DISTRIBUTION AGREEMENT
Agreement made as of the ___ day of ________, 2000, by and between AXP
International Fund, Inc. (the "Corporation"), a Minnesota corporation, on behalf
of AXP European Equity Fund, and American Express Financial Advisors Inc.
("AEFA"), 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 Inc. 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 Inc. 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 of 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
Corporations of the AMERICAN EXPRESS(R) FUNDS who wish to exchange their
investments in shares of the other AMERICAN EXPRESS(R) FUNDS 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.
AXP INTERNATIONAL FUND, INC.
AXP European Equity Fund
By _____________________________
▇▇▇▇▇▇ ▇. ▇▇▇
Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
By _____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President