Plan and Agreement of Distribution
For Class C Shares
This plan and agreement, effective as of June __, 2000, is between AXP
International Fund, Inc. on behalf of its underlying series AXP European Equity
Fund and AXP International Fund (individually the "Fund" and collectively the
"Funds") and American Express Financial Advisors Inc. ("AEFA"), the principal
underwriter of the Funds, for distribution services to the Fund.
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 Fund's 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 Fund 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 understands 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 INTERNATIONAL FUND, INC.
AXP European Equity Fund
AXP International Fund
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Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
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Senior Vice President