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                                                                Exhibit 10(s)


             AMENDED INVESTMENT ADVISORY AND SERVICES AGREEMENT

                               BY AND BETWEEN

                       AMERIPRISE CERTIFICATE COMPANY

                                     AND

                         AMERIPRISE FINANCIAL, INC.

 This Agreement made as of August 16, 2005, between Ameriprise Certificate
 Company (formerly American Express Certificate Company), a Delaware
 corporation, hereinafter called "Company", and Ameriprise Financial, Inc.
 (formerly American Express Financial Corporation), a Delaware corporation,
 hereinafter called "AMP".

 PART ONE:                 INVESTMENT ADVICE AND OTHER SERVICES

         (1)          AMP 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 AMP 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

                      AMP 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)          AMP 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.

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 PART TWO:                 COMPENSATION TO INVESTMENT ADVISER

         (1)          Company agrees to pay to AMP and AMP 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 AMP 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 AMP within five (5) business days after
                      the last day of each month.


 PART THREE:               ALLOCATION OF EXPENSES

         (1)          AMP 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 AMP 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.

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

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

                      (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)          AMP 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 AMP 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 AMP manages its
                      own investments and those of other subsidiaries. AMP
                      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 AMP or
                      any successor assignee thereof as directors, officers,
                      stockholders or otherwise; that directors, officers,
                      stockholders or agents of AMP are or may be interested
                      in Company as directors, officers, or otherwise; or
                      that AMP 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 Ameriprise Financial Center, Minneapolis,
                      Minnesota, or to such other address as either party
                      may designate in writing mailed to the other.

         (5)          AMP agrees that, except as herein otherwise expressly
                      provided or as may be permitted consistent with the
                      use of a broker dealer affiliate of AMP 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.

         (6)          Subject to the approval of a majority of the members
                      of the Company's Board of Directors, including a
                      majority of the Directors who are not "interested
                      persons,"


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                      as defined in the Investment Company Act of 1940
                      ("1940 Act"), AMP may, through a subadvisory agreement
                      or other arrangement, delegate to any other company
                      that AMP controls, is controlled by, or is under
                      common control with, or to specified employees of any
                      such companies, or to more than one such company, to
                      the extent permitted by applicable law, certain of
                      AMP's duties enumerated in Part One hereof; provided
                      that AMP shall continue to supervise the services
                      provided by such company or employees and any such
                      delegation shall not relieve AMP of any of its
                      obligations under this Agreement.


 PART FIVE:                         RENEWAL AND TERMINATION

         (1)          This Agreement shall continue in effect through
                      December 31, 2005 and shall continue from year to year
                      thereafter unless and until terminated by either party
                      as hereinafter provided, except that such continuance
                      after December 31, 2005 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 1940 Act, as amended.

         (2)          This Agreement may be terminated by either Company or
                      AMP 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 1940 Act.


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



Ameriprise Certificate Company               Ameriprise Financial, Inc.





    /s/ Paula R. Meyer                       /s/ Michelle M. Keeley
----------------------------------           ----------------------------------
Name:  Paula R. Meyer                         Name:  Michelle M. Keeley
Title: President                              Title: Sr. Vice President, Fixed
                                                     Income Investments




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