AXP EQUITY SELECT FUND INC
485BPOS, EX-99.(H)(6), 2000-06-09
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                            TRANSFER AGENCY AGREEMENT

AGREEMENT  dated as of March 9, 2000  between AXP Equity  Select  Fund,  Inc., a
Minnesota  corporation,  (the "Company" or "Fund"),  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 bill  the  Company
         separately.

         The Transfer Agent will bill 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  bill 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.

<PAGE>

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) 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  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.

<PAGE>

         (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 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 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.  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.

<PAGE>

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.

<PAGE>

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 EQUITY SELECT FUND, INC.




By:  /s/ Leslie L. Ogg
         Leslie L. Ogg
         Vice President


AMERICAN EXPRESS CLIENT SERVICE CORPORATION


By:  /s/ Barry J. Murphy
         Barry J. Murphy
         President



<PAGE>


Schedule A


                          AXP EQUITY SELECT FUND, 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
                          $19.00  $20.00  $19.50  $17.00




<PAGE>

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





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