INVESTMENT ADVISORY AGREEMENT
Agreement effective the 14th day of October, 1998, by and between IDS Life
Insurance Company (IDS Life) and American Express Financial Corporation (AEFC).
WHEREAS IDS Life has heretofore organized five companies, and such companies
have been registered as investment companies under the Investment Company Act of
1940 (such companies being referred to collectively as the "Funds" and
individually as the "Fund"), and may in the future organize one or more
additional Funds;
WHEREAS AEFC has a staff of experienced investment personnel and facilities for
the kind of investment portfolio contemplated for such Fund or Funds;
NOW THEREFORE, it is mutually agreed:
1. Funds to Which Applicable. This agreement shall only be effective to any
Fund in respect of which:
a. IDS Life has notified AEFC in writing to include such Fund under
the terms of this agreement; and
b. IDS Life has an existing legal duty to provide investment
management for such Fund; and
c. To the extent required by the Investment Company Act of 1940,
this agreement has been approved by a vote of the persons
having an interest in such Fund or an exemptive order from
such requirement of approval has been obtained from the
Securities and Exchange Commission; and continuance of its
applicability is approved as required by the Investment
Company Act of 1940; and
d. The applicability of this agreement has not been terminated as
provided in paragraph 8 hereof.
2. Investment Advice. AEFC will continuously keep under observation the
investment portfolio and investment objectives of any Fund covered by
the terms of this agreement and will, with respect to each such Fund,
continuously furnish to IDS Life (1) assistance and advice in
investment planning, (2) recommendations as to particular purchases and
sales of securities, and (3) information as to economic and market
factors and other information relating to the investment plans of and
the particular investment held in any such Fund.
3. Information Furnished to AEFC. IDS Life shall furnish such information
to AEFC as to holdings, purchases, and sales of securities under its
management and investment portfolio requirements as will reasonably
enable AEFC to furnish the investment advice under this agreement.
4. Furnishing Advice, Information and Notices. The advice, information,
reports, etc., furnished under this agreement to IDS Life and any
notice under this agreement shall be furnished to the President of IDS
Life or to the person or persons designated in writing by him or by a
person to whom he has delegated the authority to so designate. Any
information or notice provided to AEFC under the terms of this
agreement shall be furnished to the President of AEFC or to the person
or persons designated in writing by him or by a person to whom he has
delegated the authority to so designate.
5. Purchase and Sale of Securities. IDS Life may, in its discretion, direct
purchase or sale orders to AEFC which will then place any such order with a
broker or brokers or negotiate such executions. All transactions will be
executed in a manner and in accordance with the procedures and standards as
set forth in, or as established in accordance with, the investment
management agreement between IDS Life and such Fund. IDS Life shall furnish
AEFC with information concerning such procedures and standards, and any
amendments thereto; and AEFC will maintain records to assure that such
transactions have been executed in accordance therewith. It is understood
that IDS Securities Corporation, a subsidiary of AEFC and a member firm of
the Pacific Stock Exchange, may participate in brokerage commissions
generated by any security transactions under this agreement, and that other
broker dealer affiliates of AEFC may be used to the extent consistent with
Section 15(f) of the Investment Company Act of 1940 and other applicable
provisions of the Federal securities laws.
6. Compensation to AEFC. The fee for the services provided by this
agreement will be determined as follows:
a. The Fund shall pay the Company a fee for each calendar day of
each year equal to the total of 1/365th (1/366th in each leap
year) of a percentage of the net assets of the Fund as shown on
attached Schedule A, to be computed for each such day on the
basis of net assets as of the close of business on the next
preceding full business day. In the case of the suspension of the
computation of asset value, the said fee for each day during such
suspension shall be computed as of the close of business on the
last full business day on which the net assets were computed. As
used herein, "net assets" as of the close of a full business day
shall include all transactions in shares of the Fund recorded on
the books of the Fund for that day.
b. The foregoing fee shall be paid on a monthly basis in cash by
IDS Life to AEFC within five (5) business days after the last
day of each month.
7. Miscellaneous.
a. IDS Life recognizes that AEFC now renders and may continue to
render investment advice and other services to other persons
which may or may not have investment policies and investments
similar to those of the Funds included herein, and that AEFC
manages its own investments and those of certain subsidiaries.
AEFC shall be free to render such investment advice and other
services, and IDS Life hereby consents thereto. This agreement is
separate from any agreement IDS Life and AEFC may have concerning
investment advice in respect of certain separate accounts of IDS
Life.
b. It is understood and agreed that in furnishing the investment
advice and other services as herein provided neither AEFC, nor
any officer, director, employee, or agent thereof shall be held
liable to IDS Life or Funds included herein or creditors 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
AEFC may rely upon information furnished to it reasonably
believed to be accurate and reliable and that, except as
hereinabove provided, AEFC shall not be accountable for any loss
suffered by IDS Life or Funds included herein by the reason of
the latter's action or nonaction on the basis of any advice or
recommendation of AEFC, its officers, directors or agents.
8. Renewal and Termination.
a. As to any Fund which (1) is a registered investment company under
the Investment Company Act of 1940, and (2) this agreement has
become applicable as provided in Section 1 above, this agreement,
unless terminated pursuant to paragraph b, c, or d below, shall
continue in effect from year to year, provided its continued
applicability is specifically approved at least annually (i) by
the Board of Directors of said Fund or by a vote of the holders
of a majority of the outstanding votes of the Fund and (ii) by
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.
b. The applicability of this agreement to any Fund which is a
registered investment company within the meaning of the
Investment Company Act of 1940 may be terminated by sixty days
written notice to either AEFC or IDS Life.
c. AEFC or IDS Life may terminate this agreement or the
applicability of this agreement to any Fund by giving sixty
days written notice to the other party.
d. This agreement shall terminate, as to any Fund which is a
registered investment company under the Investment Company Act
of 1940, in the event of its assignment, the term "assignment"
for this purpose having the same meaning set forth in the
Investment Company Act of 1940, as amended.
IN WITNESS WHEREOF, the parties hereto have executed the foregoing agreement on
the day and year first above written.
IDS LIFE INSURANCE COMPANY ATTEST:
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxx Xx Xxxxx
Name: /s/ Xxxxxx X. Xxxxx Name: /s/ Xxxx Xx Xxxxx
Title: Executive Vice President, Variable Title: Assistant Secretary
Assets
AMERICAN EXPRESS FINANCIAL
CORPORATION ATTEST:
By: /s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxx Xx Xxxxx
Name: /s/ Xxxxxxx X. Xxxxxxxxxx Name: /s/ Xxxx Xx Xxxxx
Title: Vice President Title: Assistant Secretary
SCHEDULE A
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FUND PERCENTAGE OF
NET ASSETS
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IDS Life Investment Series, Inc.
o IDS Life Capital Resource Fund 0.25%
o IDS Life Aggressive Growth Fund 0.25%
o IDS Life Growth Dimensions Fund 0.25%
o IDS Life International Equity Fund 0.35%
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IDS Life Special Income Fund, Inc.
o IDS Life Special Income Fund 0.25%
o IDS Life Global Yield Fund 0.25%
o IDS Life Income Advantage Fund 0.25%
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IDS Life Moneyshare Fund, Inc. 0.25%
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IDS Life Managed Fund, Inc. 0.25%
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IDS Life Series Fund, Inc.
o Equity Portfolio 0.25%
o Income Portfolio 0.25%
o Money Market Portfolio 0.25%
o Managed Portfolio 0.25%
o Government Securities Portfolio 0.25%
o International Equity Portfolio 0.35%
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