Plan and Agreement of Distribution
This plan and agreement, effective as of May 10, 2001, is between AXP Partners
Series, Inc. on behalf of its 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
A and Class B shares; and overhead appropriately allocated to the sale of
Class A and Class B 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. AEFA represents that it will continue to
provide the same level of service as was provided under the previous
shareholder service agreement.
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. For Class A shares, the fee under this agreement will be equal on an
annual basis to 0.25% of the average daily net assets of the Fund
attributable to Class A shares. The amount so determined shall be paid to
AEFA in cash within five (5) business days after the last day of each
month.
5. For Class B shares, the fee under this agreement will be equal on an
annual basis to 1.00% of the average daily net assets of the Fund
attributable to Class B 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.
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 Fund understands 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. 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.
9. 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.
10. 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.
11. This agreement may be terminated as to Class A or Class B 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 Fund 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
/s/ Xxxxxx X. Xxx
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Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Senior Vice President
