SUBADVISORY AGREEMENT
Agreement made as of the 26th day of April 2005, by and between
American Express Financial Corporation, a Delaware corporation ("AEFC"), and
Wellington Management Company, LLP, a Massachusetts limited liability
partnership ("Subadviser").
WHEREAS the Fund listed in Schedule A is a series of an investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act").
WHEREAS AEFC entered into an Investment Management Services Agreement
dated January 9, 2003 (the "Advisory Agreement") with the Fund pursuant to which
AEFC provides investment advisory services to the Fund.
WHEREAS AEFC and the Fund each desire to retain Subadviser to provide
investment advisory services to the Fund as a growth-style investment manager,
and Subadviser is willing to render such investment advisory services.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. Subadviser's Duties.
(a) Portfolio Management. Subject to supervision by AEFC and the Fund's
Board of Directors (the "Board"), Subadviser shall manage the
investment operations and the composition of that portion of assets
of the Fund which is allocated to Subadviser from time to time by
AEFC (which portion may include any or all of the Fund's assets),
including the purchase, retention, and disposition thereof, in
accordance with the Fund's investment objectives, policies, and
restrictions, and subject to the following understandings:
(i) Investment Decisions. Subadviser shall determine from time to
time what investments and securities will be purchased,
retained, or sold with respect to that portion of the Fund
allocated to it by AEFC, and what portion of such assets will
be invested or held uninvested as cash. Subadviser is
prohibited from consulting with any other subadviser of the
Fund concerning transactions of the Fund in securities or
other assets, other than for purposes of complying with the
conditions of Rule 12d3-1(a) or (b) of the 1940 Act.
Subadviser will not be responsible for voting proxies issued
by companies held in the Fund. Subadviser will not be
responsible for filing claims in class action settlements
related to securities currently or previously held by that
portion of the Fund allocated to it by AEFC.
(ii) Investment Limits. In the performance of its duties and
obligations under this Agreement, Subadviser shall act in
conformity with applicable limits and requirements, as amended
from time to time, as set forth in the (A)
Fund's Prospectus and Statement of Additional Information
("SAI"); (B) instructions and directions of AEFC and of the
Board; (C) requirements of the 1940 Act, the Internal Revenue
Code of 1986, as amended, as applicable to the Fund, and all
other applicable federal and state laws and regulations; and
(D) the procedures and standards set forth in, or established
in accordance with, the Advisory Agreement to the extent
communicated to Subadviser.
(iii) Portfolio Transactions.
(A) Trading. With respect to the securities and other
investments to be purchased or sold for the Fund,
Subadviser shall place orders with or through such
persons, brokers, dealers, or futures commission
merchants (including, but not limited to, broker-dealers
that are affiliated with AEFC or Subadviser) selected by
Subadviser; provided, however, that such orders shall be
consistent with the brokerage policy set forth in the
Fund's Prospectus and SAI, or approved by the Board;
conform with federal securities laws; and be consistent
with seeking best execution. Within the framework of
this policy, Subadviser may consider the research,
investment information, and other services provided by,
and the financial responsibility of, brokers, dealers,
or futures commission merchants who may effect, or be a
party to, any such transaction or other transactions to
which Subadviser's other clients may be a party.
(B) Aggregation of Trades. On occasions when Subadviser
deems the purchase or sale of a security or futures
contract to be in the best interest of the Fund as well
as other clients of Subadviser, Subadviser, to the
extent permitted by applicable laws and regulations,
may, but shall be under no obligation to, aggregate the
securities or futures contracts to be sold or purchased
in order to seek best execution. In such event,
allocation of the securities or futures contracts so
purchased or sold, as well as the expenses incurred in
the transaction, will be made by Subadviser in the
manner Subadviser considers to be the most equitable and
consistent with its fiduciary obligations to the Fund
and to such other clients.
(iv) Records and Reports. Subadviser (A) shall maintain such books
and records as are required based on the services provided by
Subadviser pursuant to this Agreement under the 1940 Act and
as are necessary for AEFC to meet its record keeping
obligations generally set forth under Section 31 and related
rules thereunder, (B) shall render to the Board such periodic
and special reports as the Board or AEFC may reasonably
request in writing, and (C) shall meet with any persons at the
request of AEFC or the Board for the purpose of reviewing
Subadviser's performance under
this Agreement at reasonable times and upon reasonable advance
written notice.
(v) Transaction Reports. Subadviser shall provide the Fund's
custodian on each business day with information relating to
all transactions concerning the Fund's assets and shall
provide AEFC with such information upon AEFC's request.
(b) Compliance Program and Ongoing Certification(s). As requested,
Subadviser shall timely provide to AEFC (i) information and
commentary for the Fund's annual and semi-annual reports, in a
format approved by AEFC, and shall (A) certify that such information
and commentary does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the
information and commentary not misleading, and (B) provide
additional certifications related to Subadviser's management of the
Fund in order to support the Fund's filings on Form N-CSR and Form
N-Q, and the Fund's Principal Executive Officer's and Principal
Financial Officer's certifications under Rule 30a-2 of the 1940 Act,
thereon; (ii) a quarterly sub-certification with respect to
compliance matters related to Subadviser and the Subadviser's
management of the Fund, in a format reasonably requested by AEFC, as
it may be amended from time to time; and (iii) an annual
certification from the Subadviser's Chief Compliance Officer,
appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940
(the "Advisers Act"), or his or her designee with respect to the
design and operation of Subadviser's compliance program, in a format
reasonably requested by AEFC.
(c) Maintenance of Records. Subadviser shall timely furnish to AEFC all
information relating to Subadviser's services hereunder which are
needed by AEFC to maintain the books and records of the Fund
required under the 1940 Act. Subadviser shall maintain for the Fund
the records required by paragraphs (b)(5), (b)(6), (b)(7), (b)(9),
(b)(10) and (f) of Rule 31a-1 under the 1940 Act and any additional
records as agreed upon by Subadviser and AEFC. Subadviser agrees
that all records which it maintains for the Fund are the property of
the Fund and Subadviser will surrender promptly to the Fund any of
such records upon the Fund's request; provided, however, that
Subadviser may retain a copy of such records. Subadviser further
agrees to preserve for the periods prescribed under the 1940 Act any
such records as are required to be maintained by it pursuant to
paragraph 1(a) hereof.
(d) Fidelity Bond and Code of Ethics. Subadviser will provide the Fund
with reasonable evidence that, with respect to its activities on
behalf of the Fund, Subadviser is maintaining (i) adequate fidelity
bond insurance and (ii) an appropriate Code of Ethics and related
reporting procedures.
(e) Confidentiality. Subadviser agrees that it shall exercise the same
standard of care that it uses to protect its own confidential and
proprietary information, but no less
than reasonable care, to protect the confidentiality of the
Portfolio Information. As used herein "Portfolio Information" means
confidential and proprietary information with regard to the
portfolio holdings and characteristics of the subportfolio of the
Fund that Subadviser manages under the terms of this Agreement. The
foregoing shall not prevent Subadviser from disclosing Portfolio
Information that is (1) publicly known or becomes publicly known
through no unauthorized act, (2) rightfully received from a third
party without obligation of confidentiality, (3) approved in writing
by AEFC for disclosure, or (4) required to be disclosed pursuant to
a requirement of a governmental agency or law so long as Subadviser
provides AEFC with prompt written notice of such requirement prior
to any such disclosure.
2. AEFC's Duties. AEFC shall continue to have responsibility for all other
services to be provided to the Fund pursuant to the Advisory Agreement and
shall oversee and review Subadviser's performance of its duties under this
Agreement. AEFC shall also retain direct portfolio management
responsibility with respect to any assets of the Fund which are not
allocated by it to the portfolio management of Subadviser as provided in
paragraph 1(a) hereof or to any other subadviser. AEFC will periodically
provide to Subadviser a list of the affiliates of AEFC or the Fund to
which investment restrictions apply, and will specifically identify in
writing (a) all publicly traded companies in which the Fund may not
invest, together with ticker symbols for all such companies (Subadviser
will assume that any company name not accompanied by a ticker symbol is
not a publicly traded company), and (b) any affiliated brokers and any
restrictions that apply to the use of those brokers by the Fund.
3. Documents Provided to Subadviser. AEFC has delivered or will deliver to
Subadviser current copies and supplements thereto of each of the
Prospectus and SAI pertaining to the Fund, and will promptly deliver to it
all future amendments and supplements, if any.
4. Compensation of Subadviser. For the services provided and the expenses
assumed pursuant to this Agreement, AEFC will pay to Subadviser, effective
from the date of this Agreement, a fee which shall be accrued daily and
paid monthly, on or before the last business day of the next succeeding
calendar month, from the Fund's assets at the annual rates as a percentage
of the Fund's average daily net assets set forth in the attached Schedule
A which Schedule can be modified from time to time upon mutual agreement
of the parties to reflect changes in annual rates, subject to appropriate
approvals required by the 1940 Act, if any. If this Agreement becomes
effective or terminates before the end of any month, the fee for the
period from the effective date to the end of the month or from the
beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion that such month bears to the
full month in which such effectiveness or termination occurs.
5. Liability of Subadviser. Subadviser agrees to perform faithfully the
services required to be rendered to the Fund under this Agreement, but
nothing herein contained shall make Subadviser or any of its officers,
partners, or employees liable for any loss sustained by the Fund or its
officers, directors, or shareholders, AEFC, or any other person on account
of the services which Subadviser may render or fail to render under this
Agreement; provided, however, that nothing herein shall protect Subadviser
against liability to the Fund or to any of its shareholders, to which
Subadviser would otherwise be subject, by reason of its willful
misfeasance, bad faith, or gross negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and
duties under this Agreement. Nothing in this Agreement shall protect
Subadviser from any liabilities, which it may have under the Securities
Act of 1933, as amended, (the "1933 Act") or the 1940 Act. Subadviser does
not warrant that the portion of the assets of the Fund managed by
Subadviser will achieve any particular rate of return or that its
performance will match any benchmark index or other standard or objective.
6. Representations of Subadviser. Subadviser represents and warrants as
follows:
(a) Subadviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as
this Agreement remains in effect; (ii) is not prohibited by the 1940
Act or the Advisers Act from performing the services contemplated by
this Agreement; (iii) has appointed a Chief Compliance Officer under
Rule 206(4)-7 of the Advisers Act; (iv) as of October 5, 2004, has
adopted written policies and procedures that are reasonably designed
to prevent violations of the Advisers Act from occurring, detect
violations that have occurred, correct promptly any violations that
have occurred, and will provide promptly notice of any material
violations relating to the Fund to AEFC; (v) has met and will seek
to continue to meet for so long as this Agreement remains in effect,
any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry
self-regulatory agency necessary to be met in order to perform the
services contemplated by this Agreement; (vi) has the authority to
enter into and perform the services contemplated by this Agreement;
and (vii) will promptly notify AEFC of the occurrence of any event
that would disqualify Subadviser from serving as an investment
adviser of an investment company pursuant to Section 9(a) of the
1940 Act or otherwise.
(b) Subadviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide AEFC
with a copy of the code of ethics. Within 60 days of the end of the
last calendar quarter of each year that this Agreement is in effect,
a duly authorized officer of Subadviser shall certify to AEFC that
Subadviser has complied with the requirements of Rule 17j-1 during
the previous year and that there has been no material violation of
Subadviser's code of ethics or, if such a violation has occurred,
that appropriate action was taken in response to such violation.
(c) Subadviser has provided AEFC with a copy of its Form ADV Part II,
which as of the date of this Agreement is its Form ADV Part II as
most recently deemed to be filed with the Securities and Exchange
Commission ("SEC"), and promptly will furnish a copy of all
amendments to AEFC at least annually.
(d) Subadviser will promptly notify AEFC of any changes in the Managing
Partners or in the key personnel who are either the portfolio
manager(s) responsible for the Fund or the Subadviser's Chief
Executive Officer or President, or if there is otherwise an actual
or expected change in control or management of Subadviser.
(e) Subadviser agrees that neither it nor any of its affiliates will in
any way refer directly or indirectly to its relationship with the
Fund or AEFC, or any of their respective affiliates in offering,
marketing, or other promotional materials without the prior written
consent of AEFC.
7. Representations of AEFC. AEFC represents and warrants as follows:
(a) AEFC (i) is registered as an investment adviser under the Advisers
Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act
or the Advisers Act from performing the services contemplated by
this Agreement, (iii) has met and will seek to continue to meet for
so long as this Agreement remains in effect, any other applicable
federal or state requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency necessary to be met in
order to perform the services contemplated by this Agreement; (iv)
has the authority to enter into and perform the services
contemplated by this Agreement; and (v) will promptly notify
Subadviser of the occurrence of any event that would disqualify AEFC
from serving as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise.
(b) AEFC agrees that neither it nor any of its affiliates will in any
way refer directly or indirectly to its relationship with
Subadviser, or any of its affiliates in offering, marketing, or
other promotional materials without the prior written consent of
Subadviser.
8. Liability and Indemnification.
(a) Except as may otherwise be provided by the 1940 Act or any other
federal securities law, Subadviser, any of its affiliates and any of
the officers, partners, employees, consultants, or agents thereof
shall not be liable for any losses, claims, damages, liabilities, or
litigation (including legal and other expenses) incurred or suffered
by the Fund, AEFC, or any of its affiliated persons thereof (within
the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling
persons thereof (as described in Section 15 of the 1933 Act)
(collectively, "Fund and AEFC Indemnitees") as a result of any error
of judgment or mistake of law by Subadviser with respect to the
Fund, except that nothing in this Agreement shall operate or purport
to operate in any way to exculpate, waive, or limit the liability of
Subadviser for, and Subadviser shall indemnify and hold harmless the
AEFC Indemnitees against any and all losses, claims, damages,
liabilities, or litigation (including reasonable legal and other
expenses) to which any of the AEFC Indemnitees may become subject
under the 1933 Act, the 1940 Act, the Advisers Act, or under any
other statute, at common law, or otherwise arising out of or based
on (i) any willful misconduct, bad faith, reckless disregard, or
gross
negligence of Subadviser in the performance of any of its duties or
obligations hereunder; (ii) any untrue statement of a material fact
regarding the Subadviser contained in the Prospectus and SAI, proxy
materials, reports, advertisements, sales literature, or other
materials pertaining to the Fund or the omission to state therein a
material fact regarding the Subadviser known to Subadviser which was
required to be stated therein or necessary to make the statements
therein not misleading, if such statement or omission was made in
reliance upon written information furnished to AEFC or the Fund by
the Subadviser Indemnitees (as defined below) for use therein; or
(iii) any violation of federal or state statutes or regulations by
Subadviser. It is further understood and agreed that Subadviser may
rely upon information furnished to it by AEFC that it reasonably
believes to be accurate and reliable. The federal securities laws
impose liabilities in certain circumstances on persons who act in
good faith, and therefore nothing herein shall in any way constitute
a waiver of limitation of any rights which AEFC may have under any
securities laws.
(b) Except as may otherwise be provided by the 1940 Act or any other
federal securities law, AEFC and the Fund shall not be liable for
any losses, claims, damages, liabilities, or litigation (including
legal and other expenses) incurred or suffered by Subadviser or any
of its affiliated persons thereof (within the meaning of Section
2(a)(3) of the 0000 Xxx) or controlling persons (as described in
Section 15 of the 1933 Act) (collectively, "Subadviser Indemnitees")
as a result of any error of judgment or mistake of law by AEFC with
respect to the Fund, except that nothing in this Agreement shall
operate or purport to operate in any way to exculpate, waive, or
limit the liability of AEFC for, and AEFC shall indemnify and hold
harmless the Subadviser Indemnitees against any and all losses,
claims, damages, liabilities, or litigation (including reasonable
legal and other expenses) to which any of the Subadviser Indemnitees
may become subject under the 1933 Act, the 1940 Act, the Advisers
Act, or under any other statute, at common law, or otherwise arising
out of or based on (i) any willful misconduct, bad faith, reckless
disregard, or negligence of AEFC in the performance of any of its
duties or obligations hereunder; (ii) any untrue statement of a
material fact contained in the Prospectus and SAI, proxy materials,
reports, advertisements, sales literature, or other materials
pertaining to the Fund or the omission to state therein a material
fact known to AEFC which was required to be stated therein or
necessary to make the statements therein not misleading, unless such
statement or omission concerned the subadviser and was made in
reliance upon written information furnished to AEFC or the Fund by a
Subadviser Indemnitee for use therein, or (iii) any violation of
federal or state statutes or regulations by AEFC or the Fund.
(c) After receipt by AEFC or Subadviser, its affiliates, or any officer,
director, employee, or agent of any of the foregoing, entitled to
indemnification as stated in (a) or (b) above ("Indemnified Party")
of notice of the commencement of any action, if a claim in respect
thereof is to be made against any person obligated to provide
indemnification under this section ("Indemnifying Party"), such
Indemnified Party shall notify the Indemnifying Party in writing of
the
commencement thereof as soon as practicable after the summons or
other first written notification giving information of the nature of
the claim that has been served upon the Indemnified Party; provided
that the failure to so notify the Indemnifying Party will not
relieve the Indemnifying Party from any liability under this
section, except to the extent that the omission results in a failure
of actual notice to the Indemnifying Party and such Indemnifying
Party is damaged solely as a result of the failure to give such
notice. The Indemnifying Party, upon the request of the Indemnified
Party, shall retain counsel satisfactory to the Indemnified Party to
represent the Indemnified Party in the proceeding, and shall pay the
fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any Indemnified Party shall have the right
to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party unless (1) the
Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel, or (2) the named parties to
any such proceeding (including any impleaded parties) include both
the Indemnifying Party and the Indemnified Party and representation
by both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. The
Indemnifying Party shall not be liable for any settlement of any
proceeding effected without its written consent, which consent shall
not be unreasonably withheld, but if settled with such consent or if
there be a final judgment for the plaintiff, the Indemnifying Party
agrees to indemnify the Indemnified Party from and against any loss
or liability by reason of such settlement or judgment.
9. Duration and Termination.
(a) Unless sooner terminated as provided herein, this Agreement shall
continue in effect for a period of more than two years from the date
written above only so long as such continuance is specifically
approved at least annually in conformity with the requirements of
the 1940 Act. Thereafter, if not terminated, this Agreement shall
continue automatically for successive periods of 12 months each,
provided that such continuance is specifically approved at least
annually (i) by a vote of a majority of the Board members who are
not parties to this Agreement or interested persons (as defined in
the 0000 Xxx) of any such party, and (ii) by the Board or by a vote
of the holders of a majority of the outstanding voting securities
(as defined in the 1940 Act) of the Fund.
(b) Notwithstanding the foregoing, this Agreement may be terminated at
any time, without the payment of any penalty, by the Board or by
vote of a majority of the outstanding voting securities (as defined
in the 0000 Xxx) of the Fund on 60 days' written notice to
Subadviser. This Agreement may also be terminated, without the
payment of any penalty, by AEFC (i) upon 60 days' written notice to
Subadviser; (ii) upon material breach by Subadviser of any
representations and warranties set forth in this Agreement, if such
breach has not been cured within 20 days after written notice of
such breach; or (iii) immediately if, in the reasonable judgment of
AEFC, Subadviser becomes unable to discharge its duties
and obligations under this Agreement, including circumstances such
as the insolvency of Subadviser or other circumstances that could
adversely affect the Fund. Subadviser may terminate this Agreement
at any time, without payment of any penalty, (1) upon 60 days'
written notice to AEFC; or (2) upon material breach by AEFC of any
representations and warranties set forth in the Agreement, if such
breach has not been cured within 20 days after written notice of
such breach. This Agreement shall terminate automatically in the
event of its assignment (as defined in the 0000 Xxx) or upon the
termination of the Advisory Agreement.
(c) In the event of termination of the Agreement, those paragraphs of
the Agreement which govern conduct of the parties' future
interactions with respect to the Subadviser having provided
investment management services to the Fund(s) for the duration of
the Agreement, including, but not limited to, paragraphs
1(a)(iv)(A), 1(d), 1(e), 5, 8(a), 8(b), 8(c), 15, 17, and 18, shall
survive such termination of the Agreement.
10. Subadviser's Services Are Not Exclusive. Nothing in this Agreement shall
limit or restrict the right of Subadviser or any of its partners,
officers, or employees to engage in any other business or to devote his or
her time and attention in part to the management or other aspects of any
business, whether of a similar or a dissimilar nature, or limit or
restrict Subadviser's right to engage in any other business or to render
services of any kind to any other mutual fund, corporation, firm,
individual, or association.
11. References to Subadviser. During the term of this Agreement, AEFC agrees
to furnish to Subadviser at its principal office all prospectuses, proxy
statements, reports to shareholders, sales literature, or other material
prepared for distribution to sales personnel, shareholders of the Fund or
the public, which refer to Subadviser or its clients in any way, prior to
use thereof and not to use such material if Subadviser reasonably objects
in writing five business days (or such other time as may be mutually
agreed upon) after receipt thereof. Sales literature may be furnished to
Subadviser hereunder by first-class or overnight mail, electronic or
facsimile transmission, or hand delivery.
12. Notices. Any notice under this Agreement must be given in writing as
provided below or to another address as either party may designate in
writing to the other.
Subadviser:
Wellington Management Company, LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxx
Fax: 000-000-0000
with a copy to:
Wellington Management Company, LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Legal Services
Fax: 000-000-0000
AEFC:
Xxx X. Xxxxxxx
Vice President - AXP Funds Operations and Compliance
American Express Financial Corporation
435 AXP Financial Center
Xxxxxxxxxxx, XX 00000
Fax: (000) 000-0000
with a copy to:
Xxxxxxxxxxx X. Xxxxxxxx
Counsel
American Express Financial Corporation
50606 AXP Financial Center
Xxxxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
13. Amendments. This Agreement may be amended by mutual consent, subject to
approval by the Board and the Fund's shareholders to the extent
required by the 1940 Act.
14. Assignment. No assignment of this Agreement (as defined in the 0000
Xxx) shall be made by AEFC without the prior written consent of the
Fund and AEFC. Notwithstanding the foregoing, no assignment shall be
deemed to result from any changes in the directors, officers, or
employees of AEFC or Subadviser except as may be provided to the
contrary in the 1940 Act or the rules and regulations thereunder.
15. Service by Affiliates. The Subadviser is hereby authorized to engage
any of its affiliates to provide the Subadviser with investment or
advisory and related services with respect to the Subadviser performing
its obligations under the Agreement. The Subadviser shall remain liable
to AEFC for the performance of the Subadviser's responsibilities under
this Agreement and for the acts and omissions of such affiliates and
AEFC shall not be responsible for any fees which any affiliate may
charge to the Subadviser in connection with such services.
16. Governing Law. This Agreement, and, in the event of termination of the
Agreement, those paragraphs that survive such termination of the
Agreement under paragraph 9, shall be governed by the laws of the State
of Minnesota, without giving effect to the conflicts of laws principles
thereof, or any applicable provisions of the 1940 Act. To the extent
that the laws of the State of Minnesota, or any of the provision of
this Agreement, conflict with applicable provisions of the 1940 Act,
the latter shall control.
17. Entire Agreement. This Agreement embodies the entire agreement and
understanding among the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof.
18. Severability. Should any part of this Agreement be held invalid by a
court decision, statute, rule, or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement and, in the
event of termination of the Agreement, those paragraphs that survive
such termination of the Agreement under paragraph 9, shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors.
19. Interpretation. Any questions of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by
reference to such term or provision in the 1940 Act and to
interpretation thereof, if any, by the federal courts or, in the
absence of any controlling decision of any such court, by rules,
regulations, or orders of the SEC validly issued pursuant to the 1940
Act. Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation, or order
of the SEC, whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule, regulation, or
order.
20. Headings. The headings in this Agreement are intended solely as a
convenience and are not intended to modify any other provision herein.
21. Authorization. Each of the parties represents and warrants that the
execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement have been duly authorized
by all necessary corporate action by such party and when so executed
and delivered, this Agreement will be the valid and binding obligation
of such party in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
AMERICAN EXPRESS WELLINGTON MANAGEMENT COMPANY, LLP
FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------- ---------------------------
Signature Signature
Name: Xxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxxx
----------------------------- ---------------------------
Printed Printed
Senior Vice President and
Title: General Manager-Mutual Funds Title: Senior Vice President
----------------------------- ---------------------------
SUBADVISORY AGREEMENT
SCHEDULE A
Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be
calculated in accordance with the following schedule, provided however, that the
minimum annual fee shall be $350,000:
Average Daily Net Assets* Rate
First $50 million 50 bp
Thereafter 40 bp
------------------------
*When average daily net assets exceed the first breakpoint, multiple rates will
apply, resulting in a blended rate, e.g. if average daily net assets are $100
million, a rate of 50 bp would apply to $50 million and a rate of 40 bp would
apply to $50 million.
The rates set forth above apply to average daily net assets that are subject to
the Subadviser's investment discretion in the following fund:
AXP Partners Growth Fund, a series of AXP Partners Series, Inc.
Date: April 26, 2005
