SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-1
AMERICAN EXPRESS INVESTORS CERTIFICATE
POST-EFFECTIVE AMENDMENT NO. 15 TO
REGISTRATION STATEMENT NO. 33-26844
UNDER
THE SECURITIES ACT OF 1933
IDS CERTIFICATE COMPANY
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
6725
(Primary Standard Industrial Classification Code Number)
41-6009975
(I.R.S. Employer Identification No.)
IDS Tower 10, Minneapolis, MN 55440, (612) 671-3131
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Bruce A. Kohn IDS Tower 10, Minneapolis, MN 55440-0010,
(612) 671-2221
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
The Registrant has registered an indefinite number of certificates under the
Securities Act of 1933 pursuant to Section 24-f of the Investment Company Act of
1940. Registrant's Rule 24f-2 Notice for its most recent fiscal year (December
31) was filed on or about February 27, 1997.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item
Number
Item 13. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of
the securities being registered are to be borne by the
registrant.
Item 14. Indemnification of Directors and Officers.
The By-Laws of IDS Certificate Company provide that it shall
indemnify any person who was or is a party or is threatened to be
made a party, by reason of the fact that he was or is a director,
officer, employee or agent of the company, or is or was serving
at the direction of the company, or any predecessor corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, to any
threatened, pending or completed action, suit or proceeding,
wherever brought, to the fullest extent permitted by the laws of
the state of Delaware, as now existing or hereafter amended.
The By-Laws further provide that indemnification questions
applicable to a corporation which has been merged into the
company relating to causes of action arising prior to the date of
such merger shall be governed exclusively by the applicable laws
of the state of incorporation and by the by-laws of such merged
corporation then in effect. See also Item 17.
Item 15. Recent Sales of Unregistered Securities.
(a) Securities Sold
Period of sale Title of securities Amount sold
1994 IDS Special Deposits 18,013,424.38
1995 IDS Special Deposits 56,855,953.53
1996 IDS Special Deposits* 41,064,486.74
1997 through American Express
Sept. 30** Special Deposits $113,499,731.00
*Renamed American Express Special Deposits in April, 1996.
** Most recent practicable date through which to provide
information.
(b) Underwriters and other purchasers
American Express Special Deposits are marketed by American Express Bank Ltd.
(AEBL), an affiliate of IDS Certificate Company, to private banking clients of
AEBL in the United Kingdom and Hong Kong.
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(c) Consideration
All American Express Special Deposits were sold for cash. The aggregate offering
price was the same as the amount sold in the table above. Aggregate marketing
fees to AEBL were $88,686.14 in 1994, $172,633.41 in 1995, $301,946.44 in 1996,
and $394,482.96 in 1997 through Sept. 30.
(d) Exemption from registration claimed
American Express Special Deposits are marketed, pursuant to the exemption in
Regulation S under the Securities Act of 1933, by AEBL in the United Kingdom and
Hong Kong to persons who are not U.S.
persons, as defined in Regulation S.
Item 16. Exhibits and Financial Statement Schedules.
(a) The following exhibits to this Post-Effective Amendment
No. 12 to Registration Statement No. 33-26844 are
incorporated herein by reference or attached hereto:
1. (a) Copy of Distribution Agreement dated November
18, 1988, between Registrant and IDS Financial
Services Inc., filed electronically as Exhibit
1(a) to the Registration Statement for the
American Express International Investment
Certificate (now called, the IDS Investors
Certificate), is incorporated herein by
reference.
2. Not Applicable.
3. (a) Certificate of Incorporation, dated December
31, 1977, filed electronically as Exhibit 3(a)
to Post-Effective Amendment No. 2 to
Registration Statement No. 2-95577, is
incorporated herein by reference.
(b) Certificate of Amendment, dated February 29,
l984, filed electronically as Exhibit 3(b) to
Post-Effective Amendment No. 2 to Registration
Statement No. 2-95577, is incorporated herein
by reference.
(c) By-Laws, dated December 31, 1977, filed
electronically as Exhibit 3(c) to Post-
Effective Amendment No. 2 to Registration
Statement No. 2-95577, are incorporated herein
by reference.
4. Not applicable.
5. An Opinion and Consent of Counsel as to the legality
of the securities being registered is filed with the
Registrant's most recent 24F-2 Notice.
6 through 9. -- None.
<PAGE>
10. (a) Copy of Investment Advisory and Services
Agreement between Registrant and IDS/American
Express Inc., dated January 12, 1984, filed
electronically as Exhibit 10(a) to Post-
Effective Amendment No. 2 to Registration
Statement No. 2-95577, is incorporated herein
by reference.
(b) Copy of Depository and Custodial Agreement,
between IDS Certificate Company and IDS Trust
Company dated September 30, 1985, filed
electronically as Exhibit 10(b) to Post-
Effective Amendment No. 2 to Registration
Statement No. 2-95577, is incorporated herein
by reference.
(c) Copy of Foreign Deposit Agreement dated
November 24, 1990, between Registrant and IDS
Bank & Trust, filed electronically as Exhibit
10(h) to Post-Effective Amendment No. 5 to
Registration Statement No. 33-26844, is
incorporated herein by reference.
(d) Copy of Selling Agent Agreement dated
June 1, 1990 between American Express Bank
International and IDS Financial Services Inc.
for the American Express Investors Certificate,
filed electronically as Exhibit 1 to the Pre-
Effective Amendment 2 to Registration Statement
No. 33-26844 for the IDS Investors Certificate
is incorporated herein by reference.
(e) Copy of Selling Agent Agreement dated Dec. 12,
1994 between American Express Bank
International, Coutts & Co (USA) International
and IDS Financial Services Inc. for the
Investors Certificate is filed electronically.
As Exhibit 1(e) to Post-Effective Amendment No.
9 to Registration Statment No. 33-26844 for IDS
Investors Certificate is incorporated herein by
reference.
(f) Copy of Amendment to the Selling Agent
Agreement dated Dec. 12, 1994 between American
Express Bank International and IDS Financial
Services Inc. for the IDS Investors Certificate
is filed electronically as Exhibit 1(d) to
Post-Effective Amendment No. 9 to Registration
Statment No. 33-26844 for IDS Investors
Certificate is incorporated herein by
reference.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16.
(a) Continued
(g) Copy of Consulting Agreement dated Dec. 12,
1994 between American Express Bank and IDS
Financial Services Inc. for the IDS Investors
Certificate is filed electronically. As
Exhibit 1(f) to Post-Effective Amendment No. 9
to Registration Statment No. 33-26844 for IDS
Investors Certificate is incorporated herein by
reference.
(h) Copy of Marketing Agreement dated October
10,1991, between Registrant and American
Express Bank Ltd., filed electronically as
Exhibit 1(d) to Post-Effective Amendment No. 31
to Registration Statement 2-55252, is
incorporated herein by reference.
(i) Copy of Letter amendment dated January 9, 1997 to
the Marketing Agreement dated October 10, 1991,
between Registrant and American Express Bank Ltd.,
filed electronically as Exhibit 10(j) to
Post-Effective Amendment No. 40 to Registration
Statement 2-55252, is incorporated herein by
reference.
(j) Copy of Letter amendment dated April 7, 1997 to
the Selling Agent Agreement dated June 1, 1990,
between American Express Financial Advisors Inc.
and American Express Bank International is filed
electronically herewith.
11 through 22. -- None.
23. Opinion and Consent of Counsel is filed
electronically herewith as Exhibit 23.
24. (a) Officers' Power of Attorney, dated May 17,
1994, filed electronically as Exhibit
25(a) to Post-Effective Amendment No. 9 to
Registration Statement No. 2-95577, is
incorporated herein by reference.
(b) Directors' Power of Attorney, dated
February 29, 1996 filed electronically as
Exhibit 25(b) to Post-Effective Amendment
No. 13 to Registration Statement No.
33-26844 is incorporated herein by
reference.
25 through 28. -- None.
(b) The financial statement schedules for IDS Certificate Company
filed electronically as Exhibit 16(b) to Post-Effective
Amendment No. 40 to Registration Statement No. 2-55252 for
Series D-1 Investment Certificate, are incorporated by
reference.
<PAGE>
Item 17. Undertakings.
Without limiting or restricting any liability on the part of the
other, American Express Financial Advisors Inc., (formerly, IDS
Financial Services Inc.) as underwriter, and American Express
Bank International and Coutts & Co (USA) International, as
selling agents, will assume any actionable civil liability which
may arise under the Federal Securities Act of 1933, the Federal
Securities Exchange Act of 1934 or the Federal Investment Company
Act of 1940, in addition to any such liability arising at law or
in equity, out of any untrue statement of a material fact made by
their respective agents in the due course of their business in
selling or offering for sale, or soliciting applications for,
securities issued by the Company or any omission on the part of
their respective agents to state a material fact necessary in
order to make the statements so made, in the light of the
circumstances in which they were made, not misleading (no such
untrue statements or omissions, however, being admitted or
contemplated), but such liability shall be subject to the
conditions and limitations described in said Acts. American
Express Financial Advisors Inc., American Express Bank
International and Coutts & Co (USA) International will also
assume any liability of the Company for any amount or amounts
which the Company legally may be compelled to pay to any
purchaser under said Acts because of any untrue statements of a
material fact, or any omission to state a material fact, on the
part of the respective agents of American Express Financial
Advisors Inc., American Express Bank International, and Coutts &
Co (USA) International to the extent of any actual loss to, or
expense of, the Company in connection therewith. The By-Laws of
the Registrant contain a provision relating to Indemnification of
Officers and Directors as permitted by applicable law.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this amendment to this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis
and State of Minnesota, on the 31st day of October, 1997.
IDS CERTIFICATE COMPANY
By /s/ Stuart A. Sedlacek*
Stuart A. Sedlacek, President
Pursuant to the requirements of the Securities Act of 1933, this amendment has
been signed below by the following persons in the following capacities on the
31st day of October, 1997.
Signature Capacity
/s/ Stuart A. Sedlacek* ** President and Director
Stuart A. Sedlacek (Principal Executive
Officer)
/s/ Jay C. Hatlestad* Vice President and
Jay C. Hatlestad Controller
(Principal Financial Officer and
Principal Accounting Officer)
/s/ David R. Hubers** Director
David R. Hubers
/s/ Charles W. Johnson** Director
Charles W. Johnson
/s/ Richard W. Kling** Chairman of the
Richard W. Kling Board of Directors
and Director
/s/ Edward Landes** Director
Edward Landes
Signatures continued on next page.
<PAGE>
Signatures continued from previous page.
Signature Capacity
/s/ John V. Luck** Director
John V. Luck
/s/ James A. Mitchell** Director
James A. Mitchell
/s/ Harrison Randolph** Director
Harrison Randolph
/s/ Gordon H. Ritz** Director
Gordon H. Ritz
*Signed pursuant to Officers' Power of Attorney dated May 17, 1994
filed electronically as Exhibit 25(a) to Post-Effective Amendment
No. 10, to Registration Statement No. 33-26844, incorporated herein
by reference.
- ------------------------
Bruce A. Kohn
**Signed pursuant to Directors' Power of Attorney dated February
29, 1996 filed electronically as Exhibit 25(b) to Post-Effective
Amendment No. 13 to Registration Statement No. 2-95577,
incorporated herein by reference.
- ------------------------
Bruce A. Kohn
<PAGE>
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 15 TO REGISTRATION
STATEMENT NO. 33-26844
Cover Page
Part II Information
Signatures
EXHIBIT INDEX
Exhibit 10(j): Copy of Letter amendment dated April 7, 1997 to the
Selling Agent Agreement dated June 1, 1990,
between American Express Financial Advisors
Inc. and American Express Bank International.
Exhibit 23: Opinion and Consent of Counsel
April 7, 1997
American Express Bank International
1221 Brichell Ave. #800
Miami, FL 33131
Ladies and Gentlemen:
This is to confirm our agreement that, effective April 30, 1997, the attached
Schedule A will replace the current Schedule A dated May 2, 1995, to the Selling
Agent Agreement date June 1, 1990, between American Express Financial Advisors
Inc. and American Express Bank International and as subsequently supplemented or
amended, in accordance with Section I(1) of said Selling Agent Agreement. Please
note that this is the third amendment to the Selling Agent Agreement or a
schedule thereto.
Very truly yours,
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
By: /s/ Stuart A. Sedlacek
Stuart A. Sedlacek
Vice President-Assured Assets
Accepted and agreed to by
AMERICAN EXPRESS BANK INTERNATIONAL
By: /s/ Sergio J. Masvidal
Sergio J. Masvidal
President
<PAGE>
SCHEDULE A
EFFECTIVE AS OF APRIL 30, 1997
1. Pursuant to Section I(1) of the Marketing Agreement dated as of June 1,
1990, as subsequently amended, AEBI may offer the American Express
Investors Certificate (formerly the IDS Investors Certificate)
("Certificate"), which Certificate guarantees interest in advance for a
term of 1,2,3,6,12,24 or 36 months, at the client's option, bearing
Libor-based interest rates.
2. AEBI shall be compensated sales of the Certificate as follows:
(i) For Certificates sold on or after June 1, 1990:
(a) For Certificates sold in an amount equal to $1 million or
more, a fee equal to .50% per annum of the amount
outstanding for each Certificate; provided, however, that
for each certificate with an amount outstanding of $1
million or more, when the aggregate reserve balance for
that Certificate, and any other Certificate with
identical registered ownership and an amount outstanding
of $1 million or more, is at least $20 million, and the
aggregate reserve balance is invested for terms that
average at least six months, of which at least $5 million
is invested for a term of 12 months or longer, the fee
shall be equal to .30% per annum of the amount
outstanding;
(b) For Certificates sold in an amount from $500,000 to $999,999, a
fee equal to .65% per annum of the amount outstanding for each
Certificate;
(c) For Certificates sold in an amount from $250,000 to $499,999, a
fee equal to .80% per annum of the amount outstanding for each
Certificate; and
(d) For Certificates sold in an amount from $100,000 to $249,999, a
fee equal to 1.25% per annum of the amount outstanding for each
Certificate.
(ii) For Certificates sold prior to June 1, 1990, AEBI shall
be paid a fee of .50% per annum of the amount outstanding
for each such Certificate sold. The fee of .50% per
annum shall continue to apply to such Certificates
through January 31, 1991. From and after February 1,
1991, AEBI shall be paid compensation in accordance with
(i) above for all Certificates, regardless when such
Certificates were sold.
3. The amount outstanding shall be calculated as of the end of
each term or Certificate quarter, as the case may be. The
calculations shall take into account any additions to or
withdrawals from a Certificate. Compensation shall be
calculated on a 360-day year (30 day month) basis. AEBI shall
<PAGE>
be paid after the end of each term for the 1,2, and 3 month term
Certificates and after the end of each Certificate quarter for the 6,
12, 24 and 36 month term Certificates. The compensation payable to AEBI
for certificate terms and quarters ending during any given calendar
month shall be aggregated and paid to AEBI in a lump sum promptly after
each calendar month end.
(212) 326-8332
October 31, 1997
IDS Certificate Company
Attention: Bruce A. Kohn
IDS Tower 10
Minneapolis, MN 55440-0010
Re: American Express Investors Certificates
Gentlemen:
You have asked us to render our opinions to you concerning certain
aspects and consequences of the acquisition and holding of an American Express
Investors Certificate (a "Certificate") issued by IDS Certificate Company, a
domestic corporation (the "Company"), to, and held by, an individual who is a
nonresident alien individual as to the United States (an "NRA") under the
Federal tax laws of the United States.
1. Authorities Examined
In rendering the opinions set forth below, in addition to the Documents
(as such term is defined in Section 2 below), we have examined and relied upon
provisions of the Internal Revenue Code of 1986, as amended (hereinafter
"I.R.C." or the "Code"); final, temporary and proposed regulations (hereinafter
"Treasury Regulations") promulgated under the Code by the U.S. Department of the
Treasury; administrative pronouncements issued by the U.S. Internal Revenue
Service; judicial decisions rendered by U.S. Federal courts of competent
jurisdiction; and such other sources and authorities that we have deemed
relevant in reaching the conclusions expressed herein.
<PAGE>
2. Document Examined
In rendering the opinions set forth below, in addition to the sources
and authorities described above, we have examined and relied upon such
instruments and other writings (which may have included, without limitation,
materials existing exclusively in electronic or machine-readable form) that we
have deemed relevant in reaching the conclusions expressed herein (hereinafter
singly a "Document" and collectively the "Documents"), including without
limitation the following:
2.1. The Certificate of Officers of the Company, dated as of October 30,
1997, furnished to us by Bruce A. Kohn, Vice President and General
Counsel of the Company, a copy of which is annexed hereto as Exhibit
A.,
2.2. Two versions of the April, 1997 prospectus issued to prospective
purchasers of Certificates (collectively, "Prospectuses"), copies of
which are annexed hereto as Exhibit B.
3. Opinions
Based upon the foregoing, and subject to the assumptions, exclusions
and limitations set forth below, we are of the opinion that:
(a) Interest paid on a Certificate to an NRA will constitute
"portfolio interest", within the meaning of Section 871(h) of
the Code, and will be exempt from the U.S. Federal withholding
tax otherwise imposed by Section 1441 of the Code.
(b) An NRA who dies while a holder of a Certificate will not be
subject to the U.S. Federal estate tax with respect to the
value of that Certificate, pursuant to Section 2105(b) of the
Code.
(c) An NRA who is the grantor of a trust that holds a Certificate
will be treated as the holder of such Certificate for U.S.
Federal tax purposes if such NRA has the exclusive power at
all relevant times to revoke such trust and to thereupon
revest absolutely in himself title to all property held by
such trust.
4. Assumptions
In rendering the opinions set forth above, we have assumed (and we have
made no independent investigation or inquiry whatsoever to confirm, and we
expressly disclaim any intent, undertaking or obligation to make any such
investigation or inquiry to confirm) that:
<PAGE>
4.1. Each of the Documents is a genuine original of such Document
or a true copy or facsimile thereof, and any such true copy or
facsimile correctly reflects the contents of the corresponding
original.
4.2. Each of the executed Documents has been duly authorized,
executed and delivered by each party thereto.
4.3. The signatures, seals, endorsements and initials on all
executed Documents are genuine, and where any such signature,
seal, endorsement or initials purport to have been affixed in
a corporate, governmental, fiduciary or other representative
capacity, the person who affixed such signature, seal,
endorsement or initials to such Document or Documents had full
power and authority to do so.
4.4. The representations made to us by officers, employees and
agents of the Company and its affiliates, whether orally or in
writing, with respect to the subject matter of the opinions
set forth above are true, correct and complete in all material
respects as of the date they were made and at all times
thereafter through and including the date hereof.
4.5. The statements of fact contained in the Documents are true,
correct and complete in all material respects as of the date
they were made and at all times thereafter through and
including the date hereof.
4.6. Each Certificate constitutes and will constitute debt
for all U.S. Federal tax purposes.
4.7. No NRA owns (or is treated as owning under Section
871(h)(3)(C) of the Code) ten percent or more of the total
combined voting power of all classes of stock of the Company
entitled to vote.
4.8. No NRA will be (or will be deemed to be) engaged in the
conduct of a trade or business within the United States
(within the meaning of Section 864 of the Code) at any time
during which such NRA holds a Certificate.
4.9. With respect to any given Certificate that is the subject of
the opinions set forth above, the certification requirements
described in Section 871(h)(2) (B)(ii) of the Code and
Treasury Regulations promulgated thereunder have been and will
be satisfied.
5. Exclusions
Anything in the foregoing to the contrary notwithstanding, we expressly
decline to opine upon, and expressly disclaim any intent, undertaking or
obligation to opine upon, and hereby expressly exclude from the scope of the
opinions set forth above, the following matters:
<PAGE>
5.1. Any and all matters arising under the laws of any State of
the United States or the District of Columbia or any
political subdivision thereof.
5.2. Any and all matters arising under the laws of any country
other than the United States. For this purpose, the
dependencies, protectorates, territories and possessions of
the United States shall be deemed to be countries other than
the United States.
6. Limitations
6.1. The opinions set forth above are furnished only as to facts
and circumstances existing at the date hereof and actually
known or represented to us on such date. If any such facts and
circumstances should change, or if a determination is made
hereafter that any such facts or circumstances were untrue or
inaccurate on such date, any such change or determination
could adversely affect or render inapplicable the opinions set
forth above.
6.2. The opinions set forth above are furnished in express reliance
on the assumptions set forth in Section 4 hereof. If a
determination is made hereafter that any such assumption was
untrue or inaccurate as of the date hereof, any such
determination could adversely affect or render inapplicable
the opinions set forth above.
6.3. Each of the sources and authorities described in Section 1
hereof is subject to repeal, revocation or modification
without notice, possibly with retroactive effect; any such
repeal, revocation or modification could adversely affect or
render inapplicable the opinions set forth above. The opinions
set forth above apply only to the subject matter thereof as at
the date hereof.
6.4. The opinions set forth above are furnished solely for your
benefit and may not be used, relied upon, referred to or
quoted by any other person without our prior specific written
consent thereto. There are no express or implied third-party
beneficiaries in or of the opinions set forth above.
6.5. The contents of Section 3 hereof, subject to and as modified
by the remaining contents hereof, constitute the entirety of
the opinions furnished by us to you with respect to the
Prospectuses and subject matter thereof. From and after the
date hereof, this original writing supersedes any and all (a)
prior opinions furnished by us to you on the subject matter
hereof, (b) prior drafts or versions hereof, and(c) prior or
contemporaneous communications between ourselves and you
relating to the subject matter hereof.
<PAGE>
6.6. This opinion may be executed in one or more counterparts, each
of which shall be deemed to be an original and all of which
together shall constitute one and the same document.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement or an amendment
thereof relating to the Certificates and the Prospectuses (or either of them),
as well as to the references to us in the Prospectus Supplement dated October
31, 1997 to the Prospectuses or either of them.
Very truly yours,
Jones, Day, Reavis & Pogue
<PAGE>
Certificate of Officer of IDS Certificate Company
The undersigned, being the Vice President and General Counsel of IDS
Certificate Company (hereinafter the "Company"), for the express purpose of
inducing Jones, Day, Reavis & Pogue to render its opinions of even date herewith
in connection with the matters described therein, and on the understanding and
with the intent that Jones, Day, Reavis & Pogue will rely hereon in rendering
the said opinions, does hereby certify, on behalf of the Company, that the
following representations of fact (which are not intended to be conclusions of
law) are true, correct and complete in all material respects as of all relevant
times through and including the effective date hereof:
1. The undersigned is the duly appointed and serving Vice President and
General Counsel of the Company on the date hereof.
2. The undersigned has full power and authority to make the
representations of fact contained herein for, in the name of and on
behalf of the Company.
3. The undersigned has information relating to the matters contained in
the representations of fact set forth below by reason of (a) personal
knowledge, (b) personal review of relevant documents, and (c) due
inquiry of other officers and other persons having such personal
knowledge or having made such personal review or due inquiry; and all
such information so obtained by the undersigned is true, correct and
complete in all material respects, and is adequate to confirm the
truth, completeness and accuracy of the representations of fact
contained herein.
4. Each American Express Investors Certificate is issued by the Company
(a "Certificate") is issued in registered form, within the meaning of
Section 871(h)(2)(B)(i) of the Internal Revenue Code of 1986, as
amended (the "Code") and the Treasury Regulations promulgated
thereunder.
5. Whenever the interest rate payable with respect to a Certificate is
reset by the Company by reason of a renewal or extension thereof, such
new interest rate is not determined in whole or in part by reference
to (a) any receipts, sales, cash flows, income, profits, gains of the
Company or of any person related to the Company (within the meaning of
Section 871(h)(4)(B) of the Code); (b) any change in value of any
property of the Company or of any such related person; or (c) any
dividend, partnership distribution or similar payment made by the
Company or by any such related party.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this certificate for,
on behalf of and in the name of the Company as of the effective date hereof set
forth below.
Bruce A. Kohn
Vice President and General Counsel
IDS Certificate Company
October 30, 1997
