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TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of March 20, 1995, between IDS Investment
Series, Inc. (the "Corporation"), a Minnesota corporation, on
behalf of its underlying series funds, 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.
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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.
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(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.
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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.
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(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 INVESTMENT SERIES, INC.
IDS Diversified Equity Income Fund
IDS Mutual
By: /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President
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Schedule A
IDS INVESTMENT 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 $ 15
B 16
Y 15
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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 other expenses incurred at the request or with the consent of the
Corporation
