DISTRIBUTION AGREEMENT
Agreement made as of the 20th day of March, 1995, by and between IDS Money
Market Series, Inc. (the "Corporation"), a Minnesota corporation, for and on
behalf of each class of its underlying Fund, 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 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.
(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 funds 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.
(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 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.
IN WITNESS WHEREOF, The parties hereto have executed the foregoing agreement on
the date and year first above written.
IDS MONEY MARKET SERIES
IDS Cash Management Fund
By /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
By /s/ Xxxxx X. Xxxxxx
Vice President
