TRANSFER AGENT AGREEMENT
This Agreement, dated as of December 31, 2006, is between Ameriprise
Certificate Company (the "Company"), a Delaware corporation, and RiverSource
Service Corporation (the "Transfer Agent"), a Minnesota corporation.
In consideration of the mutual promises set forth below, the Company and the
Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Company hereby appoints the
Transfer Agent, as transfer agent for its face-amount certificates
and as certificate owner servicing agent for the Company, and the
Transfer Agent accepts such appointment and agrees to perform the
duties set forth below.
2. Compensation.
(a) The Company will compensate the Transfer Agent for the
performance of its obligations as set forth in Schedule A.
Schedule A does not include out-of-pocket disbursements of
the Transfer Agent for which the Transfer Agent shall be
entitled to bill the Company separately.
(b) The Transfer Agent will bill the Company monthly. The fee
shall be paid in cash by the Company to the Transfer Agent
within five (5) business days after the last day of each
month.
(c) Out-of-pocket disbursements shall include, but shall not be
limited to, the items specified in Schedule B. Reimbursement
by the Company for expenses incurred by the Transfer Agent
in any month shall be made as soon as practicable after the
receipt of an itemized bill from the Transfer Agent.
(d) Any compensation jointly agreed to hereunder may be adjusted
from time to time by attaching to this Agreement a revised
Schedule A, dated and signed by an officer of each party.
3. Documents. The Company will furnish from time to time such
certificates, documents or opinions as the Transfer Agent deems to be
appropriate or necessary for the proper performance of its duties.
4. Representations of the Company and the Transfer Agent.
(a) The Company represents to the Transfer Agent that all
outstanding face-amount certificates are validly issued,
fully paid and non-assessable by the Company. When
face-amount certificates are hereafter issued in accordance
with the terms of the Company's Certificate of Incorporation
and the applicable prospectus or other governing documents,
such face-
amount certificates shall be validly issued, fully paid and
non-assessable by the Company.
(b) The Transfer Agent represents that it is registered under
Section 17A(c) of the Securities Exchange Act of 1934. The
Transfer Agent agrees to maintain the necessary facilities,
equipment and personnel to perform its duties and
obligations under this Agreement and to comply with all
applicable laws.
5. Duties of the Transfer Agent. The Transfer Agent shall be
responsible, separately and through its subsidiaries or affiliates,
for the following functions:
(a) Sale of Face-amount Certificates.
(1) On receipt of an application and payment, wired
instructions and payment, or payment identified as
being for the account of a certificate owner, the
Transfer Agent will deposit the payment, prepare
and present the necessary report to the custodian
of the Company (the "Custodian") and record the
purchase of face-amount certificates in a timely
fashion in accordance with the terms of the
prospectus. All face-amount certificates shall be
held in book entry form, and no certificate shall
be issued unless the Company is permitted to do so
by the prospectus or other governing documents.
(2) On receipt of notice that payment was dishonored,
the Transfer Agent shall stop surrenders of all
face-amount certificates owned by the purchaser
related to that payment, place a stop payment on
any checks that have been issued to redeem
face-amount certificates of the purchaser and take
such other action as it deems appropriate.
(b) Withdrawal of Face-amount Certificates. On receipt of
instructions to surrender face-amount certificates in
accordance with the terms of the applicable prospectus or
other governing documents, the Transfer Agent will record
the surrender of face-amount certificates, prepare and
present the necessary report to the Custodian and pay the
proceeds of the surrender to the certificate owner, an
authorized agent or legal representative upon the receipt of
the monies from the Custodian.
(c) Transfer or Other Change Pertaining to Face-amount
Certificates. On receipt of instructions or forms acceptable
to the Transfer Agent to transfer to any other face-amount
certificate offered by the Company or to transfer the
ownership of the face-amount certificates to the name of a
new owner, change the name or address of the present owner
or take other legal action, the Transfer Agent will take
such action as is requested.
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(d) Right to Seek Assurance. The Transfer Agent may refuse to
transfer, exchange or redeem face-amount certificates of the
Company or take any action requested by a certificate owner
until it is satisfied that the requested transaction or
action is legally authorized or until it is satisfied there
is no basis for any claims adverse to the transaction or
action. It may rely on the provisions of the Uniform Act for
the Simplification of Fiduciary Security Transfers or the
Uniform Commercial Code as adopted in the applicable
jurisdiction. The Company shall indemnify the Transfer Agent
for any act done or omitted to be done in reliance on such
laws or for refusing to transfer, exchange or surrender
face-amount certificates or taking any requested action if
it acts on a good faith belief that the transaction or
action is illegal or unauthorized.
(e) Certificate Owner Records, Reports and Services.
(1) The Transfer Agent shall maintain all certificate
owner accounts, which shall contain all required
tax, legally imposed and regulatory information;
shall provide certificate owners, and file with
federal and state agencies, all required tax and
other reports pertaining to certificate owners
accounts; shall prepare certificate owner mailing
lists; shall cause to be printed and mailed all
required prospectuses, and other mailings to
certificate owners ; and shall provide other
transfer agent services as the Company and the
Transfer Agent shall agree.
(2) The Transfer Agent shall respond to all valid
inquiries related to its duties under this
Agreement.
(3) The Transfer Agent shall create and maintain all
records in accordance with all applicable laws,
rules and regulations, including, but not limited
to, the records required by Section 31(a) of the
Investment Company Act of 1940.
(f) Interest. The Transfer Agent shall prepare and present the
necessary report to the Custodian, or another person as
directed by the Company and shall cause to be prepared and
transmitted the payment of interest or cause to be recorded
the investment of such interest in applicable face-amount
certificates of the Company or as directed by instructions
or forms acceptable to the Transfer Agent.
(g) Confirmations and Statements. The Transfer Agent shall
confirm each transaction either at the time of the
transaction or through periodic reports as may be legally
permitted.
(h) Lost or Stolen Checks. The Transfer Agent will replace lost
or stolen
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checks issued to the certificate owners upon receipt of
proper notification and will maintain any stop payment
orders against the lost or stolen checks as it is
economically desirable to do.
(i) Reports to Company. The Transfer Agent will provide reports
pertaining to the services provided under this Agreement as
the Company may request to ascertain the quality and level
of services being provided or as required by law.
(j) Other Duties. The Transfer Agent may perform other duties
for additional compensation if agreed to in writing by the
parties to this Agreement.
6. Ownership and Confidentiality of Records.
(a) General. The Transfer Agent agrees that all records prepared
or maintained by it relating to the services to be performed
by it under the terms of this Agreement are the property of
the Company and may be inspected by the Company or any
person retained by the Company at reasonable times. The
Company and Transfer Agent agree to protect the
confidentiality of those records.
(b) Regulation S-P.
(1) In accordance with Regulation S-P of the Securities
and Exchange Commission, "Nonpublic Personal
Information" includes (1) all personally
identifiable financial information; (2) any list,
description, or other grouping of consumers (and
publicly available information pertaining to them)
that is derived using any personally identifiable
financial information that is not publicly
available information; and (3) any information
derived therefrom.
(2) The Transfer Agent must not use or disclose
Nonpublic Personal Information for any purpose
other than to carry out the purpose for which
Nonpublic Personal Information was provided to the
Transfer Agent as set forth in this Agreement, and
agrees to cause the Transfer Agent, and its
employees, agents, representatives, or any other
party to whom the Transfer Agent may provide access
to or disclose Nonpublic Personal Information to
limit the use and disclosure of Nonpublic Personal
Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate
measures designed to ensure the security and
confidentiality of Nonpublic Personal Information,
to protect such information against any anticipated
threats or hazards to the security or integrity of
such information, and to protect against
unauthorized access to, or use of, Nonpublic
Personal Information that could result in
substantial
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harm or inconvenience to any certificate owner ;
the Transfer Agent further agrees to cause all its
agents, representatives, subcontractors, or any
other party to whom the Transfer Agent may provide
access to, or disclose, Nonpublic Personal
Information to implement appropriate measures
designed to meet the objectives set forth in this
paragraph.
(4) With respect only to the provisions of this Section
6(b), the Transfer Agent agrees to indemnify and
hold harmless the Company, and any officer or
director of the Company, against losses, claims,
damages, expenses, or liabilities to which the
Company , or any officer or director of the
Company, may become subject as the result of (1) a
material breach of the provisions of this section
of the Agreement or (2) any acts or omissions of
the Transfer Agent, or of any of its officers,
directors, employees, or agents, that are not in
substantial accordance with this Agreement,
including, but not limited to, any violation of any
federal statute or regulation. Notwithstanding the
foregoing, no party shall be entitled to
indemnification pursuant to this Section 6(b)(4) if
such loss, claim, damage, expense, or liability is
due to the willful misfeasance, bad faith, gross
negligence, or reckless disregard of duty by the
party seeking indemnification.
7. Action by Board and Opinion of Counsel. The Transfer Agent may rely
on resolutions of the Board of Directors (the "Board") and on opinion
of counsel for the Company.
8. Duty of Care. It is understood and agreed that, in furnishing the
Company with the services as herein provided, neither the Transfer
Agent, nor any officer, director or agent thereof shall be held
liable for any loss arising out of or in connection with their
actions under this Agreement so long as they act in good faith and
with due diligence, and are not negligent or guilty of any willful
misconduct. It is further understood and agreed that the Transfer
Agent may rely upon information furnished to it reasonably believed
to be accurate and reliable. In the event the Transfer Agent is
unable to perform its obligations under the terms of this Agreement
because of an act of God, strike or equipment or transmission failure
reasonably beyond its control, the Transfer Agent shall not be liable
for any damages resulting from such failure.
9. Term and Termination. This Agreement shall become effective on the
date first set forth above and shall continue in effect from year to
year thereafter as the parties may mutually agree; provided that
either party may terminate this Agreement by giving the other party
notice in writing specifying the date of such termination, which
shall be not less than 60 days after the date of receipt of such
notice. In the event such notice is given by the Company, it shall be
accompanied by a vote of the Board, certified by the Secretary,
electing to terminate this
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Agreement and designating a successor transfer agent or transfer
agents. Upon such termination and at the expense of the Company, the
Transfer Agent will deliver to such successor a certified list of
owners of certificates (with name, address and taxpayer
identification or Social Security number), a historical record of the
account of each certificate owner and the status thereof, and all
other relevant books, records, correspondence, and other data
established or maintained by the Transfer Agent under this Agreement
in the form reasonably acceptable to the Company, and will cooperate
in the transfer of such duties and responsibilities, including
provisions for assistance from the Transfer Agent's personnel in the
establishment of books, records and other data by such successor or
successors.
10. Amendment. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties.
11. Subcontracting. The Company agrees that the Transfer Agent may
subcontract for certain of the services described under this
Agreement with the understanding that there shall be no diminution in
the quality or level of the services and that the Transfer Agent
remains fully responsible for the services. Except for out-of-pocket
expenses identified in Schedule B, the Transfer Agent shall bear the
cost of subcontracting such services, unless otherwise agreed by the
parties.
12. Miscellaneous.
(a) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be
assignable without the written consent of the other party.
(b) This Agreement shall be governed by the laws of the State of
Minnesota.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers as of the day and year written above.
AMERIPRISE CERTFICATE COMPANY
By: /s/ William F. ("Ted") Truscott
-------------------------------
William F. ("Ted") Truscott
President
RIVERSOURCE SERVICE CORPORATION
By: /s/ Amy K. Johnson
-------------------------------
Amy K. Johnson
President
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SCHEDULE A
COMPENSATION TO TRANSFER AGENT
For services provided under this Agreement, the Transfer Agent shall be paid
the fees and costs described in Section I of this Schedule. Section 2 of this
Schedule describes computation, invoicing and payment terms.
1. COMPENSATION ITEMS
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A. FEES. The Transfer Agent shall be paid a monthly fee for each month during
the term of this Agreement in an amount equal to one-twelfth of $20.00 per
certificate owner account maintained by the Transfer Agent under this
Agreement. For these purposes, the number of certificate owner accounts in a
month shall be an average of the number of such accounts on the first and last
days of the month.
B. EFFECTIVE PERIOD; MATERIAL CHANGES. The fees set out in this Schedule shall
be effective until the parties agree otherwise.
2. COMPUTATION, INVOICING AND PAYMENT TERMS
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Each month, the Transfer Agent shall prepare an invoice setting forth the
amount payable by the Company under this Agreement. The fees described herein
shall be paid by the Company monthly in arrears within five (5) business days
after receipt by the Company of the invoice for such month.
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SCHEDULE B
OUT-OF-POCKET EXPENSES
The Company shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:
o printing, paper, envelopes and postage for interest notices, interest
checks, records of account, purchase confirmations, exchange
confirmations and surrender confirmations, surrender checks,
confirmations on changes of address and any other communication
(other than prospectuses) required to be sent to certificate owners,
and envelopes and postage for prospectuses;
o stop orders;
o outgoing wire charges; and
o other expenses incurred at the request or with the consent of the
Company.
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