Exhibit 10(s)
AMENDED INVESTMENT ADVISORY AND SERVICES AGREEMENT
BY AND BETWEEN
AMERIPRISE CERTIFICATE COMPANY
AND
AMERIPRISE FINANCIAL, INC.
This Agreement made as of August 16, 2005, between Ameriprise Certificate
Company (formerly American Express Certificate Company), a Delaware
corporation, hereinafter called "Company", and Ameriprise Financial, Inc.
(formerly American Express Financial Corporation), a Delaware corporation,
hereinafter called "AMP".
PART ONE: INVESTMENT ADVICE AND OTHER SERVICES
(1) AMP agrees during the period of this Agreement,
subject to the terms and conditions herein set forth,
(a) to provide to the Company at its request
investment advice, statistical data and
recommendations with respect to the Company's
investments in securities;
(b) to recommend and approve securities for
purchase and sale by the Company;
(c) to keep the Company advised on
recommendations respecting the retention or
sale of securities owned by the Company,
provided that AMP will purchase and sell
short-term investments such as treasury bills
and commercial paper on behalf of Company in
accordance with authority delegated by
Company;
(d) to provide to the Company all administrative,
accounting, clerical, statistical and
corporate services;
(e) to provide all customer, collection and other
services of whatever nature required in
connection with the administration of the
affairs of Company;
(f) to provide or pay for all office equipment,
furniture, and office space as Company may
require, and
(g) to pay all other expenses incurred by or on
behalf of Company except as provided in Part
Three hereof and provided that the foregoing
shall not cover advice, services or management
contracted for by Company in other agreements
dealing with real estate mortgages, real estate,
and home improvement loans or dealing with
transfer agency services
AMP agrees to maintain an adequate organization of
competent persons to provide the services and to
perform the functions herein mentioned, such services
and functions being subject always to the direction
and control of the Board of Directors, the Executive
Committee, and the authorized officers of Company.
(2) AMP agrees that the investment planning, investment
advice and management it provides to the Company will
be in accordance with general investment policies of
Company as set forth from time to time by Company in
its prospectuses and registration statements filed
with the United States Securities and Exchange
Commission.
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PART TWO: COMPENSATION TO INVESTMENT ADVISER
(1) Company agrees to pay to AMP and AMP agrees to accept from
Company in full payment for:
(a) all investment advice, management, material
and other services provided,
(b) the use of all facilities and equipment, and
(c) all expenses paid or reimbursed by AMP as
herein provided, a fee for each calendar
month of each year equal to the total of
1/12th of each of the respective percentages
set forth below of the net assets of Company,
to be computed for each such month on the
basis of book value of assets as of the close
of business on the last full business day of
the preceding month:
On the first $250 million of total book value of assets of Company...... .75%
On the next $250 million of total book value of assets of Company....... .65%
On the next $250 million of total book value of assets of Company....... .55%
On the next $250 million of total book value of assets of Company....... .50%
On the total book value of assets of Company in excess of $1 billion.... .107%
provided that in computing total book value
of assets of Company, there shall be excluded
therefrom, the book value of real estate
mortgages, real estate, property improvement
loans, and any other assets on which Company
pays or with respect to which is paid an
advisory, service, or management fee other
than as herein provided.
Loans originated by banks or investment banks
shall be excluded from the computation of
total book value of assets for purposes of
the previous calculation and, instead, the
fee for managing and servicing those loans
shall be 0.35%. The fee shall be payable
monthly and shall equal 1/12th of 0.35%,
computed for each month on the basis of book
value of the loans as of the close of
business on the last full business day of the
preceding month.
(2) The fee provided for hereunder shall be paid in cash
by Company to AMP within five (5) business days after
the last day of each month.
PART THREE: ALLOCATION OF EXPENSES
(1) AMP agrees to pay, cause to be paid or reimburse
Company for all its expenses during the period of this
contract except:
(a) Fees payable to AMP for the latter's services
under this Agreement.
(b) Fees, costs, expenses and allowances payable
to any person, firm or corporation for
services under any agreement entered into by
Company covering the offering for sale, sale
and distribution of face-amount certificates
issued by Company.
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(c) Fees, costs, expenses and allowances payable
or incurred by Company in connection with the
acquisition, management, servicing or
disposition of real estate mortgages, real
estate, or property improvement loans.
(d) Taxes of any kind payable by Company.
(e) Depositary and custodian fees incurred by
Company.
(f) Brokerage commissions and charges in the
purchase and sale of Company assets.
(g) Fees and expenses for services not covered by
other agreements and provided to Company at
its request, or by requirement, by attorneys,
auditors, examiners, and professional
consultants who are not officers or employees
of AMP.
(h) Fees and expenses of directors of Company who
are not officers or employees of AMP.
(i) Provisions for certificate reserves.
(j) Expenses of customer settlements not
attributable to sales function.
(k) Transfer agency fees and expenses.
PART FOUR: MISCELLANEOUS
(1) AMP shall be deemed to be an independent contractor
and, except as expressly provided or authorized in the
contract shall have no authority to act for or
represent Company.
(2) Company recognizes that AMP now renders and may
continue to render investment advice and other
services to other investment companies which may or
may not have investment policies and investments
similar to those of Company and that AMP manages its
own investments and those of other subsidiaries. AMP
shall be free to render such investment advice and
other services and Company hereby consents thereto.
(3) Neither this contract nor any transaction made
pursuant thereto shall be invalidated or in anywise
affected by the fact that directors, officers and
agents of Company are or may be interested in AMP or
any successor assignee thereof as directors, officers,
stockholders or otherwise; that directors, officers,
stockholders or agents of AMP are or may be interested
in Company as directors, officers, or otherwise; or
that AMP is interested in Company as stockholder or
otherwise.
(4) Any notice under this contract shall be given in
writing, addressed and delivered, or mailed postpaid
to the party to this Agreement entitled to receive
such at 200 Ameriprise Financial Center, Minneapolis,
Minnesota, or to such other address as either party
may designate in writing mailed to the other.
(5) AMP agrees that, except as herein otherwise expressly
provided or as may be permitted consistent with the
use of a broker dealer affiliate of AMP under
applicable provisions of the federal securities laws,
neither it nor any of its officers, directors or
employees shall at any time during the period of this
agreement make, accept, or receive directly or
indirectly, any fees, profits or emoluments of any
character in connection with the purchase or sale of
securities (except securities issued by the Company)
or other assets by or for the Company.
(6) Subject to the approval of a majority of the members
of the Company's Board of Directors, including a
majority of the Directors who are not "interested
persons,"
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as defined in the Investment Company Act of 1940
("1940 Act"), AMP may, through a subadvisory agreement
or other arrangement, delegate to any other company
that AMP controls, is controlled by, or is under
common control with, or to specified employees of any
such companies, or to more than one such company, to
the extent permitted by applicable law, certain of
AMP's duties enumerated in Part One hereof; provided
that AMP shall continue to supervise the services
provided by such company or employees and any such
delegation shall not relieve AMP of any of its
obligations under this Agreement.
PART FIVE: RENEWAL AND TERMINATION
(1) This Agreement shall continue in effect through
December 31, 2005 and shall continue from year to year
thereafter unless and until terminated by either party
as hereinafter provided, except that such continuance
after December 31, 2005 shall be specifically approved
at least annually (1) by the Board of Directors of
Company or by a vote of the majority of the
outstanding voting securities of Company and (2) by
the vote of a majority of the Directors who are not
parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the
purpose of voting on such approval. As used in this
paragraph, the term "interested person" shall have the
same meaning as set forth in the 1940 Act, as amended.
(2) This Agreement may be terminated by either Company or
AMP at any time by giving the other party at least
sixty days' previous written notice of such intention
to terminate; provided that any such termination shall
be made without the payment of any penalty, and
provided further that such termination may be effected
either by the Board of Directors of Company or by a
vote of the majority of the outstanding voting
securities of Company.
(3) This Agreement shall terminate in the event of its
assignment, the term "assignment" for this purpose
having the same meaning as set forth in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have executed the foregoing agreement
as of the day and year first above written.
Ameriprise Certificate Company Ameriprise Financial, Inc.
/s/ Paula R. Meyer /s/ Michelle M. Keeley
- ---------------------------------- ----------------------------------
Name: Paula R. Meyer Name: Michelle M. Keeley
Title: President Title: Sr. Vice President, Fixed
Income Investments
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