TRANSFER AGENCY AGREEMENT
This Transfer Agency Agreement, effective as of October 1, 2005 ("Agreement"),
is by and between RiverSource Service Corporation ("Transfer Agent"), a
Minnesota corporation, and each of the Corporations and Trusts listed in
Schedule A, each on behalf of their underlying series. The terms "Fund" or
"Funds" are used to refer to either the Corporation or Trust or the underlying
series as context requires.
In consideration of the mutual promises set forth below, the Fund and the
Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Fund hereby appoints the Transfer
Agent, as transfer agent for its shares ("shares") 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 Fund will compensate the Transfer Agent for the performance of
its obligations as set forth in Schedule B. Schedule B does not
include out-of-pocket disbursements of the Transfer Agent for
which the Transfer Agent shall be entitled to xxxx the Fund
separately.
(b) The Transfer Agent will xxxx the Fund at the end of each period,
as described in Schedule B. The fee provided for hereunder shall
be paid in cash by the Fund to the Transfer Agent within five (5)
business days after the last day of each period.
(c) Out-of-pocket disbursements shall include, but shall not be
limited to, the items specified in Schedule C. Reimbursement by
the Fund 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 B,
dated and signed by an officer of the parties.
3. Documents. The Fund 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 Fund and the Transfer Agent.
(a) The Fund represents to the Transfer Agent that all outstanding
shares are validly issued, fully paid and non-assessable by the
Fund.
(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, or authorized
designees ("Subcontractors") 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 ("shareholder"), the
Transfer Agent will deposit the payment, prepare and
present the necessary report to the company selected by the
Boards of Directors/Trustees of the Fund ("Board") for the
safekeeping of the Fund's assets (the "Custodian") and
record the purchase of shares in a timely fashion in
accordance with the terms of a Fund's prospectus. All
shares shall be held in book entry form, and no certificate
shall be issued except as has been previously issued.
(2) On receipt of notice that payment was dishonored, the
Transfer Agent shall stop redemptions of all shares owned
by the shareholder related to that payment, place a stop
payment on any checks that have been issued to redeem
shares of the shareholder, cancel such shares for which
payment was dishonored 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 a 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 a Fund for the shares of another Fund or other
affiliated 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 Fund 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
delivered all required prospectuses, annual reports,
semiannual reports, statements of additional information
(upon request), proxies and other communications 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, as
amended.
(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 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 Fund. The Transfer Agent will provide reports
pertaining to the services provided under this Agreement as the
Fund may request to ascertain the quality and level of services
being provided or as required by law.
(k) Market Timing. The Transfer Agent will assist other Fund service
providers as necessary in the implementation of the Fund's market
timing policy adopted by the Board, as set forth in the Fund's
prospectus.
(l) Money Laundering Prevention Program. The Transfer Agent agrees to
perform such agreed anti-money laundering ("AML") functions with
respect to purchases of the Funds' shares as the Funds or their
agent may delegate to the Transfer Agent from time to time or as
the Transfer Agent is otherwise obligated to perform. In
accordance with mutually-agreed procedures, the Transfer Agent
shall use its best efforts in carrying out such agreed functions
consistent with the requirements of the Funds' AML program. The
Funds acknowledge that their shareholders (which for this purpose
shall mean only shareholders of record) are customers of the Funds
and not customers of the Transfer Agent and the Funds retain legal
responsibility under the USA PATRIOT Act for AML compliance with
respect to transactions in their shares. The Transfer Agent agrees
to cooperate with any request from examiners of United States
Government agencies having jurisdiction over the Funds for
information and records relating to the Funds' AML program and
consents to inspection by such examiners for this purpose.
(m) 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 Fund and
may be inspected by the Fund or any person retained by the Fund at
reasonable times. The Fund 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 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 Fund and any officer or director/trustee of the Board
("Board member"), against losses, claims, damages,
expenses, or liabilities to which the Fund, or any officer
or Board member of the Fund, 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, representatives, Subcontractors or agents, that
are not in 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 or the Executive Committee of the Board and on
opinion of counsel for the Fund.
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 continue in effect from year
to year 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 Fund, 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 Fund, the Transfer Agent will
promptly 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 Fund,
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 the parties.
11. Subcontractors. The Fund agrees that the Transfer Agent may subcontract
for services described under this Agreement with the understanding that
there shall be no diminution in the quality or level of the services as
determined by the Fund and that the Transfer Agent remains fully
responsible for the services. Except for out-of-pocket expenses
identified in Schedule C, the Transfer Agent shall bear the cost of
subcontracting such services, unless otherwise agreed by the parties. The
Fund agrees that the Transfer Agent may use revenues from the Agreement
to pay subcontractors for the services they provide.
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.
(c) For each Fund that is organized as a Massachusetts Business Trust,
a copy of the Declaration of Trust, together with all amendments,
is on file in the office of the Secretary of State of the
Commonwealth of Massachusetts. The execution and delivery of this
Agreement has been authorized by the Trustees and the Agreement
has been signed by an authorized officer of the Fund. It is
expressly agreed that the obligations of the Fund under this
Agreement shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Fund,
personally, but bind only the assets and property of the Fund, as
provided in the Declaration of Trust.
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 California Tax-Exempt Trust
AXP Dimensions Series, Inc.
AXP Discovery Series, Inc.
AXP Equity Series, Inc.
AXP Fixed Income Series, Inc.
AXP Global Series, Inc.
AXP Government Income Series, Inc.
AXP Growth Series, Inc.
AXP High Yield Income Series, Inc.
AXP High Yield Tax-Exempt Series, Inc.
AXP Income Series, Inc.
AXP International Series, Inc.
AXP Investment Series, Inc.
AXP Managed Series, Inc.
AXP Market Advantage Series, Inc.
AXP Money Market Series, Inc.
AXP Partners International Series, Inc.
AXP Partners Series, Inc.
AXP Sector Series, Inc.
AXP Selected Series, Inc.
AXP Special Tax-Exempt Series Trust.
AXP Stock Series, Inc.
AXP Strategy Series, Inc.
AXP Tax-Exempt Series, Inc.
AXP Tax-Free Money Series, Inc.
By: /s/ Xxxxxx X. Xxx
-------------------
Xxxxxx X. Xxx
Vice President
RIVERSOURCE SERVICE CORPORATION
By: /s/ Xxx Xxxxxxx-Strong
----------------------------
Xxx Xxxxxxx-Strong
Vice President - Clearing Operations
Schedule A
Funds
The Funds to which this Agreement applies are divided into four categories for
purposes of determining the appropriate fee schedule in Schedule B. The
categories are: equity funds, fixed income funds, money market funds and
non-public funds.
Equity Funds
AXP Dimensions Series, Inc. RiverSource Portfolio Builder Total Equity Fund
RiverSource New Dimensions Fund RiverSource S&P 500 Index Fund
AXP Discovery Series, Inc. RiverSource Small Company Index Fund
RiverSource Discovery Fund AXP Partners International Series, Inc.
AXP Equity Series, Inc. RiverSource International Aggressive Growth Fund
RiverSource Mid Cap Growth Fund RiverSource International Equity Fund
AXP Global Series, Inc. RiverSource International Select Value Fund
RiverSource Emerging Markets Fund RiverSource International Small Cap Fund
RiverSource Global Balanced Fund AXP Partners Series, Inc.
RiverSource Global Equity Fund RiverSource Aggressive Growth Fund
RiverSource Global Technology Fund RiverSource Fundamental Growth Fund
AXP Growth Series, Inc. RiverSource Fundamental Value Fund
RiverSource Disciplined Equity Fund RiverSource Select Value Fund
RiverSource Growth Fund RiverSource Small Cap Equity Fund
RiverSource Large Cap Equity Fund RiverSource Small Cap Value Fund
RiverSource Large Cap Value Fund RiverSource Value Fund
AXP International Series, Inc. AXP Sector Series, Inc.
RiverSource European Equity Fund RiverSource Dividend Opportunity Fund
RiverSource International Opportunity Fund RiverSource Real Estate Fund
AXP Investment Series, Inc. AXP Selected Series, Inc.
RiverSource Balanced Fund RiverSource Precious Metals Fund
RiverSource Diversified Equity Income Fund AXP Stock Series, Inc.
RiverSource Mid Cap Value Fund RiverSource Stock Fund
AXP Managed Series, Inc. AXP Strategy Series, Inc.
RiverSource Strategic Allocation Fund RiverSource Equity Value Fund
AXP Market Advantage Series, Inc. RiverSource Small Cap Advantage Fund
RiverSource Portfolio Builder Aggressive Fund RiverSource Small Cap Growth Fund
RiverSource Portfolio Builder Moderate Aggressive Fund RiverSource Strategy Aggressive Fund
RiverSource Portfolio Builder Moderate Fund
Fixed Income Funds
AXP California Tax-Exempt Trust
RiverSource California Tax-Exempt Fund
AXP Discovery Series, Inc.
RiverSource Core Bond Fund
RiverSource Income Opportunities Fund
RiverSource Inflated Protected Securities Fund
RiverSource Limited Duration Bond Fund
AXP Fixed Income Series, Inc.
RiverSource Diversified Bond Fund
AXP Global Series, Inc.
RiverSource Global Bond Fund
AXP Government Income Series, Inc.
RiverSource Short Duration U.S. Government Fund
RiverSource U.S. Government Mortgage Fund
AXP High Yield Income Series, Inc.
RiverSource High Yield Bond Fund
AXP High Yield Tax-Exempt Series, Inc.
RiverSource Tax-Exempt High Income Fund
AXP Income Series, Inc.
RiverSource Selective Fund
AXP Market Advantage Series, Inc.
RiverSource Portfolio Builder Conservative Fund
RiverSource Portfolio Builder Moderate Conservative Fund
AXP Special Tax-Exempt Series Trust
RiverSource Insured Tax-Exempt Fund
RiverSource Massachusetts Tax-Exempt Fund
RiverSource Michigan Tax-Exempt Fund
RiverSource Minnesota Tax-Exempt Fund
RiverSource New York Tax-Exempt Fund
RiverSource Ohio Tax-Exempt Fund
AXP Tax-Exempt Series, Inc.
RiverSource Intermediate Tax-Exempt Fund
RiverSource Tax-Exempt Bond Fund
Money Market Funds
AXP Money Market Series, Inc.
RiverSource Cash Management Fund
AXP Tax-Free Money Series, Inc.
RiverSource Tax-Exempt Money Market Fund
Non-Public Funds
Growth Trust
Growth Portfolio
Growth Trends Portfolio
Growth and Income Trust
Balanced Portfolio
Equity Portfolio
Equity Income Portfolio
Total Return Portfolio
Income Trust
Government Income Portfolio
High Yield Portfolio
Quality Income Portfolio
Tax-Free Income Trust
Tax-Free High Yield Portfolio
World Trust
Emerging Markets Portfolio
World Growth Portfolio
World Income Portfolio
World Technologies Portfolio
Schedule B
FEE SCHEDULE
Equity Funds
The annual per account fee for services under this Agreement, accrued daily and
payable monthly, for the classes applicable to the Fund, is as follows:
Class A Class B Class C Class D Class E Class I Class Y
------- ------- ------- ------- ------- ------- -------
$19.50 $20.50 $20.00 $19.50 $19.50 $1.00 $17.50
------ ------ ------ ------ ------ ----- ------
Fixed Income Funds
The annual per account fee for services under this Agreement, accrued daily and
payable monthly, for the classes applicable to the Fund is as follows:
Class A Class B Class C Class I Class Y
------- ------- ------- ------- -------
$20.50 $21.50 $21.00 $1.00 $18.50
------ ------ ------ ----- ------
Money Market Funds
The annual per account fee for services under this Agreement, accrued daily and
payable monthly, for the classes applicable to the Fund is as follows:
Class A Class B Class C Class I Class Y
------- ------- ------- ------- -------
$22.00 $23.00 $22.50 $1.00 $20.00
------ ------ ------ ----- ------
Non-Public Funds
The annual fee for services under this Agreement, payable annually, is $1 per
year for each Fund.
For all Funds:
(1) For all share classes, 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.
(2) 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.
Schedule C
OUT-OF-POCKET EXPENSES
The Fund 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 Fund
Schedule D
ADMINISTRATIVE SERVICES
Pursuant to Section 5(k) of the Agreement, the Transfer Agent, either directly
or through affiliates, agrees to provide, without additional cost, all
administrative, accounting, treasury, and other services of whatever nature
required in connection with the administration of the following Funds:
Non-Public Funds
Growth Trust
Growth Portfolio
Growth Trends Portfolio
Growth and Income Trust
Balanced Portfolio
Equity Portfolio
Equity Income Portfolio
Total Return Portfolio
Income Trust
Government Income Portfolio
High Yield Portfolio
Quality Income Portfolio
Tax-Free Income Trust
Tax-Free High Yield Portfolio
World Trust
Emerging Markets Portfolio
World Growth Portfolio
World Income Portfolio
World Technologies Portfolio
