Schedules and exhibits omitted - IDS Life Insurance Company agrees to furnish a
copy of any schedule or exhibit to the Commission upon request.
GROSS ADMINISTRATIVE CHARGE AGREEMENT
by and between
AMERICAN EXPRESS FINANCIAL CORPORATION
and
IDS LIFE INSURANCE COMPANY
THIS GROSS ADMINISTRATIVE CHARGE AGREEMENT (the "Agreement") is made
and entered into as of November 1, 2003 by and between American Express
Financial Corporation ("AEFC"), a Delaware corporation and IDS Life Insurance
Company ("IDS Life"), a Minnesota corporation. IDS Life is a wholly owned
subsidiary of AEFC.
WHEREAS, AEFC provides investment management services to IDS Life
Variable Annuity Fund A, IDS Life Variable Annuity Fund B and each series
underlying AXP Variable Portfolio - Income Series, Inc., AXP Variable Portfolio
- Investment Series, Inc., AXP Variable Portfolio - Managed Series, Inc., AXP
Variable Portfolio - Money Market Series, Inc., AXP Variable Portfolio -
Partners Series Inc. and IDS Life Series Fund, Inc., (each, a "Fund" and
collectively, the "Funds"); and
WHEREAS, the Funds are made available primarily as investment options
underlying variable annuity and variable life insurance contracts offered by IDS
Life and its subsidiaries; and
WHEREAS, AEFC desires that IDS Life provide certain services in
connection with the management of the Funds; and
WHEREAS, IDS Life has agreed to provide such services, other than
investment management services, required in connection with the management of
the Funds.
NOW THEREFORE, in consideration of their mutual promises, the parties
agree as follows:
Article I. Duties of AEFC and IDS Life
Section 1.01 Duties of AEFC
AEFC will be responsible for investment management services for the Funds
including, but not limited to:
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(a) Furnishing the Funds with suggested investment planning;
(b) Determining, consistent with each Fund's investment objectives and
policies, which securities in AEFC's discretion will be purchased, held
or sold and executing or causing the execution of purchase or sell
orders with respect to those securities; and
(c) Preparing and making available to the Funds all necessary research and
statistical data.
Section 1.02 Duties of IDS Life
IDS Life will be responsible for all services, other than investment management
services, of whatever nature required in connection with the management of the
Funds including, but not limited to:
(a) Performing transfer agent functions such as:
(1) Processing sales, redemptions and transfers of Fund shares;
(2) Preparing and transmitting to the Fund required reports with respect
to contract owner transactions;
(3) Establishing and maintaining contract owner accounts and confirming
contract owner transactions;
(4) Responding to contract owner inquiries with respect to the Funds and
providing other servicing functions on behalf of the Funds to contract
owners and sales representatives;
(5) Maintaining records in compliance with applicable laws, rules and
regulations;
(6) Preparing and presenting the necessary reports and causing to be
recorded the investment of income, dividends and distributions in
additional shares of the Funds;
(7) Providing such other reports and performing such other duties as may
be requested by the Fund;
(b) Providing contract owner communications;
(c) Providing technology and systems services;
(d) Providing required printed materials, supplies, office space and equipment;
and
(e) Providing general Fund management services including development, pricing
and marketing.
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Section 1.03 Ownership and Confidentiality of Records.
(a) The parties agree that all records prepared or maintained by them relating
to the services to be performed by them under the terms of this Agreement
are the property of the Funds and may be inspected by the Funds or any
person retained by the Funds at reasonable times. The Funds and the parties
agree to protect the confidentiality of those records.
(b) Regulation S-P.
(1) In accordance with Regulation S-P of the Securities and Exchange
Commission, "Nonpublic Personal Information" includes (i) all
personally identifiable financial information; (ii) any list,
description, or other grouping of consumers (and publicly available
information pertaining to them) that is derived using any personally
identifiable financial information that is not publicly available
information; and (iii) any information derived therefrom.
(2) The parties must not use or disclose Nonpublic Personal Information
for any purpose other than to carry out the purpose for which
Nonpublic Personal Information was provided to them as set forth in
this Agreement, and agree to cause the parties, and their employees,
agents, representatives, or any other party to whom they may provide
access to or disclose Nonpublic Personal Information to limit the use
and disclosure of Nonpublic Personal Information to that purpose.
(3) The parties agree to implement appropriate measures designed to ensure
the security and confidentiality of Nonpublic Personal Information, to
protect such information against any anticipated threats or hazards to
the security or integrity of such information, and to protect against
unauthorized access to, or use of, Nonpublic Personal Information that
could result in substantial harm or inconvenience to any contract
owner; the parties further agree to cause all their agents,
representatives, subcontractors, or any other party to whom they may
provide access to, or disclose, Nonpublic Personal Information to
implement appropriate measures designed to meet the objectives set
forth in this paragraph.
(4) With respect only to the provisions of this Section 1.03(b), the
parties agree to indemnify and hold harmless the Funds, and any
officer or director of the Funds, against losses, claims, damages,
expenses, or liabilities to which the Funds, or any officer or
director of the Funds, may become subject as the result of (i) a
material breach of the provisions of this section of the Agreement or
(ii) any acts or omissions of the parties, or of any of their
officers, directors, employees, or agents, that are not substantially
in accordance with this Agreement, including, but not limited to, any
violation of any federal statute or regulation. Notwithstanding the
foregoing, no party xxxx
Xxxx 3 of 6
be entitled to indemnification pursuant to this Section 1.03(b)(4) if
such loss, claim, damage, expense, or liability is due to the willful
misfeasance, bad faith, gross negligence, or reckless disregard of
duty by the party seeking indemnification.
Section 1.04 With respect to all duties and responsibilities of the parties
hereunder, each party may provide any or all such services directly, or it may
contract with one of its affiliates for the provision of such services, but in
such event, each party will remain responsible for the delivery of all services
in accordance with the terms of this Agreement.
Section 1.05 Each party will be responsible for maintaining all required
records, memoranda, instructions or authorizations relating to the services it
performs under this Agreement. Each party will provide copies of or access to
such records, memoranda, instructions or authorizations to the other party as
requested.
Section 1.06 Each party will furnish the other party, or its designated
affiliate, any information reasonably requested with respect to its services
performed or to be performed under this Agreement.
Section 1.07 Each party agrees to be responsible for the maintenance of an
adequate organization of competent persons to provide the services and perform
the functions mentioned herein.
Article II. Compensation for Services.
Section 2.01 In consideration of the services provided by IDS Life, AEFC
agrees to pay IDS Life a fee as set forth in Schedule A.
Section 2.02 Fees are payable as soon as possible after the close of the
month, and in any event, will be paid not later than the last business day of
the month following the month for which services were provided.
Article III. Miscellaneous
Section 3.01 It is understood and agreed that in furnishing the Funds with
the services as herein provided, neither IDS Life, or any officer, director or
agent thereof will be liable to the Funds or their creditors, AEFC, or any
officer, director or agent thereof 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 IDS Life may rely upon
information furnished to it reasonably believed to be accurate and reliable.
Section 3.02 It is understood and agreed that in furnishing the Funds with
the services as herein provided, neither AEFC, or any officer, director or agent
thereof will be liable to the Funds or their creditors, IDS Life, or any
officer, director or agent thereof for
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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.
Section 3.03 IDS Life recognizes that AEFC 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 Funds and that AEFC manages its own investments and/or those of its
subsidiaries. AEFC will be free to render such investment advice and other
services and IDS Life hereby consents thereto.
Section 3.04 AEFC recognizes that IDS Life now renders and may continue to
render services, other than investment management services, to other persons.
IDS Life will be free to render such services and AEFC hereby consents thereto.
Section 3.05 This Agreement will extend to and will be binding on the
parties hereto, and their respective successors and assigns; provided, however,
that this Agreement will not be assignable without the written consent of the
other party.
Section 3.06 This Agreement will be governed by the laws of the State of
Minnesota.
Article IV. Termination and Amendment
Section 4.01 This Agreement may be amended or modified by a written
agreement executed by both parties.
Section 4.02 This Agreement will remain in effect from year to year until
terminated. Either party will have the right to terminate this Agreement upon 60
days' written notice to the other party.
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IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement.
AMERICAN EXPRESS
FINANCIAL CORPORATION IDS LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxxx
-------------------- ----------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxx Xxxxxx
Title: V.P. AEFC Controller Title: Executive V.P. Annuities
ATTEST: ATTEST:
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxx Xxxxxxx
---------------- ----------------------
Name: Xxxx Xxxxxxx Name: Xxxx Xxxxx Xxxxxxx
Title: Group Counsel Title: Assistant Secretary
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