TRANSFER AGENCY AND ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated as of May 13, 1996, between Growth Trust, a Massachusetts
business trust, (the "Trust"), on behalf of its underlying series portfolios,
and American Express Financial Corporation (the "Transfer Agent"), a Delaware
corporation.
In consideration of the mutual promises set forth below, the Trust and the
Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Trust hereby appoints the Transfer
Agent, as transfer agent for its units and as administrator for the Trust, and
the Transfer Agent accepts such appointment and agrees to perform the duties set
forth below.
2. Compensation. The Trust 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 ▇▇▇▇ the Trust separately.
The Transfer Agent will ▇▇▇▇ the Trust annually. The fee provided for hereunder
shall be paid in cash by the Trust to the Transfer Agent within five (5)
business days after the last day of each calendar year.
Out-of-pocket disbursements shall include, but shall not be limited to, the
items specified in Schedule B. Reimbursement by the Trust for expenses incurred
by the Transfer Agent in any month shall be made as soon as practicable after
the receipt of an itemized ▇▇▇▇ 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 Trust 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 Trust and the Transfer Agent.
(a) The Trust represents to the Transfer Agent that all outstanding units are
validly issued, fully paid and non-assessable by the Trust. When units are
hereafter issued in accordance with the terms of the Trust's Declaration of
Trust and its Registration Statement, such units shall be validly issued, fully
paid and non- assessable by the Trust.
(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 Trust Units.
(1) On receipt of payment, wired instructions and payment, or payment identified
as being for the account of a unitholder, the Transfer Agent will deposit the
payment, prepare and present the necessary report to the Custodian and record
the purchase of units in a timely fashion in accordance with the terms of the
prospectus. All units shall be held in book entry form and no certificate shall
be issued unless the Trust 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 units owned by the purchaser related to that payment and
take such other action as it deems appropriate.
(b) Redemption of Trust Units. On receipt of instructions to redeem units in
accordance with the terms of the Trust's Registration Statement, the Transfer
Agent will record the redemption of units of the Trust, prepare and present the
necessary report to the Custodian and pay the proceeds of the redemption to the
unitholder, an authorized agent or legal representative upon the receipt of the
monies from the Custodian.
(c) Transfer or Other Change Pertaining to Trust Units. On receipt of
instructions or forms acceptable to the Transfer Agent to transfer the units 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) Right to Seek Assurance. The Transfer Agent may refuse to transfer, exchange
or redeem units of the Trust or take any action requested by a unitholder 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 Trust 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
units or taking any requested action if it acts on a good faith belief that the
transaction or action is illegal or unauthorized.
(e) Unitholder Records, Reports and Services.
(1) The Transfer Agent shall maintain all unitholder accounts, which shall
contain all required tax, legally imposed and regulatory information; shall
provide unitholders, and file with federal and state agencies, all required tax
and other reports pertaining to unitholder accounts; shall prepare unitholder
mailing lists; shall cause to be delivered all required prospectuses, annual
reports, semiannual reports, statements of additional information (upon
request), proxies and other mailings to unitholders; 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.
(f) 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 units
of the Trust or as directed by instructions or forms acceptable to the Transfer
Agent.
(g) Confirmations and Statements. The Transfer Agent shall confirm each
transaction through periodic reports as may be legally permitted.
(h) Reports to the Trust. The Transfer Agent will provide reports pertaining to
the services provided under this Agreement as the Trust may request to ascertain
the quality and level of services being provided or as required by law.
(i) Administrative Services. The Transfer Agent will provide all administrative,
accounting, clerical, statistical, correspondence, corporate and all other
services of whatever nature required in connection with the administration of
the Trust.
(j) 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 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 Trust and may be inspected by the
Trust or any person retained by the Trust at reasonable times.
7. Action by Board of Trustees (the "Board") and Opinion of the Trust's 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 Trust.
8. Duty of Care. It is understood and agreed that, in furnishing the Trust with
the services as herein provided, neither the Transfer Agent, nor any officer,
trustee 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 Trust, 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 Trust, the Transfer Agent will deliver to such successor a certified list of
unitholders of the Trust (with name, address and taxpayer identification or
Social Security number), a historical record of the account of each unitholder
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 Trust, 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 Trust 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. Limitations of Liability of the Trustees and Unitholders of Trust
A copy of the Declaration of Trust, dated October 2, 1995, 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 have
been authorized by the Trustees and the Agreement has been signed by an
authorized officer of the Trust. It is expressly agreed that the obligations of
the Trust under this Agreement shall not be binding upon any of the Trustees,
unitholders, nominees, officers, agents or employees of the Trust, personally,
but bind only the assets and property of the Trust, as provided in the
Declaration of Trust.
13. 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.
GROWTH TRUST
Growth Portfolio
Growth Trends Portfolio
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
Schedule A
GROWTH TRUST
FEE
Effective the 13th day of May, 1996 the annual fee for services under
this agreement is $1 per year for each Portfolio.
Schedule B
OUT-OF-POCKET EXPENSES
The Trust 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 unitholders
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 unitholders
o stop orders
o outgoing wire charges
o other expenses incurred at the request or with the consent of the Trust.