are trademarks of The McGraw-Hill Companies Inc. and have been licensed
for use by ACC. The certificate is not sponsored, endorsed, sold or promoted by
S&P. S&P makes no representation or warranty, express or implied, to the owners
of the certificate or any member of the public regarding the advisability of
investing in securities generally or in the certificate particularly or the
ability of the S&P 500 Index to track general stock market performance.

36p AMERIPRISE CERTIFICATES -- PROSPECTUS

S&P's only relationship to ACC is the licensing of certain trademarks and trade
names of S&P and of the S&P 500 Index, which is determined, composed and
calculated by S&P without regard to ACC or the certificate. S&P has no
obligation to take the needs of ACC or the owners of the certificate into
consideration in determining, composing or calculating the S&P 500 Index. S&P is
not responsible for and has not participated in the determination of the timing
of, prices at, or quantities of the certificate to be issued or in the
determination or calculation of the equation by which the certificate is to be
converted into cash. S&P has no obligation or liability in connection with the
administration, marketing or trading of the certificate.

S&P does not guarantee the accuracy and/or the completeness of the S&P 500 Index
or any data included therein and S&P shall have no liability for any errors,
omissions, or interruptions therein. S&P makes no warranty, express or implied,
as to the results to be obtained by ACC, owners of the certificate, or any
person or entity from the use of the S&P 500 Index or any data included therein.
S&P makes no express or implied warranties, and expressly disclaims all
warranties of merchantability or fitness for a particular purpose or use with
respect to the S&P 500 Index or any data included therein. Without limiting any
of the foregoing, in no event shall S&P have any liability for any special,
punitive, indirect, or consequential damages (including lost profits), even if
notified of the possibility of such damages.

If for any reason the S&P 500 Index were to become unavailable or not reasonably
feasible to use, ACC would use a comparable stock market index for determining
participation interest. If this were to occur, we would send you a notice by a
practical means such as correspondence (which may be electronic if you and we
have so agreed) or a quarterly account statement. The notice would indicate the
comparable index and give you the option to withdraw your principal without an
early withdrawal penalty. If you chose early withdrawal, you would lose any
interest accrued during the term.

OPPORTUNITIES AT THE END OF A TERM

GRACE PERIOD: When your certificate term ends, you have 14 days before a new
term automatically begins. During this 14-day grace period you can:

- - change your interest selection,

- - add money to your certificate,

- - change your term start date,

- - withdraw part or all of your money without a withdrawal penalty or loss of
interest, or

- - receive your interest in cash.

AMERIPRISE CERTIFICATES -- PROSPECTUS 37p

BY STARTING YOUR NEW TERM EARLY AND WAIVING THE 14-DAY GRACE PERIOD, YOU ARE
CHOOSING TO START YOUR NEXT TERM WITHOUT KNOWING THE ENDING VALUE OF YOUR
CURRENT TERM.

CHANGING FIXED PARTICIPATION SELECTION: The grace period does not apply if you
made the change from fixed interest back to participation interest during a term
as discussed in "Fixed interest" under "Interest" above. Instead, your new 52-
week term will begin on the Wednesday following our receipt of your notice of
your new interest selection.

NEW TERM: If you do not make changes, your certificate will continue with your
current selections when the new term begins 14 days later. You will earn interim
interest during this 14-day grace period. If you do not want to wait 14 days
before starting your next market participation term, you must phone or send
written instructions before your current term ends. You can tell us to start
your next term on any Wednesday that is during the grace period and immediately
following the date on which we receive your notice. Your notice may also tell us
to change your interest selection, or add to your certificate. You cannot
withdraw part of your money and skip the 14-day grace period. If you make a
withdrawal, a seven- or 14-day grace period is required. The notification that
we send you at the end of the term cannot be sent before the term ends because
indexing information and interest (if any) are included in the notice and are
not known until the term ends. Any additional payments received during the
current term will be applied at the end of the current term.

HOW TO INVEST AND WITHDRAW FUNDS

BUYING YOUR CERTIFICATE

Your financial advisor will help you fill out and submit an application to open
an account with us and purchase a certificate. If you purchase your certificate
other than through a financial advisor of Ameriprise Financial Services-- for
example, through a direct marketing channel -- you may be given different
purchase instructions. We will process the application at our corporate offices
in Minneapolis, Minnesota. When we have accepted your application and received
your initial investment, we will send you a confirmation showing the acceptance
date, the date your term begins and the interest selection you have made
detailing your market participation percentage and, if applicable, the minimum
interest rate for your first term. After your term begins, we will send you
notice of the value of the S&P 500 Index on the day your term began. The rates
in effect on the date we accept your application are the rates that apply to
your certificate. See "Purchase policies" below.

38p AMERIPRISE CERTIFICATES -- PROSPECTUS

PURCHASE POLICIES

- - ACC has complete discretion to determine whether to accept an application and
sell a certificate.

A number of special policies apply to purchases, withdrawals and exchanges
within IRAs, 401(k) plans and other qualified retirement plans. See "Retirement
Plans: Special Policies."

HOW TO MAKE INVESTMENTS

BY MAIL

Send your check, by regular or express mail, along with your name and account
number to:
AMERIPRISE FINANCIAL
70100 AMERIPRISE FINANCIAL CENTER
MINNEAPOLIS, MN 55474

BY WIRE

For investment into an established account, you may wire money to:
WELLS FARGO BANK MINNESOTA, N.A.
ROUTING NO. 091000019
MINNEAPOLIS, MN
ATTN: DOMESTIC WIRE DEPT.

GIVE THESE INSTRUCTIONS: Credit Ameriprise Financial Services Account
#0000030015 for personal account # (your personal number) for (your name).
Please be sure to include all 10 digits of the Ameriprise Financial Services
account number, including the zeros.

If this information is not included, the order may be rejected and all money
received, less any costs we incur, will be returned promptly.

- - Minimum amount for each wire investment: $1,000.

- - Wire orders can be accepted only on days when your bank, Ameriprise Financial
and its affiliates and Wells Fargo Bank Minnesota, N.A. are open for business.

AMERIPRISE CERTIFICATES -- PROSPECTUS 39p

- - Wire purchases are completed when wired payment is received and we accept the
purchase.

- - We are not responsible for any delays that occur in wiring funds, including
delays in processing by the bank.

- - You must pay for any fee the bank charges for wiring.

FULL AND PARTIAL WITHDRAWALS

You may withdraw your certificate for its full value or make a partial
withdrawal of $100 or more at any time. If you purchase this certificate for an
IRA, 401(k), or other retirement plan account, early withdrawals or cash
payments of interest taken prematurely may be subject to IRS tax and penalty.

- - You can withdraw the full value of your certificate net any applicable
penalties, by giving us proper instructions. To complete these transactions,
see "How to Request a Withdrawal or Transfer."

- - Full and partial withdrawals of principal during a term are subject to
penalties, described below.

- - You may not make a partial withdrawal if it would reduce your certificate
balance to less than $1,000. If you request such a withdrawal, we will contact
you for revised instructions.

PENALTIES FOR WITHDRAWAL DURING A TERM: If you withdraw money during a term, you
will pay a penalty of 2% of the principal withdrawn. This penalty will be taken
from the remaining balance, not the amount withdrawn unless withdrawals of the
penalty would cause your balance to be less than $1,000 in which case the
penalty will be deducted from the amount withdrawn. The 2% penalty is waived
upon death of the certificate owner and for six months after the estate
settlement has been processed by ACC. When this certificate is owned by a
revocable trust, this penalty also is waived upon death of any grantor of the
revocable trust. We will also waive withdrawal penalties on withdrawals for IRA
certificate accounts for your required minimum distributions at age 70 1/2.
During the temporary IRS waiver of minimum required distributions in 2009, we
will continue to waive withdrawal penalties on withdrawals for IRA certificates
if you are at least age 70 1/2 and if the distribution is calculated
consistently with the minimum distribution rules that would have been applied in
the absence of the temporary IRS waiver. See "Retirement Plans: Special
Policies."

40p AMERIPRISE CERTIFICATES -- PROSPECTUS

When you request a full or partial withdrawal during a term, we pay you from the
principal of your certificate.

LOSS OF INTEREST: If you make a withdrawal at any time other than at the end of
the term, you will lose any interest accrued on the withdrawal amount since we
credit minimum and participation interest only at the end of a term. However, we
will pay accrued fixed and interim interest to the date of the withdrawal.

Following are examples describing a $2,000 withdrawal during a term for
participation and fixed interest:

PARTICIPATION INTEREST

Account balance $10,000
Interest (interest is credited at the end of the
term) 0
Withdrawal of principal (2,000)
2% withdrawal penalty (40)
- --------------------------------------------------------------
Balance after withdrawal $ 7,960
- --------------------------------------------------------------
</Table>

You will forfeit any accrued interest on the withdrawal amount.

FIXED INTEREST

Account balance $10,000
Interest credited to date 100
Withdrawal of credited interest (100)
Withdrawal of principal (1,900)
2% withdrawal penalty (on $1,900 principal withdrawn) (38)
- --------------------------------------------------------------
Balance after withdrawal $ 8,062
- --------------------------------------------------------------
</Table>

RETIREMENT PLANS: In addition, you may be subject to IRS penalties for early
withdrawals if your certificate is in an IRA, 401(k) or other qualified
retirement plan account.

OTHER FULL AND PARTIAL WITHDRAWAL POLICIES

- - If your certificate is pledged as collateral, any withdrawal will be delayed
until we get approval from the secured party.

- - Any payments to you may be delayed under applicable rules, regulations or
orders of the Securities and Exchange Commission (SEC).

TRANSFERS TO OTHER ACCOUNTS

You may transfer part or all of your certificate to any other currently offered
Ameriprise Certificate or into another new or existing Ameriprise Financial

AMERIPRISE CERTIFICATES -- PROSPECTUS 41p

Services account that has the same ownership, subject to any terms and
conditions that may apply.

Transfers to another Ameriprise Financial account with different ownership will
require a written request.

HOW TO REQUEST A WITHDRAWAL OR TRANSFER

BY PHONE

- - Call us at one of the telephone numbers listed on the back cover.

- - Maximum telephone withdrawal request: $100,000.

- - Transfers into an Ameriprise Financial Services account with the same
ownership.

- - A telephone withdrawal request will not be allowed within 30 days of a phoned-
in address change.

- - We will honor any telephone withdrawal or transfer request and will use
reasonable procedures to confirm authenticity.

You may request that telephone withdrawals not be authorized from your account
by giving us instruction in writing.

BY MAIL

Send your name, account number and request for a withdrawal or transfer, by
regular or express mail, to:
AMERIPRISE FINANCIAL
70100 AMERIPRISE FINANCIAL CENTER
MINNEAPOLIS, MN 55474

Written requests are required for:

- - Withdrawals over $100,000.

- - Pension plans.

- - Custodial accounts where the minor has reached the age at which custodianship
should terminate.

- - Transfers to another Ameriprise Financial Services account with different
ownership. All current registered owners must sign the request.

- - All owners must sign a written request if there was an address change within
the last 30 days.

HOW TO RECEIVE PAYMENT WHEN YOU WITHDRAW FUNDS

BY REGULAR OR EXPRESS MAIL

- - Mailed to address on record; please allow seven days for mailing.

- - Payable to name(s) listed on the account.

42p AMERIPRISE CERTIFICATES -- PROSPECTUS

- - The express mail delivery charges you pay will vary depending on the courier
you select. We will deduct the fee from your remaining certificate balance,
provided that balance would not be less than $1,000. If the balance would be
less than $1,000, we will deduct the fee from the proceeds of the withdrawal.

BY WIRE

- - Minimum wire amount: $1,000.

- - Request that money be wired to your bank.

- - Bank account must be in same ownership as the ACC account.

- - Pre-authorization required. Complete the bank wire authorization section in
the application or use a form supplied by your financial advisor. All
registered owners must sign.

- - Applicable wire charges will be deducted from your balance for partial
withdrawals or from the proceeds of a full withdrawal.

BY ELECTRONIC TRANSFER

- - Available only for pre-authorized scheduled partial withdrawals and other full
or partial withdrawals.

- - No charge.

- - Deposited electronically in your bank account.

- - Allow two to five business days from request to deposit.

AMERIPRISE CERTIFICATES -- PROSPECTUS 43p

AMERIPRISE MARKET STRATEGY CERTIFICATE

ABOUT THE CERTIFICATE

READ AND KEEP THIS PROSPECTUS

This prospectus section describes terms and conditions of your Ameriprise Market
Strategy Certificate. It contains facts that can help you decide if the
certificate is the right investment for you. Read the prospectus before you
invest and keep it for future reference. No one has the authority to vary the
terms and conditions of the Ameriprise Market Strategy Certificate from those
described in the prospectus, or to bind ACC by any statement not in it.

INVESTMENT AMOUNTS

You may purchase the Ameriprise Market Strategy Certificate in any amount from
$1,000 through $1 million, payable in U.S. currency, unless you receive prior
approval from ACC to invest more. You may also make additional lump-sum
investments in any amount in the fixed-interest portion of your investment at
any time, as long as your total amount paid in is not more than the $1 million,
unless you receive prior approval from ACC to invest more.

Your certificate is recorded as one certificate account in our records. Within
this account, you may allocate your investment among a subaccount that earns
fixed interest and other subaccounts that earn interest linked to the S&P 500
Index during a participation term. Your investment always is placed initially in
the fixed-interest subaccount. Consequently, your investment initially earns
fixed interest. The minimum time that money must remain in the fixed-interest
subaccount before being moved to a participation term is one day. This could
happen if we accept your application and receive your investment on a Tuesday,
you instruct us to start your first participation term as soon as possible and
as long as we received guaranteed funds.

After determining the initial amount you wish to invest, you must set up
periodic investments from the fixed-interest subaccount to participation terms.
When you make your investment, you must give instructions to move money from the
fixed-interest subaccount to participation terms monthly, quarterly, or
semiannually. If your total investment is $1,000, however, you will have only
one participation term. You may subsequently change your initial instructions.
Thus, you could choose to change your instructions to keep your investment in
the fixed-interest subaccount and never start a participation term. Each
participation term is 52 weeks and each has its own grace period. The amount
invested in each

44p AMERIPRISE CERTIFICATES -- PROSPECTUS

participation term must be at least $1,000. If your certificate is nearing its
20-year maturity, you will not be able to select a participation term that would
carry the certificate past its 20-year maturity date. Each account can have a
maximum of 12 participation terms at one time. We will send you a confirmation
at the time you purchase your certificate confirming your instructions at the
time you submitted your application.

This certificate provides the ability to make a single payment that can be
invested in individually staggered stock market participation terms in one
certificate that lets you select participation terms like those you might select
when staggering several Ameriprise Stock Market Certificates. The Ameriprise
Stock Market Certificate is another certificate that offers interest linked to
the S&P 500 Index, but permits only one participation term at a time.
"Staggering" is the strategy of purchasing several smaller certificates over a
period of a year instead of one larger certificate, as a method of increasing
liquidity and reducing the possibility of unfavorable market exposure.

The certificate may be used as an investment for your Individual Retirement
Account (IRA), 401(k) plan or other qualified retirement plan account. If so
used, the amount of your contribution (investment) will be subject to
limitations in applicable federal law.

You cannot purchase this certificate in a Coverdell Education Savings Account.

FACE AMOUNT AND PRINCIPAL

The face amount of your certificate is the amount of your initial investment.
Your principal consists of the amount you actually have invested in your
certificate plus interest credited to your account and compounded less
withdrawals, penalties and any credited interest paid to you in cash. ACC
guarantees your principal.

PARTICIPATION TERM

Each participation term in your certificate is a 52-week period that begins on a
Wednesday and ends the Tuesday before the one-year anniversary. Subsequent terms
are 52-week periods that begin on the Wednesday following the 14-day grace
period at the end of the prior 52-week term, unless you start a new term during
the grace period as described in "New term." Each account can have a maximum of
12 terms at one time. The principal of your certificate that is not invested in
participation terms will earn fixed interest. See "Fixed interest" under
"Interest."

VALUE AT MATURITY

Your certificate matures after 20 years. Then you will receive a distribution
for its value. At maturity, the value of your certificate will be the total of
your actual

AMERIPRISE CERTIFICATES -- PROSPECTUS 45p

investments, plus credited interest not paid to you in cash, less any
withdrawals and withdrawal penalties. Certain other fees may apply.

RECEIVING CASH DURING THE TERM

INTEREST

You choose from two types of participation interest for your first term: 1) full
participation, or 2) partial participation together with minimum interest.
Interest earned under both of these options has an upper limit which is the
maximum annual return explained below. Your selection is established at the time
of purchase but can be changed at any time for participation terms that have not
yet started. You may change your participation interest selection at any time
prior to any term start date or during a 14-day grace period. The change will be
in effect for any future term unless we again receive instructions from you
changing your selection.

FULL PARTICIPATION INTEREST: With this option:

- - You participate 100% in any percentage increase in the S&P 500 Index up to the
maximum return. For the maximum return in effect on the date of this
prospectus, see "Initial Interest and Participation Rates for Ameriprise
Market Strategy Certificate."

- - You earn interest only if the value of the S&P 500 Index is higher on the last
day of your term than it was on the first day of your term.

- - Your return is linked to stock market performance.

The S&P 500 Index is frequently used to measure the relative performance of the
stock market. For a more detailed discussion of the S&P 500 Index, see "About
the S&P 500 Index."

PARTIAL PARTICIPATION AND MINIMUM INTEREST: This option allows you to
participate in a portion (market participation percentage) of any increase in
the S&P 500 Index and also receive a rate of interest guaranteed by ACC in
advance for each term (minimum interest). Your return consists of two parts:

- - a percentage of any increase in the S&P 500 Index; and

- - a rate of interest guaranteed by ACC in advance for each term.

Together, they cannot exceed the maximum return. For the maximum return in
effect on the date of this prospectus, see "Initial Interest and Participation
Rates."

The market participation rate and the minimum interest rate on the date of this
prospectus are listed on the inside cover under "Initial Interest and
Participation Rates."

46p AMERIPRISE CERTIFICATES -- PROSPECTUS

FIXED INTEREST: The fixed-interest subaccount allows you to earn interest on
your principal that is not invested in participation terms, including your
entire investment before the start of your first participation term, and amounts
in the 14-day grace period in between participation term end dates and start
dates. Your fixed interest accrues daily and is credited and compounded monthly.
Your fixed interest rates are reset quarterly, based on the original date of
your certificate.

Amounts in the fixed-interest subaccount, including credited fixed interest, can
be withdrawn at any time without a withdrawal penalty. If these amounts are not
withdrawn, they will become part of a participation term according to the
instructions you've established with the company, unless you change your
instructions, which can be changed at any time. Values in participation terms
can not be withdrawn without withdrawal penalties.

ACC has complete discretion to determine whether to accept an application and
sell a certificate. When your application is accepted and we have received your
initial investment, we will send you a confirmation of your purchase showing the
initial rate that your investment will earn as well as confirmation of your
instructions for moving your money to your participation terms. Instructions for
moving your money are given at the time you purchase your certificate. You
choose the day of the month for the movement of your money, as well as the
amount, starting month, and full or partial participation. Your term resulting
from those instructions will begin on the Wednesday following that date. If that
date is a Wednesday, the term will begin on the following Wednesday.

ACC guarantees that when fixed-interest rates for new purchases take effect, the
rates will be within a specified range of Treasury Yield Curve Rates, which are
commonly referred to as "Constant Maturity Treasury" rates or CMTs and are
published by the U.S. Department of the Treasury. In the case of fixed interest,
ACC guarantees that your rate for your initial term will be from 20 basis points
(.20%) above to 120 basis points (1.20%) above the published 6-month CMT rate.
If CMTs are no longer publicly available or feasible to use, ACC may use
another, similar index as a guide for setting rates.

Information on current CMTs can be obtained on the Internet at www.ustreas.gov.

AMERIPRISE CERTIFICATES -- PROSPECTUS 47p

Rates for new purchases are reviewed and may change weekly. The initial fixed-
interest rate you receive will be the higher of:

- - the fixed-interest rate in effect on the date your COMPLETED application is
accepted by ACC and funds are received; or

- - the fixed-interest rate in effect seven days before that date.

MAXIMUM RETURN: This is the cap, or upper limit, on your return on the amount
invested in each participation term, regardless of whether you choose full or
partial participation. Your total return, including both participation interest
and minimum interest for a term for which you have chosen partial participation
will be limited to this maximum return percentage. For the maximum return in
effect on the date of this prospectus, see "Initial Interest and Participation
Rates for Ameriprise Market Strategy Certificate."

DETERMINING THE S&P 500 INDEX VALUE: The stock market generally closes at 3 p.m.
Central time. The S&P 500 Index value generally is available at approximately
4:30 p.m. Central time. This is the value we currently use to determine
participation interest. Occasionally, Standard & Poor's (S&P) makes minor
adjustments to the closing value after 4:30 p.m., and the value we use may not
be exactly the one that is published the next business day.

In the future, we may use a later time cut-off if it becomes feasible to do so.
If the stock market is not open or the S&P 500 Index is unavailable as of the
last day of your term, the preceding business day for which a value is available
will be used instead. Each Tuesday's closing value of the S&P 500 Index is used
for establishing the term start and the term end values each week.

EARNING INTEREST: ACC calculates, credits and compounds participation interest
at the end of your participation term. Minimum interest accrues daily and is
credited and compounded at the end of your participation term. Fixed interest
accrues daily and is credited and compounded monthly, except that, if amounts
move from fixed interest to a participation term and the resulting balance in
the fixed-interest subaccount is zero, then fixed interest credited on the
principal moved will be compounded on the day the participation term begins.
Both minimum and fixed interest are calculated on a 30-day month and 360-day
year basis.

MOVING BETWEEN FIXED AND PARTICIPATION INTEREST: You can move all or part of
your investment from the fixed-interest subaccount to a participation term. The
move from the fixed-interest subaccount to a participation term happens
according to your standing instructions unless you notify us separately. If you
make the change from fixed interest to participation interest either through a
scheduled or an unscheduled move, your participation term will begin on the
Wednesday following the move instructions. For further explanation of how we
apply your instructions, see "Fixed interest" above.

48p AMERIPRISE CERTIFICATES -- PROSPECTUS

YOU MAY NOT MOVE FROM PARTICIPATION INTEREST TO FIXED INTEREST DURING A
PARTICIPATION TERM WITHOUT INCURRING A SURRENDER CHARGE. AT THE END OF A
PARTICIPATION TERM, YOU CAN ELECT TO LEAVE THE MONEY IN THE FIXED-INTEREST
SUBACCOUNT.

RATES FOR FUTURE PERIODS: After your certificate purchase date, the maximum
return, and the market participation percentage and minimum interest rate for
participation terms, may be greater or less than those shown on the front of or
elsewhere in this prospectus or its wrapper. Fixed interest may be greater or
lesser than that shown. We review rates weekly and have complete discretion to
decide what interest rate will be declared.

If you plan to continue with a new participation term, to find out what your
certificate's new maximum return, market participation percentage and minimum
interest rate, if applicable, will be for your next term, please consult your
financial advisor, or call us at one of the telephone numbers listed on the back
cover.

Your fixed interest rates are declared quarterly. Changes in interest rates will
be confirmed in your periodic statements or you may call us at the numbers
listed on the back cover to find out your current rate.

The following example shows how the Market Strategy Certificate works assuming
an initial investment of $12,000 and moving $1,000 per month into a full
participation term. The example is based on assumptions that the fixed-interest
subaccount pays an interest rate of 2.00% while the yield earned for each
participation term is the maximum of 7.00%. There is no assurance that any of
these returns will be achieved.

FULL PARTICIPATION IN THE STOCK MARKET

Initial investment $12,000.00
Maximum return 7.00%
Minimum return 0.00%
Fixed interest rate 2.00%
</Table>

AMERIPRISE CERTIFICATES -- PROSPECTUS 49p

<Table>
<Caption>
MARKET
FIXED PARTICIPATION
1ST TERM RENEWAL INTEREST INTEREST
FIXED STAGGERED STAGGERED EARNED EARNED MARKET
INTEREST INVESTMENT INVESTMENT IN PRIOR FOR THE TERM PARTICIPATION TOTAL
DATE BALANCE AMOUNT AMOUNT MONTH JUST ENDED BALANCE BALANCE

Beginning of Month 1 $11,000.00 $1,000.00 0.00 $ 1,000.00 $12,000.00
Beginning of Month 2 10,018.33 1,000.00 18.33 2,000.00 12,018.33
Beginning of Month 3 9,035.03 1,000.00 16.70 3,000.00 12,035.03
Beginning of Month 4 8,050.09 1,000.00 15.06 4,000.00 12,050.09
Beginning of Month 5 7,063.51 1,000.00 13.42 5,000.00 12,063.51
Beginning of Month 6 6,075.28 1,000.00 11.77 6,000.00 12,075.28
Beginning of Month 7 5,085.41 1,000.00 10.13 7,000.00 12,085.41
Beginning of Month 8 4,093.89 1,000.00 8.48 8,000.00 12,093.89
Beginning of Month 9 3,100.71 1,000.00 6.82 9,000.00 12,100.71
Beginning of Month 10 2,105.88 1,000.00 5.17 10,000.00 12,105.88
Beginning of Month 11 1,109.39 1,000.00 3.51 11,000.00 12,109.39
Beginning of Month 12 111.24 1,000.00 1.85 12,000.00 12,111.24
Beginning of Month 13 111.43 0.19 70.00 12,000.00 12,111.43
Middle of Month 13 111.43 1,070.00 12,070.00* 12,181.43
Beginning of Month 14 112.51 1.08 70.00 12,070.00 12,182.51
Middle of Month 14 112.51 1,070.00 12,140.00** 12,252.51
</Table>

* The market participation balance at the middle of month 13 is equal to
$12,070. This is equal to the total invested principal balance of $12,000,
plus $70 interest earned (participation return). The $70 interest earned is
based on $1,000 invested at month 1 which is assumed to earn the maximum of
7%. ($12,000 + $1,000 x 7% = $12,070). During the grace period for the first
participation term, $1,070 of this balance will earn interest in the fixed
interest subaccount. In the middle of month 13, at the end of the grace
period, this $1,070 balance begins a new participation term.

** The market participation balance at the middle of month 14 is equal to
$12,140. This is equal to the total invested principal balance of $12,000,
plus $70 interest earned on $1,000 invested at the beginning of month 1, plus
$70 interest earned on $1,000 invested at the beginning of month 2 (both
$1,000 investments are assumed to earn the maximum of 7% ($12,000 + $1,000 x
7% + $1,000 x 7% = $12,140)). During the grace period for the second
participation term, $1,070 of this balance will earn interest in the fixed
interest subaccount. In the middle of month 14, at the end of the grace
period, this $1,070 balance begins a new participation term.

50p AMERIPRISE CERTIFICATES -- PROSPECTUS

The following example shows how the Market Strategy Certificate works assuming
an initial investment of $12,000 and moving $1,000 per month into a partial
participation term. The example is based on the assumptions that the fixed
interest subaccount pays an interest rate of 2.00% and that the yield earned for
each participation term is the minimum of 1.50%. There is no assurance that any
of these returns will be achieved when you invest. In this example, we assume
that the index declined at the end of each term compared to the beginning of
each term so that no market participation interest was earned.

PARTIAL PARTICIPATION IN THE STOCK MARKET

Initial investment $12,000.00
Maximum return 7.00%
Minimum return 1.50%
Fixed interest rate 2.00%
</Table>

<Table>
<Caption>
GUARANTEED MARKET
FIXED MINIMUM PARTICIPATION
1ST TERM RENEWAL INTEREST INTEREST INTEREST
FIXED STAGGERED STAGGERED EARNED EARNED EARNED MARKET
INTEREST INVESTMENT INVESTMENT IN PRIOR FOR THE TERM FOR THE TERM PARTICIPATION TOTAL
DATE BALANCE AMOUNT AMOUNT MONTH JUST ENDED JUST ENDED BALANCE BALANCE

Beginning of Month 1 $11,000.00 $1,000.00 0.00 $ 1,000.00 $12,000.00
Beginning of Month 2 10,018.33 1,000.00 18.33 2,000.00 12,018.33
Beginning of Month 3 9,035.03 1,000.00 16.70 3,000.00 12,035.03
Beginning of Month 4 8,050.09 1,000.00 15.06 4,000.00 12,050.09
Beginning of Month 5 7,063.51 1,000.00 13.42 5,000.00 12,063.51
Beginning of Month 6 6,075.28 1,000.00 11.77 6,000.00 12,075.28
Beginning of Month 7 5,085.41 1,000.00 10.13 7,000.00 12,085.41
Beginning of Month 8 4,093.89 1,000.00 8.48 8,000.00 12,093.89
Beginning of Month 9 3,100.71 1,000.00 6.82 9,000.00 12,100.71
Beginning of Month 10 2,105.88 1,000.00 5.17 10,000.00 12,105.88
Beginning of Month 11 1,109.39 1,000.00 3.51 11,000.00 12,109.39
Beginning of Month 12 111.24 1,000.00 1.85 12,000.00 12,111.24
Beginning of Month 13 111.43 0.19 15.00 0.00 12,000.00 12,111.43
Middle of Month 13 111.43 1,015.00 12,015.00* 12,126.43
Beginning of Month 14 112.47 1.04 15.00 0.00 12,015.00 12,127.47
Middle of Month 14 112.47 1,015.00 12,030.00** 12,142.47
</Table>

* The market participation balance at the middle of month 13 is equal to
$12,015. This is equal to the total invested principal balance of $12,000,
plus $15 interest earned (guaranteed return). The $15 interest earned is
based on $1,000 invested at month 1 which is assumed to earn only the minimum
of 1.50%. ($12,000 + $1,000 x 1.50% = $12,015). During the grace period for
the first participation term, $1,015 of this balance will earn interest in
the fixed interest subaccount. In the middle of month 13, at the end of the
grace period, this $1,015 balance begins a new participation term.

** The market participation balance at the middle of month 14 is equal to
$12,030. This is equal to the total invested principal balance of $12,000,
plus $15 interest earned on $1,000 invested at the beginning of month 1, plus
$15 interest earned on $1,000 invested at the beginning of month 2 (both
$1,000 investments are assumed to earn only the minimum of 1.50% ($12,000 +
$1,000 x 1.50% + $1,000 x

AMERIPRISE CERTIFICATES -- PROSPECTUS 51p

1.50% = $12,030)). During the grace period for the second participation term,
$1,015 of this balance will earn interest in the fixed interest subaccount.
In the middle of month 14, at the end of the grace period, this $1,015
balance begins a new participation term.

PROMOTIONS AND PRICING FLEXIBILITY

ACC may sponsor or participate in promotions involving the certificate and its
respective terms. For example, we may offer different rates to new clients, to
existing clients, or to individuals who purchase or use other products or
services offered by Ameriprise Financial or its affiliates. These promotions
will generally be for a specified period of time.

We also may offer different rates based on your amount invested, geographic
location and whether the certificate is purchased for an IRA or a qualified
retirement account.

HISTORICAL DATA ON THE S&P 500 INDEX

The following chart illustrates monthly closing values of the Index from Jan.
1990 through Feb. 2009. The values of the S&P 500 Index are reprinted with the
permission of S&P.

LINE GRAPH TO BE INSERTED

52p AMERIPRISE CERTIFICATES -- PROSPECTUS

S&P 500 INDEX AVERAGE ANNUAL RETURN

<Table>
<Caption>
BEGINNING DATE JAN. PERIOD HELD IN YEARS AVERAGE ANNUAL RETURN

1999 10 %
2004 5 %
2008 1 %
</Table>

LINE GRAPH TO BE INSERTED

AMERIPRISE CERTIFICATES -- PROSPECTUS 53p

BAR CHART TO BE INSERTED

The last chart illustrates, on a moving weekly basis, the actual 52-week return
of the Stock Market Certificate at full and partial participation compared to
the price return of the S&P 500 Index.

Like the Ameriprise Stock Market Certificate, the Ameriprise Market Strategy
Certificate permits you to receive all or part of your interest based on stock
market performance, as measured by the S&P 500 Index, with ACC's guarantee of
return of principal. In fact, the full and partial participation terms of the
Ameriprise Stock Market Certificate and the Ameriprise Market Strategy
Certificate are identical, assuming that the minimum interest rate cap for each
product and amount invested at the beginning of the term is the same in both
certificates. The amounts earned in the fixed-interest account for the
Ameriprise Market Strategy Certificate will not be the same as interim interest
for the Ameriprise Stock Market Certificate. (For the Ameriprise Stock Market
Certificate, interest earned before the initial participation term or during the
grace period is called interim interest.) Although performance during
participation terms will be the same for the Ameriprise Market Strategy
Certificate and the Ameriprise Stock Market Certificate, money earned outside of
participation terms will vary. If a participation term for the Ameriprise Stock
Market Certificate and for the Ameriprise Market Strategy Certificate starts on
the same day with the same amount of money and the same selection of either full
or partial participation, then the interest earned for the participation term in
both

54p AMERIPRISE CERTIFICATES -- PROSPECTUS

certificates will be identical. The Ameriprise Market Strategy Certificate
increases your choices by allowing you to have up to 12 participation terms plus
a fixed-interest alternative simultaneously within the same certificate. The
certificates also pay interest differently on amounts that are invested at only
a fixed rate.

LINE GRAPH TO BE INSERTED

The performance information shown is the performance of the Ameriprise Stock
Market Certificate and NOT that of the Ameriprise Market Strategy Certificate.
Past performance is not indicative of future performance and there is no
assurance that the performance of the Ameriprise Market Strategy Certificate
will replicate that of the Ameriprise Stock Market Certificate.

The Ameriprise Stock Market Certificate was first available on Jan. 24, 1990.
The performance reflects the returns on the 52-week anniversary date, falling on
a Wednesday, of each of the weeks shown.

Your participation earnings are tied to the movement of the S&P 500 Index. They
will be based on any increase in this Index as measured on the beginning and
ending date of each 52-week term. Of course, if the Index is not higher on the
last day of your term than it was on the first day, your principal will be
secure but you will earn no participation interest.

How the Index has performed in the past does not indicate how the stock market
or the certificate will perform in the future. There is no assurance that
certificate owners will receive interest on their accounts beyond any minimum
interest or fixed interest selected. The Index could decline.

AMERIPRISE CERTIFICATES -- PROSPECTUS 55p

CALCULATION OF RETURN

The increase or decrease in the S&P 500 Index, as well as the actual return paid
to you, is calculated as follows:

RATE OF RETURN ON S&P 500 INDEX

Term ending value of S&P 500 Index minus
Term beginning value of S&P 500 divided by
Index
Term beginning value of S&P 500 equals
Index
Rate of return on S&P 500 Index
</Table>

The actual return paid to you will depend on your interest participation
selection.

For example, assume:

Term ending value of S&P 500 Index 940
Term beginning value of S&P 500 900
Index
Maximum return 5%
Minimum return 1.00%
Partial participation rate 25%
</Table>

<Table>

940 Term ending value of S&P 500 Index
minus 900 Term beginning value of S&P 500 Index
- ------------------

equals Difference between beginning and
40 ending values

Difference between beginning and
40 ending values
divided by 900 Term beginning value of S&P 500 Index
- ------------------

equals Percent increase - full participation
4.44% return

4.44% Percent increase or decrease
times 25% Partial participation rate
- ------------------

equals 1.11%
plus 1.00% Minimum interest rate
- ------------------

equals 2.11% Partial participation return
- ------------------
</Table>

In both cases in the example, the return would be less than the 5% maximum.

56p AMERIPRISE CERTIFICATES -- PROSPECTUS

MAXIMUM RETURN AND PARTIAL PARTICIPATION MINIMUM RATE HISTORY -- The following
table illustrates the maximum annual returns and partial participation minimum
rates that have been in effect since the Stock Market Certificate was
introduced. Ameriprise Market Strategy Certificate was introduced on April 29,
1998.

<Table>
<Caption>
START OF TERM MAXIMUM ANNUAL RETURN PARTIAL PARTICIPATION MINIMUM RATE

Jan. 24, 1990 18.00% 5.00%
Feb. 5, 1992 18.00 4.00
May 13, 1992 15.00 4.00
Sept. 9, 1992 12.00 3.00
Nov. 11, 1992 10.00 2.50
Nov. 2, 1994 10.00 2.75
April 26, 1995 12.00 3.50
Jan. 17, 1996 10.00 3.25
Feb. 26, 1997 10.00 3.00
May 7, 1997 10.00 2.75
Oct. 8, 1997 10.00 2.50
Dec. 16, 1998 9.00 2.50
Feb. 2, 2000 10.00 2.50
June 14, 2000 11.00 2.75
Aug. 16, 2000 10.00 2.75
Jan. 31, 2001 9.00 2.50
Sept. 5, 2001 8.00 2.50
Oct. 31, 2001 8.00 2.00
Nov. 21, 2001 6.00 1.00
June 26, 2002 6.00 1.25
Oct. 23, 2002 5.00 1.25
Feb. 19, 2003 5.00 1.00
May 12, 2004 4.00 0.75
April 27, 2005 5.00 1.00
Oct. 19, 2005 6.00 1.50
May 3, 2006 7.00 2.00
April 2, 2008 5.00 1.00
</Table>

EXAMPLES

To help you understand how a participation term of this certificate works, here
are some hypothetical examples. The following are four different examples of
market scenarios and how they affect the certificate's return. Assume for all
examples that:

- - you purchased the certificate with a $10,000 original investment,

AMERIPRISE CERTIFICATES -- PROSPECTUS 57p

- - the partial participation rate is 25%,

- - the minimum interest rate for partial participation is 1%,

- - the maximum total return for full and partial participation is 5%.

1. IF THE S&P 500 INDEX VALUE RISES

Partial participation interest and minimum
Full participation interest interest
$10,000 Original investment $10,000 Original investment
+ 400 4% x $10,000 + 100 1.00% (Minimum interest rate) x $10,000
Participation interest + 100 25% x 4% x $10,000 Participation interest
------- -------
$10,400 Ending balance $10,200 Ending balance
(4% Total return) (2.00% Total return)
- -----------------------------------------------------------------------------------------------------------
</Table>

2. IF THE S&P 500 INDEX VALUE FALLS

<Table>
<Caption>
WEEK 1/WED WEEK 52/TUES
S&P 500 S&P 500
4% decrease in
the S&P 500
Index 1,000 Index Index 960
- ---------------------------------------------------------------------------------------------------------

Partial participation interest and minimum
Full participation interest interest
$10,000 Original investment $10,000 Original investment
+ 0 Participation interest + 100 1.00% (Minimum interest rate) x $10,000
-------
+ 0 Participation interest
-------
$10,000 Ending balance $10,100 Ending balance
(0% Total return) (1.00% Total return)
- ---------------------------------------------------------------------------------------------------------
</Table>

3. IF THE S&P 500 INDEX VALUE RISES ABOVE THE MAXIMUM RETURN FOR FULL
PARTICIPATION

<Table>
<Caption>
WEEK 1/WED WEEK 52/TUES
S&P 500 S&P 500
10% increase in
the S&P 500
Index 1,000 Index Index 1,100
- ---------------------------------------------------------------------------------------------------------

Full participation interest Partial participation interest and minimum interest
$10,000 Original investment $10,000 Original investment
+ 500 5% x $10,000 + 100 1.00% (Minimum interest rate) x $10,000
Maximum interest + 250 25% x 10% x $10,000 Participation interest
------- -------
$10,500 Ending balance $10,350 Ending balance
(5% Total return) (3.50% Total return)
- ---------------------------------------------------------------------------------------------------------
</Table>

4. IF THE S&P 500 INDEX VALUE RISES ABOVE THE MAXIMUM RETURN FOR PARTIAL
PARTICIPATION

<Table>
<Caption>
WEEK 1/WED WEEK 52/TUES
S&P 500 S&P 500
30% increase in
the S&P 500
Index 1,000 Index Index 1,300
- ------------------------------------------------------------------------------------------------------

Partial participation interest and minimum
Full participation interest interest
$10,000 Original investment $10,000 Original investment
+ 500 5% x $10,000 + 100 1.00% (Minimum interest rate) x $10,000
25% x 30% = 7.5%; capped at
(5%-1%) x $10,000
Maximum interest + 400 Participation interest
------- -------
$10,500 Ending balance $10,500 Ending balance
(5% Total return) (5% Total return)
- ------------------------------------------------------------------------------------------------------
</Table>

58p AMERIPRISE CERTIFICATES -- PROSPECTUS

ABOUT THE S&P 500 INDEX

The S&P 500 Index is composed of 500 common stocks, most of which are listed on
the New York Stock Exchange. The S&P 500 Index is published by S&P and is
intended to provide an indication of the pattern of common stock movement. S&P
chooses the 500 stocks to be included in the S&P 500 Index with the aim of
achieving a distribution by broad industry groupings that approximates the
distribution of these groupings in the U.S. common stock population. Changes in
the S&P 500 Index are reported daily in the financial pages of many major
newspapers. The index used for the Ameriprise Market Strategy Certificate
excludes dividends on the 500 stocks.

AMERIPRISE CERTIFICATES -- PROSPECTUS 59p

consequential damages (including lost profits), even if notified of the
possibility of such damages.

OPPORTUNITIES AT THE END OF A PARTICIPATION TERM

Grace period: When a participation term ends, we will notify you of the start of
a 14-day grace period before a new term automatically begins. During this 14-day
grace period you can:

- - change your participation selection,

- - add money to your certificate,

- - change your participation term to remain in fixed interest,

- - renew your principal from the preceding term in a new participation term and
allow interest earned in a term to remain in fixed interest,

- - withdraw part or all of your money in your fixed term or the money in the
participation term that just ended without a withdrawal penalty or loss of
interest, or

- - receive your participation interest in cash.

BY STARTING YOUR NEW TERM EARLY AND WAIVING THE 14-DAY GRACE PERIOD, YOU ARE
CHOOSING TO START YOUR NEXT TERM WITHOUT KNOWING THE ENDING VALUE OF YOUR
CURRENT TERM.

Changing fixed participation selection: Money can be withdrawn from the fixed-
interest subaccount at any time without a surrender penalty. The fixed interest
on these amounts continues for the life of the certificate. You can add money to
your fixed-interest investment at any time. The money added will earn the same
rate as the rest of the money in the fixed term.

NEW TERM: If you do not make changes when a participation term ends, your
certificate will continue with your current selections when the new
participation term begins 14 days later as long as the minimum invested for the
participation term is $1,000. You will earn fixed interest during this 14-day
grace period. If you do not want to wait 14 days before starting your next
market participation term, you must phone or send written instructions before
your current term ends. You can tell us to start your next term on any Wednesday
during the grace period. This will remain in effect for all future terms, unless
we receive

60p AMERIPRISE CERTIFICATES -- PROSPECTUS

instructions changing your selection before the term ends. The 2% withdrawal
charge will apply when you start your new term during the grace period. Your
notice may also tell us to change your interest selection or add to your
certificate. You can arrange to make periodic additional investments at each
participation term renewal. You can tell us to change your participation
selection, add money to your renewing participation term, change your interest
selection to remain in fixed interest, renew your principal from the preceding
term in a new participation term and allow interest earned in a term to remain
in fixed interest, or withdraw part of your money. The change will be in effect
for any future term unless we receive instructions from you changing your
selection. To learn indexing information and the amount of interest (if any) at
the end of a participation term, you can contact your financial advisor or call
us.

HOW TO INVEST AND WITHDRAW FUNDS
BUYING YOUR CERTIFICATE

Your financial advisor can help you fill out and submit an application to open
an account with us and purchase a certificate. If you purchase your certificate
other than through a financial advisor of Ameriprise Financial -- for example,
through a direct marketing channel -- you may be given different purchase
instructions. We will process the application at our corporate offices in
Minneapolis, Minnesota. When we have accepted your application and received your
initial investment and instructions, we will send you a confirmation showing the
acceptance date, the initial interest rate for amounts invested at fixed
interest, the date your participation term begins and the participation interest
selection you have made, detailing your market participation percentage,
instructions for participation terms and, if applicable, the minimum interest
rate for your first term. After the beginning of each participation term that
includes an additional investment sent to us by you, we will send you notice of
the value of the S&P 500 Index on the day the term began. For a description of
how we determine the fixed interest rate that initially applies to a new
investment, see the paragraph on "Fixed interest" of "Interest" under "About the
Certificate." For additional considerations, see "Purchase policies" below. The
participation rates and maximum interest in effect at the time of movement from
fixed-interest to a participation term will apply to those participation terms.

AMERIPRISE CERTIFICATES -- PROSPECTUS 61p

PURCHASE POLICIES

- - ACC has complete discretion to determine whether to accept an application and
sell a certificate.

A number of special policies apply to purchases, withdrawals and exchanges
within IRAs, 401(k) plans and other qualified retirement plans. See "Retirement
Plans: Special Policies."

HOW TO MAKE INVESTMENTS

BY MAIL

Send your check, by regular or express mail, along with your name and account
number to:
AMERIPRISE FINANCIAL
70100 AMERIPRISE FINANCIAL CENTER
MINNEAPOLIS, MN 55474

BY WIRE

If you have an established account, you may wire money to:
WELLS FARGO BANK MINNESOTA, N.A.
ROUTING NO. 091000019
MINNEAPOLIS, MN
ATTN: DOMESTIC WIRE DEPT.

If this information is not included, the order may be rejected and all money
received, less any costs we incur, will be returned promptly.

- - Minimum amount for each wire investment: $1,000.

- - Wire orders can be accepted only on days when your bank, Ameriprise Financial
and its affiliates and Wells Fargo Bank Minnesota, N.A. are open for business.

62p AMERIPRISE CERTIFICATES -- PROSPECTUS

- - Wire purchases are completed when wired payment is received and we accept the
purchase.

- - We are not responsible for any delays that occur in wiring funds, including
delays in processing by the bank.

- - You must pay for any fee the bank charges for wiring.

FULL AND PARTIAL WITHDRAWALS

- - You may withdraw your certificate for its full value or make a partial
withdrawal of $100 or more at any time. If you purchase this certificate for
an IRA, 401(k), or other retirement plan account, early withdrawals or cash
payments of interest taken prematurely may be subject to IRS tax and penalty.

- - If you request a withdrawal, the dollars will be removed from credited fixed-
interest first, then from principal in your fixed-interest subaccount, then
from any renewing participation terms in the grace period, and then from
principal in participation terms beginning with the most recent term start
date and continuing with such subsequent terms in order of term start dates.

- - You can withdraw the full value of your certificate by giving us proper
instructions. To complete these transactions, see "How to Request a Withdrawal
or Transfer."

- - Full and partial withdrawals may result in loss of interest, depending upon
the timing of your withdrawal.

- - You may not make a partial withdrawal if it would reduce your certificate
balance to less than $1,000 or if it would reduce the amount in a
participation term to less than $1,000. If you request such a withdrawal, we
will contact you for revised instructions.

PENALTIES FOR WITHDRAWAL FROM YOUR PARTICIPATION TERMS: If you withdraw money
from a participation term, you will pay a penalty of 2% of the principal
withdrawn. Except to the extent your balance would be less than $1,000, this
penalty will be taken from the remaining balance, not the amount withdrawn. The
2% penalty is waived upon death of the certificate owner and for six months
after the estate settlement has been processed by ACC. When this certificate is
owned by a revocable trust, this penalty also is waived upon death of any
grantor of the revocable trust. We will also waive withdrawal penalties on
withdrawals for IRA certificate accounts for your required minimum distributions
at age 70 1/2.

AMERIPRISE CERTIFICATES -- PROSPECTUS 63p

During the temporary IRS waiver of minimum required distributions in 2009, we
will continue to waive withdrawal penalties on withdrawals for IRA certificates
if you are at least age 70 1/2 and if the distribution is calculated
consistently with the minimum distribution rules that would have been applied in
the absence of the temporary IRS waiver. See "Retirement Plans: Special
Policies."

LOSS OF INTEREST: If you make a withdrawal from a participation term at any time
other than at the end of the term, you will lose any interest accrued on the
withdrawal amount since we credit participation interest only at the end of a
term.

Withdrawals from the fixed-interest subaccount before the end of the certificate
month (the monthly anniversary of the issue date of your certificate) will
result in loss of interest on the amount withdrawn. You will get the best result
by timing a withdrawal at the end of the certificate month.

Following are examples describing a $2,000 withdrawal during a participation
term and from a fixed-interest investment:

PARTICIPATION TERM

Balance in participation term $10,000
Interest (interest is credited at
the end of the term) 0
Withdrawal of principal (2,000)
2% withdrawal penalty (40)
- ------------------------------------------------------------
Balance after withdrawal $ 7,960
- ------------------------------------------------------------
</Table>

You will forfeit any accrued interest on the withdrawal amount.

FIXED INTEREST SUBACCOUNT

Balance earning fixed interest $10,000
Interest credited to date 100
Withdrawal of credited interest (100)
Withdrawal of principal (1,900)
- ------------------------------------------------------------
Balance after withdrawal $ 8,100
- ------------------------------------------------------------
</Table>

RETIREMENT PLANS: In addition, you may be subject to IRS penalties for early
withdrawals if your certificate is in an IRA, 401(k) or other qualified
retirement plan account.

OTHER FULL AND PARTIAL WITHDRAWAL POLICIES

- - If your certificate is pledged as collateral, any withdrawal will be delayed
until we get approval from the secured party.

- - Any payments to you may be delayed under applicable rules, regulations or
orders of the Securities and Exchange Commission (SEC).

64p AMERIPRISE CERTIFICATES -- PROSPECTUS

TRANSFERS TO OTHER ACCOUNTS

Transfers to another Ameriprise Financial Services account with different
ownership will require a written request.

HOW TO REQUEST A WITHDRAWAL OR TRANSFER

BY PHONE

Call us at one of the telephone numbers listed on the back cover.

- - Maximum telephone withdrawal request: $100,000.

- - Transfers into an Ameriprise Financial Services account with the same
ownership.

- - A telephone withdrawal request will not be allowed within 30 days of a phoned-
in address change.

- - We will honor any telephone withdrawal or transfer request believed to be
authentic and will use reasonable procedures to confirm authenticity.

You may request that telephone withdrawals not be authorized from your account
by giving us instruction in writing.

BY MAIL

Send your name, account number and request for a withdrawal or transfer, by
regular or express mail, to:
AMERIPRISE FINANCIAL
70100 AMERIPRISE FINANCIAL CENTER
MINNEAPOLIS, MN 55474

Written requests are required for:

- - Withdrawals over $100,000.

- - Pension plans.

- - Custodial accounts where the minor has reached the age at which custodianship
should terminate.

- - Transfers to another Ameriprise Financial Services account with different
ownership. All current registered owners must sign the request.

- - All owners must sign a written request if there was an address change within
the last 30 days.

AMERIPRISE CERTIFICATES -- PROSPECTUS 65p

HOW TO RECEIVE PAYMENT WHEN YOU WITHDRAW FUNDS

BY REGULAR OR EXPRESS MAIL

- - Mailed to address on record; please allow seven days for mailing.

- - Payable to name(s) listed on the account.

BY WIRE

- - Minimum wire amount: $1,000.

- - Request that money be wired to your bank.

- - Bank account must be in same ownership as the ACC account.

- - Pre-authorization required. Complete the bank wire authorization section in
the application or use a form supplied by your financial advisor. All
registered owners must sign.

- - Applicable wire charges will be deducted from your balance for partial
withdrawals or from the proceeds of a full withdrawal.

BY ELECTRONIC TRANSFER

- - Available only for pre-authorized scheduled partial withdrawals and other full
or partial withdrawals.

- - No charge.

- - Deposited electronically in your bank account.

- - Allow two to five business days from request to deposit.

66p AMERIPRISE CERTIFICATES -- PROSPECTUS

AMERIPRISE INSTALLMENT CERTIFICATE

ABOUT THE CERTIFICATE

READ AND KEEP THIS PROSPECTUS

This prospectus section describes terms and conditions of your Ameriprise
Installment Certificate. It contains facts that can help you decide if the
certificate is the right investment for you. Read the prospectus before you
invest and keep it for future reference. No one has the authority to vary the
terms and conditions of the Ameriprise Installment Certificate from those
described in the prospectus, or to bind ACC by any statement not in it.

INVESTMENT AMOUNTS

ACC offers the Ameriprise Installment Certificate for scheduled monthly purchase
payment installments in any amount from $50 through $5,000 payable in U.S.
currency, unless you receive prior approval from ACC to invest more. You may
also make additional lump-sum investments in any amount, as long as these
investments plus your scheduled payments over the life of the certificate do not
total more than $600,000. ACC guarantees your principal and interest.

FACE AMOUNT AND PRINCIPAL

The face amount of your certificate is the total of your scheduled monthly
investments during its 10-year life. The minimum face amount is $6,000 or the
total of 120 monthly investments of $50 each. Your maximum face amount cannot
exceed $600,000. Your principal is the amount you actually invest over the life
of the certificate, less any withdrawals of your investments, and penalties and
fees. The principal amount is guaranteed by ACC.

VALUE AT MATURITY

Your certificate matures 10 years from its issue date. At maturity, you will
receive a distribution for the value of your certificate, which will be the
total of your actual investments, plus credited interest not paid to you in
cash, less withdrawals, penalties and fees.

AMERIPRISE CERTIFICATES -- PROSPECTUS 67p

RECEIVING CASH DURING THE TERM

INTEREST

Your investments earn interest from the date they are credited to your account.
Interest is compounded and credited at the end of each certificate month on the
monthly anniversary of the issue date.

ACC declares and guarantees a fixed rate of interest for each three-month term
during the life of your certificate. We calculate the amount of interest you
earn each certificate month by:

- - applying the interest rate then in effect to your balance each day;

- - adding these daily amounts to get a monthly total; and

- - subtracting interest accrued on any amount you withdraw during the certificate
month.

Interest is calculated on a 30-day month and 360-day year basis.

RATES FOR NEW PURCHASES

ACC has complete discretion to determine whether to accept an application and
sell a certificate. When your completed application is accepted, and we have
received your initial investment, we will send you a confirmation showing the
fixed rate that your investment will earn for the first three-month period,
0.25% as of the date of this prospectus.

This rate is set at the discretion of ACC and is effective until further notice.

Rates for new purchases are reviewed and may change weekly. The rate you receive
will be the higher of:

- - the rate in effect on the date your COMPLETED application is accepted by ACC
and funds are received; or

- - the rate in effect seven days prior to that date.

RATES FOR FUTURE PERIODS: Interest on your certificate for future three-month
periods may be greater or less than the rates you receive during the first three
months. In setting future interest rates, a primary consideration will be the
prevailing investment climate. Nevertheless, we have complete discretion as to
what interest shall be declared beyond the initial three-month period. At least
six

68p AMERIPRISE CERTIFICATES -- PROSPECTUS

days in advance of each three-month period, we will send you notice of the rate
that your certificate will earn for that period.

PROMOTIONS AND PRICING FLEXIBILITY

ACC may sponsor or participate in promotions involving the certificate and its
respective terms. For example, we may offer different rates to new clients, to
existing clients, or to individuals who purchase or use products or services
offered by Ameriprise Financial or its affiliates.

We also may offer different rates based on the amount invested, geographic
location and whether the certificate is purchased for an IRA or a qualified
retirement account.

These promotions will generally be for a specified period of time. If we offer a
promotion, rates will be stated in the supplement to this prospectus.

HOW TO INVEST AND WITHDRAW FUNDS

BUYING YOUR CERTIFICATE

Your financial advisor will help you fill out and submit an application to open
an account with us and purchase a certificate. If you purchase your certificate
other than through a financial advisor of Ameriprise Financial Services -- for
example, through a direct marketing channel -- you may be given different
purchase instructions. We will process the application at our corporate offices
in Minneapolis, Minnesota. When we have accepted your application and received
your initial investment, we will send you a confirmation of your purchase,
indicating your account number and showing the rate of interest for your first
three months as described under "Rates for New Purchases." See "Purchase
policies" below.

PURCHASE POLICIES

AMERIPRISE CERTIFICATES -- PROSPECTUS 69p

- - ACC has complete discretion to determine whether to accept an application and
sell a certificate.

- - If you make no investments for a period of at least six consecutive months and
your principal is less than $500, we may send you a notice of our intent to
cancel the certificate. After the notice, if an investment is not made within
60 days, your certificate will be canceled, and we will send you a check for
its full value.

A number of special policies apply to purchases, withdrawals and exchanges
within IRAs, 401(k) plans and other qualified retirement plans. See "Retirement
Plans: Special Policies."

HOW TO MAKE MONTHLY INVESTMENTS

BY SCHEDULED INVESTMENT PLAN

Contact your financial advisor to set up one of the following scheduled plans:

- - Bank authorization (automatic deduction from your bank account)

- - Automatic payroll deduction

- - Direct deposit of Social Security check

- - Other plan approved by ACC

To cancel a bank authorization, you must instruct ACC in writing or over the
phone. We must receive notice at least three business days before the date funds
would normally be withdrawn from your bank account. Bank authorization will
automatically be stopped at maturity or full withdrawal.

BY MAIL

Send your check, by regular or express mail, along with your name and account
number to:
AMERIPRISE FINANCIAL
70100 AMERIPRISE FINANCIAL CENTER
MINNEAPOLIS, MN 55474

FULL AND PARTIAL WITHDRAWALS

70p AMERIPRISE CERTIFICATES -- PROSPECTUS

- - Complete withdrawal of your certificate is made by giving us proper
instructions. To complete these transactions, see "How to Request a Withdrawal
or Transfer."

- - Full and partial withdrawals of principal in the first three years are subject
to penalties, described below.

- - You may not make a partial withdrawal if it would reduce your certificate
balance to less than $250. If you request such a withdrawal, we will contact
you for revised instructions.

- - You may withdraw accumulated interest during any term without paying a
surrender charge. A withdrawal of interest must be at least $100 and not
reduce your certificate balance below $250.

PENALTIES FOR EARLY WITHDRAWAL: If you withdraw money within three years after
the certificate was purchased, you will pay a penalty of 2% of the principal
withdrawn. Except to the extent your balance would be less than $250, this
penalty will be taken from the remaining balance, not the amount withdrawn. The
2% penalty is waived upon death of the certificate owner and for six months
after the estate settlement has been processed by ACC. When this certificate is
owned by a revocable trust, this penalty also is waived upon death of any
grantor of the revocable trust. We will also waive withdrawal penalties on
withdrawals for IRA certificate accounts for your required minimum distributions
at age 70 1/2. During the temporary IRS waiver of minimum required distributions
in 2009, we will continue to waive withdrawal penalties on withdrawals for IRA
certificates if you are at least age 70 1/2 and if the distribution is
calculated consistently with the minimum distribution rules that would have been
applied in the absence of the temporary IRS waiver. See "Retirement Plans:
Special Policies."

When you request a full or partial withdrawal, we pay the amount you request:

- - first from interest credited to your account,

- - then from the principal of your certificate.

For example, assume this is your balance at the end of the second year:

Total investments $7,200.00
Interest credited 488.61
- ------------------------------------------------------------
Total balance $7,688.61
</Table>

If you request a $1,000 check, we would withdraw funds in this order:

Credited interest $ 488.61
Withdrawal of principal 511.39
- ------------------------------------------------------------
Total requested withdrawal $1,000.00
</Table>

AMERIPRISE CERTIFICATES -- PROSPECTUS 71p

In addition, we would have to withdraw funds to cover the full withdrawal
penalty:

<Table>

Principal withdrawn $511.39
Withdrawal penalty % 2%
Withdrawal penalty $ 10.23
</Table>

The total transaction would be:

Beginning balance $7,688.61
Credited interest withdrawn (488.61)
Principal withdrawn (511.39)
Withdrawal penalty (also from
principal) (10.23)
- ------------------------------------------------------------
Remaining balance $6,678.38
- ------------------------------------------------------------
</Table>

LOSS OF INTEREST: Because we credit interest on your certificate's monthly
anniversary, if you make a withdrawal at any time other than the last day of the
certificate month, you will lose interest accrued on the withdrawal amount since
the end of the last certificate month. You'll get the best result by timing a
withdrawal at the end of the certificate month -- that is, on an interest
crediting date.

OTHER FULL AND PARTIAL WITHDRAWAL POLICIES

- - If your certificate is pledged as collateral, any withdrawal will be delayed
until we get approval from the secured party.

- - Any payments to you may be delayed under applicable rules, regulations or
orders of the Securities and Exchange Commission (SEC).

TRANSFERS TO OTHER ACCOUNTS

Transfers to another Ameriprise Financial Services account with different
ownership will require a written request.

HOW TO REQUEST A WITHDRAWAL OR TRANSFER

BY PHONE

- - Call us at one of the telephone numbers listed on the back cover.

- - Maximum telephone withdrawal request: $100,000.

72p AMERIPRISE CERTIFICATES -- PROSPECTUS

- - Transfers into an Ameriprise Financial Services account with the same
ownership.

- - A telephone withdrawal request will not be allowed within 30 days of a phoned-
in address change.

- - We will honor any telephone withdrawal or transfer request and will use
reasonable procedures to confirm authenticity.

You may request that telephone withdrawals not be authorized from your account
by giving us instruction in writing.

BY MAIL

Send your name, account number and request for a withdrawal or transfer, by
regular or express mail, to:
AMERIPRISE FINANCIAL
70100 AMERIPRISE FINANCIAL CENTER
MINNEAPOLIS, MN 55474

Written requests are required for:

- - Withdrawals over $100,000.

- - Pension plans.

- - Custodial accounts where the minor has reached the age at which custodianship
should terminate.

- - Transfers to another Ameriprise Financial Services account with different
ownership. All current registered owners must sign the request.

- - All owners must sign a written request if there was an address change within
the last 30 days.

HOW TO RECEIVE PAYMENT WHEN YOU WITHDRAW FUNDS

BY REGULAR OR EXPRESS MAIL

- - Mailed to address on record; please allow seven days for mailing.

- - Payable to name(s) listed on the account.

- - The express mail delivery charges you pay will vary depending on the courier
you select. This fee for partial withdrawals is deducted from the remaining
balance, or from the proceeds for full withdrawals.

BY WIRE

- - Minimum wire amount: $1,000.

- - Request that money be wired to your bank.

- - Bank account must be in same ownership as the ACC account.

- - Pre-authorization required. Complete the bank wire authorization section in
the application or use a form supplied by your financial advisor. All
registered owners must sign.

AMERIPRISE CERTIFICATES -- PROSPECTUS 73p

- - Applicable wire charges will be deducted from your balance for partial
withdrawals or from the proceeds of a full withdrawal.

BY ELECTRONIC TRANSFER

- - Available only for pre-authorized scheduled partial withdrawals and other full
or partial withdrawals.

- - No charge.

- - Deposited electronically in your bank account.

- - Allow two to five business days from request to deposit.

74p AMERIPRISE CERTIFICATES -- PROSPECTUS

GENERAL INFORMATION

RETIREMENT PLANS: SPECIAL POLICIES

- - If the certificate is purchased for a 401(k) plan or other qualified
retirement plan account, the terms and conditions of the certificate apply to
the plan as the owner of the certificate. However, the terms of the plan, as
interpreted by the plan trustee or administrator, will determine how a
participant's benefit under the plan is administered. These terms may differ
from the terms of the certificate.

- - If your certificate is held in a custodial or investment only retirement plan,
special rules may apply at maturity. If no other investment instructions are
provided directing how to handle your certificate at maturity, the full value
of the certificate will automatically transfer to a new or existing cash
management account according to rules outlined in the plan document or as
otherwise provided in the plan document.

- - The annual custodial fee for IRAs may be deducted from your certificate
account. It may reduce the amount payable at maturity or the amount received
upon an early withdrawal.

- - Retirement plan withdrawals may be subject to withdrawal penalties or loss of
interest even if they are not subject to federal tax penalties.

- - If applicable, we will waive withdrawal penalties on withdrawals for qualified
retirement plan and IRA certificate accounts for your required minimum
distributions.

- - If your certificate is held in an IRA, special rules or fees, or both, may
apply at maturity. If no other investment instructions are provided directing
how to handle your certificate at maturity, you will receive a distribution
for the full value of your certificate. The distribution will be income
taxable to you, and if applicable, subject to a 10% premature withdrawal
penalty tax.

- - If you withdraw all funds from your last account in an IRA at Ameriprise Trust
Company, a termination fee will apply as set out in Your Guide to IRAs, the
IRS disclosure information received when you opened your account.

- - The IRA termination fee will be waived if a withdrawal occurs after you have
reached age 70 1/2 or upon the owner's death.

WITHDRAWAL AT DEATH FOR AMERIPRISE FLEXIBLE SAVINGS CERTIFICATE AND AMERIPRISE
INSTALLMENT CERTIFICATE

If a certificate is surrendered upon the client's death, any applicable
surrender charge will be waived. In addition, if an IRA termination fee is
applicable, it will also be waived.

AMERIPRISE CERTIFICATES -- PROSPECTUS 75p

TRANSFER OF OWNERSHIP

While this certificate is not negotiable, ACC will transfer ownership upon your
written notification. However, if you have purchased your certificate for a
401(k) plan or other qualified retirement plan, or an IRA you may be unable to
transfer or assign the certificate without losing the account's favorable tax
status. Please consult your tax advisor.

FOR MORE INFORMATION

For information on purchases, withdrawals, exchanges, transfers of ownership,
proper instructions and other service questions regarding your certificate,
please consult your financial advisor or call us at the telephone numbers listed
on the back cover.

If you purchase your certificate other than through a financial advisor, you may
be given different purchase and withdrawal instructions.

TAXES ON YOUR EARNINGS

Each calendar year we provide the certificate owners and the IRS with reports of
all interest of $10 and above credited to certificate owners' accounts on Form
1099-INT, "Interest Income." Withdrawals are reported to certificate owners and
the IRS on Form 1099-B, "Proceeds from Broker Transactions From Face Amount
Certificates."

We also provide information on participation and minimum interest on the
Ameriprise Market Strategy Certificate and the Ameriprise Stock Market
Certificate when credited to owners' accounts, generally at the end of each
certificate term, and fixed and interim interest accrued through the end of each
calendar year. The manner in which such income is to be reported for tax
purposes by a certificate owner will be based on the method of accounting that
the owner uses in general to report income.

Under IRS regulations governing the tax treatment of debt instruments such as
the Ameriprise Market Strategy Certificate and the Ameriprise Stock Market
Certificate which provide for variable rates of interest, the certificate is
treated as either a variable rate debt instrument (VRDI) or a contingent debt
instrument (CDI). We believe there is a sound basis under these regulations to
treat and report the certificate as a VRDI. Under the VRDI approach, full
participation interest or partial participation together with minimum interest
on the certificate would generally be treated as qualified stated interest that
accrues over each term. However, there can be no guarantee that the certificate
will not be treated as a CDI since, among other items, the regulations do not
address an instrument with all the features of the certificate. If treated as
CDI, interest would generally be taken into account for each term under a
"noncontingent bond method," under which an owner would have taxable income to
report under the rules similar to

76p AMERIPRISE CERTIFICATES -- PROSPECTUS

those for accruing original issue discount. For cash-basis owners, this could
result in income having to be reported in advance of interest being credited to
their accounts. There also could be differences in the character of income
reported if the certificate were classified as a CDI rather than a VRDI.

The foregoing does not address the tax consequences of ownership of a
certificate through an IRA, 401(k) or other tax qualified retirement plan
account, or try to cover all tax consequences arising from the ownership of a
certificate. It is possible that changes in tax laws or interpretations may
result in changes to the foregoing descriptions. As always, before purchasing an
Ameriprise Certificate, you should consult your own tax advisor as to all tax
consequences of ownership of the certificate.

RETIREMENT ACCOUNTS

If these certificates are held in an IRA or other qualified plan account,
certain income tax rules apply to withdrawals.

INCOME TAX WITHHOLDING: When you take a distribution from an IRA, 10% of the
amount must be withheld for federal income taxes, generally unless you elect not
to have the tax withholding apply. When you take a distribution from a qualified
plan account, such as a 401(k), 20% of the amount must be withheld for federal
income taxes unless the distribution is directly rolled over to another
qualified plan or IRA.

TAX PENALTIES: In general, distributions from IRAs and other qualified plan
accounts are also subject to an IRS 10% premature distribution penalty tax
unless the distribution is made after age 59 1/2 or to your beneficiaries
following your death, or you are disabled. Other exceptions may also apply.

Consult your tax advisor to see how these rules apply to you before you request
a distribution from your plan or IRA.

These certificates may not be available for all types of retirement accounts.

YOUR TIN AND BACKUP WITHHOLDING

As with any financial account you open, you must list your current and correct
TIN, which is either your Social Security or Employer Identification number. You
must certify your TIN under penalties of perjury on your application when you
open an account.

If you don't provide and certify the correct TIN, you could be subject to backup
withholding of 28% of your interest earnings and any withdrawals. You could also
be subject to further penalties, such as:

- - a $50 penalty for each failure to supply your correct TIN;

- - a civil penalty of $500 if you make a false statement that results in no
backup withholding; and

AMERIPRISE CERTIFICATES -- PROSPECTUS 77p

- - criminal penalties for falsifying information.

You could also be subject to backup withholding because you failed to report
interest on your tax return as required.

For details on TIN requirements, ask your financial advisor or contact your
local Ameriprise Financial Services office for federal Form W-9, Request for
Taxpayer Identification Number and Certification. You also may obtain the form
on the Internet at www.irs.gov.

HOW YOUR MONEY IS USED AND PROTECTED

INVESTED AND GUARANTEED BY ACC

ACC, a wholly-owned subsidiary of Ameriprise Financial, issues Ameriprise
Certificates. ACC is the largest issuer of face-amount certificates in the
United States, with total assets of more than $ billion and a net worth in
excess of $ million on Dec. 31, 2008.

We back our certificates by investing the money received and keeping the
invested assets on deposit. Our investments generate interest and dividends, out
of which we pay:

- - interest to certificate owners; and

- - various expenses, including taxes, fees to RiverSource Investments for
advisory and other services, distribution fees to Ameriprise Financial
Services, selling agent fees to selling agents, custody fees to Ameriprise
Trust Company, and transfer agent fees to RiverSource Service Corporation.

For a review of significant events relating to our business, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations." No
national rating agency rates our certificates

Most banks and thrifts offer investments known as CDs that are similar to our
certificates in many ways. Early withdrawals of bank CDs often result in
penalties. Banks and thrifts generally have federal deposit insurance for their
deposits and lend much of the money deposited to individuals, businesses and
other enterprises. Other financial institutions and some insurance companies may
offer investments with comparable combinations of safety and return on
investment.

REGULATED BY GOVERNMENT

Because Ameriprise Certificates are securities, their offer and sale are subject
to regulation under federal and state securities laws. Ameriprise Certificates
are face-amount certificates. Each certificate is not a bank product, an equity
investment, a form of life insurance or an investment trust.

78p AMERIPRISE CERTIFICATES -- PROSPECTUS

The federal Investment Company Act of 1940 requires us to keep investments on
deposit in a segregated custodial account. These investments back the value of
all outstanding certificate accounts. Specifically, their amortized cost must
exceed the required carrying value of the outstanding certificates by a
prescribed amount. As of Dec. 31, 2008, the amortized cost of these investments
exceeded the required carrying value of our outstanding certificates by more
than the prescribed amount. We are required to use amortized cost for these
regulatory purposes. In general, amortized cost is determined by systematically
increasing the carrying value of a security if acquired at a discount, or
reducing the carrying value if acquired at a premium, so that the carrying value
is equal to maturity value on the maturity date. The amortized cost of an
investment may not be equivalent to the market value of such investment.
Therefore, if ACC sells investments it may receive less than amortized cost.

ACC has agreed with the SEC to maintain capital and surplus equal to 5% of
outstanding liabilities on certificates (not including loans made on
certificates in accordance with terms of some certificates that no longer are
offered by ACC). ACC also has entered into a written understanding with the
Minnesota Department of Commerce that ACC will maintain capital equal to 5% of
the assets of ACC (less any loans on outstanding certificates). When computing
its capital for these purposes, ACC values its assets on the basis of statutory
accounting for insurance companies rather than generally accepted accounting
principles.

BACKED BY OUR INVESTMENTS

The composition of the ACC portfolio at Dec. 31, 2008 was as follows:

<Table>
<Caption>
TYPE OF INVESTMENT NET AMOUNT INVESTED

Mortgage and other asset backed securities %
Corporate and other bonds
Mortgage loans and other loans
Cash and cash equivalents
U.S. Government agency obligations
Preferred stocks
</Table>

At Dec. 31, 2008 about 96% of our securities portfolio (including bonds and
preferred stocks) is rated investment grade by Moody's and Standard & Poors
(S&P) and approximately 3% of the portfolio is deemed investment grade based on
RiverSource Investments' internal analysis, using criteria similar to those used
by Moody's and S&P, when a public rating does not exist. For additional
information regarding securities ratings, please refer to Note 3 to the
financial statements.

Most of our investments are on deposit with Ameriprise Trust Company,
Minneapolis, although we also maintain separate deposits as required by certain

AMERIPRISE CERTIFICATES -- PROSPECTUS 79p

states. Ameriprise Trust Company is a wholly-owned subsidiary of Ameriprise
Financial. Copies of our Dec. 31, 2008 schedule of Investments in Securities of
Unaffiliated Issuers are available upon request. For comments regarding the
valuation, carrying values and unrealized appreciation (depreciation) of
investment securities, see Notes 1, 2 and 3 to the financial statements.

INVESTMENT POLICIES

RiverSource Investments, LLC serves as ACC's investment manager and invests the
assets in ACC's portfolio in accordance with ACC's investment policy and
applicable law. The following policies currently govern RiverSource Investments'
investment decisions:

DEBT SECURITIES

Most of our investments are in debt securities as referenced in the table in
"Backed by Our Investments" under "How Your Money is Used and Protected."

The prices of bonds generally fall as interest rates increase, and rise as
interest rates decrease. The price of a bond also fluctuates if its credit
rating is upgraded or downgraded. The prices of bonds below investment grade may
react more to whether a company can pay interest and principal when due than to
changes in interest rates. They experience greater price fluctuations, are more
likely to experience a default, and sometimes are referred to as junk bonds.
Under normal circumstances, at least 85% of the securities in ACC's portfolio
will be rated investment grade, or in the opinion of ACC's investment advisor
will be the equivalent of investment grade. Securities that are subsequently
downgraded in quality may continue to be held by ACC and will be sold only when
ACC believes it is advantageous to do so.

At Dec. 31, 2008, ACC held about 4% of its investment portfolio in investments
rated below investment grade.

PURCHASING SECURITIES ON MARGIN

We will not purchase any securities on margin or participate on a joint basis or
a joint-and-several basis in any trading account in securities.

COMMODITIES

We have not and do not intend to purchase or sell commodities or commodity
contracts except to the extent that transactions described in "Financial
transactions including hedges" in this section may be considered commodity
contracts.

UNDERWRITING

We do not intend to engage in the public distribution of securities issued by
others. However, if we purchase unregistered securities and later resell them,
we

80p AMERIPRISE CERTIFICATES -- PROSPECTUS

may be considered an underwriter (selling securities for others) under federal
securities laws.

BORROWING MONEY

From time to time we have established a line of credit with banks if management
believed borrowing was necessary or desirable. We may pledge some of our assets
as security. We may occasionally use repurchase agreements as a way to borrow
money. Under these agreements, we sell debt securities to our lender, and
repurchase them at the sales price plus an agreed-upon interest rate within a
specified period of time. There is no limit on the extent to which we may borrow
money, except that borrowing must be through the sale of certificates, or must
be short-term and not a public offering and not intended to be publicly offered.

REAL ESTATE

We may invest in limited partnership interests in limited partnerships that
either directly, or indirectly through other limited partnerships, invest in
real estate. We may invest directly in real estate. We also invest in mortgage
loans secured by real estate. We expect that equity investments in real estate,
either directly or through a subsidiary of ACC, will be less than 5% of ACC's
assets.

LENDING SECURITIES

We may lend some of our securities to broker-dealers and receive cash equal to
the market value of the securities as collateral. We invest this cash in short-
term securities. If the market value of the securities goes up, the borrower
pays us additional cash. During the course of the loan, the borrower makes cash
payments to us equal to all interest, dividends and other distributions paid on
the loaned securities. We will try to vote these securities if a major event
affecting our investment is under consideration. We expect that outstanding
securities loans will not exceed 10% of ACC's assets.

WHEN-ISSUED SECURITIES

Some of our investments in debt securities and loans originated by banks or
investment banks are purchased on a when-issued or similar basis. It may take as
long as 45 days or more before these investments are available for sale, issued
and delivered to us. We generally do not pay for these investments or start
earning on them until delivery. We have established procedures to ensure that
sufficient cash is available to meet when-issued commitments. ACC's ability to
invest in when-issued investments is not limited except by its ability to set
aside cash or high quality investments to meet when-issued commitments. When-
issued investments are subject to market fluctuations and they may affect ACC's
investment portfolio the same as owned securities.

AMERIPRISE CERTIFICATES -- PROSPECTUS 81p

FINANCIAL TRANSACTIONS INCLUDING HEDGES

We buy or sell various types of options contracts for hedging purposes or as a
trading technique to facilitate securities purchases or sales. We may buy
interest rate caps for hedging purposes. These pay us a return if interest rates
rise above a specified level. If interest rates do not rise above a specified
level, the interest rate caps do not pay us a return. ACC may enter into other
financial transactions, including futures and other derivatives, for the purpose
of managing the interest rate exposures associated with ACC's assets or
liabilities. Derivatives are financial instruments whose performance is derived,
at least in part, from the performance of an underlying asset, security or
index. A small change in the value of the underlying asset, security or index
may cause a sizable gain or loss in the fair value of the derivative. There is
no limit on ACC's ability to enter into financial transactions to manage the
interest rate risk associated with ACC's assets and liabilities, but ACC does
not foresee a likelihood that it will be feasible to hedge most or all of its
assets or liabilities.

ILLIQUID SECURITIES

A security is illiquid if it cannot be sold in the normal course of business
within seven days at approximately its current market value. Some investments
cannot be resold to the U.S. public because of their terms or government
regulations. All securities, however, can be sold in private sales, and many may
be sold to other institutions and qualified buyers or on foreign markets. ACC's
investment adviser will follow guidelines established by the board of directors
and consider relevant factors such as the nature of the security and the number
of likely buyers when determining whether a security is illiquid. No more than
15% of ACC's investment portfolio will be held in securities that are illiquid.
In valuing its investment portfolio to determine this 15% limit, ACC will use
statutory accounting under an SEC order. This means that, for this purpose, the
portfolio will be valued in accordance with applicable Minnesota law governing
investments of life insurance companies, rather than generally accepted
accounting principles.

FOREIGN INVESTMENTS

We may invest up to 10% of our assets in certain foreign securities as permitted
by applicable Minnesota law. This excludes Canadian securities.

OTHER RESTRICTIONS

There are no restrictions on concentration of investments in any particular
industry or group of industries or on rates of portfolio turnover.

82p AMERIPRISE CERTIFICATES -- PROSPECTUS

GENERAL INFORMATION ON ACC AND

HOW IT OPERATES

RELATIONSHIP BETWEEN ACC AND AMERIPRISE FINANCIAL, INC.

ACC was originally organized as Investors Syndicate of America, Inc., a
Minnesota corporation, on Oct. 15, 1940, and began business as an issuer of face
amount investment certificates on Jan. 1, 1941. The company became a Delaware
corporation on Dec. 31, 1977, changed its name to IDS Certificate Company on
April 2, 1984, to American Express Certificate Company on April 26, 2000, and to
Ameriprise Certificate Company on Aug. 1, 2005.

ACC files reports on Form 10-K and 10-Q with the SEC. The public may read and
copy materials we file with the SEC at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on
the operation of the public reference room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site (http://www.sec.gov) that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the SEC.

Before ACC was created, Ameriprise Financial (formerly known as American Express
Financial Corporation and, before that, IDS Financial Corporation), our parent
company, had issued similar certificates since 1894.

CAPITAL STRUCTURE AND CERTIFICATES ISSUED

ACC authorized, issued and has outstanding 150,000 shares of common stock, par
value of $10 per share. Ameriprise Financial owns all of the outstanding shares.

For the fiscal year ended Dec. 31, 2008, ACC had issued (in face amount)
$ of installment certificates and $ of single payment
certificates. At Dec. 31, 2008, ACC had issued (in face amount) $ of
installment certificates and $ of single payment certificates since
its inception in 1941.

SERVICE PROVIDERS

In connection with ACC's business of issuing and distributing certificates and
managing the assets that back the certificates it utilizes a number of service
providers. ACC has entered into agreements with several entities, all of which
are affiliated with ACC, to provide asset management and administrative
services, distribution, transfer agent services, and custody.

AMERIPRISE CERTIFICATES -- PROSPECTUS 83p

INVESTMENT MANAGEMENT AND SERVICES

Under the Investment Advisory and Services Agreement, RiverSource Investments
acts as our investment advisor and is responsible for:

- - providing investment research,

- - making specific investment recommendations, and

- - executing purchase and sale orders according to our policy of seeking to
obtain the best price and execution.

All these activities are subject to direction and control by our board of
directors and officers. Our agreement with RiverSource Investments requires
annual renewal by our board, including a majority of directors who are not
interested persons of RiverSource Investments, Ameriprise Financial or ACC as
defined in the federal Investment Company Act of 1940.

For its services, ACC pays RiverSource Investments a monthly fee, equal on an
annual basis to a percentage of the net invested assets of ACC.

Net invested assets are determined using Generally Accepted Accounting
Principles (GAAP) and include the following items:
- - cash and cash equivalents;
- - accounts receivable for interest and dividends and securities sold;
- - accounts payables for invested assets purchased;
- - securities available for sale (including any segregated assets);
- - trading securities;
- - purchased equity index options;
- - written equity index options; and
- - mortgages.

INVESTMENT ADVISORY AND SERVICES FEE RATE

<Table>
<Caption>
INCLUDED ASSETS PERCENTAGE OF NET INVESTED ASSETS

First $250 million 0.350%
Next $250 million 0.300
Next $500 million 0.250
Any amount over $1 billion 0.200
</Table>

The fee paid to RiverSource Investments for managing and servicing bank loans is
0.35% of the book value of the investment on an annual basis.

INVESTMENT ADVISORY AND SERVICES FEE PAID FOR THE PAST THREE YEARS

<Table>
<Caption>
YEAR TOTAL FEES

2008 $
2007
2006
</Table>

84p AMERIPRISE CERTIFICATES -- PROSPECTUS

OTHER EXPENSES PAYABLE BY ACC: In addition to the investment management services
described above, the Investment Advisory and Services Agreement also provides
that ACC pays:

- - costs incurred by ACC in connection with the acquisition, management,
servicing or disposition of real estate mortgages, real estate or property
improvement loans;

- - taxes;

- - depository and custodian fees incurred by ACC;

- - brokerage commissions and charges in the purchase and sale of ACC's assets;

- - fees and expenses for services not covered by other agreements and provided to
ACC at our request, or by requirement, by attorneys, auditors, examiners and
professional consultants who are not officers or employees of RiverSource
Investments;

- - fees and expenses of ACC's directors who are not officers or employees of
RiverSource Investments or its affiliates;

- - provision for certificate reserves (interest accrued on certificate owner
accounts);

- - expenses of customer settlements not attributable to sales functions;

- - transfer agency fees and expenses;

- - filing fees and charges incurred by ACC in connection with filing documents
with the State of Minnesota or its political subdivisions;

- - organizational expenses paid by ACC; and

- - expenses properly payable by ACC, approved by the ACC Board of Directors.

Under the Administration and Services Agreement between RiverSource Investments
and Ameriprise Financial, RiverSource Investments delegates certain
administrative and investment support services to Ameriprise Financial.

DISTRIBUTION

Under the Distribution Agreement between ACC and Ameriprise Financial Services
(formerly American Express Financial Advisors Inc.), Ameriprise Financial
Services receives compensation for the distribution of Ameriprise certificates
as follows:

For AMERIPRISE FLEXIBLE SAVINGS CERTIFICATE:

- - For all terms except 7 and 13 months, 0.08% of the initial payment on the
issue date of the certificate;

- - For all terms except 7 and 13 month, 0.08% of the certificate's reserve at the
beginning of the second and subsequent quarters from issue date;

- - For 7 month terms, 0.08% of the initial payment on the issue date of the
certificate, 0.08% of the certificate's reserve at the beginning of the second

AMERIPRISE CERTIFICATES -- PROSPECTUS 85p

quarter from issue date of the certificate and 0.027% of the certificate's
reserve at the beginning of the last month of the certificate term; and

- - For 13 month terms, 0.032% of the initial payment on the issue date of the
certificate, 0.032% of the certificate's reserve at the beginning of the
second, third and fourth quarters from issue date and 0.011% at the beginning
of the last month of the certificate term.

For AMERIPRISE INSTALLMENT CERTIFICATE:

- - Monthly 2.5% of all payments received during the month. This fee is paid on
all payments received on or after issue of your certificate until the
certificate's maturity date.

For AMERIPRISE MARKET STRATEGY CERTIFICATE:

- - 0.90% of the initial investment on the first day of the certificate's term,
and

- - 0.90% of the certificate's reserve at the beginning of each subsequent term.

For AMERIPRISE STOCK MARKET CERTIFICATE:

- - 0.90% of the initial investment on the first day of the certificate's term,
and

- - 0.90% of the certificate's reserve at the beginning of each subsequent term.

THE DISTRIBUTION FEE IS NOT ASSESSED TO YOUR CERTIFICATE ACCOUNT.

Total distribution fees paid to Ameriprise Financial Services for all series of
certificates amounted to $ during the year ended Dec. 31, 2008.

See Note 1 to the financial statements regarding deferral of distribution fee
expense.

In addition, ACC may pay distributors additional compensation for distribution
activities under certain circumstances. From time to time, ACC may pay or permit
other promotional incentives, in cash or credit or other compensation.

ACC's products are sold in the United States through a network of financial
advisors who are either employees of or affiliated with Ameriprise Financial
Services. Ameriprise Financial Services pays commissions to its financial
advisors, and pays other selling expenses in connection with services to ACC.
The financial advisors sell a range of investment products, both proprietary and
non-proprietary, including products that may compete with certificates offered
by ACC. Differences in the compensation structure associated with the various
products that the financial advisors sell tend to create conflicts between the
interests of the financial advisors' clients and the interests of the financial
advisors themselves. These conflicts are mitigated by regulatory standards that
govern the financial advisors' sales practices and Ameriprise Financial Services
oversight of those sales practices. ACC's board of directors, including a
majority of directors who are not interested persons of Ameriprise Financial
Services or ACC, approved the Distribution Agreements.

86p AMERIPRISE CERTIFICATES -- PROSPECTUS

TRANSFER AGENT

Under the Transfer Agency Agreement, RiverSource Service Corporation, a wholly-
owned subsidiary of Ameriprise Financial, maintains certificate owner accounts
and records. ACC pays RiverSource Service Corporation a monthly fee of one-
twelfth of $20.00 per certificate owner account for this service.

CUSTODIAN

Under the Custody Agreement, Ameriprise Trust Company, a wholly-owned subsidiary
of Ameriprise Financial, holds ACC's assets in custody for the benefit of ACC.
ACC pays Ameriprise Trust Company fees based on the assets held in custody for
ACC as well as per transaction charges for certain types of transactions and
out-of-pocket expenses. The agreement authorizes Ameriprise Trust Company to
enter into subcustodial arrangements with other banks. On Dec. 15, 2008,
Ameriprise Trust Company entered into such subcustodial arrangements with
JPMorgan Chase Bank, N.A.

AMERIPRISE CERTIFICATES -- PROSPECTUS 87p

DIRECTORS AND OFFICERS

ACC's sole shareholder, Ameriprise Financial, elects the board of directors that
oversees ACC's operations. The board annually elects the chairman and ACC's
executive officers for a term of one year. The president appoints the other
executive officers.

We paid a total of $ during 2008 to directors not employed by
Ameriprise Financial.

INDEPENDENT BOARD MEMBERS*

<Table>
<Caption>
NAME, POSITION HELD
ADDRESS, WITH ACC AND PRINCIPAL OCCUPATIONS COMMITTEE
AGE LENGTH OF SERVICE DURING PAST FIVE YEARS OTHER DIRECTORSHIPS MEMBERSHIPS
- ------------------------------------------------------------------------------------------------------------

Karen M. Bohn Board member President and CEO, Galeo Alerus Financial Audit
6620 Iroquois Trail since 2001 Group LLC; Corp.,
Edina, MN 55439 Independent business Gander Mountain,
Born in 1953 consultant Otter Tail
Corporation
- ------------------------------------------------------------------------------------------------------------
Rodney P. Burwell Board member Chairman, Burwell TCF Financial Audit
7901 Xerxes Avenue South since 1999 Enterprise, Inc. since
Suite 201 2007;
Bloomington, MN 55431 prior to that Chairman,
Born in 1939 Xerxes Corporation
(fiberglass storage tanks)
- ------------------------------------------------------------------------------------------------------------
Jean B. Keffeler Board member Retired business Audit
P.O. Box 1377 since 1999 executive
Livingston, MT 59047
Born in 1945
- ------------------------------------------------------------------------------------------------------------
Thomas R. McBurney Chairman since President, McBurney The Valspar Audit
4900 IDS Center 2005, Management Advisors Corporation
80 South Eighth Street Board member (coatings)
Minneapolis, MN 55402 since 1999
Born in 1938
- ------------------------------------------------------------------------------------------------------------
</Table>

* Mr. Burwell, Ms. Keffeler and Mr. McBurney serve as directors of
RiverSource Life Insurance Company of New York. Ms. Bohn serves as a
director of Ameriprise Bank, FSB. RiverSource Life Insurance Company of New
York and Ameriprise Bank, FSB are indirectly controlled by Ameriprise
Financial or its affiliates.

88p AMERIPRISE CERTIFICATES -- PROSPECTUS

BOARD MEMBER AFFILIATED WITH AMERIPRISE CERTIFICATE COMPANY**

<Table>
<Caption>
POSITION HELD
NAME, WITH ACC
ADDRESS, AND LENGTH OF PRINCIPAL OCCUPATIONS COMMITTEE
AGE SERVICE DURING PAST FIVE YEARS OTHER DIRECTORSHIPS MEMBERSHIPS
- -----------------------------------------------------------------------------------------------------------------

William F. Truscott Board member President - U.S. Asset None
53600 Ameriprise Financial Center and President Management and Chief
Minneapolis, MN 55474 since 2006 Investment Officer,
Born in 1960 Ameriprise Financial,
Inc. and President,
Chairman of the Board
and Chief Investment
Officer, RiverSource
Investments, LLC since
2005; Chairman of the
Board, Chief Executive
Officer and President,
RiverSource
Distributors, Inc. since
2006; Chief Executive
Officer and President,
RiverSource Fund
Distributors, Inc. since
2008; Senior Vice
President - Chief
Investment Officer,
Ameriprise Financial,
Inc. and Chairman of the
Board and Chief
Investment Officer,
RiverSource Investments,
LLC, 2001-2005
- -----------------------------------------------------------------------------------------------------------------
</Table>

** Interested person by reason of being an officer, director and/or employee
of Ameriprise Financial or its affiliates.

AMERIPRISE CERTIFICATES -- PROSPECTUS 89p

EXECUTIVE OFFICERS

William F. Truscott Board member President - U.S. Asset None
53600 Ameriprise and President Management and Chief
Financial Center since 2006 Investment Officer,
Minneapolis, MN 55474 Ameriprise Financial, Inc.
Born in 1960 and President, Chairman of
the Board and Chief
Investment Officer,
RiverSource Investments,
LLC since 2005; Chairman
of the Board, Chief
Executive Officer and
President, RiverSource
Distributors, Inc. since
2006; Chief Executive
Officer and President,
RiverSource Fund
Distributors, Inc. since
2008; Senior Vice
President - Chief
Investment Officer,
Ameriprise Financial, Inc.
and Chairman of the Board
and Chief Investment
Officer, RiverSource
Investments, LLC, 2001-
2005
- ------------------------------------------------------------------------------------------------------------

Ross Palacios Vice President
Ameriprise Financial and Chief
Center Financial Officer
Minneapolis, MN 55474 since 2009
Born in
- ------------------------------------------------------------------------------------------------------------

David K. Stewart Vice President, Vice President and
802 Ameriprise Financial Controller Controller, Ameriprise
Center and Chief Financial and Ameriprise
Minneapolis, MN 55474 Accounting Financial Services since
Born in 1953 Officer 2002
since 2004

- ------------------------------------------------------------------------------------------------------------
</Table>

90p AMERIPRISE CERTIFICATES -- PROSPECTUS

EXECUTIVE OFFICERS (continued)

Jason Bartylla Treasurer since Director of
630 Ameriprise Financial 2008 Finance - Ameriprise
Center Broker-Dealer Lead Finance
Minneapolis, MN 55474 Office, Ameriprise
Born in 1972 Financial since 2007;
Manager of Product
Development and
Management - Financial
Planning, Products and
Services, Ameriprise
Financial, 2004-2007;
Finance
Manager - Ameriprise
Financial, 2003-2004
- ------------------------------------------------------------------------------------------------------------

Michelle M. Keeley Vice President - Executive Vice
172 Ameriprise Financial Investments President - Equity and
Center since 2003 Fixed Income, Ameriprise
Minneapolis, MN 55474 Financial, Inc. and
Born in 1964 RiverSource Investments,
LLC since 2006; Senior
Vice President - Fixed
Income, Ameriprise
Financial, Inc., 2002-2006
and RiverSource
Investments, LLC, 2004-
2006
- ------------------------------------------------------------------------------------------------------------

Scott R. Plummer Vice President, Vice President and Chief
5228 Ameriprise General Counsel - Asset
Financial Center Counsel and Management, Ameriprise
Minneapolis, MN 55474 Secretary Financial, Inc. since
Born in 1959 since 2005 2005; Chief Counsel,
RiverSource Distributors,
Inc. and Chief Legal
Officer and Assistant
Secretary, RiverSource
Investments, LLC since
2006; Vice
President - Asset
Management Compliance,
Ameriprise Financial,
Inc., 2004-2005; Senior
Vice President and Chief
Compliance Officer,
USBancorp Asset
Management, 2002-2004

- ------------------------------------------------------------------------------------------------------------
</Table>

AMERIPRISE CERTIFICATES -- PROSPECTUS 91p

EXECUTIVE OFFICERS (continued)

Eleanor T.M. Hoagland Chief Compliance Chief Compliance Officer,
100 Park Avenue Officer RiverSource Investments,
New York, NY 10017 since 2009 LLC since 2009; Chief
Born in 1951 Compliance Officer for
each of the investment
companies of the Seligman
group of funds since 2004;
Anti Money Laundering
Prevention Officer and
Identity Theft Prevention
officer for each of the
investment companies of
the Seligman group of
funds since 2008; Managing
Director, J. & W. Seligman
& Co. Incorporated and
Vice-President for each of
the investment companies
of the Seligman group of
funds, 2004-2008.
- ------------------------------------------------------------------------------------------------------------
</Table>

The officers and directors as a group beneficially own less than 1% of the
common stock of Ameriprise Financial.

ACC has provisions in its bylaws relating to the indemnification of its officers
and directors against liability, as permitted by law. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 (the 1933 Act) may be
permitted to directors, officers or persons controlling the registrant pursuant
to the foregoing provisions, the registrant has been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
the 1933 Act and is therefore unenforceable.

92p AMERIPRISE CERTIFICATES -- PROSPECTUS

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements and schedules appearing in ACC's Annual Report (Form
10-K) for the year ended Dec. 31, 2008, have been audited by Ernst & Young LLP,
independent registered public accounting firm, as set forth in their report
thereon, included therein, and incorporated herein by reference. Such financial
statements and schedules are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in accounting and
auditing.

ADDITIONAL INFORMATION

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

To the extent and only to the extent that any statement in a document
incorporated by reference into this prospectus is modified or superseded by a
statement in this prospectus or in a later-filed document, such statement is
hereby deemed so modified or superseded and not part of this prospectus. The
Annual Report on Form 10-K for the year ended Dec. 31, 2007 previously filed by
ACC with the SEC under the Securities Exchange Act of 1934 is incorporated by
reference into this prospectus.

ACC will furnish you without charge a copy of any or all of the documents
incorporated by reference into this prospectus, including any exhibits to such
documents which have been specifically incorporated by reference. We will do so
upon receipt of your written or oral request. You can contact us at 1-800-862-
7919 and the address listed on the back cover of this prospectus. You can access
this document at
www.ameriprise.com/amp/individual/products/investing/certificates.asp.

AVAILABLE INFORMATION

This prospectus is part of a registration statement we file with the SEC.
Additional information on ACC and Ameriprise certificates is available in the
registration statement and other materials we file. You can obtain copies of
these materials at the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You can obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the SEC. In addition to this prospectus, information incorporated by reference
is available on the EDGAR Database on the SEC's Internet site at www.sec.gov.

AMERIPRISE CERTIFICATES -- PROSPECTUS 93p

APPENDIX

Description of corporate bond ratings

Bond ratings concern the quality of the issuing corporation. They are not an
opinion of the market value of the security. Such ratings are opinions on
whether the principal and interest will be repaid when due. A security's rating
may change which could affect its price. Ratings by Moody's Investors Service,
Inc. are Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C. Ratings by Standard & Poor's are
AAA, AA, A, BBB, BB, B, CCC, CC, C and D.

Aaa/AAA -- Judged to be of the best quality and carry the smallest degree of
investment risk. Interest and principal are secure.

Aa/AA -- Judged to be high-grade although margins of protection for interest and
principal may not be quite as good as Aaa or AAA rated securities.

A -- Considered upper-medium grade. Protection for interest and principal is
deemed adequate but may be susceptible to future impairment.

Baa/BBB -- Considered medium-grade obligations. Protection for interest and
principal is adequate over the short-term; however, these obligations may have
certain speculative characteristics.

Ba/BB -- Considered to have speculative elements. The protection of interest and
principal payments may be very moderate.

B -- Lack characteristics of more desirable investments. There may be small
assurance over any long period of time of the payment of interest and principal.

Caa/CCC -- Are of poor standing. Such issues may be in default or there may be
risk with respect to principal or interest. Ca/CC -- Represent obligations that
are highly speculative. Such issues are often in default or have other marked
shortcomings. C -- Are obligations with a higher degree of speculation. These
securities have major risk exposures to default.

D -- Are in payment default. The D rating is used when interest payments or
principal payments are not made on the due date.

Non-rated securities will be considered for investment. When assessing each non-
rated security, ACC will consider the financial condition of the issuer or the
protection afforded by the terms of the security.

94p AMERIPRISE CERTIFICATES -- PROSPECTUS

QUICK TELEPHONE REFERENCE

<Table>

(800) 862-7919 AMERIPRISE FINANCIAL
Account value, cash transaction
information, current rate
information (automated response for
Touchtone(R) phones only)

(800) 862-7919 AMERIPRISE FINANCIAL
Withdrawals, transfers, inquiries

(800) 846-4852 TTY SERVICE
For the hearing impaired
</Table>

AMERIPRISE CERTIFICATE COMPANY
70100 AMERIPRISE FINANCIAL CENTER
MINNEAPOLIS, MN 55474
WEBSITE ADDRESS:
AMERIPRISE.COM

Distributed by
Ameriprise Financial Services, Inc.

Investment Company Act File #811-00002 S-6000 AE (4/09)

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item
Number

Item 13. Other Expenses of Issuance and Distribution.

The expenses in connection with the issuance and distribution of the
securities being registered are to be borne by the registrant.

Item 14. Indemnification of Directors and Officers.

The By-Laws of Ameriprise Certificate Company provide that it shall
indemnify any person who was or is a party or is threatened to be made a
party, by reason of the fact that he was or is a director, officer,
employee or agent of the company, or is or was serving at the direction of
the company, or any predecessor corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, to any threatened, pending or completed action, suit
or proceeding, wherever brought, to the fullest extent permitted by the
laws of the state of Delaware, as now existing or hereafter amended.

The By-Laws further provide that indemnification questions applicable to a
corporation which has been merged into the company relating to causes of
action arising prior to the date of such merger shall be governed
exclusively by the applicable laws of the state of incorporation and by the
by-laws of such merged corporation then in effect. See also Item 17.

Item 15. Recent Sales of Unregistered Securities.

N/A

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

1 Distribution Agreement, dated Dec. 31, 2006, between ACC and Ameriprise
Financial Services, Inc. filed electronically on or about Feb. 26, 2007 as
Exhibit 1 to Registrant's Post-Effective Amendment No. 35 to Registration
Statement No. 2-95577 is incorporated by reference.

2 Not Applicable.

3(a) Amended and Restated Certificate of Incorporation of American Express
Certificate Company, dated Aug. 1, 2005, filed electronically on or about
March 10, 2006 as Exhibit 3(a) to Ameriprise Certificate Company's 2005
annual report on Form 10-K is incorporated by reference.

3(b) Current By-Laws, filed electronically as Exhibit 3(e) to Post-Effective
Amendment No. 19 to Registration Statement No. 33-26844, are incorporated
herein by reference.

4 Not Applicable.

5 An opinion and consent of counsel as to the legality of the securities
being registered, filed electronically as Exhibit 16(a)5 to Post-Effective
Amendment No. 24 to Registration Statement No. 2-95577 is incorporated by
reference.

6 through 9 None.

10(a) Investment Advisory and Services Agreement, dated Dec. 31, 2006, between
ACC and RiverSource Investments, LLC, filed electronically on or about Feb.
26, 2007 as Exhibit 10(a) to Registrant's Post-Effective Amendment No. 35
to Registration Statement No. 2-95577 is incorporated by reference.

10(b) Administration and Services Agreement, dated Oct. 1, 2005, between
RiverSource Investments, LLC and Ameriprise Financial, Inc. filed
electronically on or about March 10, 2006 as Exhibit 10(s) to Ameriprise
Certificate Company's 2005 annual report on Form 10-K is incorporated by
reference.

10(c) Depositary and Custodial Agreement, dated Dec. 31, 2006, between ACC and
Ameriprise Trust Company, filed electronically on or about Feb. 26, 2007 as
Exhibit 10(c) to Registrant's Post-Effective Amendment No. 35 to
Registration Statement No. 2-95577 is incorporated by reference.

10(d) Transfer Agent Agreement, dated Dec. 31, 2006 between ACC and RiverSource
Service Corporation filed electronically on or about Feb. 26, 2007 as
Exhibit 10(e) to Registrant's Post-Effective Amendment No. 35 to
Registration Statement No. 2-95577 is incorporated by reference.

11 through 13 None

14(a) Code of Ethics under rule 17j-1 for Ameriprise Certificate Company, filed
electronically as Exhibit 10 (p) (1) to Pre-Effective Amendment No. 1 to
Registration Statement No. 333-34982, is incorporated herein by reference.

14(b) Codes of Ethics under rule 17j-1 for ACC's investment advisor and
principal underwriter to be filed by Amendment.

15 through 22 None

23 Consent of Independent Registered Public Accounting Firm: to be filed by
Amendment.

24(a) Directors' Power of Attorney, dated Feb. 24, 2009, is filed electronically
herewith as Exhibit 24(a) to Registrant's Post-Effective Amendment No. 38
to Registration Statement No. 2-95577.

24(b) Director's and Officer's Power of Attorney, dated Feb. 24, 2009, is filed
electronically herewith as Exhibit 24(b) to Registrant's Post-Effective
Amendment No. 38 to Registration Statement No. 2-95577.

24(c) Officers' Power of Attorney, dated Feb. 24, 2009, is filed electronically
herewith as Exhibit 24(c) to Registrant's Post-Effective Amendment No. 38
to Registration Statement No. 2-95577.

25 through 27 None.

(b) The financial schedules for Ameriprise Certificate Company: to be filed by
Amendment.

Item 17. Undertakings.

Without limiting or restricting any liability on the part of the other,
Ameriprise Financial Services, Inc., as underwriter, will assume any
actionable civil liability which may arise under the Federal Securities Act
of 1933, the Federal Securities Exchange Act of 1934 or the Federal
Investment Company Act of 1940, in addition to any such liability arising
at law or in equity, out of any untrue statement of a material fact made by
its agents in the due course of their business in selling or offering for
sale, or soliciting applications for, securities issued by the Company or
any omission on the part of its agents to state a material fact necessary
in order to make the statements so made, in the light of the circumstances
in which they were made, not misleading (no such untrue statements or
omissions, however, being admitted or contemplated), but such liability
shall be subject to the conditions and limitations described in said Acts.
Ameriprise Financial Services, Inc. will also assume any liability of the
Company for any amount or amounts which the Company legally may be
compelled to pay to any purchaser under said Acts because of any untrue
statements of a material fact, or any omission to state a material fact, on
the part of the agents of Ameriprise Financial Services, Inc. to the extent
of any actual loss to, or expense of, the Company in connection therewith.
The By-Laws of the Registrant contain a provision relating to
Indemnification of Officers and Directors as permitted by applicable law.

EXHIBIT INDEX

24(a) Directors' Power of Attorney, dated Feb. 24, 2009.

24(b) Director's and Officer's Power of Attorney, dated Feb. 24, 2009.

24(c) Officers' Power of Attorney, dated Feb. 24, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on
March 4, 2009.

AMERIPRISE CERTIFICATE COMPANY

By: /s/ William F. Truscott
---------------------------------
William F. Truscott
President

Pursuant to the requirements of the Securities Act of 1933, this amendment has
been signed below by the following persons in the capacities indicated on March
4, 2009.

Signature Capacity
- --------- --------

/s/ William F. Truscott President and Director
- ------------------------------------- (Principal Executive Officer)
William F. Truscott

/s/ Ross Palacios Vice President and Chief Financial Officer
- ------------------------------------- (Principal Financial Officer)
Ross Palacios

/s/ David K. Stewart Vice President, Controller and
- ------------------------------------- Chief Accounting Officer
David K. Stewart (Principal Accounting Officer)

/s/ Rodney P. Burwell* Director
- -------------------------------------
Rodney P. Burwell

/s/ Jean B. Keffeler* Director
- -------------------------------------
Jean B. Keffeler

/s/ Thomas R. McBurney* Chairman and Director
- -------------------------------------
Thomas R. McBurney

/s/ Karen M. Bohn* Director
- -------------------------------------
Karen M. Bohn

* Signed pursuant to Directors' Power of Attorney, dated Feb. 24, 2009, filed
electronically herewith as Exhibit 24(a), by:

By: /s/ Scott R. Plummer
---------------------------------
Scott R. Plummer