Exhibit 10.1
GROSS ADMINISTRATIVE CHARGE TRANSFER AGREEMENT
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THIS TRANSFER AGREEMENT (the "Agreement"), dated as of
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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,
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a limited liability company organized under the laws of the State of
Minnesota (fka American Express Asset Management Group Inc.) (the
"Transferee").
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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");
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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,
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Transferor hereby assigns and transfers (collectively, the "Transfer") to
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Transferee all of Transferor's right, title, benefit, privileges and
interest in and to, and all of Transferor's burdens, obligations and
liabilities in connection with, the Gross Administrative Charge Agreement;
provided, however, that Transferor is not transferring or assigning, and
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shall remain responsible for, all liabilities that Transferor otherwise
would have had but for the Transfer arising out of or otherwise relating to
Transferor's performance under the Gross Administrative Charge Agreement
prior to the date of this Agreement. Transferee hereby accepts the Transfer
and assumes and agrees to observe and perform all of the duties,
obligations, terms, provisions and covenants, and to pay and discharge all
of the liabilities of Transferor to be observed, performed, paid or
discharged from and after the date of this Agreement, in connection with the
Gross Administrative Charge Agreement. Except as provided herein, the Gross
Administrative Charge Agreement shall have the same force and effect as if
such agreement were executed by Transferee.
2. BOOKS AND RECORDS. Transferor agrees to work with Transferee
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to effect an orderly transition of the books and records required to be
transferred in connection with the transfer of the Gross Administrative
Charge Agreement, which transition shall not exceed a reasonable period of
time following the transfer of the Gross Administrative Charge Agreement.
During the transition period, Transferor agrees to make any such books and
records available to Transferee upon request.
3. FURTHER ACTIONS. Transferor shall provide notice of the
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Transfer and a copy of this Agreement to IDSL.
4. ENTIRE AGREEMENT; AMENDMENT. This Agreement sets forth the
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entire understanding and agreement between the parties with respect to the
transactions contemplated hereby and supersedes and replaces any prior
understanding, agreement or statement of intent, in each case written or
oral, of any kind and every nature with respect hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective officers as of the date
and year first above written.
AMERIPRISE FINANCIAL, INC.
By: /s/ Xxxxx X. XxXxxxx
Name: Xxxxx X. XxXxxxx
Title: Senior Vice President and Lead
Financial Officer
RIVERSOURCE INVESTMENTS, LLC
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Senior Vice President Fixed Income
