AGREEMENT
BY AND AMONG
RIVERSOURCE LIFE INSURANCE COMPANY,
AMERIPRISE INDIA PRIVATE LIMITED, AND
AMERIPRISE FINANCIAL, INC.
(A/K/A SUPPLEMENTARY AGREEMENT NO. 1)
This Agreement (the "Agreement") is made on the 1st day of January, 2007 by
and among:
RiverSource Life Insurance Company, an insurance company organized under the
laws of the State of Minnesota and having its principal place of business in
Minneapolis, Minnesota (hereafter "RSLIC");
Ameriprise India Private Limited, a company incorporated in India under the
Companies Act of 1956 and having its registered office in New Delhi, India
(hereinafter "AIPL"); and
Ameriprise Financial, Inc., a Delaware corporation incorporated in the
United States of America and having its principal place of business in
Minneapolis, Minnesota (hereafter ("AFI").
WHEREAS
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I. RSLIC, AFI, and AIPL are affiliated with each other and are
members of the same holding company system for purposes of
Minnesota insurance law;
II. An Export Agreement dated June 1, 2006 exists between AFI and
AIPL (hereafter the "Export Agreement");
III. Pursuant to clause 2.3 of the Export Agreement, AFI desires to
add RSLIC as a "Designated Office", as that term is used in the
Export Agreement, for purposes of enabling AIPL to perform
certain activities for the benefit of RSLIC, including data
management, information analysis and control; and
IV. RSLIC, AFI, and AIPL desire to create this Agreement as a
supplement to the Export Agreement (to be known alternatively as
"Supplementary Agreement Number 1"), which Agreement shall
supercede and override such Export Agreement to the extent any
provisions are in conflict;
NOW THEREFORE, in consideration of their mutual covenants and agreements
contained herein, the parties agree as follows:
1. Activities. At the request of RSLIC and subject to RSLIC's sole
and exclusive right to control and manage its business, AIPL
shall perform for RSLIC those activities as are set forth on
Schedule A attached hereto and made a part hereof.
2. Regulatory Approval. RSLIC shall be responsible for obtaining
any required regulatory approvals from governmental authorities
in the United States
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for RSLIC to have AIPL perform the activities contemplated by
this Agreement. AIPL shall be responsible for obtaining any
required regulatory approvals from governmental authorities in
India for AIPL to perform the activities contemplated by this
Agreement. The parties specifically agree this Agreement shall
not become effective unless approved (affirmatively or through
the "deemer" process) by the Minnesota Commerce Department.
3. Designated Office. RSLIC shall be added as a Designated Office
for purposes of the Export Agreement.
4. Term. This Agreement shall take effect on January 1, 2007 and
shall remain in force until earlier of (i) termination of the
Export Agreement or (ii) termination of this Agreement by
exercising the termination procedures specified in Section 7 of
the Export Agreement with respect to RSLIC as a Designated
Office.
5. Compliance. RSLIC and AIPL shall work cooperatively to ensure
compliance with all relevant laws and regulations, including
laws applicable to RSLIC as an insurance company operating under
Minnesota statutes. RSLIC shall be responsible for informing
AIPL in writing of such laws and regulation as are applicable
for the activities to be performed by AIPL for RSLIC, as well as
any modifications or amendments thereto, and providing necessary
written instructions relating thereto so as to ensure that AIPL
is aware of and can comply with such legal requirements. AIPL
shall exercise ordinary care and reasonable diligence in the
performance of activities for RSLIC and represents itself to be
an experienced and qualified business entity for purposes of
undertaking such activities.
6. Control. The performance of activities by AIPL for RSLIC
pursuant to this Agreement shall in no way impair the control of
the business and operations of RSLIC by the RSLIC Board of
Directors. Notwithstanding the foregoing, AIPL shall retain
control of its own business and operations in its capacity as a
vendor performing activities for RSLIC.
7. Charges/Prices. RSLIC will pay AIPL for activities performed
pursuant to the terms of the Export Agreement in accordance with
the provisions thereof. The purchase price described in the
Export Agreement is designed to reflect the costs of AIPL in
performing such activities which are reasonably and equitably
attributable to activities performed for RSLIC, including
overhead, plus a reasonable mark-up consistent with commercial
standards and any regulatory requirements applicable to AIPL.
8. Accounting and Audits. AIPL shall be responsible for maintaining
full and accurate books, records, and accounts of all activities
performed pursuant to this Agreement as necessary to support the
accuracy of the charges/prices under this Agreement. RSLIC, upon
reasonable notice to AIPL, shall have the right to conduct an
audit, at its own cost, of such books, records, and accounts to
verify
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the performance of activities and computation of charges/prices
under this Agreement.
9. Ownership of Records. All insurance related records, books, and
files established and maintained on behalf of RSLIC by AIPL by
reason of AIPL's performance of activities under this Agreement
shall be property of RSLIC and shall be subject to examination,
at RSLIC cost, by RSLIC or by any governmental agency having
jurisdiction over RSLIC, including but not limited to the
Minnesota Commerce Department.
10. Governing Law. Notwithstanding provision 12 of the Export
Agreement, any claim or dispute arising out of this Agreement
which pertains specifically to compliance with insurance laws of
Minnesota or any other jurisdiction within the United States for
the activities performed by AIPL for RSLIC shall be governed by
and construed in accordance with such laws of Minnesota or such
other jurisdiction; any other claim or dispute which does not
pertain to or arise out of such insurance laws shall be governed
by and construed in accordance with the laws of India.
11. Notice. All notices provided by one party to another shall be
deemed to be given when delivered by hand to an officer of the
other party or when mailed through the United States or Indian
Postal Service, as the case may be, as first class certified or
registered mail, overnight courier, or telecopier, addressed:
i) RiverSource Life Insurance Company:
RiverSource Life Insurance Company
249 Ameriprise Financial Center
Minneapolis, Minnesota 55474
Attention: Timothy V. Bechtold
ii) Ameriprise India Private Limited
Ameriprise India Private Limited
4th Floor Palm Court Building
Sukhrali Road, Opposite Sector 14
Maharana Pratap Chowk I Gurgaon 22002, India
Attention: Manjul Grover
iii) Ameriprise Financial, Inc.
Ameriprise Financial, Inc.
1765 Ameriprise Financial Center
Minneapolis, Minnesota 55474
Attention: David K. Stewart
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12. Arbitration. Notwithstanding section 16 of the Export Agreement,
any unresolved dispute arising under this supplementary
agreement between AIPL and/or RSLIC and/or AFI shall be decided
by arbitration as follows. The arbitration shall be conducted by
a sole arbitrator selected by unanimous agreement of the
concerned parties hereto as the case may be. Decisions of the
arbitrator shall be final and there shall be no appeal from the
arbitrator's decisions. The arbitration shall be conducted in
accordance with the rules of the American Arbitration
Association unless the concerned parties decide otherwise in
which case the applicable rules shall be as agreed to by the
concerned parties. The place of arbitration shall be
Minneapolis, Minnesota, USA, in the event AIPL invokes
arbitration proceedings or New Delhi, India, in the event RSLIC
or AFI invoke the arbitration proceedings, as the case may be.
13. Effect. This Agreement, together with the Export Agreement, and
together with such amendments as may from time to time be
executed in writing by the parties, constitutes the entire
agreement and understanding between the parties in respect of
the transactions contemplated hereby and supersedes all prior
agreements, arrangements and understandings relating to the
subject matter hereof including the "Supplementary Agreement No.
1" between the parties hereto dated June 8, 2006.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date indicated above:
RIVERSOURCE LIFE INSURANCE COMPANY
By: /s/ Timothy V. Bechtold
-----------------------
Timothy V. Bechtold
Date: 12/21/2006
AMERIPRISE INDIA PRIVATE LIMITED
By: /s/ Manjul Grover
-----------------------
Manjul Grover
Date: 12/27/2006
AMERIPRISE FINANCIAL, INC
By: /s/ David K. Stewart
-----------------------
David K. Stewart
Date: 12/21/2006
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SCHEDULE A
Listed below are the activities to be performed by AIPL for RSLIC, as and
when desired, in accordance with the terms and conditions of the Agreement
to which this schedule is attached.
Bank Reconciliation
o Matching electronic account information received from outside banks
with RSLIC's general ledger and reconciling any differences.
o Fund accounts to be reconciled before the 17th workday of the month;
non-fund accounts to be reconciled before the end of the month.
o Includes answering inquiries by RSLIC management and contacting
appropriate parties to clear balance sheet and other items as
necessary.
o Does not include reconciliation of the common disbursement account for
payment of client funds, the image positive pay process, check copying
for response to service inquiries, physical handling of checks, and
tracking and storage of voided checks.
Corporate Purchasing Card Accounting
o Monthly processing of transaction data from American Express Global
Procurement (reflecting purchases by RSLIC departments using the
corporate purchasing card), reconciling such information with RSLIC's
general ledger, and taking steps necessary to facilitate RSLIC payment
to American Express Company (via AFI) for purposes of reimbursing
vendors and suppliers.
o Includes responding as necessary to inquiries by RSLIC departments
regarding corporate purchase card transactions.
Intercompany Payables/Receivables
o For purposes of accounting for intercompany receivables and payables
among RSLIC and its affiliates (which for purposes of this item shall
mean AFI and any of its subsidiaries), downloading data from the RSLIC
general ledger on a monthly basis and reconciling such information to
reflect agreed-upon payments among the affiliated companies; clear
items as necessary; arrange for and code payment for wire transfers
among the affiliated companies.
o Includes intercompany receivables payable by RiverSource mutual funds
to RSLIC for production/distribution of prospectuses and annual
reports.
Journal Ledger Data-Entry
o Daily entry of data into RSLIC's general ledger; entails receiving
detailed information from various sources (including Client and
Investment Accounting, bank reports, and other inputs) and entering
such information via uploading or entry of data into the RSLIC general
ledger.
o Includes compiling and maintaining journal ledgers in a manner readily
accessible to RSLIC for purposes of reports or inquiries.
Other Balance Sheet Accounts
o Reconciling and clearing any other balance sheet account items not
specifically identified above to the extent necessary for RSLIC
bookkeeping or as agreed upon by the parties.
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