Exhibit 10(t)
INVESTMENT MANAGEMENT SERVICES TRANSFER AGREEMENT
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THIS TRANSFER AGREEMENT (the "Agreement"), dated as of
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September 29, 2005, is by and between Ameriprise Financial, Inc., a
corporation organized under the laws of the State of Delaware (fka American
Express Financial Corporation) (the "Transferor"), and RiverSource
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Investments, LLC, a limited liability company organized under the laws of
the State of Minnesota (fka American Express Asset Management Group Inc.)
(the "Transferee").
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WHEREAS, Transferor has entered into the investment
management services agreement listed on the attached Exhibit A, as such
agreement has been amended, supplemented or revised from time to time (the
"Investment Management Agreement"), with the party listed on Exhibit A (the
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"Advisory Client");
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WHEREAS, Transferee is a wholly-owned subsidiary of
Transferor;
WHEREAS, Transferor is the managing member of Transferee;
WHEREAS, Transferor, as part of a corporate restructuring,
has determined to transfer the Investment Management Agreement to
Transferee, and Transferee has agreed to assume the rights and obligations
of Transferor under the Investment Management Agreement, as set forth
herein;
WHEREAS, Transferor has provided a copy of this Agreement,
in the form set forth herein, to the Advisory Client; and
WHEREAS, the transfer of the Investment Management
Agreement pursuant to this Agreement will not result in (a) a change of
actual control or management of the investment adviser to the Advisory
Client; (b) a material change in the nature or the level of actual
investment management services provided to the Advisory Client; or (c) a
change in the investment management personnel who manage the assets of the
Advisory Client and, therefore, is not an assignment for purposes of the
Investment Company Act of 1940, as amended, or the Investment Advisers Act
of 1940, as amended.
NOW, THEREFORE, for and in consideration of the foregoing
and the mutual promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties do hereby agree as follows:
1. TRANSFER. Effective as of October 1, 2005, Transferor hereby
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assigns and transfers (collectively, the "Transfer") to Transferee all of
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Transferor's right, title, benefit, privileges and interest in and to, and
all of Transferor's burdens, obligations and liabilities in connection with,
the Investment Management Agreement; provided, however, that Transferor is
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not transferring or assigning, and shall remain responsible for, all
liabilities that Transferor otherwise would have had but for the Transfer
arising out of or otherwise relating to Transferor's performance under the
Investment Management Agreement prior to the date of this Agreement.
Transferee hereby accepts the Transfer and assumes and agrees to observe and
perform all of the duties, obligations, terms, provisions and covenants, and
to pay and discharge all of the liabilities of Transferor to be observed,
performed, paid or discharged from and after the date of this
Agreement, in connection with the Investment Management Agreement. Except as
provided herein, the Investment Management Agreement shall have the same
force and effect as if such agreement were executed by Transferee.
2. BOOKS AND RECORDS. Transferor agrees to work with Transferee to
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effect an orderly transition of the books and records required to be
transferred in connection with the transfer of the Investment Management
Agreement, which transition shall not exceed a reasonable period of time
following the transfer of the Investment Management Agreement. During the
transition period, transferor agrees to make any such books and records
available to Transferee upon request.
3. FURTHER ACTIONS. Transferor shall provide notice of the Transfer
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and a copy of this Agreement to the Advisory Client to the extent required
by the terms of the Investment Management Agreement.
4. ENTIRE AGREEMENT; AMENDMENT. This Agreement sets forth the
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entire understanding and agreement between the parties with respect to the
transactions contemplated hereby and supersedes and replaces any prior
understanding, agreement or statement of intent, in each case written or
oral, of any kind and every nature with respect hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective officers as of the date
and year first above written.
AMERIPRISE FINANCIAL, INC.
By: /s/ James M. Cracchiolo
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Name: James M. Cracchiolo
Title: Chairman of the Board and
Chief Executive Officer
RIVERSOURCE INVESTMENTS, LLC
By: /s/ William F. Truscott
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Name: William F. Truscott
Title: President, Chairman of the Board and
Chief Investment Officer
EXHIBIT A
INVESTMENT MANAGEMENT SERVICES AGREEMENT
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Amended Investment Advisory and Services Agreement by and between Ameriprise
Certificate Company and Ameriprise Financial, Inc.