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CUSTODIAN AGREEMENT
THIS CUSTODIAN AGREEMENT dated November 13, 1996, between IDS
Global Series, Inc., a Minnesota corporation, (the "Corporation"),
on behalf of its underlying series funds: IDS Emerging Markets
Fund, IDS Global Balanced Fund and IDS Innovations Fund
(individually a "Fund" and collectively the "Funds"); and American
Express Trust Company, a corporation organized under the laws of
the State of Minnesota with its principal place of business at
Minneapolis, Minnesota (the "Custodian").
WHEREAS, the Corporation desires that the Funds' securities and
cash be hereafter held and administered by Custodian pursuant to
the terms of this agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein
made, the Corporation and the Custodian agree as follows:
Section 1. Definitions
The word "securities" as used herein shall be construed to include,
without being limited to, shares, stocks, treasury stocks,
including any stocks of this Corporation, notes, bonds, debentures,
evidences of indebtedness, options to buy or sell stocks or stock
indexes, certificates of interest or participation in any profit-
sharing agreements, collateral trust certificates, preorganization
certificates or subscriptions, transferable shares, investment
contracts, voting trust certificates, certificates of deposit for a
security, fractional or undivided interests in oil, gas or other
mineral rights, or any certificates of interest or participation
in, temporary or interim certificates for, receipts for, guarantees
of, or warrants or rights to subscribe to or purchase any of the
foregoing, acceptances and other obligations and any evidence of
any right or interest in or to any cash, property or assets and any
interest or instrument commonly known as a security. In addition,
for the purpose of this Custodian Agreement, the word "securities"
also shall include other instruments in which the Funds may invest
including currency forward contracts and commodities such as
interest rate or index futures contracts, margin deposits on such
contracts or options on such contracts.
The words "custodian order" shall mean a request or direction,
including a computer printout, directed to the Custodian and signed
in the name of the Corporation by any two individuals designated in
the current certified list referred to in Section 2.
The word "facsimile" shall mean an exact copy or likeness which is
electronically transmitted for instant reproduction.
Section 2. Names, Titles and Signatures of Authorized Persons
The Corporation will certify to the Custodian the names and
signatures of its present officers and other designated persons
authorized on behalf of the Corporation to direct the Custodian by
custodian order as defined herein. The Corporation agrees that
whenever any change occurs in this list it will file with the
Custodian a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Corporation as having been duly adopted
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by the Board of Directors or the Executive Committee of the Board
of Directors of the Corporation designating those persons currently
authorized on behalf of the Corporation to direct the Custodian by
custodian order and upon such filing (to be accompanied by the
filing of specimen signatures of the designated persons) the
persons so designated in said resolution shall constitute the
current certified list. The Custodian is authorized to rely and
act upon the names and signatures of the individuals as they appear
in the most recent certified list from the Corporation which has
been delivered to the Custodian as herein above provided.
Section 3. Use of Subcustodians
The Custodian may make arrangements, where appropriate, and as
approved by the Corporation, with other national banks having not
less than two million dollars aggregate capital, surplus and
undivided profits for the custody of securities. Any such bank
selected by the Custodian to act as subcustodian shall be deemed to
be the agent of the Custodian.
The Custodian also may enter into arrangements for the custody of
securities entrusted to its care through foreign branches of United
States banks; through foreign banks, banking institutions or trust
companies; through foreign subsidiaries of United States banks or
bank holding companies, or through foreign securities depositories
or clearing agencies (hereinafter also called, collectively, the
"Foreign Subcustodian" or indirectly through an agent, established
under the first paragraph of this section, if and to the extent
permitted by Section 17(f) of the Investment Company Act of 1940
and the rules promulgated by the Securities and Exchange Commission
thereunder, any order issued by the Securities and Exchange
Commission, or any "no-action" letter received from the staff of
the Securities and Exchange Commission. To the extent the existing
provisions of the Custodian Agreement are consistent with the
requirements of such Section, rules, order or no-action letter,
they shall apply to all such foreign custodianships. To the extent
such provisions are inconsistent with or additional requirements
are established by such Section, rules, order or no-action letter,
the requirements of such Section, rules, order or no-action letter
will prevail and the parties will adhere to such requirements;
provided, however, in the absence of notification from the
Corporation of any changes or additions to such requirements, the
Custodian shall have no duty or responsibility to inquire as to any
such changes or additions.
Section 4. Receipt and Disbursement of Money
(1) The Custodian shall open and maintain a separate account or
accounts in the name of each Fund or cause its agent to open and
maintain such account or accounts subject only to checks, drafts or
directives by the Custodian pursuant to the terms of this
agreement. The Custodian or its agent shall hold in such account
or accounts, subject to the provisions hereof, all cash received by
it from or for the account of each Fund. The Custodian or its
agent shall make payments of cash to or for the account of each
Fund from such cash only:
(a) for the purchase of securities for the respective Fund upon
the receipt of such securities by the Custodian or its agent;
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(b) for the purchase or redemption of the Funds' Common Stock;
(c) for the payment of interest, dividends, taxes, management
fees, or operating expenses (including, without limitation
thereto, fees for legal, accounting and auditing services);
(d) for payment of distribution fees, commissions or redemption
fees, if any;
(e) for payments in connection with the conversion, exchange or
surrender of securities owned or subscribed to by the
respective Fund held by or to be delivered to the Custodian;
(f) for payments in connection with the return of securities
loaned by the respective Fund upon receipt of such securities
or the reduction of collateral upon receipt of proper notice;
(g) for payments for other proper corporate purposes; or
(h) upon the termination of this agreement.
Before making any such payment for the purposes permitted under the
terms of items (a), (b), (c), (d), (e), (f) or (g) of paragraph (1)
of this section, the Custodian shall receive and may rely upon a
custodian order directing such payment and stating that the payment
is for such a purpose permitted under these items (a), (b), (c),
(d), (e), (f) or (g) and that in respect to item (g), a copy of a
resolution of the Board of Directors or of the Executive Committee
of the Board of Directors of the Corporation signed by an officer
of the Corporation and certified by its Secretary or an Assistant
Secretary, specifying the amount of such payment, setting forth the
purpose to be a proper corporate purpose, and naming the person or
persons to whom such payment is made. Notwithstanding the above,
for the purposes permitted under items (a) or (f) of paragraph (1)
of this section, the Custodian may rely upon a facsimile order.
(2) The Custodian is hereby appointed the attorney-in-fact of the
Corporation to endorse and collect all checks, drafts or other
orders for the payment of money received by the Custodian for the
account of the Funds and drawn on or to the order of the Funds and
to deposit same to the account of the Funds pursuant to this
agreement.
Section 5. Receipt of Securities
Except as permitted by the second paragraph of this section, the
Custodian or its agent shall hold in a separate account or
accounts, and physically segregated at all times from those of any
other persons, firms or corporations, pursuant to the provisions
hereof, all securities received by it for the account of the Funds.
The Custodian shall record and maintain a record of all certificate
numbers. Securities so received shall be held in the name of the
respective Fund, in the name of an exclusive nominee duly appointed
by the Custodian or in bearer form, as appropriate.
Subject to such rules, regulations or guidelines as the United
States Securities and Exchange Commission may adopt, the Custodian
may deposit all or any part of the securities owned by the Funds in
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a securities depository which includes any system for the central
handling of securities established by a national securities
exchange or a national securities association registered with the
Securities and Exchange Commission under the Securities Exchange
Act of 1934, or such other person as may be permitted by the
Commission, pursuant to which system all securities of any
particular class or series of any issuer deposited within the
system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities.
All securities are to be held or disposed of by the Custodian for,
and subject at all times to the instructions of, the Corporation
pursuant to the terms of this agreement. The Custodian shall have
no power or authority to assign, hypothecate, pledge or otherwise
dispose of any such securities, except pursuant to the directive of
the Corporation and only for the account of the Funds as set forth
in Section 6 of this agreement.
Section 6. Transfer Exchange, Delivery, etc. of Securities
The Custodian shall have sole power to release or deliver any
securities of the respective Fund held by it pursuant to this
agreement. The Custodian agrees to transfer, exchange or deliver
securities held by it or its agent hereunder only:
(a) for sales of such securities for the account of a Fund, upon
receipt of payment therefor;
(b) when such securities are called, redeemed, retired or
otherwise become payable;
(c) for examination upon the sale of any such securities in
accordance with "street delivery" custom which would include
delivery against interim receipts or other proper delivery
receipts;
(d) in exchange for or upon conversion into other securities
alone or other securities and cash whether pursuant to any
plan of merger, consolidation, reorganization,
recapitalization or readjustment, or otherwise;
(e) for the purpose of exchanging interim receipts or temporary
certificates for permanent certificates;
(f) upon conversion of such securities pursuant to their terms
into other securities;
(g) upon exercise of subscription, purchase or other similar
rights represented by such securities;
(h) for loans of such securities by the Funds on receipt of
collateral; or
(i) for other proper corporate purposes.
As to any deliveries made by the Custodian pursuant to items (a),
(b), (c), (d), (e), (f), (g) and (h), securities or cash received
in exchange therefore shall be delivered to the Custodian, its
agent, or to a securities depository. Before making any such
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transfer, exchange or delivery, the Custodian shall receive a
custodian order or a facsimile from the Corporation requesting such
transfer, exchange or delivery and stating that it is for a purpose
permitted under Section 6 (whenever a facsimile is utilized, the
Corporation will also deliver an original signed custodian order)
and, in respect to item (i), a copy of a resolution of the Board of
Directors or of the Executive Committee of the Board of Directors
of the Corporation signed by an officer of the Corporation and
certified by its Secretary or an Assistant Secretary, specifying
the securities, setting forth the purpose for which such payment,
transfer, exchange or delivery is to be made, declaring such
purpose to be a proper corporate purpose, and naming the person or
persons to whom such transfer, exchange or delivery of such
securities shall be made.
Section 7. Custodian's Acts Without Instructions
Unless and until the Custodian receives a contrary custodian order
from the Corporation, the Custodian shall or shall cause its agent
to:
(a) present for payment all coupons and other income items held
by the Custodian or its agent for the account of one of the
Funds which call for payment upon presentation and hold all
cash received by it upon such payment for the account of the
respective Fund;
(b) present for payment all securities held by it or its agent
which mature or when called, redeemed, retired or otherwise
become payable;
(c) ascertain all stock dividends, rights and similar securities
to be issued with respect to any securities held by the
Custodian or its agent hereunder, and to collect and hold for
the account of the respective Fund all such securities; and
(d) ascertain all interest and cash dividends to be paid to
security holders with respect to any securities held by the
Custodian or its agent, and to collect and hold such interest
and cash dividends for the account of the respective Fund.
Section 8. Voting and Other Action
Neither the Custodian nor any nominee of the Custodian shall vote
any of the securities held hereunder by or for the account of the
Funds. The Custodian shall promptly deliver to the Corporation all
notices, proxies and proxy soliciting materials with relation to
such securities, such proxies to be executed by the registered
holder of such securities (if registered otherwise than in the name
of the Corporation), but without indicating the manner in which
such proxies are to be voted.
Custodian shall transmit promptly to the Corporation all written
information (including, without limitation, pendency of calls and
maturities of securities and expirations of rights in connection
therewith) received by the Custodian from issuers of the securities
being held for the Funds. With respect to tender or exchange
offers, the Custodian shall transmit promptly to the Corporation
all written information received by the Custodian from issuers of
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the securities whose tender or exchange is sought and from the
party (or his agents) making the tender or exchange offer.
Section 9. Transfer Taxes
The Corporation shall, on behalf of the Funds, pay or reimburse the
Custodian for any transfer taxes payable upon transfers of
securities made hereunder, including transfers resulting from the
termination of this agreement. The Custodian shall execute such
certificates in connection with securities delivered to it under
this agreement as may be required, under any applicable law or
regulation, to exempt from taxation any transfers and/or deliveries
of any such securities which may be entitled to such exemption.
Section 10. Custodian's Reports
The Custodian shall furnish the Corporation as of the close of
business each day a statement showing all transactions and entries
for the account of the Funds. The books and records of the
Custodian pertaining to its actions as Custodian under this
agreement and securities held hereunder by the Custodian shall be
open to inspection and audit by officers of the Corporation,
internal auditors employed by the Corporation's investment adviser,
and independent auditors employed by the Corporation. The
Custodian shall furnish the Corporation in such form as may
reasonably be requested by the Corporation a report, including a
list of the securities held by it in custody for the account of
each Fund, identification of any subcustodian, and identification
of such securities held by such subcustodian, as of the close of
business of the last business day of each month, which shall be
certified by a duly authorized officer of the Custodian. It is
further understood that additional reports may from time to time be
requested by the Corporation. Should any report ever be filed with
any governmental authority pertaining to lost or stolen securities,
the Custodian will concurrently provide the Corporation with a copy
of that report.
The Custodian also shall furnish such reports on its systems of
internal accounting control as the Corporation may reasonably
request from time to time.
Section 11. Concerning Custodian
For its services hereunder the Custodian shall be paid such
compensation at such times as may from time to time be agreed on in
writing by the parties hereto in a Custodian Fee Agreement.
The Custodian shall not be liable for any action taken in good
faith upon any custodian order or facsimile herein described or
certified copy of any resolution of the Board of Directors or of
the Executive Committee of the Board of Directors of the
Corporation, and may rely on the genuineness of any such document
which it may in good faith believe to have been validly executed.
The Corporation, on behalf of the Funds, agrees to indemnify and
hold harmless Custodian and its nominee from all taxes, charges,
expenses, assessments, claims and liabilities (including reasonable
counsel fees) incurred or assessed against it or its nominee in
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connection with the performance of this agreement, except such as
may arise from the Custodian's or its nominee's own negligent
action, negligent failure to act or willful misconduct. In the
event of any advance of cash for any purpose made by Custodian
resulting from orders or instructions of the Corporation, or in the
event that Custodian or its nominee shall incur or be assessed any
taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this agreement, except such as
may arise from its or its nominee's own negligent action, negligent
failure to act or willful misconduct, any property at any time held
for the account of the respective Fund shall be security therefor.
The Custodian shall maintain a standard of care equivalent to that
which would be required of a bailee for hire and shall not be
liable for any loss or damage to the Corporation resulting from
participation in a securities depository unless such loss or damage
arises by reason of any negligence, misfeasance, or willful
misconduct of officers or employees of the Custodian, or from its
failure to enforce effectively such rights as it may have against
any securities depository or from use of an agent, unless such loss
or damage arises by reason of any negligence, misfeasance, or
willful misconduct of officers or employees of the Custodian, or
from its failure to enforce effectively such rights as it may have
against any agent.
Section 12. Termination and Amendment of Agreement
The Corporation and the Custodian mutually may agree from time to
time in writing to amend, to add to, or to delete from any
provision of this agreement.
The Custodian may terminate this agreement by giving the
Corporation ninety days' written notice of such termination by
registered mail addressed to the Corporation at its principal place
of business.
The Corporation may terminate this agreement, on behalf of one or
more of the Funds, at any time by written notice thereof delivered,
together with a copy of the resolution of the Board of Directors
authorizing such termination and certified by the Secretary of the
Corporation, by registered mail to the Custodian.
Upon such termination of this agreement, assets of the Funds (for
which the agreement has been terminated) held by the Custodian
shall be delivered by the Custodian to a successor custodian, if
one has been appointed by the Corporation, upon receipt by the
Custodian of a copy of the resolution of the Board of Directors of
the Corporation certified by the Secretary, showing appointment of
the successor custodian, and provided that such successor custodian
is a bank or trust company, organized under the laws of the United
States or of any State of the United States, having not less than
two million dollars aggregate capital, surplus and undivided
profits. Upon the termination of this agreement as a part of the
transfer of assets, either to a successor custodian or otherwise,
the Custodian will deliver securities held by it hereunder, when so
authorized and directed by resolution of the Board of Directors of
the Corporation, to a duly appointed agent of the successor
custodian or to the appropriate transfer agents for transfer of
registration and delivery as directed. Delivery of assets on
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termination of this agreement shall be effected in a reasonable,
expeditious and orderly manner; and in order to accomplish an
orderly transition from the Custodian to the successor custodian,
the Custodian shall continue to act as such under this agreement as
to assets in its possession or control. Termination as to each
security shall become effective upon delivery to the successor
custodian, its agent, or to a transfer agent for a specific
security for the account of the successor custodian, and such
delivery shall constitute effective delivery by the Custodian to
the successor under this agreement.
In addition to the means of termination herein before authorized,
this agreement may be terminated, as to any Fund or for all the
Funds, at any time by the vote of a majority of the outstanding
shares of the respective Fund (or Funds) and after written notice
of such action to the Custodian.
Section 13. General
Nothing expressed or mentioned in or to be implied from any
provision of this agreement is intended to, or shall be construed
to give any person or corporation other than the parties hereto,
any legal or equitable right, remedy or claim under or in respect
of this agreement, or any covenant, condition or provision herein
contained, this agreement and all of the covenants, conditions and
provisions hereof being intended to be and being for the sole and
exclusive benefit of the parties hereto and their respective
successors and assigns.
This agreement shall be governed by the laws of the State of
Minnesota.
This agreement supersedes all prior agreements between the parties.
IN WITNESS WHEREOF, the Corporation and the Custodian have caused
this agreement to be executed as of the date first above written by
their respective officers thereunto duly authorized.
IDS GLOBAL SERIES, INC.
IDS Emerging Markets Fund
IDS Global Balanced Fund
IDS Innovations Fund
By: /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS TRUST COMPANY
By: /s/ Xxxxxxxxxxx X. Xxxxx
Xxxxxxxxxxx X. Xxxxx
Vice President
