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ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made the 20th day of March, 1995, by and between IDS
Investment Series Inc. (the "Corporation"), a Minnesota
corporation, on behalf of its underlying series 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 Corporation
continuously with all administrative, accounting, clerical,
statistical, correspondence, corporate and all other services of
whatever nature required in connection with the administration of
the Corporation 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 Corporation
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 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, and American Express Financial Corporation covenants
and agrees to accept from the Corporation in full payment for the
services furnished, based on the net assets of the Corporation as
set forth in the following table:
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Assets Annual Rate At Assets Annual Rate At
(Billions) Each Asset Level (Billions) Each Asset Level
Mutual DEI
First $1 0.040% First $0.5 0.040%
Next 1 0.035 Next 0.5 0.035
Next 1 0.030 Next 1 0.030
Next 1 0.025 Next 1 0.025
Over 6 0.020 Next 3 0.020
Next 6 0.020
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 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
Corporation recorded on the books of the Corporation 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 by the Corporation 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 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 (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 Corporation 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 Corporation,
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 Corporation.
(k) One-half of the Investment Company Institute membership dues
charged jointly to the IDS MUTUAL FUND GROUP and American Express
Financial Corporation.
(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 the
Corporation under this Agreement and any other agreement between
the Corporation and American Express Financial Corporation, but
excluding those expenses set forth in (1)(b) of this Part Three,
exceed the most restrictive applicable state expenses limitation,
the Corporation 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 Corporation's expenses from exceeding the limitation, it
being understood that American Express Financial Corporation will
assume all unpaid expenses and xxxx the Corporation for them in
subsequent months but in no event can the accumulation of unpaid
expenses or billing be carried past the end of the Corporation's
fiscal year.
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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.
(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 Corporation 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 as principal
or agent, or with any corporation or partnership in which he 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.
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(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 (the "Effective Date") 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 INVESTMENT SERIES, INC.
IDS Mutual
IDS Diversified Equity Income Fund
By: /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President
