INVESTMENT MANAGEMENT SERVICES AGREEMENT
AGREEMENT made the 13th day of September, 1999, by and between AXP
Variable Portfolio - Income Series, Inc. (the "Corporation") a Minnesota
corporation, on behalf of its underlying series fund AXP Variable Portfolio -
Federal Income Fund (the "Fund"), and IDS Life Insurance Company ("IDS Life"), a
Minnesota corporation.
Part One: INVESTMENT MANAGEMENT AND OTHER SERVICES
(1) The Corporation hereby retains IDS Life, and IDS Life hereby agrees,
for the period of this Agreement and under the terms and conditions
hereinafter set forth, to furnish the Corporation continuously with
suggested investment planning; to determine, consistent with the Funds'
investment objectives and policies, which securities in IDS Life's
discretion shall be purchased, held or sold and to execute or cause the
execution of purchase or sell orders; to prepare and make available to
the Funds all necessary research and statistical data in connection
therewith; to furnish all services of whatever nature required in
connection with the management of the Funds including transfer agent
and dividend-disbursing agent services; to furnish or pay for all
supplies, printed material, office equipment, furniture and office
space as the Funds may require; and to pay or reimburse such expenses
of the Funds as may be provided for in Part Three; subject always to
the direction and control of the Board of Directors (the "Board"), the
Executive Committee and the authorized officers of the Corporation and
its underlying Funds. IDS Life agrees to maintain (directly or through
the contract described in paragraph (7) of this Part One) an adequate
organization of competent persons to provide the services and to
perform the functions herein mentioned. IDS Life agrees to meet with
any persons at such times as the Board deems appropriate for the
purpose of reviewing IDS Life's performance under this Agreement.
(2) IDS Life agrees that the investment planning and investment decisions
will be in accordance with general investment policies of the Funds as
disclosed to IDS Life from time to time by the Funds and as set forth
in its prospectuses and registration statements filed with the United
States Securities and Exchange Commission (the "SEC").
(3) IDS Life agrees that it will maintain all required records, memoranda,
instructions or authorizations relating to the acquisition or
disposition of securities for the Funds.
(4) Each Fund agrees that it will furnish to IDS Life any information that
the latter may reasonably request with respect to the services
performed or to be performed by IDS Life under this Agreement.
(5) IDS Life is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Funds
and is directed to use its best efforts to obtain the best available
price and most favorable execution, except as prescribed herein.
Subject to prior authorization by the Board of appropriate policies and
procedures, and subject to termination at any time by the Board, IDS
Life may also be authorized to effect individual securities
transactions at commission rates in excess of the minimum commission
rates available, to the extent authorized by law, if IDS Life
determines in good faith that such amount of commission was reasonable
in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that
particular transaction or American Express Financial Corporation's
("AEFC") or IDS Life's overall responsibilities with respect to the
Funds and other funds for which it acts as investment adviser.
(6) It is understood and agreed that in furnishing the Funds with the
services as herein provided, neither IDS Life, nor any officer,
director or agent thereof shall be held liable to a Fund 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 IDS Life may rely upon information furnished to it reasonably
believed to be accurate and reliable.
(7) The existence of an investment advisory agreement between IDS Life and
AEFC is specifically acknowledged and approved.
Part Two: COMPENSATION TO INVESTMENT MANAGER
(1) The Corporation agrees to pay to IDS Life, and IDS Life covenants and
agrees to accept from the Corporation in full payment for the services
furnished, a fee for each calendar day of each year equal to the total
of 1/365th (1/366th in each leap year) of each of the respective
percentages set forth below of the net assets of the Funds; to be
computed for each 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 asset charge 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. Net assets as of the close of a full business day shall
include all transactions in shares of the Funds recorded on the books
of the Funds for that day.
AXP Variable Portfolio - Federal Income Fund
Assets Annual rate at
(billions) each asset level
---------- ----------------
First $1.00 0.610%
Next 1.00 0.595
Next 1.00 0.580
Next 3.00 0.565
Next 3.00 0.550
Over 6.00 0.535
(2) The fee shall be paid on a monthly basis and, in the event of the
termination of this Agreement, the 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 fee provided for hereunder shall be paid in cash by the Corporation
to IDS Life within five business days after the last day of each month.
Part Three: ALLOCATION OF EXPENSES
(1) The Corporation agrees to pay:
(a) Fees payable to IDS Life for the latter's services under
this Agreement.
(b) All fees, costs, expenses and allowances payable to any
person, firm or corporation for services under any agreement
entered into by the Funds covering the offering for sale, sale
and distribution of the Funds' shares.
(c) All taxes of any kind payable by the Funds other than federal
original issuance taxes on shares issued by the Funds.
(d) All brokerage commissions and charges in the purchase and
sale of assets.
(2) The Corporation agrees to reimburse IDS Life or its affiliates for the
aggregate cost of the services listed below incurred by IDS Life in its
operation of the Funds.
(a) All custodian or trustee fees, costs and expenses.
(b) Costs and expenses in connection with the auditing and
certification of the records and accounts of the Funds by
independent certified public accountants.
(c) Costs of obtaining and printing of dividend checks, reports to
shareholders, notices, proxies, proxy statements and tax
notices to shareholders, and also the cost of envelopes in
which such are to be mailed.
(d) Postage on all communications, notices and statements to
brokers, dealers, and the Funds' shareholders.
(e) All fees and expenses paid to directors of the Funds; however,
IDS Life will pay fees to directors who are officers or
employees of IDS Life or its affiliated companies.
(f) Costs of fidelity and surety bonds covering officers,
directors and employees of the Funds.
(g) All fees and expenses of attorneys who are not officers or
employees of IDS Life or any of its affiliates.
(h) All fees paid for the qualification and registration for
public sales of the securities of the Funds under the laws of
the United States and of the several states of the United
States in which the securities of the Funds shall be offered
for sale.
(i) Cost of printing prospectuses, statements of additional
information and application forms for existing shareholders,
and any supplements thereto.
(j) Any losses due to theft and defalcation of the assets of the
Funds, or due to judgments or adjustments not covered by
surety or fidelity bonds, and not covered by agreement or
obligation.
(k) Expenses incurred in connection with lending portfolio
securities of the Funds.
(l) Expenses properly payable by the Funds, approved by the Board.
Part Four: MISCELLANEOUS
(1) IDS Life 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 Funds.
(2) A "full business day" shall be as defined in the By-laws.
(3) The Fund recognizes that AEFC and IDS Life now render 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 AEFC and IDS Life
manage their own investments and/or those of their subsidiaries. AEFC
and IDS Life shall be free to render such investment advice and other
services and the Funds hereby consents thereto.
(4) Neither this Agreement nor any transaction had pursuant hereto shall be
invalidated or in any way affected by the fact that directors,
officers, agents and/or shareholders of the Funds are or may be
interested in AEFC or IDS Life or any successor or assignee thereof, as
directors, officers, stockholders or otherwise; that directors,
officers, stockholders or agents of AEFC or IDS Life are or may be
interested in the Funds as directors, officers, shareholders, or
otherwise; or that AEFC or IDS Life or any successor or assignee, is or
may be interested in the Funds as shareholder or otherwise, provided,
however, that neither AEFC or IDS Life, nor any officer, director or
employee thereof or of the Funds, shall sell to or buy from the Funds
any property or security other than shares issued by the Funds, except
in accordance with applicable regulations or orders of the SEC.
(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) IDS Life agrees that no officer, director or employee of IDS Life will
deal for or on behalf of the Funds with himself as principal or agent,
or with any corporation or partnership in which he may have a financial
interest, except that this shall not prohibit:
(a) Officers, directors or employees of IDS Life from having a
financial interest in the Funds or in IDS Life.
(b) The purchase of securities for the Funds, or the sale of
securities owned by the Funds, through a security broker or
dealer, one or more of whose partners, officers, directors or
employees is an officer, director or employee of IDS Life,
provided such transactions are handled in the capacity of
broker only and provided commissions charged do not exceed
customary brokerage charges for such services.
(c) Transactions with the Funds by a broker-dealer affiliate of
IDS Life as may be allowed by rule or order of the SEC, and if
made pursuant to procedures adopted by the Funds' Board.
(7) IDS Life agrees that, except as herein otherwise expressly provided or
as may be permitted consistent with the use of a broker-dealer
affiliate of IDS Life 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 shares issued by the Funds) or other assets by or
for the Funds.
Part Five: RENEWAL AND TERMINATION
(1) This Agreement shall continue in effect for two years from the date of
this Agreement, or until a new agreement is approved by a vote of the
majority of the outstanding shares of the Funds and by vote of the
Board, including the vote required by (b) of this paragraph, and if no
new agreement is so approved, this Agreement shall continue from year
to year thereafter unless and until terminated by either party as
hereinafter provided, except that such continuance shall be
specifically approved at least annually (a) by the Board or by a vote
of the majority of the outstanding shares of the Funds and (b) 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 Investment Company Act of 1940, as amended
(the "1940 Act").
(2) This Agreement may be terminated by either a Fund or IDS Life at any
time by giving the other party 60 days' written notice of such
intention to terminate, provided that any termination shall be made
without the payment of any penalty, and provided further that
termination may be effected either by the Board or by a vote of the
majority of the outstanding voting shares of the Fund. The vote of the
majority of the outstanding voting shares of the Fund for the purpose
of this Part Five shall be the vote at a shareholders' regular meeting,
or a special meeting duly called for the purpose, of 67% or more of the
Fund's shares present at such meeting if the holders of more than 50%
of the outstanding voting shares are present or represented by proxy,
or more than 50% of the outstanding voting shares of the Fund,
whichever is less.
(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 THEREOF, the parties hereto have executed the foregoing
Agreement as of the day and year first above written.
AXP VARIABLE PORTFOLIO - INCOME SERIES, INC.
AXP Variable Portfolio - Federal Income Fund
By: /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President
IDS LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Executive Vice President, Variable Assets
