TRANSFER AGENCY AGREEMENT
This Agreement, dated as of May 1, 2003, is between AXP Discovery Series, Inc.
(the "Corporation"), a Minnesota corporation, on behalf of its underlying series
AXP Discovery Fund (the "Fund"), 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 Fund, 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
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 Fund is permitted
to do so by the 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 Fund 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 Fund,
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 Fund 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
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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 Fund 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 Fund 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
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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 Corporation. 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
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harm or inconvenience to any customer of the Fund; 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 Fund, and any officer or director of
the Corporation, against losses, claims, damages, expenses,
or liabilities to which the Corporation and/or the Fund, 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 Fund 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
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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 Fund (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 DISCOVERY SERIES, INC.
AXP Discovery Fund
By: /s/ Xxxxxx X. Xxx
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Xxxxxx X. Xxx
Vice President
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AMERICAN EXPRESS CLIENT SERVICE CORPORATION
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Senior Vice President
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Schedule A
AXP DISCOVERY SERIES, INC.
AXP Discovery 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
------- ------- ------- -------
$19.50 $20.50 $20.00 $17.50
For purposes of this agreement, accounts that are part of a 529 college savings
plan offering American Express Funds will be charged at a rate that is 50% of
the rate shown above.
In addition, there is an annual closed-account fee of $5.00 per inactive
account, charged on a pro rata basis from the date the account becomes inactive
until the date the account is purged from the transfer agent system.
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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 National Securities Clearing Corporation charges related to fund
transactions
o other expenses incurred at the request or with the consent of the
Corporation
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