TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of March 20, 1995, between IDS Money Market Series, Inc. (the
"Corporation"), a Minnesota corporation, on behalf of its underlying series
fund, and American Express Financial Corporation (the "Transfer Agent"), a
Delaware
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 its shares and as shareholder servicing
agent for the Corporation, and the Transfer Agent accepts such appointment and
agrees to perform the duties set forth below.
2. Compensation. 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.
The Transfer Agent will xxxx the Corporation monthly. The fee provided for
hereunder shall be paid in cash by the Corporation to American Express Financial
Corporation within five (5) business
days after the last day of each month.
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.
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 prospectus, 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 Corporation 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 prospectus. All shares shall be held in book entry form
and no certificate shall be issued unless the Corporation 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 Corporation Shares. On receipt of instructions to redeem
shares in accordance with the terms of the Corporation's prospectus, the
Transfer Agent will record the redemption of shares of the Corporation, 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 Corporation 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 Corporation Shares. On receipt of instructions to exchange the
shares of the Corporation for the shares of another fund in the IDS MUTUAL FUND
GROUP 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 Corporation 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 Corporation 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 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. 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.
7. Action by Board and Opinion of Corporation's Counsel. The
Transfer Agent may rely on resolutions of the Board of Directors or
the Executive Committee of the Board of Directors and on opinion of
counsel for the Corporation.
8. Duty of Care. It is understood and agreed that, in furnishing the Corporation
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 (the "Effective Date") 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 of Directors,
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 Corporation (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.
IDS MONEY MARKET SERIES, INC.
IDS Cash Management Fund
By: /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Vice President
Schedule A
IDS MONEY MARKET SERIES, INC.
TRANSFER AGENT FEE
Effective the 20th day of March, 1995, the Annual Per Account Fee
accrued daily and payable monthly is revised as follows:
CLASS FEE
A $ 00
X 00
X 00
Xxxxxxxx X
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
