TRANSFER AGENCY AGREEMENT
This Agreement, dated as of January 9, 2003, is between AXP(R) Partners Series,
Inc., a Minnesota corporation, (the "Corporation") on behalf of its underlying
series AXP(R) Partners Aggressive Growth Fund, AXP(R) Partners Growth Fund and
AXP(R) Partners U.S. Core Fund (the "Funds"), and American Express Client
Service Corporation (the "Transfer Agent"), a Minnesota corporation.
In consideration of the mutual promises set forth below, the Corporation and the
Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Corporation hereby appoints the
Transfer Agent, as transfer agent for the shares of and as shareholder
servicing agent for the Funds, and the Transfer Agent accepts such
appointment and agrees to perform the duties set forth below.
2. Compensation.
(a) The Corporation will compensate the Transfer Agent for the
performance of its obligations as set forth in Schedule A.
Schedule A does not include out-of-pocket disbursements of the
Transfer Agent for which the Transfer Agent shall be entitled to
xxxx the Corporation separately.
(b) The Transfer Agent will xxxx the Corporation monthly. The fee
provided for hereunder shall be paid in cash by the Corporation
to the Transfer Agent within five (5) business days after the
last day of each month.
(c) Out-of-pocket disbursements shall include, but shall not be
limited to, the items specified in Schedule B. Reimbursement by
the Corporation for expenses incurred by the Transfer Agent in
any month shall be made as soon as practicable after the receipt
of an itemized xxxx from the Transfer Agent.
(d) Any compensation jointly agreed to hereunder may be adjusted from
time to time by attaching to this Agreement a revised Schedule A,
dated and signed by an officer of each party.
3. Documents. The Corporation will furnish from time to time such
certificates, documents or opinions as the Transfer Agent deems to be
appropriate or necessary for the proper performance of its duties.
4. Representations of the Corporation and the Transfer Agent.
(a) The Corporation represents to the Transfer Agent that all
outstanding shares are validly issued, fully paid and
non-assessable by the Corporation. When shares are hereafter
issued in accordance with the terms of the Corporation's Articles
of Incorporation and its By-laws, such shares shall be validly
issued, fully paid and non-assessable by the Corporation.
(b) The Transfer Agent represents that it is registered under Section
17A(c) of the Securities Exchange Act of 1934. The Transfer Agent
agrees to maintain the necessary facilities, equipment and
personnel to perform its duties and obligations under this
agreement and to comply with all applicable laws.
5. Duties of the Transfer Agent. The Transfer Agent shall be responsible,
separately and through its subsidiaries or affiliates, for the
following functions:
(a) Sale of Fund Shares.
(1) On receipt of an application and payment, wired instructions
and payment, or payment identified as being for the account
of a shareholder, the Transfer Agent will deposit the
payment, prepare and present the necessary report to the
Custodian and record the purchase of shares in a timely
fashion in accordance with the terms of the Fund's
prospectus. All shares shall be held in book entry form, and
no certificate shall be issued unless the Funds are
permitted to do so by its prospectus and the purchaser so
requests.
(2) On receipt of notice that payment was dishonored, the
Transfer Agent shall stop redemptions of all shares owned by
the purchaser related to that payment, place a stop payment
on any checks that have been issued to redeem shares of the
purchaser and take such other action as it deems
appropriate.
(b) Redemption of Funds Shares. On receipt of instructions to redeem
shares in accordance with the terms of the Fund's prospectus, the
Transfer Agent will record the redemption of shares of the Funds,
prepare and present the necessary report to the Custodian and pay
the proceeds of the redemption to the shareholder, an authorized
agent or legal representative upon the receipt of the monies from
the Custodian.
(c) Transfer or Other Change Pertaining to Fund Shares. On receipt of
instructions or forms acceptable to the Transfer Agent to
transfer the shares to the name of a new owner, change the name
or address of the present owner or take other legal action, the
Transfer Agent will take such action as is requested.
(d) Exchange of Fund Shares. On receipt of instructions to exchange
the shares of the Funds for the shares of another American
Express(R) Fund or other American Express Financial Corporation
product in accordance with the terms of the prospectus, the
Transfer Agent will process the exchange in the same manner as a
redemption and sale of shares.
(e) Right to Seek Assurance. The Transfer Agent may refuse to
transfer, exchange or redeem shares of the Funds or take any
action requested by a shareholder until it is satisfied that the
requested transaction or action is legally authorized or until it
is satisfied there is no basis for any claims adverse to the
transaction or action. It may rely on the provisions of the
Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code. The Corporation shall
indemnify the Transfer Agent for any act done or omitted to be
done in reliance on such laws or for refusing to transfer,
exchange or redeem shares or taking any requested action if it
acts on a good faith belief that the transaction or action is
illegal or unauthorized.
(f) Shareholder Records, Reports and Services.
(1) The Transfer Agent shall maintain all shareholder accounts,
which shall contain all required tax, legally imposed and
regulatory information; shall provide shareholders, and file
with federal and state agencies, all required tax and other
reports pertaining to shareholder accounts; shall prepare
shareholder mailing lists; shall cause to be printed and
mailed all required prospectuses, annual reports, semiannual
reports, statements of additional information (upon
request), proxies and other mailings to shareholders; and
shall cause proxies to be tabulated.
(2) The Transfer Agent shall respond to all valid inquiries
related to its duties under this Agreement.
(3) The Transfer Agent shall create and maintain all records in
accordance with all applicable laws, rules and regulations,
including, but not limited to, the records required by
Section 31(a) of the Investment Company Act of 1940.
(g) Dividends and Distributions. The Transfer Agent shall prepare
and present the necessary report to the Custodian and shall
cause to be prepared and transmitted the payment of income
dividends and capital gains distributions or cause to be
recorded the investment of such dividends and distributions in
additional shares of the Funds or as directed by instructions
or forms acceptable to the Transfer Agent.
(h) Confirmations and Statements. The Transfer Agent shall confirm
each transaction either at the time of the transaction or
through periodic reports as may be legally permitted.
(i) Lost or Stolen Checks. The Transfer Agent will replace lost or
stolen checks issued to shareholders upon receipt of proper
notification and will maintain any stop payment orders against
the lost or stolen checks as it is economically desirable to
do.
(j) Reports to Company. The Transfer Agent will provide reports
pertaining to the services provided under this Agreement as
the Corporation may request to ascertain the quality and level
of services being provided or as required by law.
(k) Other Duties. The Transfer Agent may perform other duties for
additional compensation if agreed to in writing by the parties
to this Agreement.
6. Ownership and Confidentiality of Records.
(a) General. The Transfer Agent agrees that all records prepared or
maintained by it relating to the services to be performed by it under
the terms of this Agreement are the property of the Corporation and may
be inspected by the Corporation or any person retained by the
Corporation at reasonable times. The Corporation and Transfer Agent
agree to protect the confidentiality of those records.
(b) Regulation S-P.
1) In accordance with Regulation S-P of the Securities and
Exchange Commission "Nonpublic Personal Information"
includes (1) all personally identifiable financial
information; (2) any list, description, or other grouping of
consumers (and publicly available information pertaining to
them) that is derived using any personally identifiable
financial information that is not publicly available
information; and (3) any information derived therefrom.
2) The Transfer Agent must not use or disclose Nonpublic Personal
Information for any purpose other than to carry out the purpose
for which Nonpublic Personal Information was provided to the
Transfer Agent as set forth in this Agreement, and agrees to
cause the Transfer Agent, and its employees, agents,
representatives, or any other party to whom the Transfer Agent
may provide access to or disclose Nonpublic Personal Information
to limit the use and disclosure of Nonpublic Personal Information
to that purpose.
3) The Transfer Agent agrees to implement appropriate measures
designed to ensure the security and confidentiality of Nonpublic
Personal Information, to protect such information against any
anticipated threats or hazards to the security or integrity of
such information, and to protect against unauthorized access to,
or use of, Nonpublic Personal Information that could result in
substantial harm or inconvenience to any customer of the Funds;
the Transfer Agent further agrees to cause all its agents,
representatives, subcontractors, or any other party to whom the
Transfer Agent may provide access to, or disclose, Nonpublic
Personal Information to implement appropriate measures designed
to meet the objectives set forth in this paragraph.
4) With respect only to the provisions of this Section 6(b), the
Transfer Agent agrees to indemnify and hold harmless the
Corporation and/or the Funds, and any officer or director of the
Corporation, against losses, claims, damages, expenses, or
liabilities to which the Corporation and/or the Funds, or any
officer or director of the Corporation, may become subject as the
result of (1) a material breach of the provisions of this section
of the Agreement or (2) any acts or omissions of the Transfer
Agent, or of any of its officers, directors, employees, or
agents, that are not in substantial accordance with this
Agreement, including, but not limited to, any violation of any
federal statute or regulation. Notwithstanding the foregoing, no
party shall be entitled to indemnification pursuant to this
Section 6(b)(4) if such loss, claim, damage, expense, or
liability is due to the willful misfeasance, bad faith, gross
negligence, or reckless disregard of duty by the party seeking
indemnification.
7. Action by Board and Opinion of Counsel. The Transfer Agent may rely on
resolutions of the Board of Directors (the "Board") or the Executive
Committee of the Board and on opinion of counsel for the Corporation.
8. Duty of Care. It is understood and agreed that, in furnishing the
Funds with the services as herein provided, neither the Transfer
Agent, nor any officer, director or agent thereof shall be held liable
for any loss arising out of or in connection with their actions under
this Agreement so long as they act in good faith and with due
diligence, and are not negligent or guilty of any willful misconduct.
It is further understood and agreed that the Transfer Agent may rely
upon information furnished to it reasonably believed to be accurate
and reliable. In the event the Transfer Agent is unable to perform its
obligations under the terms of this Agreement because of an act of
God, strike or equipment or transmission failure reasonably beyond its
control, the Transfer Agent shall not be liable for any damages
resulting from such failure.
9. Term and Termination. This Agreement shall become effective on the
date first set forth above and shall continue in effect from year to
year thereafter as the parties may mutually agree; provided that
either party may terminate this Agreement by giving the other party
notice in writing specifying the date of such termination, which shall
be not less than 60 days after the date of receipt of such notice. In
the event such notice is given by the Corporation, it shall be
accompanied by a vote of the Board, certified by the Secretary,
electing to terminate this Agreement and designating a successor
transfer agent or transfer agents. Upon such termination and at the
expense of the Corporation, the Transfer Agent will deliver to such
successor a certified list of shareholders of the Funds (with name,
address and taxpayer identification or Social Security number), a
historical record of the account of each shareholder and the status
thereof, and all other relevant books, records, correspondence, and
other data established or maintained by the Transfer Agent under this
Agreement in the form reasonably acceptable to the Corporation, and
will cooperate in the transfer of such duties and responsibilities,
including provisions for assistance from the Transfer Agent's
personnel in the establishment of books, records and other data by
such successor or successors.
10. Amendment. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties.
11. Subcontracting. The Corporation agrees that the Transfer Agent may
subcontract for certain of the services described under this Agreement
with the understanding that there shall be no diminution in the
quality or level of the services and that the Transfer Agent remains
fully responsible for the services. Except for out-of-pocket expenses
identified in Schedule B, the Transfer Agent shall bear the cost of
subcontracting such services, unless otherwise agreed by the parties.
12. Miscellaneous.
(a) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable
without the written consent of the other party.
(b) This Agreement shall be governed by the laws of the State of
Minnesota.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers as of the day and year written above.
AXP PARTNERS SERIES, INC.
AXP Partners Aggressive Growth Fund
AXP Partners Growth Fund
AXP Partners U.S. Core Fund
By: /s/ Xxxxxx X. Xxx
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Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS CLIENT SERVICE CORPORATION
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Senior Vice President
Schedule A
AXP PARTNERS SERIES, INC.
AXP Partners Aggressive Growth Fund
AXP Partners Growth Fund
AXP Partners U.S. Core Fund
FEE
The annual per account fee for services under this agreement, accrued daily and
payable monthly, is as follows:
Class A Class B Class C Class Y
------- ------- ------- -------
$19.00 $20.00 $19.50 $17.00
Schedule B
OUT-OF-POCKET EXPENSES
The Corporation shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:
o typesetting, printing, paper, envelopes, postage and return postage for
proxy soliciting material, and proxy tabulation costs
o printing, paper, envelopes and postage for dividend notices, dividend
checks, records of account, purchase confirmations, exchange
confirmations and exchange prospectuses, redemption confirmations,
redemption checks, confirmations on changes of address and any other
communication required to be sent to shareholders
o typesetting, printing, paper, envelopes and postage for prospectuses,
annual and semiannual reports, statements of additional information,
supplements for prospectuses and statements of additional information
and other required mailings to shareholders
o stop orders
o outgoing wire charges
o other expenses incurred at the request or with the consent of the
Corporation
