INVESTMENT ADVISORY AND SERVICES AGREEMENT

                                 BY AND BETWEEN

                      AMERICAN EXPRESS CERTIFICATE COMPANY

                                       AND

                     AMERICAN EXPRESS FINANCIAL CORPORATION

This Agreement made as of March 6, 2002, between American Express Certificate
Company (formerly IDS Certificate Company), a Delaware Corporation, hereinafter
called "Company", and American Express Financial Corporation, a Delaware
corporation, hereinafter called "AEFC".

Part One:              INVESTMENT ADVICE AND OTHER SERVICES

         (1)       AEFC agrees during the period of this Agreement, subject
                   to the terms and conditions herein set forth,

                   (a)      to provide to the Company at its request
                            investment advice, statistical data and
                            recommendations with respect to the Company's
                            investments in securities;

                   (b)      to recommend and approve securities for purchase
                            and sale by the Company;

                   (c)      to keep the Company advised on recommendations
                            respecting the retention or sale of securities
                            owned by the Company, provided that AEFC will
                            purchase and sell short-term investments such as
                            treasury bills and commercial paper on behalf of
                            Company in accordance with authority delegated by
                            Company;

                   (d)      to provide to the Company all administrative,
                            accounting, clerical, statistical and corporate
                            services;

                   (e)      to provide all customer, collection and other
                            services of whatever nature required in
                            connection with the administration of the affairs
                            of Company;

                   (f)      to provide or pay for all office equipment,
                            furniture, and office space as Company may
                            require, and

                   (g)      to pay all other expenses incurred by or on
                            behalf of Company except as provided in Part
                            Three hereof and provided that the foregoing
                            shall not cover advice,
                            services or management contracted for by Company
                            in other agreements dealing with real estate
                            mortgages, real estate, and home improvement
                            loans or dealing with transfer agency services

                   AEFC agrees to maintain an adequate organization of
                   competent persons to provide the services and to perform
                   the functions herein mentioned, such services and
                   functions being subject always to the direction and
                   control of the Board of Directors, the Executive
                   Committee, and the authorized officers of Company.

         (2)       AEFC agrees that the investment planning, investment advice
                   and management it provides to the Company will be in
                   accordance with general investment policies of Company as set
                   forth from time to time by Company in its prospectuses and
                   registration statements filed with the United States
                   Securities and Exchange Commission.

<PAGE>

Part Two:                 COMPENSATION TO INVESTMENT ADVISER

         (1)        Company agrees to pay to AEFC and AEFC agrees to accept from
                    Company in full payment for:

                    (a)      all investment advice, management, material and
                             other services provided,

                    (b)      the use of all facilities and equipment, and

                    (c)      all expenses paid or reimbursed by AEFC as herein
                             provided, a fee for each calendar month of each
                             year equal to the total of 1/12th of each of the
                             respective percentages set forth below of the net
                             assets of Company, to be computed for each such
                             month on the basis of book value of assets as of
                             the close of business on the last full business
                             day of the preceding month:

 On the first $250 million of total book value of assets of Company..........75%

 On the next $250 million of total book value of assets of Company...........65%

 On the next $250 million of total book value of assets of Company...........55%

 On the next $250 million of total book value of assets of Company...........50%

 On the total book value of assets of Company in excess of $1 billion.......107%

                               provided that in computing total book value of
                               assets of Company, there shall be excluded
                               therefrom, the book value of real estate
                               mortgages, real estate, property improvement
                               loans, and any other assets on which Company pays
                               or with respect to which is paid an advisory,
                               service, or management fee other than as herein
                               provided.

                               Loans originated by banks or investment banks
                               shall be excluded from the computation of total
                               book value of assets for purposes of the previous
                               calculation and, instead, the fee for managing
                               and servicing those loans shall be 0.35%. The fee
                               shall be payable monthly and shall equal 1/12th
                               of 0.35%, computed for each month on the basis of
                               book value of the loans as of the close of
                               business on the last full business day of the
                               preceding month.

         (2)        The fee provided for hereunder shall be paid in cash by
                    Company to AEFC within five (5) business days after the
                    last day of each month.

Part Three:               ALLOCATION OF EXPENSES

         (1)        AEFC agrees to pay, cause to be paid or reimburse Company
                    for all its expenses during the period of this contract
                    except:

                    (a)      Fees payable to AEFC for the latter's services
                             under this Agreement.

                    (b)      Fees, costs, expenses and allowances payable to
                             any person, firm or corporation for services
                             under any agreement entered into by Company
                             covering the offering for sale, sale and
                             distribution of face-amount certificates issued
                             by Company.

                    (c)      Fees, costs, expenses and allowances payable or
                             incurred by Company in connection with the
                             acquisition, management, servicing or disposition
<PAGE>

                             of real estate mortgages, real estate, or
                             property improvement loans.

                    (d)      Taxes of any kind payable by Company.

                    (e)      Depositary and custodian fees incurred by
                             Company.

                    (f)      Brokerage commissions and charges in the purchase
                             and sale of Company assets.

                    (g)      Fees and expenses for services not covered by
                             other agreements and provided to Company at its
                             request, or by requirement, by attorneys,
                             auditors, examiners, and professional consultants
                             who are not officers or employees of AEFC.

                    (h)      Fees and expenses of directors of Company who are
                             not officers or employees of AEFC.

                    (i)      Provisions for certificate reserves.

                    (j)      Expenses of customer settlements not attributable
                             to sales function.

                    (k)      Transfer agency fees and expenses.

 Part Four:                MISCELLANEOUS

         (1)          AEFC shall be deemed to be an independent contractor and,
                      except as expressly provided or authorized in the contract
                      shall have no authority to act for or represent Company.

         (2)          Company recognizes that AEFC now renders and may continue
                      to render investment advice and other services to other
                      investment companies which may or may not have investment
                      policies and investments similar to those of Company and
                      that AEFC manages its own investments and those of other
                      subsidiaries. AEFC shall be free to render such investment
                      advice and other services and Company hereby consents
                      thereto.

         (3)          Neither this contract nor any transaction made pursuant
                      thereto shall be invalidated or in anywise affected by the
                      fact that directors, officers and agents of Company are or
                      may be interested in AEFC or any successor assignee
                      thereof as directors, officers, stockholders or otherwise;
                      that directors, officers, stockholders or agents of AEFC
                      are or may be interested in Company as directors,
                      officers, or otherwise; or that AEFC is interested in
                      Company as stockholder or otherwise.

         (4)          Any notice under this contract shall be given in writing,
                      addressed and delivered, or mailed postpaid to the party
                      to this Agreement entitled to receive such at 200 AXP
                      Financial Center, Minneapolis, Minnesota, or to such other
                      address as either party may designate in writing mailed to
                      the other.

         (5)          AEFC agrees that, except as herein otherwise expressly
                      provided or as may be permitted consistent with the use of
                      a broker dealer affiliate of AEFC under applicable
                      provisions of the federal securities laws, neither it nor
                      any of its officers, directors or employees shall at any
                      time during the period of this agreement make, accept, or
                      receive directly or indirectly, any fees, profits or
                      emoluments of any character in connection with the
                      purchase or sale of securities (except securities issued
                      by the Company) or other assets by or for the Company.
<PAGE>


 Part Five:                         RENEWAL AND TERMINATION

         (1)          This Agreement shall continue in effect through March 31,
                      2003 and shall continue from year to year thereafter
                      unless and until terminated by either party as hereinafter
                      provided, except that such continuance after March 31,
                      2003 shall be specifically approved at least annually (1)
                      by the Board of Directors of Company or by a vote of the
                      majority of the outstanding voting securities of Company
                      and (2) by the vote of a majority of the Directors who are
                      not parties to this Agreement or interested persons of any
                      such party, cast in person at a meeting called for the
                      purpose of voting on such approval. As used in this
                      paragraph, the term "interested person" shall have the
                      same meaning as set forth in the Investment Company Act of
                      1940, as amended.

         (2)          This Agreement may be terminated by either Company or AEFC
                      at any time by giving the other party at least sixty days'
                      previous written notice of such intention to terminate;
                      provided that any such termination shall be made without
                      the payment of any penalty, and provided further that such
                      termination may be effected either by the Board of
                      Directors of Company or by a vote of the majority of the
                      outstanding voting securities of Company.

         (3)          This Agreement shall terminate in the event of its
                      assignment, the term  "assignment" for this purpose having
                      the same meaning as set forth in the Investment Company
                      Act of 1940.


IN WITNESS WHEREOF, the parties hereto have executed the foregoing agreement as
of the day and year first above written.



American Express Certificate                         American Express Financial
Company                                              Corporation




/s/ Paula R. Meyer                                   /s/ Lorraine R. Hart
-----------------------                              -----------------------
    Paula R. Meyer                                       Lorraine R. Hart
    President                                            Vice President