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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:
An






