ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is made this 7th day of June, 2001, by American Express Financial
Corporation, a Delaware corporation ("Adviser"), and Xxxxx Selected Advisers,
L.P., a limited partnership organized under the laws of Colorado ("DSA").
RECITALS:
WHEREAS, the Adviser has entered into an agreement to provide investment
advisory, administrative, and other services to the AXP(R) Partners Fundamental
Value Fund ("Fund");
WHEREAS, DSA has entered into an agreement to provide sub-advisory services to
the Fund, which agreement is dated as of June 7, 2001; and
WHEREAS, the Fund requires continuing administrative services and investor
support services which the Adviser provides.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
1. Payment for Administrative Services. DSA shall pay amounts from its past
profits to the Adviser to defray a portion of the expense of providing
continuing administrative services and investor support services to the Fund.
Such payments are for administrative services and investor support services and
do not constitute payment for investment advisory, distribution, or other
services.
DSA shall pay the Adviser an Administrative Services fee at the annual rate
based on average net assets of the Fund at set forth in Schedule A. DSA shall
pay the Adviser this fee in monthly installments.
2. No Assignment. This Agreement may not be assigned by either party. Any
attempted assignment shall be null and void and this agreement shall
automatically terminate.
3. Termination. This Agreement may be terminated by either party at any time,
with or without cause, upon 60 days' written notice delivered or mailed to the
last known business address of the Adviser or DSA in person or by registered
mail or a private mail or delivery service providing the sender with notice of
receipt. Notice shall be deemed given on the date delivered or mailed in
accordance with this paragraph.
4. Arbitration. The parties agrees that any controversy or claim arising out of
or relating to this Agreement, or any, breach thereof, shall be settled by
arbitration in accordance with the Code of Arbitration Procedure of the National
Association of Securities Dealers (or, in the event that the National
Association of Securities Dealers refuses to accept jurisdiction, the Commercial
Arbitration Rules of the American Arbitration Association), and judgment upon
the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof. The arbitration hearing and all conferences will be held
in New York City, New York.
IN WITNESS WHEREOF, the parties have duly executed and sealed this Agreement as
of the date first written above.
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Vice President
XXXXX SELECTED ADVISERS, L.P.
by Xxxxx Investments, LLC, General Partner
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
Vice President
ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE A
Compensation pursuant to Paragraph 1 of Administrative Services Agreement shall
be calculated in accordance with the following schedule:
Average Daily Net Assets* Annual Rate
Up to $500 million 0.00%
$500 million to $1000 million 0.05%
Over $1000 million 0.10%
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* Applies to average daily net assets that are subject to DSA's investment
discretion.
