Plan and Agreement of Distribution
For Class C Shares
This plan and agreement, effective as of _____, 2001, is between AXP Partners
Series, Inc. on behalf of each underlying series, AXP Partners Fundamental Value
Fund, AXP Partners Value Fund and AXP Partners Small Cap Value Fund (the
"Funds"), and American Express Financial Advisors Inc. ("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
the distribution of the Funds shares and providing personal service to
shareholders. These expenses include sales commissions; business,
employee and financial advisor expenses charged to distribution of Class
C shares; and overhead appropriately allocated to the sale of Class C
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 on an annual basis to 1.00% of
the average daily net assets of the Funds attributable to Class C shares.
Of that amount, 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. The amount so determined shall be
paid to AEFA in cash within five (5) business days after the last day of
each month.
5. 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.
6. 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.
7. 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.
8. 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.
9. This agreement may be terminated 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.
AXP PARTNERS SERIES, INC.
AXP Partners Fundamental Value Fund
AXP Partners Value Fund
AXP Partners Small Cap Value Fund
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Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
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Xxxxxx X. Xxxxx
Senior Vice President
