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INVESTMENT MANAGEMENT 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 fund, IDS Global Balanced Fund
(the "Fund"), and American Express Financial Corporation, a
Delaware corporation.
Part One: INVESTMENT MANAGEMENT AND OTHER 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 Fund continuously
with suggested investment planning; to determine, consistent with
the Fund's investment objectives and policies, which securities in
American Express Financial Corporation'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 Fund
all necessary research and statistical data in connection
therewith; to furnish all services of whatever nature required in
connection with the management of the Fund as provided under this
agreement; and to pay such expenses 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. 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 deems
appropriate for the purpose of reviewing American Express Financial
Corporation's performance under this agreement.
(2) American Express Financial Corporation agrees that the
investment planning and investment decisions will be in accordance
with general investment policies of the Fund as disclosed to
American Express Financial Corporation from time to time by the
Fund and as set forth in the Fund's current Prospectus and
Registration Statement filed with the United States Securities and
Exchange Commission (the "SEC").
(3) American Express Financial Corporation agrees that it will
maintain all required records, memoranda, instructions or
authorizations relating to the acquisition or disposition of
securities for the Fund.
(4) 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.
(5) American Express Financial Corporation is authorized to
select the brokers or dealers that will execute the purchases and
sales of portfolio securities for the Fund 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,
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and subject to termination at any time by the Board, American
Express Financial Corporation 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 American Express Financial Corporation 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 overall
responsibilities with respect to the Fund and other funds for which
it acts as investment adviser.
(6) It is understood and agreed that in furnishing the Fund
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 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 American Express Financial Corporation
may rely upon information furnished to it reasonably believed to be
accurate and reliable.
Part Two: COMPENSATION TO INVESTMENT MANAGER
(1) The Corporation, on behalf of the Fund, 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, a fee for
each calendar day of each year equal to the total of 1/365th
(1/366th in each leap year) of the amount computed as shown below.
The computation shall be made 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 Fund recorded on the books of the
Fund for that day.
The asset charge shall be based on the net assets of the Fund as
set forth in the following table:
Asset Charge
Assets Annual Rate At
(Billions) Each Asset Level
First $0.25 0.790%
Next 0.25 0.765
Next 0.25 0.740
Next 0.25 0.715
Next 1.00 0.690
Over 2.00 0.665
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(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 pro
rated 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 to
American Express Financial Corporation within five business days
after the last day of each month.
Part Three: ALLOCATION OF EXPENSES
(1) The Corporation, on behalf of the Fund, agrees to pay:
(a) Fees payable to American Express Financial Corporation for
its services under the terms of this agreement;
(b) Taxes;
(c) Brokerage commissions and charges in connection with the
purchase and sale of assets;
(d) Custodian fees and charges;
(e) Fees and charges of its independent certified public
accountants for services the Corporation requests;
(f) Premium on the bond required by Rule 17g-1 under the
Investment Company Act of 1940;
(g) 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 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 Fund), and (iii) it employs to assert a claim against a third
party;
(h) Fees paid for the qualification and registration for public
sale of the securities of the Fund under the laws of the United
States and of the several states in which such securities shall be
offered for sale;
(i) Fees of consultants employed by the Corporation;
(j) 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;
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(k) 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;
(l) Organizational expenses of the Fund;
(m) Expenses incurred in connection with lending portfolio
securities of the Fund; and
(n) Expenses properly payable by the Corporation, approved by
the Board.
(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 Fund
under this agreement and any other agreement between the Fund and
American Express Financial Corporation, but excluding those
expenses set forth in (1)(b) and (1)(c) of this Part Three, exceed
the most restrictive applicable state expenses limitation, the Fund
shall not pay those expenses set forth in (1)(a) and (d) through
(n) 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 the 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 this agreement. If, at the end of any month, the fees and
expense of the Fund's Class A Common Stock, $0.01 par value per
share (the "Class A Shares") under this agreement and any other
agreement between the Fund and American Express Financial
Corporation exceed 1.50% the 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 1.50% all management fees and
expenses in excess of that limit will be returned to the 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 Fund and that American Express Financial
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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 any way 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 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) American Express Financial Corporation agrees that no
officer, director or employee of American Express Financial
Corporation will deal for or on behalf of the Fund with himself or
herself as 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:
(a) Officers, directors or employees of American Express
Financial Corporation from having a financial interest in the Fund
or in American Express Financial Corporation;
(b) The purchase of securities for the Fund, or the sale of
securities owned by the Fund, through a security broker or dealer,
one or more of whose partners, officers, directors or employees is
an officer, director or employee of American Express Financial
Corporation, provided such transactions are handled in the capacity
of broker only and provided commissions charged do not exceed
customary brokerage charges for such services; or
(c) Transactions with the Fund by a broker-dealer affiliate of
American Express Financial Corporation as may be allowed by rule or
order of the SEC, and if made pursuant to procedures adopted by the
Board.
(7) American Express Financial Corporation agrees that, except
as herein otherwise expressly provided or as may be permitted
consistent with the use of a broker-dealer affiliate of American
Express Financial Corporation 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
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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
Corporation) or other assets by or for the Fund.
Part Five: RENEWAL AND TERMINATION
(1) This agreement shall continue in effect until November 12,
1998, or until a new agreement is approved by a vote of the
majority of the outstanding shares of the Fund 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 Fund 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 the Corporation
or American Express Financial Corporation 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.
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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 Global Balanced 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
