SUBADVISORY AGREEMENT
Agreement made as of the 1st day of October 2004, by and between
American Express Financial Corporation, a Delaware corporation ("AEFC"), and
Xxxxxxx Capital Management, LLC, a Delaware limited liability company
("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 has entered into an Investment Management Services
Agreement dated July 11, 2002 (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.
(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, 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/Account Activity Reports/Confirmations. Subadviser
shall provide the Fund's custodian and AEFC on each business day
with information relating to all transactions concerning the
Fund's assets. By the end of each business day, Subadviser will
provide to AEFC on Subadviser's website a portfolio appraisal
that reflects (on a trade date basis) the positions held
(including residual cash and accruals) in the portion of the Fund
managed by Subadviser based on Subadviser's portfolio accounting
system. On the next business day, AEFC, in its capacity as Fund
Accountant, will reconcile Subadviser's portfolio appraisal
(including positions held, residual cash, accruals, and total
market value) with AEFC's official records for the Fund. AEFC
will confirm to Subadviser by e-mail or fax by 9:00 a.m. MT, that
the quantity of each security held as well as the total market
value shown on the portfolio appraisal is sufficiently accurate
for use by Subadviser for all purposes under this Agreement,
including investment management, compliance, and fee calculation.
Any discrepancy discovered during the reconciliation process
should be brought to the attention of the Subadviser as soon as
it is discovered. By 9:00 a.m. MT on each business day, AEFC also
will provide to Subadviser a statement reflecting net
subscriptions and redemptions applicable to the portion of the
Fund that is managed by Subadviser.
(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"), 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, or which Subadviser maintains with respect to the
Fund under the Advisers Act. 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.
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. 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 or will
have 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, together with evidence of its
adoption. Within 45 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 controlling
shareholder(s) 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, directors, 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 knowingly 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 knowing omission to state therein a material fact 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, including information
provided under Paragraph 1(a)(v). 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 gross negligence of AEFC
in the performance of any of its duties or obligations hereunder; (ii)
any knowingly 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 knowing
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 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, on 60 days' written notice
to AEFC. 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:
Xxxxxxx Capital Management LLC
0000 00xx Xxxxxx - Xxxxx 0000
Xxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
Chief Operations Officer
Tel: 000-000-0000
Fax: 000-000-0000
with a copy to:
Xxxxxxx Capital Management LLC
0000 00xx Xxxxxx - Xxxxx 0000
Xxxxxx, XX 00000
Attn: Xxx Xxxxxx
General Counsel
Tel: 000-000-0000
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 Advisors Inc.
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. 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.
16. 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.
17. 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.
18. 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.
19. Headings. The headings in this Agreement are intended solely as a
convenience and are not intended to modify any other provision herein.
20. 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 XXXXXXX CAPITAL MANAGEMENT, LLC
FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxx
-------------------------------- -------------------------------
Signature Signature
Name: Xxxxx X. Xxxxx Name: Xxxx X. Xxxxxx
------------------------------- ------------------------------
Printed Printed
Senior Vice President and
Title: General Manager-Mutual Funds Title: EVP & COO
------------------------------ ------------------------------
SUBADVISORY AGREEMENT
SCHEDULE A
Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be
calculated in accordance with the following schedule:
Average Daily Net Assets* Rate
First $100 million 55bp
Thereafter 45bp
------------------------
*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 $150
million, a rate of 55bp would apply to $100 million and a rate of 45bp 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 International Core Fund, a series of AXP Partners
International Series, Inc.
Date: October 1, 2004
