<PAGE>
Exhibit 10.1
GROSS ADMINISTRATIVE CHARGE TRANSFER AGREEMENT
----------------------------------------------
THIS TRANSFER AGREEMENT (the "Agreement"), dated as of
---------
October 1, 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 Investments, LLC,
----------
a limited liability company organized under
the laws of the State of
Minnesota (fka American Express Asset
Management Group Inc.) (the
"Transferee").
----------
WHEREAS, Transferor has entered into a gross
administrative charge agreement with IDS
Life Insurance Company ("IDSL"), as
such agreement has been amended,
supplemented or revised from time to time
(the "Gross Administrative Charge
Agreement");
-------------------------------------
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 Gross
Administrative Charge Agreement to
Transferee, and Transferee has agreed to
assume the rights and obligations
of Transferor under the Gross
Administrative Charge Agreement, as set forth
herein; and
WHEREAS, Transferor has provided a copy of this Agreement,
in the form set forth herein, to IDSL.
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 the date of this Agreement,
--------
Transferor
