INVESTMENT ADVISORY AGREEMENT
Agreement effective the ___ day of _____________, 2001, by and between IDS Life
Insurance Company (IDS Life) and American Express Financial Corporation (AEFC).
WHEREAS IDS Life has heretofore organized six companies, and such companies have
been registered as investment companies under the Investment Company Act of 1940
(such companies being referred to collectively as the "Funds" and individually
as the "Fund"), and may in the future organize one or more additional Funds;
WHEREAS AEFC has a staff of experienced investment personnel and facilities for
the kind of investment portfolio contemplated for such Fund or Funds;
NOW THEREFORE, it is mutually agreed:
1. Funds to Which Applicable. This agreement shall only be effective to
any Fund in respect of which:
a. IDS Life has notified AEFC in writing to include such Fund
under the terms of this agreement; and
b. IDS Life has an existing legal duty to provide investment
management for such Fund; and
c. To the extent required by the Investment Company Act of 1940,
this agreement has been approved by a vote of the persons
having an interest in such Fund or an exemptive order from
such requirement of approval has been obtained from the
Securities and Exchange Commission; and continuance of its
applicability is approved as required by the Investment
Company Act of 1940; and
d. The applicability of this agreement has not been terminated as
provided in paragraph 8 hereof.
2. Investment Advice. AEFC will continuously keep under observation the
investment portfolio and investment objectives of any Fund covered by
the terms of this agreement and will, with respect to such Fund,
continuously furnish to IDS Life (1) assistance and advice in
investment planning, (2) recommendations as to particular purchases and
sales of securities, and (3) information as to economic and market
factors and other information relating to the investment plans of and
the particular investment held in any such Fund.
3. Information Furnished to AEFC. IDS Life shall furnish such information
to AEFC as to holdings, purchases, and sales of securities under its
management and investment portfolio requirements as will reasonably
enable AEFC to furnish the investment advice under this agreement.
4. Furnishing Advice, Information and Notices. The advice, information,
reports, etc., furnished under this agreement to IDS Life and any
notice under this agreement shall be furnished to the President of IDS
Life or to the person or persons designated in writing by him or by a
person to whom he has delegated the authority to so designate. Any
information or notice provided to AEFC under the terms of this
agreement shall be furnished to the President of AEFC or to the person
or persons designated in writing by him or by a person to whom he has
delegated the authority to so designate.
5. Purchase and Sale of Securities. IDS Life may, in its
discretion, direct purchase or sale orders to AEFC which will
then place any such order with a broker or brokers or
negotiate such executions. All transactions will be executed
in a manner and in accordance with the procedures and
standards as set forth in, or as established in accordance
with, the investment management agreement between IDS Life and
such Fund. IDS Life shall furnish AEFC with information
concerning such procedures and standards, and any amendments
thereto; and AEFC will maintain records to assure that such
transactions have been executed in accordance therewith. It is
understood that IDS Securities Corporation, a subsidiary of
AEFC and a member firm of the Pacific Stock Exchange, may
participate in brokerage commissions generated by any security
transactions under this agreement, and that other broker
dealer affiliates of AEFC may be used to the extent consistent
with Section 15(f) of the Investment Company Act of 1940 and
other applicable provisions of the Federal securities laws.
6. Compensation to AEFC. The fee for the services provided by
this agreement will be determined as follows:
a. The Fund shall pay the Company a fee for each calendar day of
each year equal to the total of 1/365th (1/366th in each leap
year) of a percentage of the net assets of the Fund as shown
on attached Schedule A, to be computed for each such day on
the basis of net assets as of the close of business on the
next preceding full business day. In the case of the
suspension of the computation of asset value, the said 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.
b. The foregoing fee shall be paid on a monthly basis in cash by
IDS Life to AEFC within five (5) business days after the last
day of each month.
7. Miscellaneous.
a. IDS Life recognizes that AEFC now renders and may continue to
render investment advice and other services to other persons
which may or may not have investment policies and investments
similar to those of the Funds included herein, and that AEFC
manages its own investments and those of certain subsidiaries.
AEFC shall be free to render such investment advice and other
services, and IDS Life hereby consents thereto. This agreement
is separate from any agreement IDS Life and AEFC may have
concerning investment advice in respect of certain separate
accounts of IDS Life.
b. It is understood and agreed that in furnishing the investment
advice and other services as herein provided neither AEFC, nor
any officer, director, employee, or agent thereof shall be
held liable to IDS Life or Funds included herein or creditors
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 AEFC may rely upon information
furnished to it reasonably believed to be accurate and
reliable and that, except as hereinabove provided, AEFC shall
not be accountable for any loss suffered by IDS Life or Funds
included herein by the reason of the latter's action or
nonaction on the basis of any advice or recommendation of
AEFC, its officers, directors or agents.
8. Renewal and Termination.
a. As to any Fund which (1) is a registered investment company
under the Investment Company Act of 1940, and (2) this
agreement has become applicable as provided in Section 1
above, this agreement, unless terminated pursuant to paragraph
b, c, or d below, shall continue in effect from year to year,
provided its continued applicability is specifically approved
at least annually (i) by the Board of Directors of said Fund
or by a vote of the holders of a majority of the outstanding
votes of the Fund and (ii) by 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.
b. The applicability of this agreement to any Fund which is a
registered investment company within the meaning of the
Investment Company Act of 1940 may be terminated by sixty days
written notice to either AEFC or IDS Life.
IN WITNESS WHEREOF, the parties hereto have executed the foregoing agreement on
the day and year first above written.
IDS LIFE INSURANCE COMPANY ATTEST:
By: By:
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Name: Name:
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Title: Title:
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AMERICAN EXPRESS FINANCIAL
CORPORATION ATTEST:
By: By:
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Name: Name:
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Title: Title:
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SCHEDULE A
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FUND PERCENTAGE OF
NET ASSETS
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AXP Variable Portfolio - Partners Series, Inc.
o AXP Variable Portfolio - Partners Small
Cap Value Fund ____%
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ADDENDUM TO INVESTMENT ADVISORY AGREEMENT
Schedule A of the Investment Advisory Agreement between IDS Life Insurance
Company (IDS Life) and American Express Financial Corporation (AEFC) dated
October 14, 1998 is hereby amended to add a new IDS Life Series Fund, Inc.
Portfolio. All other provisions of the Investment Advisory Agreement remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the
26th day of April, 1999.
IDS LIFE INSURANCE COMPANY ATTEST:
By: By:
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Title: President Title: Assistant Secretary
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AMERICAN EXPRESS FINANCIAL
CORPORATION ATTEST:
By: By:
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Title: Vice President Title: Assistant Secretary
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ADDENDUM TO INVESTMENT MANAGEMENT AND SERVICES AGREEMENT
"Part Two: COMPENSATION TO INVESTMENT MANAGER" paragraph (1) of the Investment
Management and Services Agreement between IDS Life Series Fund, Inc. (the Fund)
and IDS Life Insurance Company (IDS Life) dated December 17, 1985, has been
modified as follows. All other provisions of this Investment Management and
Services Agreement remain in full force and effect.
(1) The fund agrees to pay IDS Life, and IDS Life covenants and agrees to accept
from the Fund in full payment for all the services furnished, and for the use of
all facilities and equipment, and for all expenses paid or reimbursed by IDS
Life hereunder, a fee for each calendar day of each year equal to the total of
1/365th (1/366th in each leap year) of:
.70 percent for the Equity Income Portfolio .70 percent for
the Equity Portfolio .70 percent for the Government Securities
Portfolio .70 percent for the Income Portfolio .95 percent for
the International Equity Portfolio .70 percent for the Managed
Portfolio .50 percent for the Money Market Portfolio
to be computed 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 of net asset value, the said 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.
IN WITNESS WHEREOF, the parties hereto have executed the Addendum as of the 26th
day of April, 1999.
IDS LIFE SERIES FUND, INC.
Attest: By:
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Assistant Secretary President
IDS LIFE INSURANCE COMPANY
Attest: By:
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Assistant Secretary Vice President
