INVESTMENT MANAGEMENT AND SERVICES AGREEMENT
BETWEEN
RIVERSOURCE LIFE INSURANCE COMPANY
AND
RIVERSOURCE INVESTMENTS, LLC
This Investment Management and Services Agreement (the "Agreement") by and
between RiverSource Life Insurance Company (the "Company") and RiverSource
Investments, LLC (the "Investment Manager") is effective the 1st day of
January 2007.
Whereas the Company is a life insurance companies domiciled in the state of
Minnesota (the "Relevant State"); and
Whereas the Company owns assets that it wishes to invest in securities
permitted for domestic life insurance companies under the laws of the
Relevant State; and
Whereas, the Company wishes the Investment Manager to provide investment
management and asset-liability management services for its investments; and
Whereas the Investment Manager is a Minnesota limited liability company that
has extensive experience in and an established infrastructure for the kind
of investment management and asset-liability management services
contemplated for the Company; and
Whereas, the Investment Manager or an affiliate has historically provided
investment management and asset-liability management services for the
Company and the Company wishes to continue to obtain such services under
this Agreement.
NOW THEREFORE; it is mutually agreed:
1. OWNERSHIP OF INVESTMENTS. The investments managed by the Investment
Manager under this Agreement shall be those securities held in one or more
accounts identified from time to time by the Company and agreed upon by the
Investment Manager (collectively, the "Account"), which is identified in
Exhibit A annexed to and made a part of this Agreement. The term
"Investments" as used herein shall refer to the securities held in the
Account as well as any investments that the Investment Manager shall
determine should be entered into on behalf of the Company including but not
limited to equities of all types and kinds, bonds, debentures, notes, bank
deposits, banker's acceptances, repurchase agreements, mutual fund shares,
money market instruments, real property, mortgage loans, derivatives and
leveraged loans. It is agreed that at all times the Company's Investments
are owned by the Company.
2. INVESTMENT MANAGEMENT. Subject to the oversight of the Board of Directors
of the Company and the Investment Committee thereunder, the Investment
Manager shall manage the Investments of the Company, including the purchase,
retention and disposition thereof, in accordance with the Investment
Guidelines (as hereinafter defined) of the Company, a copy of which is
annexed as Exhibit B.
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a. In connection therewith, the Investment Manager shall:
(i) provide continuous, discretionary investment management services for the
Investments;
(ii) determine from time to time what Investments will be purchased,
retained, or sold and what portion, if any, of the assets will be invested
or held uninvested as cash, in accordance with the directions of the Board
or the Investment Committee; and
(iii) act as agent and attorney-in-fact to act on behalf of the Account with
respect to purchases, sales, exchanges, conversions and other transactions
in the Investments.
b. In the performance of its duties and obligations under this Agreement,
the Investment Manager shall act in conformity with the Investment
Guidelines of the Company and under the oversight of the Investment
Committee and the Company's Board of Directors, and consistent with
applicable laws and regulations, as furnished in accordance with Section 5
below, and such other information furnished to it by the Company as
described under Section 5 below.
c. The Investment Manager shall be responsible for and shall vote proxies
from the issuers of any Investments in the Account in a manner consistent
with the proxy voting policies of the Investment Manager in effect from time
to time. The Investment Manager shall not be responsible for any other
corporate actions relating to the Account, including administrative filings
such as proofs of claims or claims in class actions. However, the Investment
Manager will assist the Company with respect to these matters by providing
historical transaction information as reasonably requested by the custodian
or the Company.
d. The Investment Manager shall provide the Company, any of the Company's
agents and employees and the Investment Committee with reasonable access to
information regarding its internal operating procedures and guidelines, as
they pertain to the Investments held by the Company.
e. The Investment Manager shall provide the Company with further assistance
reasonably related to the foregoing services in a prompt and responsive
manner.
f. The parties further agree that the Investment Manager shall have no
responsibility with respect to assets credited to the Account, or held
outside the Account, to the extent the Company or the Investment Committee
has provided directions for the acquisition, holding or disposition of those
assets, or with respect to assets over which the Investment Manager has no
authority or control.
g. The Investment Manager shall attend periodic meetings with the Investment
Committee in person or by telephone, as reasonably requested and provide
such information or reports at such times and in such manner as the Company
may reasonably request.
h. The Investment Manager shall perform its duties and obligation hereunder
through its officers, directors, partners and employees. In rendering the
services contemplated by this Agreement, the Investment Manager may utilize
the services of an affiliate or enter into
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agreements with unaffiliated third parties pursuant to which the third parties
may assist it in performing any of the services set forth in this Agreement;
provided, however, that the Investment Manager shall obtain prior written
approval of the Company prior to engaging any unaffiliated third party to
provide the core investment management or asset-liability management services
contemplated under this Agreement. The Company acknowledges and agrees that
the Investment Manager may retain one or more third-party pricing services and
one or more proxy voting agents to assist in the execution of proxy votes.
3. ASSET-LIABILITY MANAGEMENT. During the term of this Agreement, the
Investment Manager shall provide asset-liability services with respect to
the Investments designed to assist the Company in managing the relationship
between its assets and liabilities. In connection therewith, the Investment
Manager shall:
a. measure, monitor and recommend strategies to manage interest-rate risk
through strategies that fit within the Company's overall objectives
described in the Investment Guidelines (defined below); and
b. prepare and deliver such asset/liability reports, and responses to other
reasonable requests for specific recommendations and input, as the Company
or the Investment Committee may reasonably request from time to time.
4. OTHER SERVICES.
(a) For the avoidance of doubt the Investment Manager shall have no
responsibility under this Agreement for matters which are not described herein
("Additional Services").
(b) Where the Company requests the Investment Manager to perform any
Additional Services, it shall be for both parties to agree the extent and the
terms upon which such Additional Services are to be provided pursuant to a
separate written Agreement between the parties.
5. INFORMATION FURNISHED TO THE INVESTMENT MANAGER. Consistent with the
provisions of Section 1 hereof, the Company shall make available to the
Investment Manager such information as to the Company's Investments,
investment portfolio requirements, quantitative requirements, liability and
such other information as will reasonably enable the Investment Manager to
furnish the services under this Agreement including, but not necessarily
limited to, a statement of the requirements, if any, imposed by law upon the
type, distribution and quality of the Investments (or by other law
applicable to the Company's business with respect to the Investments) and
such investment policies, objectives and guidelines as the Company shall
state (collectively, the "Investment Guidelines"), which may be amended from
time to time by the Company. To the extent the Company provides the
Investment Manager with its overall investment policy or other governing
documents, the Investment Manager shall be responsible for, and shall
construe as "Investment Guidelines," only the portion of the investment
policy relating to Investment Manager's activities with respect to the
Account. The Company shall communicate any changes in the Investment
Guidelines to the Investment Manager in writing at least ten (10) business
days before the date on which they shall become effective. The Company
agrees to give the
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Investment Manager prompt written notice if the Company believes any Account
recommendations, advice or Investments are in violation of the Investment
Guidelines.
For purposes of this Section 5, the requirements imposed by law upon the
type, distribution and quality of the Investments, or by other law
applicable to the Company's business with respect to the Investments, shall
include the law of the Relevant State applicable to life insurance companies
domiciled within the Relevant States. These requirements shall include not
only the requirements of the Relevant States' Insurance Law, but also the
requirements of all Regulations, Circular Letters and Administrative
Guidelines of the Relevant State's Insurance Departments relating to the
investment of funds for the Company.
The Company will furnish to the Investment Manager any other information
that the Investment Manager may reasonably request with respect to the
services performed or to be performed by the Investment Manager under this
Agreement.
The Investment Manager shall at all times use its best efforts to comply
with the Investment Guidelines and the instructions of persons designated by
the Company. In determining the requirements and limitations of any laws
governing the investments managed under this Agreement, the Investment
Manager may rely on an interpretation of such laws by counsel to the
Company.
6. RECORDS. The Investment Manager will maintain all records, memoranda,
instructions or authorizations which the Company has described in reasonable
detail to the Investment Manager as required by law, or for tax purposes,
and relating to the acquisition or disposition of Investments by the
Investment Manager for the Company. Such records, memoranda, instructions
and authorizations shall be the property of the Company. To the extent
practicable, the Investment Manager will make available to the Company, at
its administrative offices, copies or originals of such records, memoranda,
instructions or authorizations upon reasonable request and, as necessary, to
comply with its obligations hereunder. In addition, all such records,
memoranda, instructions or authorizations shall be available to the Company
for audit and inspection during the Investment Manager's regular business
hours at the Investment Manager's place of business. All such records,
memoranda, instructions or authorizations shall also be made available to
any regulatory authorities with supervision over the Company, upon request.
If this Agreement is terminated, then to the extent practicable, the
Investment Manager will turn over all such records, memoranda, instructions
and authorizations to the Company upon reasonable request, but shall be
permitted to make copies of them before turning them over to the Company and
shall be permitted to retain such copies.
7. BROKERAGE. The Investment Manager is authorized to use its discretion to
select the brokers or dealers that will execute transactions in Investments
for the Account and the Investment Manager will use its best efforts to
obtain the best available price and most favorable execution, consistent
with this Agreement. The Investment Manager may effect individual
transactions in Investments at commission rates in excess of the minimum
commission rates available, to the extent authorized by law, if the
Investment Manager determines in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular
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transaction or the Investment Manager's overall responsibilities
with respect to the Investments. The Company understands that the Company
may not receive best execution in any individual transaction.
The Company may give the Investment Manager reasonable written requests
directing brokerage to certain broker-dealers. To the extent the Company
wishes to establish a directed brokerage arrangement, the Company shall send
a written instruction to the Investment Manager naming the broker-dealer and
describing the nature of the brokerage direction or the directed commission
arrangement. Any such directed brokerage arrangement shall be subject to the
Investment Manager's prior approval. The Investment Manager shall not be
responsible for any loss caused by any act or omission of any broker-dealer;
provided, however, that with respect to any broker-dealer that has been
selected by the Investment Manager, the Investment Manager has acted
prudently in such selection.
8. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
a. The Company represents and warrants that:
(i) It is duly authorised to retain the Investment Manager and to
exercise its powers and obligations under this Agreement; and
(ii) It complies with all applicable laws, regulations and codes of
conduct to which it is subject in carrying out its obligations under
this Agreement.
(iii) Each person identified by the Company as authorized and
empowered to provide instructions related to this Agreement on behalf
of the Company has been duly authorized by the Company to do so.
(iv) The Company is and will continue to be the owner of all assets in
the Account, and will inform the Investment Manager if there are any
restrictions on transfer of any Investments.
(vi) The Company is establishing and will be maintaining the Account
solely for the purpose of investing the Investments and not with a
view to obtaining information regarding portfolio holdings or
investment decisions in order to effect securities transactions based
upon such information or to provide such information to another party.
The Company and its authorized persons shall not use Account holdings
information for any of the foregoing purposes.
b. The Investment Manager shall be entitled to rely on the foregoing as
continuing representations and warranties by the Company until such time as
the Company notifies the Investment Manager in writing to the contrary.
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9. REPRESENTATIONS AND WARRANTIES OF THE INVESTMENT MANAGER.
a. The Investment Manager represents and warrants that:
(i) It is duly organized and validly existing under the laws of its
place of organization
(ii) It is registered with the U.S. Securities and Exchange Commission
as an investment adviser and is duly authorized to carry out its
investment management business and to exercise its powers and
obligations under this Agreement;
(iii) It shall notify the Company if its authorization to act as an
investment adviser is materially altered, revoked or suspended; and
(iv) It complies with all applicable laws, regulations and codes of
conduct to which it is subject in carrying out its obligations under
this Agreement.
b. The Company shall be entitled to rely on the foregoing as continuing
representations and warranties by the Investment Manager until such time as
the Investment Manager notifies the Company in writing to the contrary.
10. LIMITATION OF LIABILITY. In furnishing the Company with services as
provided herein, the Investment Manager (including any officer, director or
agent) shall exercise its best judgment and shall not be held liable to the
Company, its creditors or the holders of its securities or deposits for
errors of judgment or for any loss except a loss resulting from the willful
misfeasance, bad faith or negligence in the performance of its duties, or
reckless disregard of its obligations and duties under the terms of this
Agreement. The U.S. federal securities laws impose liabilities under certain
circumstances on persons who act in good faith, and therefore nothing herein
shall in any way constitute a waiver or limitation of any rights which the
Company may have under any U.S. federal securities laws. It is further
understood and agreed that the Investment Manager may rely upon information
furnished to it by the Company that it reasonably believes to be accurate
and reliable. The Company understands and acknowledges that the Investment
Manager does not warrant any rate of return, market value or performance of
any Investments in the Account.
11. INDEMNIFICATION.
a. The Investment Manager shall indemnify the Company against any and all
loss, liability, claim, damage or expense (including reasonable
attorney's fees) whatsoever suffered or incurred by the Company in
connection with or arising out of the Investment Manager's material
breach of any of the terms of this Agreement or law applicable to it,
except to the extent such loss, liability, claim damage or expense was
a direct result of the negligence, bad faith, or willful misconduct of
the Company or any of its employees, agents, affiliates or other
entities acting on its behalf. This indemnity shall remain in full
force and effect regardless of any termination of this Agreement.
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b. The Company shall indemnify the Investment Manager against any and all
loss, liability, claim, damage or expense (including reasonable
attorney's fees) whatsoever suffered or incurred by the Investment
Manager in connection with or arising out of the Company's material
breach of any of the terms of this Agreement or law applicable to it,
except to the extent such loss, liability, claim damage or expense was
a direct result of the negligence, bad faith, or willful misconduct of
the Investment Manager or any of its employees, agents, affiliates or
other entities acting on its behalf. This indemnity shall remain in
full force and effect regardless of any termination of this Agreement.
c. The following indemnification procedures shall apply to the extent
indemnification is sought pursuant to Section 11 a. or b. above.
(i) The party seeking indemnification (the "Indemnified Party") shall
promptly notify the party from whom indemnification is sought (the
"Indemnifying Party") after becoming aware of, and shall promptly
provide to the Indemnifying Party all information and documentation
necessary to support and verify, any damages that the Indemnified
Party shall have determined have given or could give rise to an action
for indemnification hereunder. The Indemnifying Party shall be given
access to all books, records and information in the possession or
under the control of the Indemnified Party which the Indemnifying
Party reasonably determines to be related to such action.
(ii) Any claim arising from, or which is the subject of, any action
shall be paid after such action and the liability for damages
thereunder have been finally determined. An action and the liability
for damages thereunder shall be deemed to be "finally determined" when
the parties to such action have so determined by mutual agreement or,
if disputed, when a final non-appealable order of a court or
arbitrator having competent jurisdiction has been entered.
(iii) In any pending or threatened claim, action, suit or proceeding
in which indemnification may be sought, including without limitation
any third party actions, the Indemnified Party shall not, without the
prior written consent of the Indemnifying Party, settle, compromise or
consent to the entry of any judgment.
(iv) Promptly after receipt by the Indemnified Party of notice of the
commencement of any action to which the Indemnifying Party is not a
party, the Indemnified Party shall, if a claim for the indemnification
for such action may be made against the Indemnifying Party, notify the
Indemnifying Party in writing of its commencement. Any failure or
delay in so notifying the Indemnifying Party shall not relieve the
Indemnifying Party of its obligations to indemnify pursuant to the
terms and provisions of this Agreement, except to the extent that the
Indemnifying Party is materially prejudiced thereby.
(v) The Indemnifying Party shall be entitled to assume the defense of
any such action with counsel satisfactory to the Indemnified Party;
provided, however, that upon the request of the Indemnified Party, the
Indemnifying Party shall provide reasonable evidence of its ability to
perform its obligations hereunder.
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(vi) After notice from the Indemnifying Party to the Indemnified Party
of its election to assume the defense thereof, the Indemnifying Party,
at its sole cost, shall have the right to conduct and have control
over the negotiations, settlement, defense, payment, or other
proceedings and dispositions of such action.
(vii) After notice from the Indemnifying Party to the Indemnified
Party of its election to assume the defense thereof, the Indemnifying
Party shall not be liable to the Indemnified Party under the foregoing
indemnification provisions for any legal or other expenses
subsequently incurred by the Indemnified Party in connection with the
defense thereof other than (1) those relating to the investigation of
such action or the furnishing of documents or witnesses in connection
with such action and (2) all reasonable fees and expenses of separate
counsel retained by the Indemnified Party if (i) the Indemnifying
Party shall have agreed to the retention of such counsel or (ii) the
Indemnifying Party and the Indemnified Party, on the advice of their
respective counsel, shall have concluded that the representation of
them by the same counsel would be inappropriate due to their actual or
potential differing interests in the conduct of the defense of such
action.
(viii) In any action or proceeding the defense of which the
Indemnifying Party assumes, the Indemnified Party shall have the right
to participate and retain counsel at its own expense.
12. COMPENSATION TO THE INVESTMENT MANAGER. The Company agrees to reimburse
Investment Manager at cost for services provided by Investment Manager
pursuant to this Agreement. The charge to the Company for such services
shall include all direct and indirectly allocable expenses. The methods for
allocating expenses to the Company shall be in accordance with the
requirements of the insurance holding company system laws of the Relevant
State. Such methods shall be modified and adjusted by mutual agreement where
necessary or appropriate to reflect fairly and equitably the actual
incidence of expense incurred by the Investment Manager on behalf of the
Company. The method of allocating costs hereunder and the payment thereof
shall be determined in the following manner:
a. The cost of services performed by the Investment Manager that are
identifiable as expenses incurred directly and exclusively for the
benefit of the Company shall be charged to the Company. In addition,
the Company shall be responsible for any and all custodial fees,
brokerage commissions, transfer taxes, and for all other reasonable
out-of-pocket expenses incurred in connection with the services
provided under this Agreement
b. The cost of services performed by the Investment Manager that are not
identifiable as expenses incurred directly and exclusively for the
benefit of the Company shall be allocated and charged to the Company
in conformity with customary insurance accounting practices.
c. For services rendered under this Agreement, payment shall be made by
the Company to the Investment Manager on a monthly basis within thirty
(30) days of invoice or other notice. The parties agree that during
the course of any given month the Company may make reasonable
estimated payments for part or all of the monthly cost in which case
such payment shall be offset against the actual amount otherwise due
at the end of the
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month under this Agreement. The parties also agree that, at the option
of the Company, the Company may reimburse Investment Manager based
upon Investment Manager's good faith estimate of the monthly costs for
some or all of the services provided hereunder, in which case there
shall be a final adjustment made within thirty (30) days after
completion of Investment Manager's cost analysis performed at least
annually.
For purposes of allocating costs under this Agreement, the Company and
Investment Manager shall rely on their internal accounting and allocation
system then in effect, that system currently being the Management Accounting
and Reporting System ("MARS"), which utilizes a product factor methodology
for certain services and rate-volume formulas for other services, in order
to ensure fair and reasonable allocations of income and expenses among
affiliated entities.
13. ASSIGNMENT. No assignment, as defined by Section 202 of the Investment
Advisers Act of 1940 (the "Advisers Act"), of this Agreement by the
Investment Manager shall be effective without the consent of the Company.
14. TRANSACTIONS FOR THE INVESTMENT MANAGER AND OTHER ACCOUNTS. The Company
recognizes that the Investment Manager and its affiliates provide and may
continue to provide asset management, research, brokerage, investment
advisory and other services to other institutions and other persons, or for
their own account or the accounts of other affiliates, which may or may not
have investment policies and investments similar to those of the Company.
The Investment Manager shall be free to provide such investment advice and
other services and the Company hereby consents thereto. The Company
recognizes that the Investment Manager and its affiliates may give advice
and take action in the performance of duties to other clients that may
differ from the advice given, or the timing and nature of action taken, with
respect to the Account, and that the Investment Manager and its affiliates
may trade and have positions in investments of issuers and that the Company
may own equivalent or related Investments in such issuers, and where action
may or may not be taken or recommended for the Account. Nothing in this
Agreement shall be deemed to impose upon the Investment Manager or its
affiliates any obligation to purchase or sell, or recommend for purchase or
sale for the Account or with regard to derivatives, any security or any
other property which the Investment Manager or its affiliates may purchase,
sell or hold for their own accounts or the account of any other client.
By reason of their various activities, the Investment Manager and its
affiliates may from time to time acquire information about various
corporations and their securities. The Company recognizes that the
Investment Manager may not always be free to divulge such information, or to
act upon it.
15. RECEIPT BY THE COMPANY OF DISCLOSURE DOCUMENT. By appointing the
Adviser, the Company acknowledges that the Company has received a copy of
Part II of the Investment Manager's Form ADV or other brochure meeting the
requirements of Rule 204-3 under the Advisers Act ("Investment Manager
Disclosure Brochure"). If the Company did not receive the Investment Manager
Disclosure Brochure at least 48 hours prior to appointing the Investment
Manager, the Company may terminate the authority granted to the Investment
Manager pursuant to this Agreement without penalty within five (5) business
days of appointing the Investment Manager.
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16. INDEPENDENT CONTRACTOR. The Investment Manager shall be deemed to be an
independent contractor and, except as expressly provided or authorized in
this Agreement, shall have no authority to act for or represent the Company.
The Company shall always retain the ultimate authority to make investment
decisions and decisions about other services on its own behalf. Investments
made or held for the Account, or otherwise, under this Agreement shall at
all times be within the control of the Board of Directors of the Company.
17. ERISA. The Company represents and warrants that none of the Company's
assets managed or permitted to be managed under this Agreement is subject to
the Employee Retirement Income Security Act of 1974 ("ERISA"). The Company
further represents and warrants that, if any of such assets ever becomes
subject to ERISA, the Company will immediately so notify the Investment
Manager.
18. CONFIDENTIALITY. All information and advice furnished by the Investment
Manager to the Company under this Agreement shall be confidential and shall
not be disclosed to third parties, except as required by law. All
information furnished by the Company to the Investment Manager under this
Agreement shall be confidential and shall not be disclosed to any
unaffiliated third party, except as permitted or required by law, where it
is necessary to effect transactions or provide other services to the
Company, or where the Company requests or authorizes the Investment Manager
to do so.
The obligations under this Section 18 shall not apply to confidential
information to the extent such information (i) is or becomes published or
otherwise generally available to the public through no wrongful act of the
information recipient, (ii) is information which the information recipient
can show was properly in its possession prior to receipt from the
information owner, (iii) is or becomes available to the information
recipient from a source other than the information owner having no
obligation of nondisclosure with respect thereto, (iv) is information which
the information recipient can show was independently developed by the
information recipient, (v) is required by law to be disclosed, provided,
however, that the information recipient shall make reasonable efforts to
have confidential treatment accorded to the confidential information and, to
the extent permitted by law, shall make reasonable efforts to notify the
information owner as appropriate prior to disclosure thereof, or (vi) is
requested by any regulator, including any self-regulatory organization of
which the information recipient is a member, to be disclosed, provided,
however, that the information recipient will take reasonable steps to notify
the regulator of the confidential nature of the confidential information.
Notwithstanding anything in this Section 18 to the contrary, the Investment
Manager may share Confidential Information with its affiliates in accordance
with its privacy policies in effect from time to time.
19. NOTICES. Any notice under this Agreement shall be given in writing,
addressed, and delivered, or mailed postpaid, to the party to this Agreement
entitled to receive such, at such party's principal place of business as set
out here:
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INVESTMENT MANAGER:
RiverSource Investments, LLC
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Manager of Global Administration
With a copy to:
Ameriprise Financial, Inc.
50605 Ameriprise Financial Center
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Chief Legal Officer, RiverSource Investments, LLC
COMPANY:
RiverSource Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
with a copy to General Counsel
or to such other address as either party may designate in writing mailed
to the other.
20. LAW GOVERNING THIS AGREEMENT. For purposes of contract interpretation,
this Agreement shall be governed by the laws of the State of Minnesota. As
set forth in Section 5 of this Agreement, the requirements imposed by law
upon the type, distribution and quality of the Investments, or by other law
applicable to the Company's business with respect to the Investments, shall
include the law of the Relevant State applicable to life insurance companies
domiciled within the Relevant State.
21. TERMINATION. This Agreement shall continue and remain in effect for an
unlimited duration commencing on the date of this Agreement unless and until
terminated by either party as hereinafter provided. This Agreement may be
terminated be either the Company or Investment Manager at any given time by
giving the other party at least sixty days' previous written notice of such
intention to terminate.
22. AMENDMENT OF THIS AGREEMENT. This Agreement may be amended only by an
instrument in writing signed by the parties hereto.
23. ENTIRE AGREEMENT. This Agreement represents the entire agreement as to
its subject matter between the parties and supercedes any prior agreement
whether written or oral including but not limited to the "Investment
Management and Services Agreement" between the parties dated October 1,
2005. Nothing herein shall prevent any affiliate that has been appointed by
the
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Investment Manager to provide services under this Agreement from entering
into and/or retaining a separate agreement with the Investment Manager
and/or the Company where necessary to meet any requirements associated with
inter-company arrangements, provided, however, that the terms of any such
separate agreement shall not be in conflict with the terms of this
Agreement.
24. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each executed counterpart constituting an original but all
together only one Agreement.
25. USE OF NAME. Company agrees that the Investment Manager may identify
Company by name in Investment Manager's current client list. Such list may
be used with third parties.
26. ARBITRATION.
(A) COMPANY UNDERSTANDS AND AGREES THAT:
I) ARBITRATION IS FINAL AND BINDING ON THE PARTIES;
II) THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO JURY TRIAL;
III) PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN,
AND DIFFERENT FROM, COURT PROCEEDINGS;
IV) THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL
FINDINGS OR LEGAL REASONING, AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED; AND
V) THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
(B) ANY CONTROVERSY ARISING OUT OF, OR RELATING TO THE ACCOUNT, TO
TRANSACTIONS WITH THE INVESTMENT MANAGER OR ITS RESPECTIVE AGENTS AND/OR
EMPLOYEES, OR TO THIS AGREEMENT OR THE BREACH THEREOF, SHALL BE SETTLED BY
ARBITRATION AND CONDUCTED PURSUANT TO THE FEDERAL ARBITRATION ACT BEFORE THE
AMERICAN ARBITRATION ASSOCIATION OR THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS INC., THE CHICAGO STOCK EXCHANGE INC., THE NEW YORK STOCK EXCHANGE,
THE AMERICAN STOCK EXCHANGE TO THE EXTENT THE INVESTMENT MANAGER MAY BE A
MEMBER OF SUCH EXCHANGE, THE MUNICIPAL SECURITIES RULEMAKING BOARD OR THE
INDEPENDENT NON-INDUSTRY ARBITRATION FORUM AS COMPANY MAY ELECT. IF COMPANY
DOES NOT MAKE SUCH ELECTION BY REGISTERED MAIL ADDRESSED TO THE INVESTMENT
MANAGER AT THE INVESTMENT MANAGER'S MAIN OFFICE WITHIN 10 DAYS AFTER DEMAND
BY THE INVESTMENT MANAGER THAT COMPANY MAKE SUCH ELECTION, THE INVESTMENT
MANAGER MAY MAKE SUCH ELECTION. JUDGMENT UPON ANY AWARD RENDERED BY THE
ARBITRATORS MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
(C) NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO
ARBITRATION, NOR
Page 12 of 39
SEEK TO ENFORCE ANY PREDISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO
HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER OF A
PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS
ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (I) THE CLASS CERTIFICATION
IS DENIED; (II) THE CLASS IS DECERTIFIED; OR (III) THE COMPANY IS EXCLUDED
FROM THE CLASS BY THE COURT.
(D) SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT
CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT
STATED HEREIN.
27. MISCELLANEOUS.
(a) Severability. If any term of this Agreement is found to be invalid or
unenforceable, all other provisions will remain in force. The failure of the
Investment Manager to insist on strict compliance with this Agreement is not
considered a waiver of the Investment Manager's rights under this Agreement.
(b) Headings. All section and paragraph headings are for convenience of
reference only and do not form part of this Agreement.
(c) Force Majeure. No party to this Agreement will be responsible for
nonperformance resulting from acts beyond the reasonable control of such
party, provided that such party uses commercially reasonable efforts to
avoid or remove such causes of nonperformance and continues performance
under this Agreement with reasonable dispatch as soon as such causes are
removed.
28. AUTHORIZED PERSONS. The Investment Manager may rely upon, or act in
accordance with, instructions or information furnished to it that it
reasonably believes to be accurate or reliable. Such information or
instructions may be provided from directors, officers or employees of the
Company, the Investment Committee, or any committee that has been
established by the Company's parent company to provide guidance, strategy or
parameters for the investment of the Company's assets in accordance with the
Company's investment policy (e.g., Balance Sheet Management Committee or
Asset-Liability Committee).
29. CUSTODY. The Investment Manager shall not act as custodian for the
Account and shall not take possession of any Investments. The Company shall
maintain or establish, in the Company's name, an account with a
broker-dealer, bank or trust company in which the Company shall maintain or
deposit the assets managed or permitted to be managed under this Agreement.
The broker/dealer, bank or trust company selected by the Company shall be
the custodian of the Investments. The custodian designated by the Company
may be an affiliate of the Investment Manager. The Company will cause the
custodian to take all necessary steps to settle purchases, sales and trades
made on behalf of the Account, including delivery of certificated
securities, payments of funds and such other acts as may be necessary to
fulfill such custodial responsibilities. The Investment Manager shall give
notice and directions with respect to transactions in a manner that shall be
agreed upon with the custodian. The Investment Manager shall not be
responsible for any loss caused by any act or omission of the custodian. The
Page 13 of 39
Company shall execute any and all documents that the Investment Manager may
from time to time transmit to the Company for the purpose of carrying out
securities transactions for the Account.
THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN SECTION 26.
In witness whereof, the parties hereto have executed the foregoing Agreement
effective as of the day and year first above written.
RIVERSOURCE LIFE INSURANCE COMPANY RIVERSOURCE INVESTMENTS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------ -----------------------
Print name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Print name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Print title: President Print title: Executive Vice President
Page 14 of 39
EXHIBIT A
ACCOUNTS
--------
The portfolios of investments subject to this Agreement are the assets in
the following accounts of the Company and any successor accounts:
Account 907
General Account 909
Account 949
Payout Segment Account 970
MGA Account 275
MVA Account 276
Page 15 of 39
EXHIBIT B
INVESTMENT GUIDELINES
---------------------
Pursuant to Section 5 of the Investment Management and Services Agreement by
and between RiverSource Life Insurance Company (the "Company") and
RiverSource Investments, LLC (the "Investment Manager"), the Investment
Manager shall be responsible for, and shall construe as "Investment
Guidelines," only the portion of the following investment policy relating to
Investment Manager's activities with respect to the Account.
RIVERSOURCE LIFE INSURANCE COMPANY
INVESTMENT POLICY
I. PURPOSE
This document represents RiverSource Life Insurance Company's ("Company")
written investment policy as required under sections 60A.112 and 60L.06 of
Minnesota Statutes. This investment policy is approved by the Company's
Board of Directors in order to provide guidance for investment decisions by
company management. It shall be reviewed and re-approved by the Board no
less often than once every twelve months.
II. INVESTMENT MANAGEMENT AND PROCEDURES
The Company's parent company, Ameriprise Financial, Inc. (AMPF), has
established the Balance Sheet Management Committee (BSMC) to provide
guidance for overall objectives, strategy and parameters for the proper and
prudent investment of AMPF and its subsidiaries' assets on a consolidated
basis. The BSMC generally will consist of the chief executive officer and
other senior executives of AMPF.
AMPF has also established an Asset-Liability Committee (ALCO) comprised of
investment, actuarial, finance, product development and risk management
personnel that will meet periodically to discuss guidance from the BSMC and
to review economic conditions, product development initiatives, sales
forecasts and the investment transactions of AMPF and its subsidiaries on a
consolidated basis.
The ALCO will measure, monitor, and recommend strategies to manage risks
that the Company takes, including interest rate risk, credit risk and
operational risk, consistent with AMPF's overall investment objectives, on a
consolidated basis, and protect AMPF on a consolidated basis against severe
income losses should these risks move adversely. The ALCO will be expected
to use sophisticated risk measurement and management tools, including gap
analyses, simulation models, and duration/market valuation analyses, as
appropriate. Incorporated into these tools is
Page 16 of 39
extensive, detailed modeling of asset and liability cash flows, asset yield
sensitivities, and liability rate crediting practices.
RiverSource Investments, LLC is responsible for managing the Company's
assets consistent with the guidance from the BSMC and the ALCO and under the
oversight of the Company's Board of Directors or, as the Board may from time
to time establish and authorize, its Investment Committee.
In the event of any inconsistency between the BSMC's and ALCO's guidance for
AMPF's consolidated assets and regulatory requirements for the Company, the
Board of Directors or the Investment Committee will promptly seek revised
guidance from the BSMC and ALCO or its designee.
The Board of Directors or the Investment Committee and others responsible
for the Company's investments shall evaluate the following factors and
consider them along with the Company's business in determining whether an
investment portfolio or investment policy is prudent:
(1) general economic conditions;
(2) the possible effect of inflation or deflation;
(3) the expected tax consequences of investment decisions or strategies;
(4) the fairness and reasonableness of the terms of an investment
considering its probable risk and reward characteristics and
relationship to the investment portfolio as a whole;
(5) the extent of the diversification of the Company's investments among
individual investments, classes of investments, industry
concentration, dates of maturity, and geographic areas;
(6) the quality and liquidity of investments in affiliates;
(7) the investment exposure to the following risks, quantified in a manner
consistent with the Company's acceptable risk level identified in the
guidelines in this Investment Policy: liquidity; credit and default;
market; call, prepayment and extension; currency; and foreign
sovereign;
(8) the amount of the Company's assets, capital and surplus, premium
writings, insurance in force, and other appropriate characteristics;
(9) the amount and adequacy of the Company's reported liabilities;
Page 17 of 39
(10) the relationship of the expected cash flows of the Company's assets
and liabilities, and the risk of adverse changes in the company's
assets and liabilities;
(11) the adequacy of the company's capital and surplus to secure the risks
and liabilities of the company; and
(12) any other factors relevant to whether an investment is prudent.
Day-to-day management of the Company's investment assets is carried out by
RiverSource Investments, LLC, pursuant to the strategy and standards
established or approved by the Board of Directors or the Investment
Committee and guidance from the ALCO and BSMC, subject to the procedure for
any regulatory inconsistency as described above. The process of approving
investment transactions depends upon the transaction type. Any purchase or
sale recommendation for below-investment grade or private placement
transactions in fixed-income securities or commercial mortgage loans must be
reviewed and approved by a Vice President or an Assistant Vice President -
Investments of the Company, in accordance with the Company's procedures and
practices for these types of transactions. Any other below- investment-grade
investments and investments which are rated by a nationally recognized
rating agency as investment grade are reviewed and approved and ratified at
the Board of Directors or Investment Committee meetings. The Company's Board
of Directors and Investment Committee restrict investments so as to comply
with the limitations imposed by Minnesota Statutes sections 60L.01 through
60L.15. A summary of Minnesota's relevant investment laws is attached to and
made a part of this policy. The Board of Directors and the Investment
Committee also comply with the AMPF consolidated credit exposure guidelines.
III. INVESTMENT OBJECTIVE AND STRATEGY
The broad investment objective is for the Company to achieve a competitive
portfolio yield consistent with acceptable risk standards established or
approved by the Board of Directors or the Investment Committee consistent
with the guidance from the BSMC and the ALCO. The Company will take
reasonable steps to prudently manage three primary kinds of risk: credit
risk, asset-liability matching, and liquidity.
A. Credit Risk. The Company manages credit risk through a combination of
thorough credit analysis and broad diversification. The creditworthiness of
portfolio holdings is monitored by a staff of credit and commercial mortgage
analysts. In selecting new investments as well as monitoring existing
holdings, credit analysts prepare internal ratings based on standards
established by RiverSource Investments, LLC, in addition to using NAIC and
public ratings.
Broad diversification is achieved through exposure to numerous industries
over a spectrum of numerous businesses. With respect to commercial mortgage
loans, broad diversification shall be achieved through a balanced
distribution of property types and geographic locations.
RiverSource Investments, LLC will provide information and documentation to
AMPF's Investment Accounting Department and Controllership Area concerning
impaired securities.
Page 18 of 39
Based on this material, the Investment Accounting Department and
Controllership Area will record the appropriate investment write-downs
pursuant to Minnesota/NAIC investment laws and other applicable accounting
regulations. On a quarterly basis, RiverSource Investments, LLC shall
prepare a report listing all such securities for review by the Company's
Board of Directors or the Investment Committee.
B. Asset-Liability Management. Investment assets of the Company shall be
invested, consistent with the guidance from the BSMC and the ALCO, in asset
portfolios which have characteristics compatible with the insurance and
annuity liability portfolios and management of interest rate risk.
The Company also fully supports the Valuation Actuary concept and performs
cash flow testing as required by the standard valuation laws. The objective
of the cash flow testing is to examine the appropriateness of the Company's
assets to meet its obligations to policy owners under a broad range of
interest rate scenarios.
The Company's hedging of investment assets and policy liabilities taken as a
whole shall be consistent with the Derivatives Policy that is attached to
and hereby made a part of this Investment Policy.
C. Liquidity Risk. The Board of Directors or the Investment Committee shall
establish or approve standards to ensure that sufficient funds are available
to pay contract and policyholder obligations as they arise. Liquidity risk
shall be managed primarily by maintaining a high percentage of invested
assets in publicly traded securities with a broad range of maturities.
Securities with limited liquidity, such as private placements, commercial
mortgage loans, and below investment grade instruments shall comprise a
minority position in the portfolio relative to public investment grade
holdings.
IV. TRANSACTIONS WITHIN A HOLDING COMPANY SYSTEM
RiverSource Investments, LLC shall comply with Minnesota insurance laws
governing holding companies, including, but not limited to, M.S.A. Section
60D.20.
V. INVESTMENT ACCOUNTING
The Company investment accounting personnel, in consultation with the
Company's Controllership area, are responsible for applying the appropriate
accounting treatment for each investment made by the Company. Such decisions
are made in consultation with AMPF accounting and tax personnel and the
Company's outside auditors.
VI. COMMERCIAL MORTGAGE LOAN POLICY
The Company shall develop and maintain a separate investment policy relating
to commercial mortgage loans. That policy is attached to and made a part of
this Investment Policy.
Page 19 of 39
VII. CONFLICT OF INTEREST
The Company's officers, directors, and Investment Committee members are
prohibited from borrowing funds from the Company or from receiving any
compensation, gift, or other consideration from any person or entity in
which the Company makes an investment.
VIII. COMPLIANCE
The Board of Directors shall make a determination on an annual basis that
the Company is in compliance with these procedures and shall adopt a
resolution to that effect. A record of the resolution shall be made and
filed with the Department of Commerce.
Page 20 of 39
INVESTMENT LIMITATIONS FOR INSURERS
UNDER MINNESOTA PRUDENT PERSON LAW
This is not an exhaustive summary of the law. For a more complete statement
of the law, see Minnesota Statutes section 60D.20 and sections 60L.01
through 60L.15.
So long as Minnesota Statutes sections 60L.01 through 60L.15 apply to
RiverSource Life Insurance Company ("Company"), the Company must meet a
minimum asset requirement. The minimum asset requirement, set out in section
60L.01, subdivision 11, is the sum of the Company's liabilities, other than
the asset valuation reserve, voluntary investment reserves and liabilities
on separate accounts, and its minimum financial security benchmark. Section
60L.03, subdivision 1, provides as a practical matter that the Company's
minimum financial security benchmark is the authorized control level
risk-based capital applicable to the Company as defined under section
60A.60, subdivision 11, clause (3).
Section 60L.11, subdivision 1, provides that invested assets may be counted
toward satisfaction of the minimum asset requirement only as far as they are
invested in compliance with sections 60L.01 through 60L.15 and orders issued
by the Minnesota commerce commissioner, and that assets other than invested
assets may be counted at admitted annual statement value.
Section 60L.07 sets out classes of investments that may be counted for
purposes of section 60L.11, whether they are made directly or through a
partnership, joint venture or limited liability company. Section 60L.08
establishes limitations on the investments that may be made in most of the
classes of investments set out in section 60L.07. These classes of
investments and limitations are as follows:
1. Cash in the direct possession of the insurer or on deposit with a
----
financial institution regulated by any federal or state agency of the
United States. Section 60L.07(1).
Limitation: None specified.
2. Bonds, debt-like preferred stock, and other evidences of indebtedness
---------------------------------------------------------------------
of governmental units in the United States or Canada, or the
instrumentalities of the governmental units, or private business
entities domiciled in the United States or Canada, including
asset-backed securities and SVO listed mutual funds. Section
60L.07(2). (SVO listed mutual funds are money market mutual funds or
short-term bond funds that are registered with the Securities and
Exchange Commission (the SEC) under the Investment Company Act of ▇▇▇▇
(▇▇▇ ▇▇▇▇ ▇▇▇) and that have been determined by the Securities
Valuation Office (the SVO) of the National Association of Insurance
Commissioners (the NAIC) to be eligible for special reserve and
reporting treatment other than as common stock. Section 60L.01,
subdivision 15.
Page 21 of 39
Limitation: (a) The aggregate amount of investments authorized under
section 60L.07(2), and similar foreign investments
authorized under section 60L.07(7) that are lower and medium
grade may not exceed 20% of the insurer's admitted assets.
Section 60L.08, subdivision 1, paragraph (a), clause (1).
(Lower grade investments are rated credit instruments or
debt-like preferred stocks rated 4, 5, or 6 by the SVO of
the NAIC or any successor office. Section 60L.01,
subdivision 9. Medium grade investments are rated credit
instruments or debt-like preferred stock rated 3 by the SVO
of the NAIC or any successor office. Section 60L.01,
subdivision 10.)
(b) The aggregate amount of lower grade investments may not
exceed ten percent of the insurer's admitted assets. Section
60L.08, subdivision 1, paragraph (a), clause (2).
(c) The aggregate amount of investments rated 5 or 6 by the
SVO may not exceed five percent of the insurer's admitted
assets. Section 60L.08, subdivision 1, paragraph (a), clause
(3).
(d) The aggregate amount of investments rated 6 by the SVO
may not exceed one percent of the insurer's admitted assets.
Section 60L.08, subdivision 1, paragraph (a), clause (4).
(e) The aggregate amount of lower and medium grade
investments that receive as cash income less than the
equivalent yield for United States Treasury issues with a
comparative average life, may not exceed one percent of the
insurer's admitted assets. Section 60L.08, subdivision 1,
paragraph (a), clause (5).
3. Loans secured by mortgages, trust deeds, or other security interests
--------------------------------------------------------------------
in real property located in the United States or Canada or secured by
----------------
insurance against default issued by a government insurance corporation
of the United States or Canada or by an insurer authorized to do
business in this state. Section 60L.07(3).
Limitation: Investments may not exceed 45 percent of admitted assets
in the case of life insurers. Section 60L.08, subdivision 1,
paragraph (b).
4. Common stock or equity-like preferred stock or equity interests in any
---------------------------------------------------------------
United States or Canadian business entity, or shares of mutual funds
registered with the SEC under the 1940 Act, other than SVO listed
mutual funds. Section 60L.07(4).
Limitation: Investments (other than subsidiaries of the types
authorized under section 60D.16 or 61A.281) may not exceed 20
percent of admitted assets in the case of life insurers.
Section 60L.08, subdivision 1, paragraph (c).
Page 22 of 39
5. Real property necessary for the convenient transaction of the
-------------------------------------------------------------
insurer's business. Section 60L.07(5).
------------------
Limitation: Investments may not exceed ten percent of admitted assets.
Section 60L.08, subdivision 1, paragraph (d).
6. Real property and its fixtures, furniture, furnishings, and equipment
---------------------------------------------------------------------
in the United States or Canada, which produces or after suitable
----------------------------------------------------------------
improvement can reasonably be expected to produce substantial income.
--------------------------------------------------------------------
Section 60L.07(6);
Limitation: Investments may not exceed 20 percent of admitted assets
in the case of life insurers. Section 60L.08, subdivision 1,
paragraph (e).
7. Loans, securities, or other investments of the type described in 1-6
--------------------------------------------------------------------
above in countries other than the United States and Canada. Section
----------------------------------------------------------
60L.07(7).
Limitation: Investments may not exceed 20 percent of admitted assets.
Section 60L.08, subdivision 1, paragraph (f). (See 2 above
for limitations with respect to lower and medium grade
investments.)
8. Bonds or other evidences of indebtedness of international development
---------------------------------------------------------------------
organizations of which the United States is a member. Section
----------------------------------------------------
60L.07(8).
Limitation: Investments may not exceed two percent of admitted assets.
Section 60L.08, subdivision 1, paragraph (g).
9. Loans upon the security of the insurer's own policies in amounts that
---------------------------------------------------------------------
are adequately secured by the policies and that in no case exceed the
---------------------------------------------------------------------
surrender value of the policies. Section 60L.07(9).
-------------------------------
Limitation: None specified.
10. Tangible personal property under contract of sale or lease under which
----------------------------------------------------------------------
contractual payments may reasonably be expected to return the
-------------------------------------------------------------
principal of and provide earnings on the investment within its
--------------------------------------------------------------
anticipated useful life. Section 60L.07(10).
-----------------------
Note: Investments may not exceed two percent of admitted assets.
Section 60L.08, subdivision 1, paragraph (h) (as amended in
1999).
11. Other investments authorized by the commissioner. Section 60L.07(11).
------------------------------------------------
12. Investments not otherwise permitted by section 60L.07, and not
--------------------------------------------------------------
specifically prohibited by other law, to the extent of not more than
--------------------------------------------------------------------
five percent of the first $500,000,000 of the
---------------------------------------------
Page 23 of 39
insurer's admitted assets plus ten percent of the insurer's admitted
--------------------------------------------------------------------
assets exceeding $500,000,000. Section 60L.07(12).
-----------------------------
For purposes of compliance with section 60L.11, securities of a single
issuer and its affiliates, other than the government of the United States
and certain subsidiaries of the insurer, may not exceed three percent of
admitted assets in the case of life insurers. For these purposes, in the
case of asset-backed securities issued, assumed, insured or guaranteed by a
government-sponsored enterprise and secured by or evidencing an interest in
a single asset or single pool of assets held by a trust or other business
entity, the issuer is considered to be the asset or pool of assets. Section
60L.08, subdivision 2.
The admitted portion of assets of certain investment subsidiaries are
considered to be owned directly by the insurer and any other investors in
proportion to the market value, or if there is no market, the reasonable
value, of their interest in the subsidiaries. Section 60L.08, subdivision 3.
Where investments exceed the limitations specified above (other than those
in 12 above), the excess may be assigned to the investment class authorized
at 12 above, until that limit is exhausted. Section 60L.08, subdivision 4.
Unless otherwise specified, an investment limitation computed on the basis
of an insurer's admitted assets or capital and surplus must relate to the
amount required to be shown on the statutory balance sheet of the insurer
most recently required to be filed with the commissioner. Section 60L.08,
subdivision 6.
An insurer engaging in replication transactions shall include all replicated
investment positions in calculating compliance with the above limitations on
investments. So long as the insurer so complies with these limitations on
investments, then the insurer may count a replication transaction and any
related investment of the insurer for the purposes specified in section
60L.11, to the extent the insurer has appropriately assigned the transaction
or other investment to an investment class authorized in section 60L.07. An
insurer shall not otherwise count replicated investment positions for the
purposes specified in section 60L.11.
If an investment position of the insurer includes a replicated investment
position and exceeds an applicable limitation contained in Section 60L.08,
then the insurer may allocate part or all of the replicated investment
position as follows for the purposes of calculating compliance with the
limitations on investments and other requirements contained in the
investment law: to the extent an insurer owns assets in excess of its
minimum asset requirement, the insurer may deem a replicated investment
position to be among such excess assets, but only to the extent that the
replicated investment position does not cause the total positions
represented by such excess assets to be greater than the total positions
represented by such excess assets as would be permitted in the absence of
the replicated investment position.
An insurer may not invest in investments that are prohibited for an insurer
by law. The use of a derivative instrument for any purposes other than
hedging, income generation or replication is prohibited. A reasonable time,
not to exceed five years, must be allowed for disposal of a
Page 24 of 39
prohibited investment in hardship cases if the investment is demonstrated by
the insurer to have been legal when made, or the result of a good-faith
mistake. Section 60L.10.
Replication transaction means a derivative transaction that is intended to
replicate the performance of one or more assets that an insurer is
authorized to acquire under this investment law. A derivative transaction
that is entered into as a hedging transaction is not considered a
replication transaction. Section 60L.01, subdivision 14.
Replicated investment position means the statement value of the position
reported under the heading "Replicated (Synthetic) Asset" on Schedule DB,
Part F, of the annual statement of the insurer, or any successor provision.
Page 25 of 39
RIVERSOURCE LIFE COMPANY INSURANCE COMPANY
DERIVATIVES POLICY
Scope
This Derivatives Policy applies to RiverSource Life Insurance Company (the
Company), including businesses managed or operated by third parties. It
covers all uses of derivatives, whether designed to mitigate risk, generate
income, or combinations thereof.
This policy and requirements detailed in the attached appendix "Requirements
for Use of Derivatives at RiverSource Life Insurance Company" represent a
minimum level of compliance. In addition to this policy, the Company will
comply with the AMPF Company Derivatives Policy.
OBJECTIVE
The objective of this policy is to ensure that the Company uses derivatives
prudently and effectively in the management of its businesses and that their
use is governed by appropriate risk assessment, control and reporting
procedures.
Definitions
A derivative is a contract in which the value depends on the value of an
underlying asset, reference rate or index. For these purposes, derivatives
do not include asset-backed securities or other investment securities.
Policy Statement
It is the policy of the Company to allow the use of derivatives in the
conduct of its businesses, providing such use is in compliance with this
policy and with all other requirements set forth for their use.
Principles
The Company's senior management must understand fully the performance
characteristics of any derivative instrument used within the business and be
certain that its use is consistent with the Company's business objectives.
Derivatives can be used:
o to straddle/hedge or protect against adverse changes in the values of
assets or liabilities that the Company has acquired or incurred or has
contracted to acquire or incur, whether on or off balance sheet;
Page 26 of 39
o to hedge current or anticipated income, revenue, or expense against
changes in interest rates, credit exposure, foreign exchange rates,
and/or equity market levels; and
o to help achieve overall funding objectives.
Derivative transactions shall be consistent with the discussion of "Tax
Considerations" in the appendix "Requirements for Use of Derivatives at
RiverSource Life Insurance Company" to the extent applicable.
Procedures and controls needed to comply with this policy must be in place
before derivatives can be used.
Exposures generated by derivatives trading must fit within established
limits for earnings and individual counterparties.
Only authorized types of derivative contracts can be used. "Exotic"
derivatives involving non-standard indices or payout formulae must be
approved on an exception basis.
The Company's Investment Committee maintains this policy and RiverSource
Investments, LLC, the Company's investment manager, shall inform the Board
of Directors of the Company annually of its compliance with the policy and
any suggested changes.
Exception Criteria
The Investment Committee must approve material exceptions in the application
of this policy. The Investment Committee will report any such exceptions to
the Chief Financial Officer of Ameriprise Financial, Inc. If feasible, such
reporting shall occur prior to the application of the exception.
SUPPORTING INFORMATION
Appendix - Requirements for Use of Derivatives at RiverSource Life Insurance
Company
Page 27 of 39
Appendix
REQUIREMENTS FOR USE OF DERIVATIVES AT RIVERSOURCE LIFE INSURANCE COMPANY
-------------------------------------------------------------------------
The managers of RiverSource Life Insurance Company ("Company") must
comply with the following requirements in the business's use of
derivatives. These requirements supplement the Company's Derivatives
Policy. If an issue concerning the use of a derivative is not adequately
addressed in this appendix or the Policy itself, it is the responsibility
of the user to gain approval of the issue before entering
into the derivative contract.
Risk Analysis
o Commensurate with its activities, the Company shall have a risk
management process that values its derivatives at market, quantifies
its derivative-related risk (including the correlation between
movements in the derivative value and the value of the hedged or
underlying asset, liability, revenue, or expense), and compares that
risk to the Company's risk limits. Interest-rate related derivatives
will be aggregated with other exposures and will be subject to the
Company's overall Earnings-at-Risk (EaR) limit in effect.
o Potential credit exposure of the Company to a counterparty from
derivatives should be aggregated with all other exposures of the
Company to the counterparty to determine compliance with established
Company credit and market risk limits at the time of inception of a
derivatives transaction. Credit exposures may be aggregated taking
into account enforceable netting arrangements.
o Prior to the execution of a new type or structure of derivative
contract, the Company should determine the variability of the
contract's potential market and credit exposure. The analysis should
indicate whether such variability might reasonably be expected to
create exposure to a counterparty in excess of established limits. Any
such derivative should include, where possible, contractual
credit-enhancement provisions that mitigate the counterparty exposure
or must be reported prior to execution to the Company's Investment
Committee. A derivative so required to be reported to the Investment
Committee shall also be reported to the Chief Financial Officer of
Ameriprise Financial, Inc. (the AMPF CFO). If feasible, such reporting
also shall be prior to execution.
Eligible Instruments
o Interest rate swaps, including basis swaps
o Interest rate options (e.g., caps, corridors, collars, floors, swap
options)
o Currency swaps
o Currency options
o Cross-currency rate swaps
Page of 28 of 39
o Forward rate agreements
o Forward foreign exchange contracts
o Equity options
o Equity swaps
o Equity forwards
o Index options
o Index swaps
o Exchange-traded futures relating to interest rates, equities, and
foreign exchange, including indices
o Exchange-traded options relating to interest rates, equities, and
foreign exchange, including indices
o Credit default swaps
o Total return swaps
o Credit-linked notes
o Credit spread options.
A new derivative instrument must be approved on an exception basis by the
Investment Committee, with reporting of the exception to the AMPF CFO, or
added to this policy before it can be used.
Derivative contracts which contain non-standard formulas (that is, formulas
that are not pegged specifically to a known index or interest rate or have a
multiplier of other than one) or which otherwise would not be permitted must
be approved by the Investment Committee, with reporting of the approval to
the AMPF CFO, for use on an exception basis.
Eligible Counterparties
Professional market counterparties must have a long-term debt rating by a
recognized statistical rating organization in one of its three highest
rating categories, such as a rating of "A" or better by Standard & Poor's or
▇▇▇▇▇'▇ (where split-rated between S&P and ▇▇▇▇▇'▇, the lowest rating shall
apply), or one of the following criteria must be met:
o the counterparty's obligations are guaranteed by an entity with a
long-term rating of "A" or better by a recognized statistical rating
service;
o the derivative contract is a U.S. Exchange-traded option or future;
o the counterparty is, in the opinion of the RiverSource Investments
Investment Research Dept.(such opinion is to be obtained in writing
from RiverSource Investments, LLC), equivalent to an issuer with a
long-term rating of "A" or better;
o cash or AAA-rated, liquid collateral denominated in the same currency
as the exposure is obtained to cover credit exposure through the life
of the contract, such collateral has a value
Page 29 of 39
at least equal to 100% of the credit exposure and the value of the
credit exposure and such collateral is marked-to-market and settled at
least quarterly;
o the contract maturity is under 12 months, no quote is available from
an "A"-rated entity, and such contract is approved on an exception
basis by the Investment Committee; or
o the contract maturity is under 12 months, there exists a significant
overall relationship with AMPF, as determined by AMPF CFO, and such
contract is approved on an exception basis by the Investment
Committee; and
o if the counterparty rating is downgraded subsequent to the execution
of the derivative contract, the downgrade is reported to the
Investment Committee and the AMPF CFO, and corrective action, if any,
is agreed to by the Investment Committee, with reporting of such
corrective action to the AMPF CFO.
Tax/Accounting/Reporting
------------------------
o All hedging and straddle transactions must be identified and recorded
in conformance with IRS rules and regulations.
o For general purpose financial reporting, all transactions must be
documented and booked in accordance with Generally Accepted Accounting
Principles as required for public companies by the SEC. As
appropriate, statutory accounting procedures or other accounting
procedures for reports to regulators may be followed in addition to
general purpose requirements.
o Derivatives intended as hedging transactions must be designated in
writing, along with the method for assessing their effectiveness at
inception and on an ongoing basis.
o The Company will determine market values of its derivatives at least
monthly.
Controls/Audit
--------------
o This risk management process is intended to provide management
controls of derivatives activities as well as a regular reporting
mechanism to senior management and the Board of Directors of the
Company. The Company's investment officer will have overall
responsibility for the Company's derivative activities. The Company
will have, commensurate with the level and complexity of its
derivatives activity, appropriate controls in place to manage market,
credit, operations, fraud and model risks. These controls will
periodically be reviewed to ensure their effectiveness. For example,
the Company must have adequate procedures to ensure that valuations of
derivative contracts are accurate, such as verifying contract values
with a party independent of the counterparty of the particular
contract.
o The functions of market and credit risk management, legal, compliance,
operations, and financial controls should be independent of the
dealing or transacting function.
o Controls must exist to ensure that only authorized transactions take
place and that an unauthorized transaction would be detected and
appropriate action quickly taken.
Legal
------
All derivative transactions must be documented in writing.
Page of 30 of 39
o Documentation must be approved by the general counsel or other counsel
of the Company, by the General Counsel's Office of the Company's
investment manager or of an affiliate of the Company or its investment
manager, or by other legal counsel to the Company. This approval may
be approval of a standard form for the Company.
o Legal counsel must review all new derivative contract types or
structures prior to the Company's entering into a trade.
Staff Qualifications
--------------------
o The Company must stipulate who is authorized to enter into derivative
contracts and notify approved counterparties of those so authorized.
o Personnel who analyze, execute and/or monitor derivative transactions
should be authorized to do so by the Company. Members of the
Investment Committee, and employees and other persons associated with
the Company's investment manager with responsibility for such
analysis, execution and/or monitoring, are authorized to analyze,
execute and/or monitor the Company's derivatives transactions.
Tax Considerations
------------------
The Company enters into derivatives transactions that act as ▇▇▇▇▇▇ for tax
purposes of its policy obligations taken as a whole. Because the risks
hedged under this tax hedging program constitute "aggregate risks" within
the meaning of Treas. Reg. Section 1.1221-2(c)(3), these Policies and Procedures
are intended to meet the requirements of Treas. Reg. Section 1.221-2(f)(3)(iv)
for identification of "hedging transactions" where such aggregate risks are
hedged. Under that regulation, in order to meet the identification
requirements, a taxpayer must (i) place in its records a description of the
hedging program and (ii) establish a system under which individual
transactions are identified as being entered into pursuant to the program.
The Company's hedging program.
-----------------------------
Because the Company's investment staff views its hedging transactions (other
than derivatives transactions to hedge foreign currency, stock market,
credit or interest rate risk associated with particular investments,
liabilities or items of income) as entered into to hedge risks with respect
to the Company's policy liabilities taken as a whole, the risks that are
being "aggregated" for purposes of Treas. Reg. Section 1.1221-2(f)(3)(iv) are in
general the Company's total risks on the policies it has issued.
The Company's investment staff will enter into these hedging transactions to
reduce the risk that the proceeds of its investment assets will fall short
of the funds necessary to pay its policy obligations and other liabilities
as they come due. This type of hedging is sometimes referred to as "gap
hedging" in the financial industry because it ▇▇▇▇▇▇ the "gap" between
assets and liabilities (and this term is adopted in the preamble to Treas.
Reg. Section 1.1221-2).
The Company's hedging program is integrally related to its general planning
program for funding policy liabilities. The Company has set its hedging
strategy for policy liabilities at quarterly meetings of the Investment
Committee, which are attended by members of both the actuarial staff and the
investment staff. This hedging strategy is developed using models into which
analysts
Page 31 of 39
introduce updated information as to the repricing policy, lapse sensitivity,
and other attributes of the Company's policy liabilities and similar
characteristics with respect to its investment portfolio. The model then
projects the likely "gap" (expressed as a change in income) between policy
liabilities and the investment cash flows (which will be available to fund
them), using different interest rate scenarios.
The Company's policy liabilities generally have a shorter average duration
and different convexity characteristics than the assets in its investment
portfolio. Thus, for example, the focus of the Company's hedging strategy in
an environment of rising interest rates is the concern that payments of
shorter-term policy liabilities will rise faster than the cash flows
generated by the longer-term assets in the investment portfolio. Thus, in
such an environment, the Company's hedging strategy may call for buying
interest rate caps which will generate cash for the Company if interest
rates continue to rise, and thus help to fund policy liabilities where the
cash flow of current investments may be inadequate. Different hedging
strategies will be required in different financial market situations.
The Company's system of identification.
--------------------------------------
Hedging transactions will be identified for purposes of Treas. Reg. Section
1.1221-2(f) on the "trading ticket" which the Company's investment
department executes for every financial instrument it acquires and for every
notional principal contract it enters into. On each of these tickets for the
tax hedging program described above, the following will be written: "This is
a 'hedging transaction' under Treas. Reg. Section 1.1221-2, which ▇▇▇▇▇▇ the
aggregate risks of the Company's policy liabilities".
Where the financial instrument or notional principal contract covered by the
trading ticket is intended to qualify as a "hedging transaction" for
purposes of Treas. Reg. Section 1.1221-2, this notation will be made by a member
of the Company's investment manager's trading staff before the close of
business on the day the transaction is entered into. Adding this language is
the mechanism by which the Company will meet the identification requirements
of Treas. Reg. Section 1.1221-2, so that the hedging transaction designated will
have ordinary character treatment under that regulation and, where
applicable, qualify for the hedging exceptions of I.R.C. Sections 1092(e) and
1256(e).
Page 32 of 39
RIVERSOURCE LIFE INSURANCE COMPANY
INVESTMENT POLICY
COMMERCIAL MORTGAGES
A. General: Policies and procedures described below are designed to meet
-------
RiverSource Life Insurance Company's (herein "Company") business and
investment objectives and at the same time comply with Minnesota
investment laws.
B. Advisory Services: The Company will use the investment services of
-----------------
RiverSource Investments, LLC to recommend and manage mortgage loans.
All decision-making regarding the Company's investments, including
mortgage loans, shall be subject to the authority of the Company's
Board of Directors (herein the "Board") or Investment Committee
(herein the "Investment Committee").
C. Qualification: All mortgage loans will meet the qualification
-------------
requirements for mortgage loans as set forth in the applicable
Minnesota insurance statutes. Any exceptions must comply with the
"basket provision" for nonqualified investments and must have specific
approval of the Board or the Investment Committee as a "basket
provision loan."
D. Underwriting: RiverSource Investments, LLC mortgage portfolio managers
------------
will recommend loans using underwriting guidelines that are common in
the industry including such ratios as loan-to-value, debt service
coverage, loan-to-cost and loan per square foot. Mortgage broker and
internal appraisals using capitalization rates supportable in the
marketplace will be used to determine values.
1. New Business Appraisal - An independent appraisal is required as
a part of the closing process, the intent of which is to verify
the underwriter's valuation. Independent appraisers will be
selected in accordance with appraiser licensing laws in the
state in which the property is located. The underwriter on each
transaction reviews and approves the independent appraisal.
2. Existing Business Appraisal - For modifications and refinancing
of existing loans and additional funding of loans secured by
property already securing a loan made by the Company, an
independent appraisal is required to verify the underwriter's
valuation for any loan funding more than the original loan
amount. An internal appraisal, as defined below in the Policy
for Handling Delinquencies, Workouts and Foreclosures, is
required if funds are not advanced over the original loan
amount.
3. Inspections - representatives of RiverSource Investments, LLC or
the Company shall have inspected the property prior to closing.
Page 33 of 39
E. Loan Size and Portfolio Size:
----------------------------
1. Loan size - Will be determined by the Board or the Investment
Committee and will not exceed any regulatory restrictions in
size, including applicable Minnesota insurance law.
2. Portfolio size - Shall be determined periodically by the Board
or the Investment Committee.
F. Pricing: Pricing of the loans shall be based on a spread over
-------
comparable maturity Treasuries and shall be determined by comparison
with the yield on other fixed income investment opportunities and by
the degree of risk in comparison with other investment opportunities.
Pricing is established by RiverSource Investments, LLC with the
approval of the Board or the Investment Committee. Pricing of
individual transactions is set at the time of approval of the
transaction.
G. Security: The security for mortgage loans will be a first mortgage on
--------
the property being financed. Depending upon the transaction, the
recommendation of the portfolio manager and the approval of the Board
or the Investment Committee, the transaction may or may not carry some
level of personal recourse. In no event will the transaction be
recommended if in the assessment of the portfolio manager the debt
cannot be repaid from the net operating income of the property and the
property value. (The Board or the Investment Committee may approve
certain credit enhancement vehicles.)
H. Diversification: RiverSource Investments, LLC will maintain proper
---------------
property and geographic diversification within the portfolio.
RiverSource Investments, LLC will report periodically to the Board or
the Investment Committee the status of property type and geographic
diversification and will make recommendations relative to overweighing
or underweighing in geographic areas and property types.
I. Other Mortgage Provisions
-------------------------
1. Environmental - Environmental reports will be required on all
new investments and on all renewal loans where there is no
existing report. It is the policy of the Company that properties
present no more than minimal risk as to environmental issues.
Such risk shall be reviewed periodically by RiverSource
Investments, LLC and General Counsel's Office of AMPF as
statutes or regulations in each state are changed.
2. Call Protection - Each mortgage loan should provide reasonable
call protection based upon a sliding scale formula or yield
maintenance.
Page 34 of 39
3. Restrictions on Transfer - Documents shall provide for
restrictions against transfer without written approval of the
lender. The portfolio managers will determine appropriate
guidelines for pre-approving such transfers.
4. Restrictions on Secondary Financing - All documents shall
prohibit secondary financing without lender approval and shall
provide limitations on such financing as may be determined from
time to time by the portfolio managers. Guidelines for
pre-approval will be determined by portfolio managers.
J. Affiliates: The Company shall not make a mortgage loan that will fund
----------
payment of a loan held by an investment company affiliated with the
Company without prior consultation with the Company's legal counsel.
K. Loan Approval: Portfolio managers are to submit a written summary
-------------
along with their recommendation to a Vice President or an Assistant
Vice President - Investments of the Company for approval. The Board or
the Investment Committee reviews and ratifies such actions as part of
its review and approval of the reports on investment activities.
L. Closing: AMPF's General Counsel's Office reviews transactions as
-------
requested for legal qualification and appoints outside counsel to
close the transaction. Additionally, the General Counsel's Office is
required to monitor the performance of outside counsel who provide
closing services and sets forth closing requirements relative to
insurance, surveys, environmental reports and appraisals. These areas
are charged with assuring that the loan is properly documented to
provide for adequate protection of the investment.
M. Loan Administration: In order to provide better monitoring and control
-------------------
of the portfolio, loan servicing shall be done by Ameriprise
Financial, Inc., or an approved mortgage banker servicer under
contract with Ameriprise Financial, Inc. Exceptions will be
recommended to and approved by the Board or the Investment Committee.
1. Ameriprise Financial, Inc. will establish appropriate accounting
procedures and monetary controls in cooperation with the
Company's controllers to insure that the portfolio is tracked to
identify potential risks. Such controls shall include, but not
be limited to, the following:
a. Systems to assure payments are received in a timely manner
and properly applied as to principal and interest.
b. A delinquency monitoring system that includes collection
procedures beginning on the 11th day after the loan
payment is due.
c. Systems to assure taxes and insurance are paid promptly.
(As a general rule, tax escrows should be required.)
d. Requirement that annual operating statements be required
and reviewed on an annual basis.
e. A system whereby all loans with a balance in excess of $1
million are inspected annually.
Page 35 of 39
N. Policy for Handling Delinquencies, Workouts and Foreclosures:
------------------------------------------------------------
Delinquencies generally should not exceed 30 days. If a delinquency
continues past the 30 day point a foreclosure action must be commenced
prior to the loan reaching 90 days delinquent. The permitted
exceptions are when there is a signed recommendation for a loan
modification or workout or a documented legal explanation for not
commencing the foreclosure.
1. When a foreclosure is commenced a foreclosure file will be
opened with a copy of the notice of acceleration and the
foreclosure complaint.
2. Short-term workouts are to be negotiated by Ameriprise
Financial, Inc. and should be short-term in nature and extended
only if there is convincing evidence that the existing borrower
can contribute in some way to the resolution of the problem.
3. Definitions
a. Contractual Terms: The principal and interest payments of
-----------------
the commercial mortgage loan as scheduled in the mortgage
agreement.
b. Delinquent Mortgage: Any loan 90 days delinquent on a
-------------------
required payment of principal or interest (current corporate
policy is more conservative than the statutory definition,
i.e., 30 days).
c. Distressed Mortgage: A loan other than a delinquent loan
-------------------
that is determined by the management of the insurer, in the
exercise of its prudent investment judgment, to involve
circumstances that create a reasonable probability that the
loan may become a delinquent mortgage loan or a mortgage
loan in foreclosure.
d. Independent Appraiser: A person not employed by the Company,
---------------------
an affiliate of the Company, investment adviser to the
Company or borrower who develops and communicates real
estate appraisals and holds a current, valid license issued
under Minnesota Statutes Chapter 82B or a similar law
enacted by another state.
e. Internal Appraisal: An appraisal to determine current market
------------------
value made by an internal appraiser and based upon an
evaluation of:
1) the property based upon a physical inspection of the
premises,
2) the current and expected stabilized cash flow
generated by the property,
3) the current and expected stabilized market rents in
the geographic market where the property is located,
and
4) the current and stabilized occupancy rate for the
geographic market where the property is located.
Page 36 of 39
f. Internal Appraiser: An individual
------------------
1) employed by the Company, an affiliate of the Company,
or Ameriprise Financial, Inc.
2) who has training and experience qualifying the
individual to appraise the value of commercial real
estate,
3) whose direct or indirect compensation is not dependent
upon the outcome of appraisals,
g. Mortgage Loans in Foreclosure:
-----------------------------
l) A loan in the process of foreclosure, including
redemption period.
2) A loan where the borrower is in bankruptcy and not
making payments according to the contractual terms.
3) A loan secured by a mortgage on real estate that is
subject to a senior mortgage or other lien that is
being foreclosed.
h. Performing Mortgage Loan: A mortgage loan that is current
------------------------
and not in distress as defined above.
i. Permanently impaired: A loan for which, based on current
--------------------
information and events, it is probable that the insurer will
be unable to collect all amounts due according to the
contractual terms.
j. Real Estate Owned: Real property owned and acquired through
-----------------
or in lieu of foreclosure and where redemption rights have
expired.
k. Restructured Mortgage Loan:
--------------------------
1) Material delinquent payments or accrued interest are
capitalized and added to the balance of an outstanding
loan, or
2) interest payments have been abated or reduced to below
market rates existing at the date of restructuring.
O. Valuation Procedures: The Board or the Investment Committee shall from
--------------------
time to time establish procedures to be used in the valuation of the
Company's mortgage portfolio, taking into account the various
categories of loans, i.e. performing, distressed, delinquent,
restructured, in foreclosure and REO.
1. Performing loans - shall be carried on the books at amortized
cost. However, an annual review of these loans will be conducted
using some or all of the following data: annual operating
reports, annual inspection reports, payment history, lease
rollover data and any other pertinent facts available. Based
upon this assessment, a general reserve for GAAP purposes will
be maintained at a level to be determined on a quarterly basis
by the Company's controllers.
Page 37 of 39
2. Distressed, delinquent and restructured loans - shall make an
individual property evaluation using an internal review of all
of the factors in 1 above plus an internal appraisal of each
such loan using assumptions based upon current and projected
lease rates, expense levels and vacancy rates for the specific
type of property in the geographic location where the property
is located. For distressed mortgage loans, impairment will be
measured based on the fair value of the collateral less
estimated costs to obtain and sell. A valuation allowance will
be established for the difference between the adjusted fair
value of the collateral and the amortized acquisition cost of
the distressed mortgage loans. For delinquent mortgage loans,
the insurer will either take a charge against its surplus or
establish a reserve for the difference between the fair value
and the amortized acquisition cost of the delinquent mortgage
loans. For restructured mortgage loans, impairment will be
measured based on the fair value of the collateral less
estimated costs to obtain and sell. The difference between the
adjusted fair value of the collateral and other assets received
and the amortized acquisition cost of the restructured mortgage
loans must be recorded as a direct write-down and a new cost
basis established.
a. Sampling: Beginning August 1, 1991, every 20th loan
(beginning with the 10th loan) entering any one of these
categories (in chronological order) will be selected for
an independent appraisal in compliance with Minnesota
Insurance Law.
b. No more than one third of such appraisals will be
completed by a single appraiser or appraisal firm.
3. Foreclosures and REO - If an independent appraisal exists at the
time a property enters either of these categories and that
appraisal is no more than six months old, the appraisal may be
used to determine the fair value. If the appraisal is more than
six months old or there is no independent appraisal on the
property, then an independent appraisal will be required to be
completed within six months of the date the loan enters either
category. The fair value will be adjusted for additional
expenses, such as insurance, taxes and legal fees that have been
imposed to protect the investment or to obtain clear title to
the property to the extent these amounts are expected to be
recoverable from the disposition of the property. A write-down
of the asset will be taken based upon the resultant value.
4. Application of the valuation procedures, including reserves and
charges against surplus, shall be reviewed periodically by the
Board or the Investment Committee and annually by the Board. The
Company's controllers shall determine proper reporting
procedures from both the GAAP and statutory guidelines.
P. Disposition of REO: At least annually a plan will be prepared and
------------------
approved by the Board which reflects the strategy for each specific
asset. Recommendations will include sell/hold, minimum/maximum sale
price and budget for the operation of the property during the ensuing
year. Recommendations will be based on all data available including
Page 38 of 39
independent appraisals. In addition to the approval of the annual
plans, asset managers will constantly monitor the properties and
review the plan and results at least quarterly.
Page 39 of 39