ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of the 20th day of March, 2000, by and between AXP Equity
Select Fund, Inc. (the "Fund"), a Minnesota corporation, and American Express
Financial Corporation, a Delaware corporation.
Part One: SERVICES
(1) The Fund 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 all administrative, accounting,
clerical, statistical, correspondence, corporate and all other services of
whatever nature required in connection with the administration of the Fund
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 Fund. 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 Fund 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 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 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 FOR SERVICES
(1) The Fund agrees to pay to American Express Financial Corporation, and
American Express Financial Corporation covenants and agrees to accept from
the Fund in full payment for the services furnished, based on the net
assets of the Fund as set forth in the following table:
Assets Annual rate at
(billions) each asset level
First $1 .050%
Next $1 0.45
Next $1 0.40
Next $3 0.35
Next $6 0.30
Next $12 0.25
Over $24 0.20
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 Fund recorded on the
books of the Fund 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
Fund to American Express Financial Corporation within five (5) business
days after the last day of each month.
Part Three: ALLOCATION OF EXPENSES
(1) The Fund 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 Fund 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 Fund, 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 Fund 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 Fund, and (iii) it employs to assert a claim against a third
party.
(e) 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.
(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 Fund, equal to the cost of
such incurred by American Express Financial Corporation.
(g) Fees of consultants employed by the Fund.
(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 Fund 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 Fund 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 Fund.
(k) One-half of the Investment Company Institute membership dues charged
jointly to the American Express Funds and American Express Financial
Corporation.
(l) Expenses properly payable by the Fund, 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 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) 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 (c) through (m) 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 ▇▇▇▇ 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.
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 Fund.
(2) A "full business day" shall be as defined in the By-laws.
(3) The Fund 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 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 Fund 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 Fund 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 Fund as directors, officers, shareholders, or
otherwise; or that American Express Financial Corporation or any successor
or assignee, is or may be interested in the Fund as shareholder or
otherwise, provided, however, that neither American Express Financial
Corporation, nor any officer, director or employee thereof or of the Fund,
shall sell to or buy from the Fund any property or security other than
shares issued by the Fund, 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 Fund 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 Fund or in American Express Financial Corporation.
(7) The Fund 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.
(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.
AXP EQUITY SELECT FUND, INC.
By:/s/▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
