TRANSFER AGENCY AGREEMENT
This Agreement, dated as of July 11, 2002, is between AXP(R) Partners
International Series, Inc., a Minnesota corporation, (the "Corporation") on
behalf of its underlying series AXP(R) Partners International Core Fund and
AXP(R) Partners International Small Cap 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 INTERNATIONAL SERIES, INC.
AXP Partners International Core Fund
AXP Partners International Small Cap 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 INTERNATIONAL SERIES, INC.
AXP Partners International Core Fund
AXP Partners International Small Cap 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
