PLAN AND AGREEMENT OF DISTRIBUTION
This plan and agreement, dated as of November 13, 2003, is by and between AXP
Market Advantage Series, Inc., (the "Corporation"), a Minnesota corporation, on
behalf of its underlying series AXP Portfolio Builder Conservative Fund, AXP
Portfolio Builder Moderate Conservative Fund, AXP Portfolio Builder Moderate
Fund, AXP Portfolio Builder Moderate Aggressive Fund, AXP Portfolio Builder
Aggressive Fund and AXP Portfolio Builder Total Equity Fund (individually a
"Fund" and collectively the "Funds"), and American Express Financial Advisors
Inc., a Delaware Corporation, ("AEFA"), the principal underwriter of the Funds,
for distribution services to the Funds.
The plan and agreement has been approved by members of the Board of Directors
(the "Board") of the Funds who are not interested persons of the Funds and have
no direct or indirect financial interest in the operation of the plan or any
related agreement, and all of the members of the Board, in person, at a meeting
called for the purpose of voting on the plan and agreement.
The plan and agreement provides that:
1. The Funds will reimburse AEFA for expenses incurred in connection with
distributing the Funds' shares and providing personal service to
shareholders. These expenses include sales commissions; business, employee
and financial advisor expenses charged to distribution of shares; and
overhead appropriately allocated to the sale of shares.
2. A portion of the fee under the agreement will be used to compensate AEFA,
financial advisors and other servicing agents for personal service to
shareholders. Fees paid will be used to help shareholders thoughtfully
consider their investment goals and objectively monitor how well the goals
are being achieved.
3. AEFA agrees to monitor the services it provides, to measure the level and
quality of services and to provide training and support to financial
advisors and servicing agents. AEFA will use its best efforts to assure
that other distributors provide comparable services to shareholders.
4. The fee under this agreement will be equal as shown in Schedule A. The
amount so determined shall be paid to AEFA in cash within five (5) business
days after the last day of each month.
6. For each purchase of Class B shares, the Class B shares will be converted
to Class A shares in the ninth year of ownership.
7. The Funds understand that if a shareholder redeems Class B shares before
they are converted to Class A shares, AEFA will impose a sales charge
directly on the redemption proceeds to cover those expenses it has
previously incurred on the sale of those shares.
8. The Funds understand that if a shareholder redeems Class C shares in the
first year of ownership, AEFA will impose a sales charge directly on the
redemption proceeds to cover those expenses it has previously incurred on
the sale of those shares.
9. AEFA agrees to provide at least quarterly an analysis of expenses under
this agreement and to meet with representatives of the Funds as reasonably
requested to provide additional information.
10. The plan and agreement shall continue in effect for a period of more than
one year provided it is reapproved at least annually in the same manner in
which it was initially approved.
11. The plan and agreement may not be amended to increase materially the amount
that may be paid by the Funds without the approval of a least a majority of
the outstanding shares of the relevant class. Any other amendment must be
approved in the manner in which the plan and agreement was initially
approved.
12. This agreement may be terminated as to any class of the Fund at any time
without payment of any penalty by a vote of a majority of the members of
the Board who are not interested persons of the Funds and have no financial
interest in the operation of the plan and agreement, or by vote of a
majority of the outstanding shares of the relevant class, or by AEFA. The
plan and agreement will terminate automatically in the event of its
assignment as that term is defined in the Investment Company Act of 1940.
13. This plan and agreement shall be governed by the laws of the State of
Minnesota.
AXP MARKET ADVANTAGE SERIES, INC.
AXP Portfolio Builder Conservative Fund
AXP Portfolio Moderate Conservative Builder Fund
AXP Portfolio Builder Moderate Fund
AXP Portfolio Builder Moderate Aggressive Fund
AXP Portfolio Builder Aggressive Fund
AXP Portfolio Builder Total Equity Fund
/s/ Xxxxxx X. Xxx
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Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Senior Vice President and General Manager - Mutual Funds
Schedule A
AXP MARKET ADVANTAGR SERIES, INC.
AXP Portfolio Builder Conservative Fund
AXP Portfolio Moderate Conservative Builder Fund
AXP Portfolio Builder Moderate Fund
AXP Portfolio Builder Moderate Aggressive Fund
AXP Portfolio Builder Aggressive Fund
AXP Portfolio Builder Total Equity Fund
Fee Schedule
The fee for services under this Agreement is equal on an annual basis to the
following percentage of the average daily net assets of the Funds attributable
to a particular class:
Class A Class B Class C
0.25% 1.00% 1.00%
For Class B and Class C shares, 0.75% shall be reimbursed for distribution
expenses. The additional 0.25% shall be paid to AEFA to compensate AEFA,
financial advisors and servicing agents for personal service to shareholders and
maintenance of shareholder accounts.
