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Exhibit 10(t)
AMENDMENT TO MARKETING AGREEMENT
The purpose of this document is to amend the Marketing Agreement
dated
October 10, 1991 between IDS Certificate Company (now known as
Ameriprise
Certificate Company ("ACC")) and American Express Bank Ltd.
("AEB"), as
subsequently amended (the "Marketing Agreement").
Unless specifically stated to the contrary, the terms of this
Amendment are
retroactive to the initial effective date of the Marketing
Agreement on
October 10, 1991, as they clarify the respective responsibilities
and
obligations the Parties (i.e., ACC and AEB) have undertaken since
that date.
Terms used in this Amendment have the same meaning as they do in
the Marketing
Agreement.
1. Effective
October 1, 2005, Ameriprise Certificate Company will
replace IDS Certificate Company in the text of the Marketing
Agreement in recognition of the current name of such
organization.
2. Section I of
the Marketing Agreement is amended to add subsection 4.1,
which states as follows:
(4.1) Effective October 1, 2005, AEB will no longer market or
offer
Products, and ACC will no longer accept new applications for
Products. However, the terms of this Agreement will continue
to be in effect with respect to Products marketed and offered
prior to that date.
3. Sections
I(3), I(6), I(8), IV(6), V(2), and other applicable Sections
of
the Marketing Agreement are read together to provide that ACC
has
and will continue to ensure that the registration of products
on
the
official transfer agent records of ACC accurately reflects the
instructions for such registrations that have been provided by
AEB.
In
this regard, AEB has been and continues to be responsible for
ensuring that such instructions are accurate, complete and
lawful.
The
Indemnification provisions of Section V of the Marketing
Agreement
are
applicable to the Parties' respective obligations in this
regard.
4. Section I(7)
of the Marketing Agreement is amended to add the
following provisions to the end of the Section:
Effective January 1, 2005, with respect to AEB's obligations to: i)
obtain
and maintain current Forms W-8BEN (or any other form required by
U.S.
Treasury Department regulations) for all clients in compliance
with
applicable laws and regulations; and ii) deliver Forms 1042-S to
clients,
AEB will act as the "withholding agent," as defined in U.S.
Treasury
Regulation 1.1441-7(a), with all attendant responsibilities and
obligations.
AEB will indemnify ACC in accordance with Section V of the
Marketing
Agreement for any claim brought in accordance with such Section V
arising
from the failure of AEB to
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perform its obligations hereunder. ACC will provide such
information to AEB
as is necessary for AEB to act as the withholding agent and comply
with
applicable laws and regulations. AEB's United Kingdom branch will
provide
ACC with a Form W-8IMY certifying it is a qualified intermediary
that has
assumed primary responsibility for US tax withholding and
reporting. ACC shall
provide to such branch Forms 1042S with withholding rate pool
reporting
rather than Forms 1042S for each client.
5. Section V of
the Marketing Agreement is amended to add subsection V(4)
which states as follows:
(4)
The Parties to
this Agreement are solely responsible for any
failure to satisfy their obligations under this Agreement.
Such responsibility includes any regulatory penalty or fine
and/or any liability arising from a civil or criminal
action, or settlement thereof, including but not limited to
compensation or remediation to clients, arising from any
such failure to satisfy such obligations. The Parties'
indemnification obligations and right to receive
indemnification will survive the termination of the
Agreement for the time period relating to all applicable
statutes of limitation, unless subsequently agreed to in
writing by the Parties.
6. Section VI(5)
of the Marketing Agreement is amended as follows:
Any notice, under this Agreement shall be given in writing,
by electronic
mail or addressed and delivered or mailed
postpaid to the Party to this Agreement entitled to receive
the same,
i. If to
Company, Paula R. Meyer, 596 Ameriprise
Financial Center, Minneapolis, MN 55474,
paula.r.meyer@ampf.com; and
ii. If to AEB, Mary
Ann Fitzgibbon,
200 Vesey Street, New York, NY 10285,
maryann.f.fitzgibbon@aexp.com.
7. Section VIII
titled "ARBITRATION" is added to the Marketing Agreement
to
read as follows:
(2)
The Parties also
understand and agree that if they are unable to
resolve any issue under the Agreeme