DISTRIBUTION AGREEMENT
This Agreement is made as of December 31, 2006, by and between Ameriprise
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Certificate Company, a Delaware corporation, ("Company"), and Ameriprise
Financial Services Inc., a Delaware corporation ("AMPF"), formerly known as
American Express Financial Advisors, Inc.
I. SOLICITATION OF APPLICATIONS
(1) During the term of this contract, AMPF and persons designated by
it shall have the right to solicit applications for and to
distribute the face amount investment certificates and other
securities, if any, issued by Company ("certificates").
(2) AMPF will continuously solicit or cause the continuous
solicitation of applications for certificates currently or
hereafter issued by Company, except certificates for which Company
enters into other distribution arrangements of which it notifies
AMPF. Certificates distributed by AMPF are sometimes referred to
herein as "Ameriprise certificates."
(3) AMPF agrees that all applications for certificates shall be made
in writing on forms acceptable to Company. Every application shall
be subject to acceptance or rejection by Company according to the
terms thereof. AMPF shall promptly remit to company the payment
tendered with each application, such payment to be in conformity
with the provisions of the Certificate for which such application
is made.
II. COMPANY'S RESPONSIBILITY
Company shall make prompt and reasonable effort to do any and all things
necessary in its opinion or in the opinion of AMPF arising in connection with
the offer and sale of Certificates and the performance of any of the
provisions of this Agreement, including but not limited to the preparation and
filing of registration statements, accounting statements, pamphlets,
prospectuses, literature and any other data about Company, its records or
business, in such detail and in such form (with such signatures and opinions)
as legally required or as requested by AMPF.
III. ALLOCATION OF EXPENSES
(1) AMPF shall pay:
(a) All registration or qualification fees or other sums
required by law to be paid in connection with any
registration or qualification of Company and the Ameriprise
certificates, and the renewal, continuation, extension or
amendment thereof, in order legally to offer or sell or to
continue the sale of Ameriprise certificates in
such federal, state or other jurisdictions as AMPF may from
time to time designate.
(b) All fees, expenses and disbursements of counsel and. others
in connection with all such registrations or qualifications
of Company and the AMPF certificates.
(c) All fees, charges, expenses or other sums paid or incurred
in connection with the registration or qualification of
Company as a foreign corporation or for the purpose of
enabling Company to do business in any federal, state or
other jurisdiction as AMPF may from time to time designate.
(d) All costs of advertising company and the Ameriprise
certificates.
(e) All costs and expenses of filing, recording, preparing and
printing statements, records, circu1ars, pamphlets,
applications, prospectuses, annual reports, certificates and
other documents or materials necessary or desirable in
connection with the registration or qualification described
in sub-paragraph (a) hereof or in connection with the offer
or sale of the Ameriprise certificates.
(f) All costs and expenses of internal auditing and accounting,
and maintaining and preparing original accounting records
and reports arising in connection with company's offer and
sale of the Ameriprise certificates.
(g) All other costs and expenses in connection with the offer
and sale of the Ameriprise certificates by AMPF pursuant to
the provisions of this Agreement, including the acceptance
of applications, the establishment of original certificate
holders' records and the preparation and delivery of
Ameriprise certificates.
(2) Except as hereinbefore provided, Company agrees to pay fees and
expenses for services provided to company at its request, or by
requirement, by attorneys and other professional consultants who
are not officers or employees of AMPF or its parent Ameriprise
Financial, Inc.
IV. COMPENSATION
Company shall pay AMPF and AMPF accepts in full payment for its services under
this Agreement, the distribution fees provided for in Schedule A of this
Agreement.
V. MISCELLANEOUS
(1) AMPF for all purposes herein 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
Company.
(2) AMPF shall be free to render to other persons, firms and
corporations services similar or dissimilar to those herein
described.
(3) Neither this Agreement, nor any transaction performed pursuant to
this Agreement shall be invalidated or in any way affected by the
fact that directors, officers and agents of Company are or may be
interested in AMPF or its parent Ameriprise Financial, Inc., in
such capacities or otherwise: that directors, officers,
stockholders or agents of AMPF or Ameriprise Financial, Inc. are
or may be interested in company as directors, officers or
otherwise: that AMPF or Ameriprise Financial, Inc. or any
successor or assignee is or may be interested in Company as
stockholder or otherwise.
(4) 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 the same, at 200 Ameriprise
Financial Center, Minneapolis, Minnesota, or to such other address
as either party may designate in writing mailed to the other.
VI. TERMINATION
(1) This Agreement shall continue in effect for a period of one year
from its effective date and shall continue from year to year
thereafter unless and until terminated by either party as
hereinafter provided, except that such continuance after one year
from the Agreement's effective date, shall be specifically
approved at least annually by the Board of Directors of Company,
or by a vote of a majority of the outstanding voting securities of
Company, and 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 Investment Company Act of 1940, as amended.
(2) This Agreement may be terminated without penalty by either Company
or AMPF at any time whether prior to, at or after January 31,
2007, by giving the other party at least sixty days' prior written
notice of such intention to terminate. Any such termination by
Company may be effected by its Board of Directors or by a vote of
a majority of its outstanding voting securities.
(3) In the event of assignment of this contract by AMPF it shall be
considered terminated as of the date of such assignment.
IN WITNESS WHEREOF, the parties have executed this agreement as of the day and
year first above written.
AMERIPRISE CERTIFICATE COMPANY
By: /s/ William F. (Ted) Truscott
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Name: William F. (Ted) Truscott
Title: President
AMERIPRISE FINANCIAL SERVICES, INC.
By: /s/ Michelle M. Keeley
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Name: Michelle M. Keeley
Title: Executive Vice President - Equity and Fixed Income
SCHEDULE A
Company shall pay AMPF and AMPF accepts in full payment of its services under
this Agreement, the following distribution fees:
(a) On Ameriprise Certificates issued on or before December 31, 2006, a
distribution fee as provided by the distribution agreement in effect at the
time of sale of the Certificate.
(b) On Ameriprise Certificates issued subsequent to December 31, 2006, a
distribution fee shall be paid in accordance with the following schedule:
FOR AMERIPRISE CASH RESERVE CERTIFICATE:
o 0.0625% of the initial payment on the issue date of the certificate; and
o 0.0625% of the certificate's reserve at the beginning of the second and
subsequent quarters from issue date.
FOR AMERIPRISE FLEXIBLE SAVINGS CERTIFICATE:
o For all terms except 7 and 13 months, 0.08% of the initial payment on
the issue date of the certificate;
o For all terms except 7 and 13 month, 0.08% of the certificate's reserve
at the beginning of the second and subsequent quarters from issue date;
o For 7 month terms, 0.08% of the initial payment on the issue date of the
certificate, 0.08% of the certificate's reserve at the beginning of the
second quarter from issue date of the certificate and 0.027% of the
certificate's reserve at the beginning of the last month of the
certificate term; and
o For 13 month terms, 0.032% of the initial payment on the issue date of
the certificate, 0.032% of the certificate's reserve at the beginning of
the second, third and fourth quarters from issue date and 0.011% at the
beginning of the last month of the certificate term.
FOR AMERIPRISE INSTALLMENT CERTIFICATE:
o 2.5% of all payments received during the month (payments are made
monthly). This fee is paid on all payments received on or after issue of
the certificate until the certificate's maturity date.
FOR AMERIPRISE MARKET STRATEGY CERTIFICATE:
o 0.90% of the initial investment on the first day of the certificate's
term; and
o 0.90% of the certificate's reserve at the beginning of each subsequent
term.
FOR AMERIPRISE STOCK MARKET CERTIFICATE:
o 0.90% of the initial investment on the first day of the certificate's
term; and
o 0.90% of the certificate's reserve at the beginning of each subsequent
term.
In addition, Company may pay distributors additional compensation for
distribution activities under certain circumstances. From time to time Company
may pay or permit
other promotional incentives, in cash or credit or other compensation. As of
December 31, 2006 any such additional compensation will be approved in advance
by a majority the Company's Independent Directors.