TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of May 10, 2001 between AXP Partners Series, Inc., a
Minnesota corporation, (the "Company") on behalf of its underlying series funds,
AXP Partners Fundamental Value Fund, AXP Partners Value Fund and AXP Partners
Small Cap Value (individually a "Fund" and collectively the "Funds"); and
American Express Client Service Corporation (the "Transfer Agent"), a Minnesota
corporation.
In consideration of the mutual promises set forth below, the Company and the
Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Company hereby appoints the
Transfer Agent, as transfer agent for its shares and as shareholder
servicing agent for the Company, and the Transfer Agent accepts such
appointment and agrees to perform the duties set forth below.
2. Compensation. The Company 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 Company
separately.
The Transfer Agent will xxxx the Company monthly. The fee provided for
hereunder shall be paid in cash by the Company to the Transfer Agent
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 Company 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 Company 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 Company and the Transfer Agent.
(a) The Company represents to the Transfer Agent that all
outstanding shares are validly issued, fully paid and
non-assessable by the Company. When shares are hereafter
issued in accordance with the terms of the Company's Articles
of Incorporation and its By-laws, such shares shall be validly
issued, fully paid and non-assessable by the Company.
(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 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 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) FUNDS 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 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 Company 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 Company 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 Company and may be inspected by the Company or any person
retained by the Company at reasonable times. The Company 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 Company; 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 Company, and any officer or director of
the Company, against losses, claims, damages,
expenses, or liabilities to which the Company, or any
officer or director of the Company, 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 Company.
8. Duty of Care. It is understood and agreed that, in furnishing the
Company 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 Company, 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 Company, 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 Company, 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 Company 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 Fundamental Value Fund
AXP Partners Value Fund
AXP Partners Small Cap Value Fund
By: /s/ Xxxxxx X. Xxx
-----------------
Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS CLIENT SERVICE CORPORATION
By: /s/ Xxxxxxx Xxxxx
-----------------
Xxxxxxx Xxxxx
Vice President
Schedule A
AXP PARTNERS SERIES, INC.
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
AXP Partners Fundamental Value Fund $19.00 $20.00 $19.50 $17.00
AXP Partners Value Fund $19.00 $20.00 $19.50 $17.00
AXP Partners Small Cap Value Fund $19.00 $20.00 $19.50 $17.00
Until May 31, 2002, the Transfer Agent has agreed to waive certain fees and to
absorb certain fund expenses under this Agreement. If, at the end of any month,
the fees and expenses of the Fund's respective Class A shares exceed:
o 1.35% for Fundamental Value Fund,
o 1.35% for Value Fund, or
o 1.60% for Small Cap Value Fund
the respective Fund shall not pay fees and expenses under this Agreement to the
extent necessary to keep the Fund's expense ratio from exceeding the limitation.
In any month that the fees and expenses of Class A shares exceed this limitation
all fees and expenses in excess of that limit will be returned to that Fund. Any
fee waiver or elimination of expenses will apply to each class on a pro rata
basis.
Schedule B
OUT-OF-POCKET EXPENSES
The Company 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 Company
