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ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made the 13th of November, 1996, by and between IDS
Global Series, Inc. (the "Corporation"), a Minnesota corporation,
on behalf of its underlying series funds: IDS Emerging Markets
Fund, IDS Global Balanced Fund and IDS Innovations Fund
(individually a "Fund" and collectively the "Funds"); and American
Express Financial Corporation, a Delaware corporation.
Part One: SERVICES
(1) The Corporation hereby retains American Express Financial
Corporation, and American Express Financial Corporation hereby
agrees, for the period of this agreement and under the terms and
conditions hereinafter set forth, to furnish the Funds continuously
with all administrative, accounting, clerical, statistical,
correspondence, corporate and all other services of whatever nature
required in connection with the administration of the Funds as
provided under this agreement; and to pay such expenses as may be
provided for in Part Three hereof; subject always to the direction
and control of the Board of Directors, the Executive Committee and
the authorized officers of the Corporation. American Express
Financial Corporation agrees to maintain an adequate organization
of competent persons to provide the services and to perform the
functions herein mentioned. American Express Financial Corporation
agrees to meet with any persons at such times as the Board of
Directors deems appropriate for the purpose of reviewing American
Express Financial Corporation's performance under this agreement.
(2) The Corporation agrees that it will furnish to American Express
Financial Corporation any information that the latter may
reasonably request with respect to the services performed or to be
performed by American Express Financial Corporation under this
agreement.
(3) It is understood and agreed that in furnishing the Funds with
the services as herein provided, neither American Express Financial
Corporation, nor any officer, director or agent thereof shall be
held liable to the Corporation (and/or the Funds) or its creditors
or shareholders for errors of judgment or for anything except
willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or reckless disregard of its obligations
and duties under the terms of this agreement. It is further
understood and agreed that American Express Financial Corporation
may rely upon information furnished to it reasonably believed to be
accurate and reliable.
Part Two: COMPENSATION FOR SERVICES
(1) The Corporation agrees to pay to American Express Financial
Corporation, on behalf of the Funds, and American Express Financial
Corporation covenants and agrees to accept from the Corporation in
full payment for the services furnished, a fee based on the net
assets of each Fund as set forth in the following table:
<
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Global Balanced
Emerging Markets Innovations
Assets Annual Rate At Assets Annual Rate At
(Billions) Each Asset Level (Billions) Each Asset Level
First $0.25 0.10% First $0.25 0.060%
Next 0.25 0.09 Next 0.25 0.055
Next 0.25 0.08 Next 0.25 0.050
Next 0.25 0.07 Next 0.25 0.045
Next 1.00 0.06 Next 1.00 0.040
Over 2.00 0.05 Over 2.00 0.035
The administrative fee for each calendar day of each year shall be
equal to 1/365th (1/366th in each leap year) of the total amount
computed. The computation shall be made for each such day on the
basis of net assets as of the close of business of the full
business day two (2) business days prior to the day for which the
computation is being made. In the case of the suspension of the
computation of net asset value, the administrative fee for each day
during the suspension shall be computed as of the close of business
on the last full business day on which the net assets were
computed. "Net assets" as of the close of a full business day
shall include all transactions in shares of the each Fund recorded
on the books of each Fund for that day.
(2) The administrative fee shall be paid on a monthly basis and, in
the event of the termination of this agreement, the administrative
fee accrued shall be prorated on the basis of the number of days
that this agreement is in effect during the month with respect to
which such payment is made.
(3) The administrative fee provided for hereunder shall be paid in
cash to American Express Financial Corporation within five (5)
business days after the last day of each month.
Part Three: ALLOCATION OF EXPENSES
(1) The Corporation, on behalf of the Funds, agrees to pay:
(a) Administrative fees payable to American Express Financial
Corporation for its services under the terms of this agreement;
(b) Taxes;
(c) Fees and charges of its independent certified public
accountants for services the Corporation requests;
(d) Fees and expenses of attorneys (i) it employs in matters not
involving the assertion of a claim by a third party against the
Corporation, its directors and officers, (ii) it employs in
conjunction with a claim asserted by the Board of Directors against
American Express Financial Corporation, except that American
Express Financial Corporation shall reimburse the Corporation for
such fees and expenses if it is ultimately determined by a court of
competent jurisdiction, or American Express Financial Corporation
agrees, that it is liable in whole or in part to the Corporation
(and/or the Funds), and (iii) it employs to assert a claim against
a third party;
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(e) Fees paid for the qualification and registration for public
sale of the securities of the Funds under the laws of the United
States and of the several states in which such securities shall be
offered for sale;
(f) Office expenses which shall include a charge for occupancy,
insurance on the premises, furniture and equipment, telephone,
telegraph, electronic information services, books, periodicals,
published services, and office supplies used by the Funds, equal to
the cost of such incurred by American Express Financial
Corporation;
(g) Fees of consultants employed by the Corporation;
(h) Directors, officers and employees expenses which shall include
fees, salaries, memberships, dues, travel, seminars, pension,
profit sharing, and all other benefits paid to or provided for
directors, officers and employees, directors and officers liability
insurance, errors and omissions liability insurance, worker's
compensation insurance and other expenses applicable to the
directors, officers and employees, except the Corporation will not
pay any fees or expenses of any person who is an officer or
employee of American Express Financial Corporation or its
affiliates;
(i) Filing fees and charges incurred by the Corporation in
connection with filing any amendment to its articles of
incorporation, or incurred in filing any other document with the
State of Minnesota or its political subdivisions;
(j) Organizational expenses of the Funds;
(k) One-half of the Investment Company Institute membership dues
charged jointly to the IDS MUTUAL FUND GROUP and American Express
Financial Corporation; and
(l) Expenses properly payable by the Corporation, approved by the
Board of Directors.
(2) American Express Financial Corporation agrees to pay all
expenses associated with the services it provides under the terms
of this agreement. Further, American Express Financial Corporation
agrees that if, at the end of any month, the expenses of any Fund
under this agreement and any other agreement between the Funds and
American Express Financial Corporation, but excluding those
expenses set forth in (1)(b) of this Part Three, exceed the most
restrictive applicable state expense limitation, that Fund shall
not pay those expenses set forth in (1)(a) and (c) through (m) of
this Part Three to the extent necessary to keep the Fund's expenses
from exceeding the limitation, it being understood that American
Express Financial Corporation will assume all unpaid expenses and
xxxx that Fund for them in subsequent months but in no event can
the accumulation of unpaid expenses or billing be carried past the
end of the Fund's fiscal year.
Until October 31, 1997, American Express Financial Corporation has
agreed to waive certain fees and to absorb certain fund expenses
under the agreement. If, at the end of any month, the fees and
expense of the Funds' respective Class A Common Stock, $0.01 par
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value per share (collectively referred to as the "Class A Shares")
under this agreement and any other agreement between the Funds and
American Express Financial Corporation exceed 1.35% for IDS
Emerging Markets, 1.50% for IDS Global Balanced or 1.35% for IDS
Innovations, that Fund shall not pay fees or expenses under this
agreement to the extent necessary to keep the expense ratio from
exceeding the limitation. In any month that fees and expenses of
Class A Shares exceed the limitation all fees and expenses in
excess of that limit will be returned to the respective Fund. Any
fee waiver or elimination of expenses will apply to each class on a
pro rata basis.
Part Four: MISCELLANEOUS
(1) American Express Financial Corporation shall be deemed to be an
independent contractor and, except as expressly provided or
authorized in this agreement, shall have no authority to act for or
represent the Corporation.
(2) A "full business day" shall be as defined in the By-laws of the
Corporation.
(3) The Corporation recognizes that American Express Financial
Corporation now renders and may continue to render investment
advice and other services to other investment companies and persons
which may or may not have investment policies and investments
similar to those of the Funds and that American Express Financial
Corporation manages its own investments and/or those of its
subsidiaries. American Express Financial Corporation shall be free
to render such investment advice and other services and the
Corporation hereby consents thereto.
(4) Neither this agreement nor any transaction had pursuant hereto
shall be invalidated or in anyway affected by the fact that
directors, officers, agents and/or shareholders of the Corporation
are or may be interested in American Express Financial Corporation
or any successor or assignee thereof, as directors, officers,
stockholders or otherwise; that directors, officers, stockholders
or agents of American Express Financial Corporation are or may be
interested in the Corporation as directors, officers, shareholders,
or otherwise; or that American Express Financial Corporation or any
successor or assignee, is or may be interested in the Corporation
as shareholder or otherwise, provided, however, that neither
American Express Financial Corporation, nor any officer, director
or employee thereof or of the Corporation, shall sell to or buy
from the Corporation any property or security other than shares
issued by the Corporation, except in accordance with applicable
regulations or orders of the United States Securities and Exchange
Commission.
(5) Any notice under this agreement shall be given in writing,
addressed, and delivered, or mailed postpaid, to the party to this
agreement entitled to receive such, at such party's principal place
of business in Minneapolis, Minnesota, or to such other address as
either party may designate in writing mailed to the other.
(6) American Express Financial Corporation agrees that no officer,
director or employee of American Express Financial Corporation will
deal for or on behalf of the Corporation with himself or herself as
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principal or agent, or with any corporation or partnership in which
he or she may have a financial interest, except that this shall not
prohibit officers, directors or employees of American Express
Financial Corporation from having a financial interest in the
Corporation or in American Express Financial Corporation.
(7) The Corporation agrees that American Express Financial
Corporation may subcontract for certain of the services described
under this agreement with the understanding that there shall be no
diminution in the quality or level of the services and that
American Express Financial Corporation remains fully responsible
for the services.
(8) This agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns;
provided, however, that this agreement shall not be assignable
without the written consent of the other party. This agreement
shall be governed by the laws of the State of Minnesota.
Part Five: RENEWAL AND TERMINATION
(1) This agreement shall become effective on the date first set
forth above and shall continue in effect from year to year
thereafter as the parties may mutually agree; provided that either
party may terminate this agreement by giving the other party notice
in writing specifying the date of such termination, which shall be
not less than 60 days after the date of receipt of such notice.
(2) This agreement may not be amended or modified in any manner
except by a written agreement executed by both parties.
IN WITNESS THEREOF, the parties hereto have executed the foregoing
agreement as of the day and year first above written.
IDS GLOBAL SERIES, INC.
IDS Emerging Markets Fund
IDS Global Balanced Fund
IDS Innovations Fund
By: /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Vice President
