-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dAontFH4yRXXaGI2v4niezatXCYYIICL0Y1bAKb7XUWpNkXtdvmj4qsHLL+CjVS9 aAWVnx2CBGQlO1E36Qk/lg== 0000820027-95-000295.txt : 19950509 0000820027-95-000295.hdr.sgml : 19950509 ACCESSION NUMBER: 0000820027-95-000295 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950508 EFFECTIVENESS DATE: 19950508 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDS STOCK FUND INC CENTRAL INDEX KEY: 0000052423 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 410839317 STATE OF INCORPORATION: MN FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-11358 FILM NUMBER: 95535426 BUSINESS ADDRESS: STREET 1: 80 SOUTH 8TH STREET STREET 2: T33/52 CITY: MINNEAPOLIS STATE: MN ZIP: 55440 BUSINESS PHONE: 6126712727 FORMER COMPANY: FORMER CONFORMED NAME: INVESTORS STOCK FUND INC DATE OF NAME CHANGE: 19831221 485BPOS 1 IDS STOCK FUND, INC. PAGE 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 93 (File Number 2-11358) X and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 37 (File Number 811-498) X IDS STOCK FUND, INC. IDS Tower 10, Minneapolis, Minnesota 55440-0010 Leslie L. Ogg - 901 S. Marquette Avenue, Suite 2810, Minneapolis, MN 55402-3268 (612) 330-9283 Approximate Date of Proposed Public Offering: It is proposed that this filing will become effective (check appropriate box) X immediately upon filing pursuant to paragraph (b) on (date) pursuant to paragraph (b) 60 days after filing pursuant to paragraph (a)(i) on (date) pursuant to paragraph (a)(i) 75 days after filing pursuant to paragraph (a)(ii) on (date) pursuant to paragraph (a)(ii) of rule 485. If appropriate, check the following box: this post-effective amendment designates a new effective date for a previously filed post-effective amendment. Registrant has registered an indefinite number or amount of securities under the Securities Act of 1933 pursuant to Section 24f of the Investment Company Act of 1940. Registrant's Rule 24f-2 notice for its most recent fiscal year was filed on or about Dec. 30, 1994. PAGE 2 Cross reference sheet showing location in the prospectus of the information called for by the items enumerated in Part A and B of Form N-1A. Negative answers omitted from prospectus are so indicated.
PART A PART B Section Section in Item No. in Prospectus Item No. Statement of Additional Information 1 Cover page of prospectus 10 Cover page of SAI 2 The fund in brief; Sales charge and fund 11 Table of Contents expenses 12 NA 3(a) Financial highlights (b) NA 13(a) Additional Investment Policies; all (c) Performance appendices except Dollar-Cost Averaging (d) Financial highlights (b) Additional Investment Policies (c) Additional Investment Policies 4(a) The fund in brief; Investment policies and (d) Portfolio Transactions risks; How the fund is organized (b) Investment policies and risks 14(a) Directors and officers of the fund;** (c) Investment policies and risks Directors and officers (b) Directors and Officers 5(a) Directors and officers; Directors and (c) Directors and Officers officers of the fund (listing) (b) How the fund is organized; About American 15(a) NA Express Financial Corporation (b) NA (b)(i) About American Express Financial (c) Directors and Officers Corporation -- General Information (b)(ii) Investment manager and transfer agent 16(a)(i) How the fund is organized; About American (b)(iii) Investment manager and transfer agent Express Financial Corporation** (c) Portfolio manager (a)(ii) Agreements: Investment Management Services (d) The fund in brief Agreement, Plan and Supplemental (e) Investment manager and transfer agent Agreement of Distribution (f) Distributor (a)(iii) Agreements: Investment Management Services Agreement (g) Investment manager and transfer agent (b) Agreements: Investment Management Services Agreement (c) NA 5A(a) * (d) Agreements: Administrative Services (b) * Agreement, Shareholder Service Agreement (e) NA 6(a) Shares; Voting rights (f) Agreements: Distribution Agreement (b) NA (g) NA (c) NA (h) Custodian; Independent Auditors (d) Voting Rights (i) Agreements: Transfer Agency Agreement; Custodian (e) Cover page; Special shareholder services (f) Dividends and capital gains distributions; 17(a) Portfolio Transactions Reinvestments (b) Brokerage Commissions Paid to Brokers Affiliated (g) Taxes with American Express Financial Corporation (c) Portfolio Transactions 7(a) Distributor (d) Portfolio Transactions (b) Key terms; Valuing assets (e) Portfolio Transactions (c) How to buy, exchange or sell shares (d) How to buy shares 18(a) Shares and Voting rights** (e) NA (b) NA (f) Distributor 19(a) Investing in the Fund 8(a) How to sell shares (b) Valuing Fund Shares; Investing in the Fund (b) NA (c) NA (c) How to buy shares: Three ways to invest (d) How to buy, exchange or sell shares: 20 Taxes Redemption policies -- "Important..." 21(a) Agreements: Distribution Agreement 9 None (b) Agreements: Distribution Agreement (c) NA 22(a) Performance Information (for money market funds only) (b) Performance Information (for all funds except money market funds) 23 Financial Statements *Designates information is located in annual report. **Designates page number in prospectus. /TABLE PAGE 3 PART A. Registrant's effective prospectus to this registration statement is hereby incorporated by reference. PART B. Registrant's effective statement of additional information for this registration statement is hereby incorporated by reference. PART C. OTHER INFORMATION Item 24. Financial Statements and Exhibits (a) These Financial Statements filed electronically as Item 24(a) to Registrant's Post-Effective Amendment No. 92 to Registration Statement No. 2-11358 are incorporated herein by reference: Independent auditors' report dated December 2, 1994. Statement of assets and liabilities, Oct. 31, 1994. Statement of operations for year ended Oct. 31, 1994. Statements of changes in net assets for year ended Oct. 31, 1994 and Oct. 31, 1993. Notes to financial statements. Investments in securities, Oct. 31, 1994. Notes to investments in securities. (b) Exhibits 1. Copy of Articles of Incorporation, as amended October 17, 1988, filed electronically as Exhibit 1 to Registrant's Post-Effective Amendment No. 78 to Registration Statement No. 2-11358, is incorporated herein by reference. 2. Copy of By-laws, as amended January 12, 1989, filed electronically as Exhibit 2 to Registrant's Post-Effective Amendment No. 78 to Registration Statement No. 2-11358, is incorporated herein by reference. 3. Not applicable. 4. Copy of Stock certificate, filed as Exhibit 1 to Registrant's Form N-1Q for the calendar quarter ended December 31, 1976, is incorporated herein by reference. 5. Form of Investment Management and Services Agreement between Registrant and American Express Financial Corporation, dated March 20, 1995, filed electronically as Exhibit 5 to Registrant's Post- Effective Amendment No. 92 to Registration Statement No. 2-11358 is incorporated herein by reference. 6. Form of Distribution Agreement between Registrant and American Express Financial Advisors Inc., dated March 20, 1995, filed electronically as Exhibit 6 to Registrant's Post-Effective Amendment No. 92 to Registration Statement No. 2-11358 is incorporated herein by reference. PAGE 4 7. All employees are eligible to participate in a profit sharing plan. Entry into the plan is Jan. 1 or July 1. The Registrant contributes each year an amount up to 15 percent of their annual salaries, the maximum deductible amount permitted under Section 404(a) of the Internal Revenue Code. 8(a). Form of Custodian Agreement between Registrant and American Express Trust Company, dated March 20, 1995, filed electronically as Exhibit 8(a) to Registrant's Post-Effective Amendment No. 92 to Registration Statement No. 2-11358 is incorporated herein by reference. 8(b). Form of Custody Agreement between Morgan Stanley Trust Company and IDS Bank and Trust dated May, 1993 is filed electronically herewith. 9(a). Copy of Plan and Agreement of Merger, dated April 10, 1986, filed electronically as Exhibit 9(a) to Registrant's Post-Effective Amendment No. 70 to Registration Statement No. 2-11358, is incorporated herein by reference. 9(b). Form of Transfer Agency Agreement between Registrant and American Express Financial Corporation, dated March 20, 1995, filed electronically as Exhibit 9(b) to Registrant's Post-Effective Amendment No. 92 to Registration Statement No. 2-11358 is incorporated herein by reference. 9(c). Copy of License Agreement, dated Jan. 25, 1988, between Registrant and IDS Financial Corporation, filed electronically as Exhibit 9(c) to Post-Effective Amendment No. 83 to Registration Statement No. 2-11358 is incorporated herein by reference. 9(d). Form of Shareholder Service Agreement between Registrant and American Express Financial Advisors Inc., dated March 20, 1995, filed electronically as Exhibit 9(d) to Registrant's Post-Effective Amendment No. 92 to Registration Statement No. 2-11358 is incorporated herein by reference. 9(e). Form of Administrative Services Agreement between Registrant and American Express Financial Corporation, dated March 20, 1995, filed electronically as Exhibit 9(e) to Registrant's Post-Effective Amendment No. 92 to Registration Statement No. 2-11358 is incorporated herein by reference. 10. Not Applicable. 11. Independent Auditors' Consent filed electronically as Exhibit 11 to Registrant's Post-Effective Amendment No. 92 to Registration Statement No. 2-11358 is incorporated herein by reference. 12. None. 13. Not Applicable. 14. Forms of Keogh, IRA and other retirement plans, filed as Exhibits 14(a) through 14(n) to IDS Growth Fund, Inc., Post- Effective Amendment No. 19 to Registration Statement No. 2-54516, are incorporated herein by reference. PAGE 5 15. Form of Plan and Agreement of Distribution between Registrant and American Express Financial Advisors Inc., dated March 20, 1995, filed electronically as Exhibit 15 to Registrant's Post-Effective Amendment No. 92 to Registration Statement No. 2-11358 is incorporated herein by reference. 16(a). Not Applicable. 16(b). Schedule for computation of each performance quotation provided in the Registration Statement in response to Item 22 filed electronically as Exhibit 16(b) to Registrant's Post- Effective Amendment No. 76 to Registration Statement No. 2-11358, is incorporated herein by reference. 17. Financial Data Schedule filed electronically as Exhibit 17 to Registrant's Post-Effective Amendment No. 92 to Registration Statement No. 2-11358 is incorporated herein by reference. 18. Copy of Plan pursuant to Rule 18f-3 under the 1940 Act is filed electronically herewith. 19(a). Directors' Power of Attorney dated November 10, 1994, to sign Amendments to this Registration Statement, filed electronically as Exhibit 18(a) to Registrant's Post-Effective Amendment No. 91, is incorporated herein by reference. 19(b). Officers' Power of Attorney dated June 1, 1993, to sign Amendments to this Registration Statement filed electronically as Exhibit 17(a) to Post-Effective Amendment No. 87, is incorporated herein by reference. Item 25. Persons Controlled by or under Common Control with Registrant. None. Item 26. Number of Holders of Securities (1) (2) Number of Record Holders as of Title Class May 1, 1995 Common Stock 108,894 PAGE 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, IDS Stock Fund, Inc. certifies that it meets the requirements for the effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis and State of Minnesota on the 8th day of May, 1995. IDS STOCK FUND, INC. By /s/ Melinda S. Urion Melinda S. Urion, Treasurer By /s/ William R. Pearce* William R. Pearce, President Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following persons in the capacities indicated on the 8th day of May, 1995. Signature Capacity /s/ William R. Pearce** President, Principal William R. Pearce Executive Officer and Director /s/ Leslie L. Ogg** Vice President, General Leslie L. Ogg Counsel and Secretary /s/ Lynne V. Cheney* Lynne V. Cheney Director /s/ William H. Dudley* Director William H. Dudley /s/ Robert F. Froehlke* Director Robert F. Froehlke /s/ David R. Hubers* Director David R. Hubers /s/ Heinz F. Hutter* Heinz F. Hutter Director /s/ Anne P. Jones* Director Anne P. Jones PAGE 7 Signature Capacity /s/ Donald M. Kendall* Director Donald M. Kendall /s/ Melvin R. Laird* Director Melvin R. Laird /s/ Lewis W. Lehr* Director Lewis W. Lehr /s/ Edson W. Spencer* Director Edson W. Spencer /s/ John R. Thomas* Director John R. Thomas /s/ Wheelock Whitney* Director Wheelock Whitney /s/ C. Angus Wurtele* Director C. Angus Wurtele *Signed pursuant to Directors' Power of Attorney, dated November 10, 1994, filed electronically as Exhibit 18(a) to Registrant's Post-Effective Amendment No. 91, by: /s/ Leslie L. Ogg Leslie L. Ogg **Signed pursuant to Officers' Power of Attorney, dated June 1, 1993, to sign Amendments to this Registration Statement (File No. 2-11358/811-498) filed electronically as Exhibit 17(b) to Post- Effective Amendment No. 87 by: /s/ Leslie L. Ogg Leslie L. Ogg PAGE 9 CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 93 TO REGISTRATION STATEMENT NO. 2-11358 This post-effective amendment comprises the following papers and documents: The facing sheet. Cross reference sheet. Part A. The prospectus. Part B. Statement of Additional Information. Financial Statements. Part C. Other Information. Exhibits. The Signatures. PAGE 9 PAGE 1 IDS Bond Fund, Inc. March 20, 1995 Plan under Section 18f-3(d) Filed pursuant to Item 24(b)(18) of Form N-lA Separate Arrangements Each class of shares will represent interests in the same portfolio of investments of the Fund and be identical except those differences that relate to (a) the impact of the disproportionate payments made under the Rule 12b-1 plan; (b) the impact of the disproportionate payments made because of service fees; (c) the differences in class expenses including transfer agent fees and any other expense determined by the board of directors to be a class expense; and (d) the difference in voting rights on the 12b-1 plan, exchange privileges and class designations. The current classes of shares are as follows: Class A shares - 5% initial sales charge waived or reduced for certain purchases. Class B shares - contingent deferred sales charge ranging from 5% down to 0% after six years. Class Y shares - no sales charge Expense Allocation Procedures American Express Financial Corporation, as the Fund's administrator, on a daily basis shall allocate the income, expenses, and realized and unrealized gains and losses of the Fund on the basis of the relative percentage of net assets of each class of shares, except class specific expenses for service fees, 12b-1 distribution fees, and transfer agent fees which shall be paid directly by each class as follows: Class A and Class B service fee - 17.5 basis points Class B distribution fee - 75 basis points Class B transfer agent fee - an additional $1 for each shareholder account Should at any time an expense of a class be waived or reimbursed, American Express Financial Corporation first shall determine that such waiver or reimbursement would not result in another class subsidizing the class, is fair and equitable to all classes and does not operate to the detriment of another class and then shall monitor the implementation and operation to assure the waiver or reimbursement operates consistent with the determination. The board of directors shall monitor the actions of American Express Financial Corporation. PAGE 2 Exchange Privileges Shares of a class may be exchanged for shares of the same class of another fund in the IDS MUTUAL FUND GROUP. Conversion Privileges Class B shares including a proportionate amount of shares acquired through reinvestment of distributions shall convert after eight years into Class A shares at relative net asset values without the imposition of any fee. PAGE 10 PAGE 1 CUSTODY AGREEMENT This Custody Agreement is dated May, 1993 between MORGAN STANLEY TRUST COMPANY, a New York State chartered trust company (the "Custodian"), and IDS Bank & Trust (the "Customer"). 1. The Customer hereby appoints the Custodian as a custodian of securities and other property owned or under the control of the Customer which are delivered to the Custodian, or any Subcustodian as appointed below, from time to time to be held in custody for the benefit of the Customer. The Customer instructs the Custodian to establish on the books and records of the Custodian an account (the "Account") in the name of the Customer. The Custodian shall record in the Account and shall have general responsibility for the safekeeping of all securities ("Securities"), cash and other property (all such Securities, cash and other Property being collectively the "Property") of the Customer so delivered for custody. It is understood that the specific procedures the Custodian will use in carrying out its responsibilities under this Agreement are set forth in the procedures manual (the "Procedures Manual") prepared by the Custodian and delivered to the Customer, as such Procedures Manual may be amended from time to time by the Custodian by 90 days prior written notice to the Customer (unless the Customer agrees to a shorter period). The Customer acknowledges that the Procedures Manual constitutes an integral part of this Agreement. 2. The Property may be held in custody and deposit accounts that have been established by the Custodian with one or more domestic or foreign banks, or through the facilities of one or more clearing agencies or central securities depositories, as listed on Exhibit A hereto (the "Subcustodians"), as such Exhibit may be amended from time to time by the Custodian by written notice to the Customer. The Custodian shall deliver to the Customer such information as is necessary or appropriate for the Customer to determine that the Customer is in compliance with Rule 17f-5 promulgated under the Investment Company Act of 1940, as amended. The Custodian may hold Property for all of its customers with a Subcustodian in a single account that is identified-as belonging to the Custodian for the benefit of its customers. Any Subcustodian may hold Property in a securities depository and may utilize a clearing agency. The Customer agrees that the Property may be physically held outside the United States. The Custodian shall not be liable for any loss resulting directly from the physical presence of any Property in a foreign country (and not by virtue of the actions of the Custodian or any Subcustodian) including, but not limited to, losses resulting from nationalization, expropriation, exchange controls or acts of war or terrorism. Except as provided in the previous sentence, the liability of the Custodian for losses incurred by the Customer in respect of Securities shall not be affected by the Custodian's use of Subcustodians. PAGE 2 3. With respect to Property held by a Subcustodian pursuant to Section 2: (a) The Custodian will identify on its books as belonging to the Customer any Property held by a Subcustodian for the Custodian's account; (b) The Custodian will hold Property through a Subcustodian only if (i) such Subcustodian and any securities depository or clearing agency in which such Subcustodian holds Property, or any of their creditors, may not assert any right, charge security interest, lien, encumbrance or other claim of any kind to such Property except a claim of payment for its safe custody or administration and (ii) beneficial ownership of such Property may be freely transferred without the payment of money or value other than for safe custody or administration; (c) The Custodian shall require that Property held by the Subcustodian for the Custodian's account be identified on the Subcustodian's books as separate from any property held by the Subcustodian other than property of the Custodian's customers and as held solely for the benefit of customers of the Custodian; and (d) In the event that the Subcustodian holds Property in a securities depository or clearing agency, such Subcustodian will be required by its agreement with the Custodian to identify on its books such Property as being held for the account of the Custodian as a custodian for its customers. 4. The Custodian shall allow the Customer's accountants reasonable access to the Custodian's records relating to the Property held by the Custodian as such accountants may reasonably require in connection with their examination of the Customer's affairs. The Custodian shall also obtain from any Subcustodian (and will require each Subcustodian to use reasonable efforts to obtain from any securities depository or clearing agency in which it deposits Property) an undertaking, to the extent consistent with local practice and the laws of the jurisdiction or jurisdictions to which such Subcustodian, securities depository or clearing agency is subject, to permit independent public accountants such reasonable access to the records of such Subcustodian, securities depository or clearing agency as may be reasonably required in connection with the examination of the Customer's affairs or to take such other action as the Custodian in its judgment may deem sufficient to ensure such reasonable access. 5. The Custodian shall provide such reports and other information to the Customer and to such persons as the Customer directs as the Custodian and the Customer may agree from time to time, including such reports which are described in the Procedures Manual. PAGE 3 6. The Custodian shall make or cause any Subcustodian to make payments from monies being held in the Account only: (a) upon the purchase of Securities and then, to the extent consistent with practice in the jurisdiction in which settlement occurs, upon the delivery of such Securities; (b) for payments to be made in connection with the conversion, exchange or surrender of Securities; (c) upon a request of the Customer that the Custodian return monies being held in the Account; (d) upon a request of the Customer that monies be exchanged for or used to purchase monies denominated in a different currency and then only upon receipt of such exchanged or purchased monies; (e) as provided in Section 8 and 12 hereof; (f) upon termination of this Custody Agreement as hereinafter set forth; and (g) for any other purpose upon receipt of explicit instructions of the Customer accompanied by evidence reasonably acceptable to the Custodian as to the authorization of such payment. Except as provided in the last two sentences of this Section 6 and as provided in Section 8, all payments pursuant to this Section 6 will be made only upon receipt by the Custodian of Authorized Instructions (as hereinafter defined) from the Customer which shall specify the purpose for which the payment is to be made. In the event that it is not possible to make a payment in accordance with Authorized Instructions of the Customer, the Custodian shall proceed in accordance with the procedures set forth in the Procedures Manual. Any payment pursuant to subsection (f) of this Section 6 will be made in accordance with Section 16. 7. The Custodian shall make or cause any Subcustodian to make transfers, exchanges or deliveries of Securities only: (a) upon sale of such Securities and then, to the extent consistent with practice in the jurisdiction in which settlement occurs, upon receipt of payment therefor; (b) upon exercise of conversion, subscription, purchase, exchange or other similar rights pertaining to such Securities and, if applicable to such exercise and if consistent with practice in the applicable jurisdiction, only on receipt of substitute or additional securities to be received upon such exercise; (c) as provided in Section 8 hereof; (d) upon the termination of this Custody Agreement as hereinafter set forth; and PAGE 4 (e) for any other purpose upon receipt of explicit instructions of the Customer accompanied by evidence reasonably acceptable to the Custodian as to the authorization of such transfer, exchange or delivery. Except as provided in the last two sentences of this Section 7 and as provided in Section 8, all transfers, exchanges or deliveries of Securities pursuant to this Section 7 will be made only upon receipt by the Custodian of Authorized Instructions of the Customer which shall specify the purpose for which the transfer, exchange or delivery is to be made. In the event that it is not possible to transfer Securities in accordance with Authorized Instructions of the Customer, the Custodian shall proceed in accordance with the procedures set forth in the Procedures Manual. Any transfer or delivery pursuant to subsection (d) of this Section 7 will be made in accordance with Section 16. 8. In the absence of Authorized Instructions from the Customer to the contrary, the Custodian may, and may authorize any Subcustodian to: (a) make payments to itself or others for expenses of handling Property or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the Customer; (b) receive and collect all income and principal with respect to Securities and to credit cash receipts to the Account; (c) exchange Securities when the exchange is purely ministerial (including, without limitation, the exchange of interim receipts or temporary securities for securities in definitive form and the exchange of warrants, or other documents of entitlement to securities, for the securities themselves); (d) surrender Securities at maturity or when called for redemption upon receiving payment therefor; (e) execute in the Customer's name such ownership and other certificates as may be required to obtain the payment of income from Securities: (f) pay or cause to be paid, from the Account, any and all taxes and levies in the nature of taxes imposed on Property by any governmental authority in connection with custody of and transactions in such Property; (g) endorse for collection, in the name of the Customer, checks, drafts and other negotiable instruments; and (h) in general, attend to all nondiscretionary details in connection with the custody, sale, purchase, transfer and other dealings with the Property. PAGE 5 9. "Authorized Instructions" of the Customer shall mean instructions received by telecopy, tested telex, electronic link or other electronic means or by such other means as may be agreed in writing in advance between the Customer and the Custodian. The Custodian shall be entitled to act, and shall have no liability for acting, in accordance with the terms of this Agreement or upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by one or more persons which the Customer has previously identified to the Custodian as authorized to act on the Customer's behalf. 10. Securities which must be held in registered form may be registered in the name of the Custodian's nominee or, in the case of Securities in the custody of an entity other than the Custodian, in the name of such entity's nominee. The Customer agrees to hold the Custodian and Subcustodians and any such nominee harmless from any liability arising out of any such person acting as a holder of record of such Securities. The Custodian may without notice to the Customer cause any Securities to cease to be registered in the name of any such nominee and to be registered in the name of the Customer. 11. All cash received by the Custodian for the Account shall be held by the Custodian as a short-term credit balance in favor of the Customer and, if the Custodian and the Customer have agreed in writing in advance that such credit balances shall bear interest, the Customer shall earn interest at the rates and times as agreed between the Custodian and the Customer. The Customer understands that any such credit balances will not be accompanied by the benefit of any governmental insurance. 12. From time to time, the Custodian may arrange or extend short- term credit for the Customer which is (i) necessary in connection with payment and clearance of securities and foreign exchange transactions or (ii) pursuant to an agreed schedule, as and if set forth in the Procedures Manual, of credits for dividends and interest payments on Securities. All such extensions of credit shall be repayable by the Customer on demand. The Custodian shall be entitled to charge the Customer interest for any such credit extension at rates to be agreed upon from time to time. In addition to any other remedies available, the Custodian shall be entitled to a right of set-off against the Property to satisfy the repayment of such credit extensions and the payment of accrued interest thereon. The Custodian may act as the Customer's agent or act as a principal in foreign exchange transactions at such rates as are agreed from time to time between the Customer and the Custodian. 13. The Customer represents that (i) the execution, delivery and performance of this Agreement (including, without limitation, the ability to obtain the short-term extensions of credit in accordance with Section 12) are within the Customer's power and authority and have been duly authorized by all requisite action (corporate or otherwise) and (ii) this Agreement and each extension of short-term credit extended or arranged for the benefit of the Customer in accordance with Section 12 will at all PAGE 6 times constitute a legal, valid and binding obligation of the Customer and be enforceable against the Customer in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general and subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law). The Custodian represents that the execution, delivery and performance of this Agreement is within the Custodian's power and authority and has been duly authorized by all requisite action of the Custodian. This Agreement constitutes the legal, valid and binding obligation of the Custodian enforceable against the Custodian in accordance with its terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general and subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law). 14. The Custodian shall be responsible for the performance of only such duties as are set forth in this Agreement or the Procedures Manual or contained in Authorized Instructions given to the Custodian which are not contrary to the provisions of any relevant law or regulation. The Custodian shall not be liable to the Customer or to any other person for any action taken or omitted to be taken by it in connection with this Agreement in the absence of negligence or willful misconduct on the part of the Custodian. Upon Custodian, the Customer agrees to deliver to the Custodian a duly executed power of attorney, in form and substance satisfactory to the Custodian, authorizing the Custodian to take any action or execute any instrument on behalf of the Customer as necessary or advisable to accomplish the purposes of this Agreement. 15. The Customer agrees to pay to the Custodian from time to time such compensation for its services pursuant to this Agreement as may be mutually agreed upon from time to time and the Custodian's out-of-pocket or incidental expenses. The Customer hereby agrees to hold the Custodian harmless from any liability or loss resulting from any taxes or other governmental charges, and any expenses related thereto, which may be imposed or assessed with respect to the Account or any Property held therein. The Custodian is and any Subcustodians are authorized to charge the Account for such items and the Custodian shall have a lien, charge and security interest on any and all Property for any amount owing to the Custodian from time to time under this Agreement. Except as set forth in the previous sentence, or otherwise permitted pursuant to the terms of this agreement, the Custodian shall not pledge, assign, hypothecate or otherwise encumber Property without Authorized Instructions; it being understood that a Subcustodian will generally retain a lien against securities which the Subcustodian has purchased for the Account but for which the Customer has not yet paid. If the Customer is a U.S. person as defined in Rule 902 promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), the Customer recognizes that, in connection with the Customer's election from time to time to participate in PAGE 7 distributions of securities (whether pursuant to rights offerings, warrant subscriptions, mergers, reorganizations or otherwise) which have not been registered pursuant to the Act, the Custodian may inform the issuer and its agents that the acquire of the securities is a U.S. person. The Custodian shall not be responsible to the Customer for the consequences of any issuer's or agent's refusal to permit the Customer to acquire such securities, and the Customer shall hold the Custodian harmless from liability to the issuer and its agents in connection with any such election by the Customer. 16. This Agreement may be terminated by the Customer or the Custodian by 90 days written notice to the other, sent by registered mail. If notice of termination is given, the Customer shall, within 60 days following the giving of such notice, deliver to the Custodian a statement in writing specifying the successor custodian or other person to whom the Custodian shall transfer the Property. In either event the Custodian, subject to the satisfaction of any lien it may have, will transfer the Property to the person so specified. If the Custodian does not receive such statement the Custodian, at its election, may transfer the Property to a bank or trust company established under the laws of the United States or any state thereof to be held and disposed of pursuant to the provisions of this Agreement or may continue to hold the Property until such a statement is delivered to the Custodian. In such event the Custodian shall be entitled to fair compensation for its services during such period as the Custodian remains in possession of any Property and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect; provided, however, that the Custodian shall no longer settle any transactions in securities for the Account. 17. The Custodian, its agents and employees will maintain the confidentiality of information concerning the Property held in the Account, including in dealings with affiliates of the Custodian. In the event the Custodian or any Subcustodian is requested or required to disclose any confidential information concerning the Property, the Custodian shall to the extent practicable and legally permissible, promptly notify the Customer of such request or requirement so that the Customer may seek a protective order or waive the Custodian's or such Subcustodian's compliance with this Section 17. In the absence of such a waiver, if the Custodian or such Subcustodian is compelled, in the opinion of its counsel, to disclose any confidential information, the Custodian or such Subcustodian may disclose such information to such persons as, in the opinion of counsel, is so required. 18. Any notice or other communication from the Customer to the Custodian, unless otherwise provided by this Agreement, shall be sent by certified or registered mail to Morgan Stanley Trust Company, One Pierrepont Plaza, Brooklyn, New York, 11201, Attention: President, and any notice from the Custodian to the Customer is to be mailed postage prepaid, addressed to the Customer at the address appearing below, or as it may hereafter be changed on the Custodian's records in accordance with notice from the Customer. PAGE 8 19. The Custodian may assign all of its rights and obligations hereunder to any other entity which is qualified to act as custodian under the terms of this Agreement and majority-owned, directly or indirectly, by Morgan Stanley Group Inc., and upon the assumption of the rights and obligations hereunder by such entity, such entity shall succeed to all of the rights and obligations of, and be substituted for, the Custodian hereunder as if such entity had been originally named as custodian herein. The Custodian shall give prompt written notice to the Customer upon the effectiveness of any such assignment. This Agreement shall bind the successors and assigns of the Customer and the Custodian and shall be governed by the laws of the State of New York applicable to contracts executed in and to be performed in that state. ________________________ By /s/ Mark Ellis Name: Mark Ellis Title: Vice President Address for record: IDS Trust 1200 Northstar West P.O. Box 534 Minneapolis, MN 55440-0534 ________________________ Accepted: MORGAN STANLEY TRUST COMPANY By /s/ David P. Roccato Authorized Signature Roccato -----END PRIVACY-ENHANCED MESSAGE-----