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DISTRIBUTION AGREEMENT
Agreement made as of the 20th day of March, 1995, by and between
IDS Investment Series, Inc. (the "Corporation"), a Minnesota
corporation, for and on behalf of each class of its underlying
Funds, and American Express Financial Advisors Inc., a Delaware
corporation.
Part One: DISTRIBUTION OF SECURITIES
(1) The Corporation covenants and agrees that, during the term of
this agreement and any renewal or extension, American Express
Financial Advisors shall have the exclusive right to act as
principal underwriter for the Corporation and to offer for sale and
to distribute either directly or through any affiliate any and all
shares of each class of capital stock issued or to be issued by the
Corporation.
(2) American Express Financial Advisors hereby covenants and
agrees to act as the principal underwriter of each class of capital
shares issued and to be issued by the Corporation during the period
of this agreement and agrees during such period to offer for sale
such shares as long as such shares remain available for sale,
unless American Express Financial Advisors is unable or unwilling
to make such offer for sale or sales or solicitations therefor
legally because of any federal, state, provincial or governmental
law, rule or agency or for any financial reason.
(3) With respect to the offering for sale and sale of shares of
each class to be issued by the Corporation, it is mutually
understood and agreed that such shares are to be sold on the
following terms:
(a) All sales shall be made by means of an application, and
every application shall be subject to acceptance or rejection by
the Corporation at its principal place of business. Shares are to
be sold for cash, payable at the time the application and payment
for such shares are received at the principal place of business of
the Corporation.
(b) No shares shall be sold at less than the asset value
(computed in the manner provided by the currently effective
prospectus or Statement of Additional Information and the
Investment Company Act of 1940, and rules thereunder). The number
of shares or fractional shares to be acquired by each applicant
shall be determined by dividing the amount of each accepted
application by the public offering price of one share of the
capital stock of the appropriate class as of the close of business
on the day when the application, together with payment, is received
by the Corporation at its principal place of business. The
computation as to the number of shares and fractional shares shall
be carried to three decimal points of one share with the
computation being carried to the nearest 1/l000th of a share. If
the day of receipt of the application and payment is not a full
business day, then the asset value of the share for use in such
computation shall be determined as of the close of business on the
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next succeeding full business day. In the event of a period of
emergency, the computation of the asset value for the purpose of
determining the number of shares or fractional shares to be
acquired by the applicant may be deferred until the close of
business on the first full business day following the termination
of the period of emergency. A period of emergency shall have the
definition given thereto in the Investment Company Act of 1940, and
rules thereunder.
(4) The Corporation agrees to make prompt and reasonable effort to
do any and all things necessary, in the opinion of American Express
Financial Advisors, to have and to keep the Corporation and the
shares properly registered or qualified in all appropriate
jurisdictions and, as to shares, in such amounts as American
Express Financial Advisors may from time to time designate in order
that the Corporation 's shares may be offered or sold in such
jurisdictions.
(5) The Corporation agrees that it will furnish American Express
Financial Advisors with information with respect to the affairs and
accounts of the Corporation , and in such form, as American Express
Financial Advisors may from time to time reasonably require and
further agrees that American Express Financial Advisors, at all
reasonable times, shall be permitted to inspect the books and
records of the Corporation.
(6) American Express Financial Advisors or its agents may prepare
or cause to be prepared from time to time circulars, sales
literature, broadcast material, publicity data and other
advertising material to be used in the sales of shares issued by
the Corporation, including material which may be deemed to be a
prospectus under rules promulgated by the Securities and Exchange
Commission (each separate promotional piece is referred to as an
"Item of Soliciting Material"). At its option, American Express
Financial Advisors may submit any Item of Soliciting Material to
the Corporation for its prior approval. Unless a particular Item
of Soliciting Material is approved in writing by the Corporation
prior to its use, American Express Financial Advisors agrees to
indemnify the Corporation and its directors and officers against
any and all claims, demands, liabilities and expenses which the
Corporation or such persons may incur arising out of or based upon
the use of any Item of Soliciting Material. The term "expenses"
includes amounts paid in satisfaction of judgments or in
settlements. The foregoing right of indemnification shall be in
addition to any other rights to which the Corporation or any
director or officer may be entitled as a matter of law.
Notwithstanding the foregoing, such indemnification shall not be
deemed to abrogate or diminish in any way any right or claim
American Express Financial Advisors may have against the
Corporation or its officers or directors in connection with the
Corporation's registration statement, prospectus, Statement of
Additional Information or other information furnished by or caused
to be furnished by the Corporation.
(7) American Express Financial Advisors agrees to submit to the
Corporation each application for shares immediately after the
receipt of such application and payment therefor by American
Express Financial Advisors at its principal place or business.
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(8) American Express Financial Advisors agrees to cause to be
delivered to each person submitting an application a prospectus or
circular to be furnished by the Corporation in the form required by
the applicable federal laws or by the acts or statutes of any
applicable state, province or country.
(9) The Corporation shall have the right to extend to shareholders
of each class the right to use the proceeds of any cash dividend
paid by the Corporation to that shareholder to purchase shares of
the same class at the net asset value at the close of business upon
the day of purchase, to the extent set forth in the currently
effective prospectus or Statement of Additional Information.
(10) Shares of each class issued by the Corporation may be offered
and sold at their asset value to the shareholders of the same class
of other Corporations in the IDS MUTUAL FUND GROUP who wish to
exchange their investments in shares of the other funds in the IDS
MUTUAL FUND GROUP to investments in shares of the Corporation, to
the extent set forth in the currently effective prospectus or
Statement of Additional Information, such asset value to be
computed as of the close of business on the day of sale of such
shares of the Corporation.
(11) American Express Financial Advisors and the Corporation agree
to use their best efforts to conform with all applicable state and
federal laws and regulations relating to any rights or obligations
under the term of this agreement.
Part Two: ALLOCATION OF EXPENSES
Except as provided by any other agreements between the parties,
American Express Financial Advisors covenants and agrees that
during the period of this agreement it will pay or cause or be paid
all expenses incurred by American Express Financial Advisors, or
any of its affiliates, in the offering for sale or sale of each
class of the Corporation's shares.
Part Three: COMPENSATION
(1) It is covenanted and agreed that American Express Financial
Advisors shall be paid:
(i) for a class of shares imposing a front-end sales charge,
by the purchasers of Corporation shares in an amount equal to the
difference between the total amount received upon each sale of
shares issued by the Corporation and the asset value of such shares
at the time of such sale; and
(ii) for a class of shares imposing a deferred sales charge,
by owners of Corporation shares at the time the sales charge is
imposed in an amount equal to any deferred sales charge, as
described in the Corporation's prospectus.
Such sums as are received by the Corporation shall be received as
Agent for American Express Financial Advisors and shall be remitted
to American Express Financial Advisors daily as soon as practicable
after receipt.
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(2) The asset value of any share of each class of the Corporation
shall be determined in the manner provided by the classes currently
effective prospectus and Statement of Additional Information and
the Investment Company Act of 1940, and rules thereunder.
Part Four: MISCELLANEOUS
(1) American Express Financial Advisors 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 Corporation.
(2) American Express Financial Advisors shall be free to render to
others services similar to those rendered under this agreement.
(3) Neither this agreement nor any transaction had pursuant hereto
shall be invalidated or in any way affected by the fact that
directors, officers, agents and/or shareholders of the Corporation
are or may be interested in American Express Financial Advisors as
directors, officers, shareholders or otherwise; that directors,
officers, shareholders or agents of American Express Financial
Advisors are or may be interested in the Corporation as directors,
officers, shareholders or otherwise; or that American Express
Financial Advisors is or may be interested in the Corporation as
shareholder or otherwise, provided, however, that neither American
Express Financial Advisors nor any officer or director of American
Express Financial Advisors or any officers or directors of the
Corporation shall sell to or buy from the Corporation any property
or security other than a security issued by the Corporation, except
in accordance with a rule, regulation or order of the federal
Securities and Exchange Commission.
(4) For the purposes of this agreement, a "business day" shall
have the same meaning as is given to the term in the By-laws of the
Corporation.
(5) Any notice under this agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the parties to this
agreement at each company'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 Advisors agrees that no officer,
director or employee of American Express Financial Advisors will
deal for or on behalf of the Corporation 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:
(a) Officers, directors and employees of American Express
Financial Advisors from having a financial interest in the
Corporation or in American Express Financial Advisors.
(b) The purchase of securities for the Corporation, or the
sale of securities owned by the Corporation , through a security
broker or dealer, one or more of whose partners, officers,
directors or employees is an officer, director or employee of
American Express Financial Advisors, provided such transactions are
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handled in the capacity of broker only and provided commissions
charged do not exceed customary brokerage charges for such
services.
(c) Transactions with the Corporation by a broker-dealer
affiliate of American Express Financial Advisors if allowed by rule
or order of the Securities and Exchange Commission and if made
pursuant to procedures adopted by the Corporation's Board of
Directors.
(7) American Express Financial Advisors agrees that, except as
otherwise provided in this agreement, or as may be permitted
consistent with the use of a broker-dealer affiliate of American
Express Financial Advisors under applicable provisions of the
federal securities laws, neither it nor any of its officers,
directors or employees shall at any time during the period of this
agreement make, accept or receive, directly or indirectly, any
fees, profits or emoluments of any character in connection with the
purchase or sale of securities (except securities issued by the
Corporation) or other assets by or for the Corporation.
Part Five: TERMINATION
(1) This agreement shall continue from year to year unless and
until terminated by American Express Financial Advisors or the
Corporation, except that such continuance shall be specifically
approved at least annually by a vote of a majority of the Board of
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, and by a majority of the
Board of Directors or by vote of a majority of the outstanding
voting securities of the Corporation. As used in this paragraph,
the term "interested person" shall have the meaning as set forth in
the Investment Company Act of 1940, as amended.
(2) This agreement may be terminated by American Express Financial
Advisors or the Corporation at any time by giving the other party
sixty (60) days written notice of such intention to terminate.
(3) This agreement shall terminate in the event of its assignment,
the term "assignment" for this purpose having the same meaning as
set forth in the Investment Company Act of 1940, as amended.
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IN WITNESS WHEREOF, The parties hereto have executed the foregoing
agreement on the date and year first above written.
IDS INVESTMENT SERIES, INC.
IDS Mutual
IDS Diversified Equity Income Fund
By /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
By /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President
