INVESTMENT MANAGEMENT SERVICES AGREEMENT



         This Agreement dated as of December 1, 2002, is by and between AXP

Dimensions Series, Inc., (the "Corporation"), a Minnesota corporation, on behalf

of its underlying series AXP Growth Dimensions Fund, (the "Fund") and American

Express Financial Corporation ("AEFC"), a Delaware corporation.



Part One: INVESTMENT MANAGEMENT AND OTHER SERVICES



         (1) The Corporation hereby retains AEFC, and AEFC hereby agrees, for

the period of this Agreement and under the terms and conditions hereinafter set

forth, to furnish the Corporation continuously with suggested investment

planning; to determine, consistent with the Fund's investment objectives and

policies, which securities in AEFC's discretion shall be purchased, held or

sold, and to execute or cause the execution of purchase or sell orders; to

prepare and make available to the Fund all necessary research and statistical

data in connection therewith; to furnish all other services of whatever nature

required in connection with the management of the Fund as provided under this

Agreement; and to pay such expenses as may be provided for in Part Three;

subject always to the direction and control of the Board of Directors (the

"Board"), the Executive Committee and the authorized officers of the

Corporation. AEFC agrees to maintain an adequate organization of competent

persons to provide the services and to perform the functions herein mentioned.

AEFC agrees to meet with any persons at such times as the Board deems

appropriate for the purpose of reviewing AEFC's performance under this

Agreement.



         (2) AEFC agrees that the investment planning and investment decisions

will be in accordance with general investment policies of the Fund as disclosed

to AEFC from time to time by the Fund and as set forth in its prospectus and

registration statement filed with the United States Securities and Exchange

Commission (the "SEC").



         (3) AEFC agrees that it will maintain all required records, memoranda,

instructions or authorizations relating to the acquisition or disposition of

securities for the Fund.



         (4) The Corporation agrees that it will furnish to AEFC any information

that the latter may reasonably request with respect to the services performed or

to be performed by AEFC under this Agreement.



         (5) AEFC is authorized to select the brokers or dealers that will

execute the purchases and sales of portfolio securities for the Fund and is

directed to use its best efforts to obtain the best available price and most

favorable execution, except as prescribed herein. Subject to prior authorization

by the Board of appropriate policies and procedures, and subject to termination

at any time by the Board, AEFC may also be authorized to effect individual

securities transactions at commission rates in excess of the minimum commission

rates available, to the extent authorized by law, if AEFC



{PAGE}



determines  in good faith  that such  amount of  commission  was  reasonable  in

relation to the value of the  brokerage and research  services  provided by such

broker or  dealer,  viewed in terms of either  that  particular  transaction  or

AEFC's  overall  responsibilities  with  respect to the Fund and other funds for

which it acts as investment adviser.



          (6) It is understood and agreed that in furnishing the Fund with the

services as herein provided, neither AEFC, nor any officer, director or agent

thereof shall be held liable to the Fund, shareholders, the Corporation or its

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.



Part Two:  COMPENSATION TO INVESTMENT MANAGER



         (1) The Corporation agrees to pay to AEFC, on behalf of the Fund, and

AEFC covenants and agrees to accept from the Corporation in full payment for the

services furnished, a fee composed of an asset charge and a performance

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC