**Exhibit 3(b)**

 

BY-LAWSOF

AMERIPRISECERTIFICATE COMPANY

 

ARTICLE I

 

OFFICES

 

**Section 1**.                             The registered office shallbe in the City of Wilmington, County of Newcastle, State of Delaware.

 

**Section 2**.                             The Corporation may alsohave offices at such other places as the board of directors may from time totime determine or the business of the Corporation may require.

 

ARTICLE II

 

STOCKHOLDERS’MEETINGS

 

**Section 1.****                            **Meetings of thestockholders shall be held in the City of Minneapolis, Minnesota, or at suchother place, within or without the State of Delaware, as may be designated bythe board of directors, and at such time as may be designated in the call andnotice thereof.

 

**Section 2.**                             The annualmeeting of stockholders for the election of directors and the transaction ofsuch other business as may properly come before the meeting shall be held onthe second Wednesday of May, in each year, at 9:00 a.m. Election ofdirectors shall be by plurality vote.

 

**Section 3**.                             In the event thestockholders shall fail to hold an annual meeting at the time specifiedtherefor in Section 2 of this Article, or the directors are not electedthereat, directors may be elected at a special meeting held for that purposeupon call and notice as hereinafter provided for a special meeting of stockholders.

 

**Section 4.**                             Specialmeetings of stockholders may be called for any purpose or purposes at any timeby the chairman of the board of directors, the president, the secretary, theboard of directors, and two or more members of the board of directors, or inthe manner hereinafter provided by one or more stockholders holding not lessthan one-tenth of the issued and outstanding shares of stock. Upon request, inwriting, by registered mail or delivered in person to the president, andvice-president, or secretary, by any person or persons entitled to call ameeting of stockholders, such officer shall forthwith cause notice to be givento the stockholders of a special meeting of stockholders to be held at suchtime as such officer shall fix, not less than ten nor more than sixty daysafter the receipt of such request. Any such request shall state the purpose orpurposes of the proposed meeting.

 

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**Section 5.**                             Written noticeof each meeting of stockholders, stating the time and place, and in case of aspecial meeting the purpose thereof, shall be served upon or mailed to eachstockholder of record at such address as appears on the stock register of theCorporation, at least ten days before such meeting.

 

**Section 6**.                             Notice of the time, placeand purpose of any meeting of stockholders, whether required by statute, by thearticles of incorporation or by these by-laws, may be waived in writing by anystockholder. Such waiver may be given before or after the meeting, and shall befiled with the secretary or entered upon the records of the meeting.

 

**Section 7.**                             Any actionwhich, by statute or by the articles of incorporation, may be taken at ameeting of stockholders, may be taken without a meeting if a consent in writingshall be signed by all of the holders of stock who would be entitled to anotice of a meeting for such purpose.

 

**Section 8.**                             Businesstransacted at all special meetings shall be confined to the objects stated inthe meeting notice.

 

**Section 9**.                             The presence, at any meetingof stockholders, in person or by proxy of the holders of a majority of theshares of stock issued and outstanding shall constitute a quorum for thetransaction of business, except as otherwise provided by statute or by thearticles of incorporation. If, however, a quorum shall not be present at anymeeting of stockholders, the stockholders present in person or by proxy, shallhave power to adjourn the meeting from time to time, until a quorum shall bepresent. If any meeting of stockholders be adjourned to another time or place,whether for lack of quorum or otherwise, no notice as to such adjourned meetingneed be given other than by an announcement, giving the time and place thereof,at the meeting at which the adjournment is taken. At such adjourned meeting atwhich a quorum shall be present, any business may be transacted which mighthave been transacted at the meeting as originally noticed. The stockholderspresent at a duly called or held meeting at which a quorum is present may continueto transact business until final adjournment, notwithstanding the withdrawal ofenough stockholders to leave less than a quorum.

 

**Section 10**.                      When a quorum is present atany meeting, the vote of the holders of a majority of the shares of stock,present in person or by proxy, shall decide any question brought before suchmeeting, unless the question is one upon which, by express provision of thestatutes or of the articles of incorporation or of these by-laws, a differentvote is required, in which case, such express provision shall govern andcontrol the decision of such question.

 

**Section 11.**                      At each meetingof the stockholders, every stockholder of record at the date fixed by the boardof directors as the record date for the determination of the persons entitledto vote at a meeting of stockholders, or, if no date has been fixed, then atthe date of the meeting, shall be entitled at such meeting to one vote for eachshare of stock standing in his name on the books of the Corporation. Astockholder may cast his vote or votes in person or by proxy. The appointment

 

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ofa proxy shall be in writing filed with the secretary at or before the meeting.

 

ARTICLE Ill

 

BOARDOF DIRECTORS

 

**Section 1.**                                         The number of directorswhich shall constitute the whole board shall not be less than three nor morethan fifteen, as the holders of the shares of stock issued and outstanding mayfrom time to time determine. Directors shall be elected at the annual meetingof the stockholders of the Corporation, except that if the number of directorsis increased at any time other than at an annual meeting of stockholders, anadditional director or directors to fill the places on the board created by anysuch increase may be elected at a special meeting of stockholders called forthat purpose. Each director shall be elected to serve until the next annualmeeting of the stockholders and until his successor shall be elected and shallqualify.

 

**Section 2.**                             Vacancies inthe board of directors shall be filled by the remaining members of the board,though less than a quorum, and each person so elected shall be a director untilhis successor is elected by the stockholders who may make such election attheir next annual meeting or at any special meeting called for that purpose.

 

**Section 3**.                             The board of directors shallhave the general management, control and supervision of all business andaffairs of the Corporation, and may do all such lawful acts and things as arenot by statute or by the articles of incorporation or by the by-laws directedor required to be exercised or done by the stockholders.

 

**Section 4**.                             The compensation ofdisinterested directors (as that term is defined under the Investment CompanyAct of 1940, as amended, and the rules promulgated thereunder (the 1940Act)) shall be fixed by the disinterested directors.  The compensation of interested directors,officers, employees and agents of the Corporation shall be fixed by the boardof directors, or by such person or persons as may be designated by the board.

 

ARTICLE IV

 

EXECUTIVECOMMITTEE

 

Section 1.The board of directors may, by resolution passed by a majority of the wholeboard, designate one or more of their number to constitute an executivecommittee, which, to the extent provided in the resolution of the board ofdirectors, shall have and may exercise all the powers and authority of theboard of directors in the management of the business and affairs of theCorporation, and may authorize the seal of the Corporation to be affixed to allpapers which may

 

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require it. Any suchexecutive committee shall act only in the interval between meetings of theboard and shall be subject at all times to the control and direction of theboard. The executive committee shall keep regular minutes of its proceedingsand report the same to the board when required.

 

ARTICLE V

 

MEETINGSOF THE BOARD OF DIRECTORS AND COMMITTEES

DESIGNATEDBY THE BOARD

 

**Section 1.**                             The annualmeeting of the board of directors of the Corporation shall be held in the Cityof Minneapolis, Minnesota, as soon as practicable after the final adjournmentof the annual meeting of the stockholders in each year, and no notice of suchmeeting shall be necessary to the newly elected directors in order to legallyconstitute the meeting provided a quorum shall be present; except, however,’that such meeting may be held at such other place, whether in such state orelsewhere, as a majority of the board of directors may have previously determined.

 

**Section 2.**                             Regularmeetings of the board of directors may be held without notice at such time andplace either within or without the State of Minnesota as a majority of theboard of directors may from time to time determine.

 

**Section 3**.                             Special meetings of theboard may be called by the president on two days’ notice to each director,either personally or by mail or by electronic mail or facsimile transmission(fax); special meetings shall be called by the president or secretary in likemanner and on like notice on the written request of two directors. Any directormay, in writing, either before or after the meeting, waive notice of the timeand place thereof; and without notice, any director by his presence at themeeting shall be deemed to have waived notice.

 

**Section 4.**                             At all meetingsof the board of directors, a majority of the directors shall be necessary andsufficient to constitute a quorum for the transaction of business; and the actsof a majority of the directors present at a meeting at which a quorum ispresent shall be the acts of the board of directors. If a quorum shall not bepresent at any meeting of the directors, the directors present thereat mayadjourn the meeting from time to time, until a quorum shall be present. Nonotice of an adjourned meeting, whether for lack of quorum or otherwise, needbe given other than by an announcement, giving the time and place thereof, atthe meeting at which the adjournment is taken.

 

**Section 5.**                             Except as maybe otherwise required by law, including but not limited to the 1940 Act, anyaction required or permitted to be taken at any meeting of the board ofdirectors, or of any committee thereof, may be taken without a meeting if allmembers of the board or

 

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committee,as the case may be, consent thereto in writing, and the writing or writings arefiled with the minutes of proceedings of the board or committee.

 

**Section 6.**                             Except as maybe otherwise required by law, including but not limited to the 1940 Act,members of the board of directors, or of any committee designated by suchboard, may participate in a meeting of such board or committee by means ofconference telephone or similar communications equipment by means of which allpersons participating in the meeting can hear each other and participation in ameeting pursuant to this Section shall constitute presence in person atsuch meeting.

 

ARTICLE VI

 

NOTICES

 

**Section 1.**                             Whenever, underthe provisions of the statutes or of the certificate of incorporation or ofthese by-laws, notice is required to be given to a director or stockholder, itshall not be construed to mean personal notice, but such notice may be given inwriting, by mail, addressed to such director or stockholder, at his address asappears on the records of the Corporation, with postage thereon pre-paid, andsuch notice shall be deemed to be given at the time when the same shall bedeposited in the United States mail. Notice to directors may also be given bytelegram, electronic mail or fax.

 

**Section 2.**                             Whenever anynotice is required to be given under the provisions of the statutes or of thecertificate of incorporation or of these by-laws, a Waiver thereof in writing,including a fax, signed by the person or persons entitled to such notice,whether before or after the time stated therein, shall be deemed equivalentthereto. Any director by his presence at the meeting shall be deemed to havewaived notice.

 

ARTICLE VII

 

OFFICERS

 

**Section 1.**                             The officers ofthe Corporation shall be a chairman of the board of directors, an auditcommittee chairman, a president, a chief operating officer, a chief complianceofficer, one or more vice presidents (the number thereof to be determined bythe board of directors), a treasurer, a secretary and such assistanttreasurers, assistant secretaries, and such other officers and agents as theboard of directors may deem necessary. All officers of the Corporation shallexercise such powers and perform such duties as shall be set forth in theseby-laws and as shall be determined from time to time by the board of directorsor by the president. Any two of the offices, except those of the president andvice president, treasurer and assistant treasurer, and secretary and assistantsecretary, may be held by the same person.

 

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**Section 2**.                             the disinteresteddirectors,  shall elect a chairman of theboard of directors from its own number. The directors shall elect a president.The president, or his designee, may appoint any officer of the Corporationbelow the rank of president. None of the officers need be a director.

 

**Section 3**.                             The officers of theCorporation shall, except in the event of death, resignation, or removal by theboard of directors, hold office until their successors are chosen and qualifyin their stead. Any officer elected or appointed by the board of directors maybe removed at any time by the board of directors with or without cause; suchremoval, however, shall be without prejudice to the contract rights of thepersons so removed. When a vacancy for any reason occurs among the officers,the board of directors shall have the power to appoint a successor to fill suchvacancy for the unexpired term.

 

**Section 4.**                             The chairman ofthe board of directors shall preside at all meetings of stockholders anddirectors, if present, and shall make reports to the stockholders and the boardof directors from time to time as may be required of him, and shall have suchother powers and perform such other duties as are incident to his office or asmay be assigned to him from time to time by the board of directors.  In the event of the death, incapacity orabsence of the audit committee chairman, the chairman of the board of directorsshall assume the responsibilities of audit committee chairman until the returnof the audit committee chairman or a successor is chosen and qualified.

 

**Section 5.**                             The presidentshall be the chief executive of the Corporation; he shall have general andactive management of the business of the Corporation; shall make reports to theboard of directors and stockholders; shall see that all orders and resolutionsof the board of directors are carried into effect; and shall have such otherpowers and perform such other duties as are incident to his office or as may beassigned to him from time to time by the board of directors.

 

**Section 6.**                             Each vicepresident shall have such powers and shall perform such duties as are incidentto his office or as may be properly required of him by the board of directorsor the president.

 

**Section 7**.                             The secretary shall attendall meetings of the board of directors and of the stockholders and record theirproceedings in a book to be kept for that purpose and shall perform like dutiesfor the executive committee when required. In case the secretary shall beabsent from any meeting, the chairman of the meeting may appoint a temporarysecretary to act at such meeting. The secretary shall give, or cause to begiven, notice of all meetings of the stockholders and special meetings of theboard of directors. He shall have the custody of the stock register, minutebooks and the seal of the Corporation, and shall make such reports and performsuch other duties as are incident to his office or are properly required of himby the board of directors or the president.

 

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**Section 8.**                             The assistantsecretary or assistant secretaries shall perform the duties of the secretary incase of his absence or incapacity, and shall perform such other duties as areproperly required by the board of directors, the president or the secretary.

 

**Section 9.**                             The treasurershall have the custody of all the funds and securities of the Corporation, andshall deposit all monies and valuables in the name of and to the credit of theCorporation in such banks or depositories as the board of directors maydesignate, and shall keep regular books of account, and shall have custody ofthe books and records incident to his office and such as the board of directorsmay direct, and he shall have such other powers and shall perform such otherduties as are incident to his office or which are properly required of him bythe board of directors or the president.

 

**Section 10.**                      The assistanttreasurer or assistant treasurers shall perform the duties of the treasurer incase of his absence or incapacity, and shall perform such other duties as areproperly required by the board of directors, the president or the treasurer.

 

**Section 11.**                      The auditcommittee chairman shall preside at all meetings of the audit committee of theboard of directors, if present, an shall make reports to the stockholders andthe board of directors from time to time as may be required of him and shallhave such other powers and perform such other duties as are incident to hisoffice or as may be assigned to him from time to time by the board ofdirectors.  In the event of the death,incapacity or absence of the chairman of the board of directors, the chairmanof the audit committee shall assume the responsibilities of chairman of theboard of directors until the return of the chairman of the board of directorsor a successor is chosen and qualified.

 

**Section 12.**                      The chiefoperating officer shall be responsible for the monitoring and supervision ofthe day-to-day operations of the Corporation and providing operationalreporting to the board of directors.

 

**Section 13.**                      The chiefcompliance officer shall be responsible for the Corporation’s complianceprogram pursuant to the provisions of the 1940 Act.

 

ARTICLE VIII

 

CLOSINGOF TRANSFER BOOK

ANDFIXING OF RECORD DATE

 

**Section 1.**                             The board ofdirectors may fix a time, not more than sixty or less than ten days precedingthe date of any meeting of stockholders, as a record date for the determinationof the stockholders entitled to notice of and to vote at such meeting, and insuch case only

 

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stockholdersof record on the date so fixed, or their legal representatives, shall beentitled to notice of and to vote at such meeting, notwithstanding any transferof any shares on the books of the Corporation after any record date so fixed.The board of directors may close the books of the Corporation against transfersof shares during the whole or any part of such period.

 

**Section 2.**                             The board ofdirectors may fix a time not exceeding sixty days preceding the date fixed forthe payment of any dividend or distribution, or the date for the allotment ofrights, or, subject to contract rights with respect thereto, the date when anychange or conversion or exchange of shares shall be made or go into effect, asa payment of any such dividend, distribution or allotment of rights, or toexercise rights in respect of any such change, conversion or exchange ofshares, and in such case only stockholders of record on the date so fixed shallbe entitled to receive payment of such dividend, distribution or allotment ofrights or to exercise such rights of change, conversion or exchange of shares,as the case may be, notwithstanding any transfer of any shares on the books ofthe Corporation after any record date fixed as aforesaid. The board ofdirectors may close the books of the Corporation against the transfer of sharesduring the whole or any part of such period.

 

ARTICLE IX

 

SHARESOF STOCK

 

**Section 1.**                             Allcertificates for shares of the capital stock of this Corporation shall besigned by the president or any vice president and be countersigned by thesecretary or any assistant secretary, and shall be sealed with the corporateseal, and shall be numbered and registered in the order in which they areissued.

 

**Section 2.**                             All transfer ofshares of stock shall be made only on the books of the Corporation onapplication of the owner or assignee thereof, or by proper power of attorney,in writing, on surrender of the certificates for such shares; and allsurrendered certificates shall be cancelled and filed by the secretary or anyassistant secretary.

 

**Section 3.**                             The board ofdirectors shall have power and authority to make all such rules andregulations as it may deem expedient concerning the issue, transfer andregistration of certificates for shares of the capital stock of the Corporationnot inconsistent with the statutes, its articles of incorporation, and itsby-laws.

 

**Section 4.**                             The Corporationshall be entitled to treat the holder of record of any share or shares of stockas the holder in fact thereof and, accordingly, shall not be bound to recognizeany equitable or other claim to or interest in such share on the part of anyother person, whether or not it shall have express or other notice thereof,except as expressly provided by the laws of Delaware.

 

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ARTICLE X

 

LOSTCERTIFICATES

 

**Section 1**.                             The board of directors maydirect a new certificate or certificates to be issued in place of anycertificate or certificates theretofore issued by the Corporation alleged tohave been destroyed or lost upon the making of an affidavit of that fact by theperson claiming the certificate of stock to be lost or destroyed, and the boardof directors, when authorizing such issue of a new certificate or certificates,may, in its discretion and as a condition precedent to the issuance thereof,require the owner of such lost or destroyed certificate or certificates, or hislegal representative, to advertise the same in such manner as it shall requireand/or give the Corporation a bond in such sum as it may direct, to indemnifythe Corporation against any claim arising from the issue of such newcertificate.

 

ARTICLE Xl

 

CONVEYANCESAND CONTRACTS

 

**Section 1.**                             The president,the chairman of the board, or any vice president may with the secretary or anyassistant secretary, sign, cause the corporate seal to be affixed thereto whennecessary, acknowledge and deliver all conveyances, contracts, deeds, notes,mortgages, satisfactions, leases, assignments, licenses, transfers, powers ofattorney, certificates for shares of stock, face amount certificates and allother similar and dissimilar instruments. The board of directors may by resolutionauthorize any person or any officer or officers alone or with another officeror officers to sign, cause the corporate seal to be affixed thereto whennecessary, acknowledge and deliver any written instrument, or class of writteninstruments, for and on behalf of the Corporation.

 

**Section 2.**                             All checks ordemands for money and notes of the Corporation shall be signed by thetreasurer, assistant treasurer or such officer or officers or such other personor persons as may from time to time by authorized by the board of directors orby officers designated by the board or directors.

 

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ARTICLE XII

 

INDEMNIFICATION

 

**Section 1.**                             The Corporationshall, to the fullest extent permitted by applicable law, indemnify any personwho is or was or has agreed to become a director or officer of the Corporationand who is or was made or threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil, criminal,administrative, legislative or investigative. Such indemnification shall cover judgments, fines, amounts paid or to bepaid in settlement, penalties, costs, charges and expenses, including attorney’sfees, incurred in connection with such action, suit or proceeding or any appealthereof.  Such indemnification shall onlybe provided if the indemnified person acted in good faith and in a manner hereasonably believed to be in or not opposed to the best interests of theCorporation, and, with respect to any criminal action or proceeding, had noreasonable cause to believe his conduct was unlawful.  At the discretion of the board of directors,the Corporation may also extend indemnification in other circumstances and toother individuals in a manner consistent with applicable law and the principlesunderlying this Section.  The benefits ofthis Section shall extend to the heirs, executors, administrators andlegal representatives of any person entitled to indemnification under thisSection.

 

ARTICLE XIII

 

AMENDMENTOF BY-LAWS

 

**Section 1.**                             These by-lawsmay be altered at any regular meeting of the stockholders, or at any specialmeeting of the stockholders, at which a quorum is present or represented,provided notice of the proposed alteration is contained in the notice of suchmeeting, by the affirmative vote of holders of a majority of the shares issuedand outstanding and entitled to vote at such meeting present or representedthereat, or by the affirmative vote of a majority of the board of directors atany regular meeting of the board or at any special meeting if notice of theproposed alteration be contained in the notice of such special meeting;provided, however, the board shall not make or alter any by-laws fixing itsnumber, qualifications, classifications or term of office.

 

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