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DISTRIBUTION AGREEMENT
Agreement made as of the 13th of November, 1996, by and between IDS
Global Series, Inc. (the "Corporation"), a Minnesota corporation,
for and on behalf of its underlying series funds: IDS Emerging
Markets Fund, IDS Global Balanced Fund and IDS Innovations Fund
(individually a "Fund" and collectively the "Funds"); 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 Inc. shall have the exclusive right to act as
principal underwriter for each Fund and to offer for sale and to
distribute either directly or through any affiliate any and all
shares of each class of common stock of the Funds.
(2) American Express Financial Advisors Inc. hereby covenants and
agrees to act as the principal underwriter of each class of common
stock of the Funds 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 Inc. 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 Funds, 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 respective Fund's 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 1/1000th 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
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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 Inc., to have and to keep the Funds and
their shares properly registered or qualified in all appropriate
jurisdictions and, as to shares, in such amounts as American
Express Financial Advisors Inc. may from time to time designate in
order that the Funds' shares may be offered or sold in such
jurisdictions.
(5) The Corporation agrees that it will furnish American Express
Financial Advisors Inc. with information with respect to the
affairs and accounts of the Funds, and in such form, as American
Express Financial Advisors Inc. may from time to time reasonably
require and further agrees that American Express Financial Advisors
Inc., at all reasonable times, shall be permitted to inspect the
books and records of the Funds.
(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 Funds, 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 Inc. 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 Inc. may have against the
Corporation or its officers or directors in connection with the
Funds' 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 Inc. 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 Inc. at its principal place or business.
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(8) American Express Financial Advisors Inc. agrees to cause to
be delivered to each person submitting an application a current
prospectus or circular in the form required by the applicable
federal laws or by the acts or statutes of any applicable state,
province or country.
(9) The Funds shall have the right to extend to shareholders of
each class of common stock 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 respective Fund's currently effective Prospectus or
Statement of Additional Information.
(10) Shares of each class of common stock of the Funds 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 Funds, to the
extent set forth in the respective Fund's 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 Funds.
(11) American Express Financial Advisors Inc. 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 Inc. 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 Inc.,
or any of its affiliates, in the offering for sale or sale of each
class of the Funds' shares that is subject to the terms of this
agreement.
Part Three: COMPENSATION
(1) It is covenanted and agreed that American Express Financial
Advisors Inc. shall be paid:
(i) for a class of shares imposing a front-end sales charge, by
the purchasers of shares in an amount equal to the difference
between the total amount received upon each sale of shares issued
by the Funds 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 shares at the time the sales charge is imposed in an
amount equal to any deferred sales charge, as described in the
respective Fund's Prospectus.
Such sums as are received by the Corporation shall be received as
Agent for American Express Financial Advisors Inc. and shall be
remitted to American Express Financial Advisors Inc. daily as soon
as practicable after receipt.
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(2) The asset value of any share of each class of the Funds shall
be determined in the manner provided by the 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 Inc. 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 Inc. 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
Inc. as directors, officers, shareholders or otherwise; that
directors, officers, shareholders or agents of American Express
Financial Advisors Inc. are or may be interested in the Corporation
as directors, officers, shareholders or otherwise; or that American
Express Financial Advisors Inc. is or may be interested in the
Corporation as shareholder or otherwise, provided, however, that
neither American Express Financial Advisors Inc. nor any officer or
director of American Express Financial Advisors Inc. 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 United States 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 Inc. agrees that no
officer, director or employee of American Express Financial
Advisors Inc. will deal for or on behalf of the Corporation with
himself or herself as principal or agent, or with any corporation
or partnership in which he or she may have a financial interest,
except that this shall not prohibit:
(a) Officers, directors and employees of American Express
Financial Advisors Inc. from having a financial interest in the
Corporation or in American Express Financial Advisors Inc.;
(b) The purchase of securities for the Funds, or the sale of
securities owned by the Funds, through a security broker or dealer,
one or more of whose partners, officers, directors or employees is
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an officer, director or employee of American Express Financial
Advisors Inc., provided such transactions are handled in the
capacity of broker only and provided commissions charged do not
exceed customary brokerage charges for such services; or
(c) Transactions with the Funds by a broker-dealer affiliate of
American Express Financial Advisors Inc. if allowed by rule or
order of the Securities and Exchange Commission and if made
pursuant to procedures adopted by the Board of Directors;
(7) American Express Financial Advisors Inc. 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 Inc. 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
Funds) or other assets by or for the Funds.
Part Five: TERMINATION
(1) This agreement shall continue from year to year unless and
until terminated by American Express Financial Advisors Inc. 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 Inc. 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.
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IN WITNESS WHEREOF, The parties hereto have executed the foregoing
agreement on the date and year first above written.
IDS GLOBAL SERIES, INC.
IDS Emerging Markets Fund
IDS Global Balanced Fund
IDS Innovations Fund
By /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
By /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Vice President
