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PLACEMENT AGENT AGREEMENT
THIS AGREEMENT dated November 13, 1996 between World Trust, a
Massachusetts business trust (the "Trust"), on behalf of its
underlying series portfolios: Emerging Markets Portfolio and World
Technologies Portfolio; and American Express Financial Advisors
Inc., a Delaware corporation, the placement agent (the "Placement
Agent").
Part One: SERVICES AS PLACEMENT AGENT
(1) Placement Agent will act as placement agent of the units
covered by the Trust's registration statement then in effect under
the Investment Company Act of 1940 (the "1940 Act"). Under this
Agreement, neither the Placement Agent nor its employees or any of
its agents will make any offer or sale of units in a manner which
would require the units to be registered under the Securities Act
of 1933, as amended (the "1933 Act").
(2) The Placement Agent will act as placement agent for each
class of units issued and to be issued by the Trust during the
period of this agreement and agrees to offer for sale those units
as long as those units remain available for sale, unless the
Placement Agent is unable or unwilling to make such offer for sale
or sales or solicitations therefor legally because of any federal,
state, provincial or governmental law, rule or agency or for any
financial reason.
(3) Nothing in this Agreement requires the Trust to accept any
offer to purchase any units; all offers are subject to approval by
the Board of Trustees (the "Board").
(4) The Trust represents to the Placement Agent that all
registration statements filed by the Trust under the 1940 Act with
respect to units have been and will be prepared in conformity with
the requirements of the 1940 Act and the rules and regulations
thereunder.
(5) The Trust agrees to make prompt and reasonable effort to
do any and all things necessary, in the opinion of the Placement
Agent, to have and to keep the Trust and the units properly
registered or qualified in all appropriate jurisdictions.
(6) The Trust agrees that it will furnish the Placement Agent
with information with respect to the affairs and accounts of the
Trust, and in such form, as the Placement Agent may from time to
time reasonably require and further agrees that the Placement
Agent, at all reasonable times, shall be permitted to inspect the
books and records of the Trust.
(7) The Placement Agent and the Trust agree to use their best
efforts to conform with all applicable state and federal laws and
regulations relating to any rights or obligations under the terms
of this agreement.
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Part Two: ALLOCATION OF EXPENSES
Except as provided by any other agreements between the parties, the
Placement Agent covenants and agrees that during the period of this
agreement it will pay or cause or be paid all expenses incurred by
the Placement Agent or any of its affiliates, in the offering for
sale or sale of each class of units.
Part Three: MISCELLANEOUS
(1) The Placement Agent shall be deemed to be an independent
contractor and, except as expressly provided or authorized in this
agreement, shall have no authority to act for or represent the
Trust.
(2) The Placement Agent shall be free to render to others services
similar to those rendered under this agreement.
(3) Neither this agreement nor any transaction pursuant hereto
shall be invalidated or in any way affected by the fact that
trustees, officers, agents and/or unitholders of the Trust are or
may be interested in the Placement Agent as directors, officers,
shareholders or otherwise; that directors, officers, shareholders
or agents of the Placement Agent are or may be interested in the
Trust as trustees, officers, or otherwise; or that the Placement
Agent is or may be interested in the Trust as unitholder or
otherwise; provided, however, that neither the Placement Agent nor
any officer or director of the Placement Agent or any officers or
trustees of the Trust shall sell to or buy from the Trust any
property or security other than a security issued by the Trust,
except in accordance with a rule, regulation or order of the
Securities and Exchange Commission.
(4) Any notice under this agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the parties to this
agreement at each company's principal place of business in
Minneapolis, Minnesota, or to such other address as either party
may designate in writing mailed to the other.
(5) The Placement Agent agrees that no officer, director or
employee of the Placement Agent will deal for or on behalf of the
Trust with himself or herself as principal or agent, or with any
corporation or partnership in which he or she may have a financial
interest, except that this shall not prohibit:
(a) Officers, directors and employees of the Placement Agent
from having a financial interest in the Trust or in the Placement
Agent.
(b) The purchase of securities for the Trust, or the sale of
securities owned by the Trust, through a security broker or dealer,
one or more of whose partners, officers, directors or employees is
an officer, director or employee of the Placement Agent provided
such transactions are handled in the capacity of broker only and
provided commissions charged do not exceed customary brokerage
charges for such services.
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(c) Transactions with the Trust by a broker-dealer affiliate
of the Placement Agent if allowed by rule or order of the
Securities and Exchange Commission and if made pursuant to
procedures adopted by the Board.
(6) The Placement Agent agrees that, except as otherwise provided
in this agreement, or as may be permitted consistent with the use
of a broker-dealer affiliate of the Placement Agent under
applicable provisions of the federal securities laws, neither it
nor any of its officers, directors or employees shall at any time
during the period of this agreement make, accept or receive,
directly or indirectly, any fees, profits or emoluments of any
character in connection with the purchase or sale of securities
(except securities issued by the Trust) or other assets by or for
the Trust.
(7) 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.
Part Five: TERMINATION
(1) This agreement shall continue from year to year unless and
until terminated by the Placement Agent or the Trust, except that
such continuance shall be specifically approved at least annually
by a vote of a majority of the Board who are not parties to this
agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval, and
by a majority of the Board or by vote of a majority of the
outstanding voting securities of the Trust. As used in this
paragraph, the terms "interested person" and "vote of a majority of
the outstanding voting securities" shall have the meaning as set
forth in the Investment Company Act of 1940, as amended.
(2) This agreement may be terminated by either party at any time
by giving the other party sixty (60) days written notice of such
intention to terminate.
(3) This agreement shall terminate in the event of its assignment,
the term "assignment" for this purpose having the same meaning as
set forth in the Investment Company Act of 1940, as amended.
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IN WITNESS WHEREOF, The parties hereto have executed the foregoing
agreement on the date and year first above written.
WORLD TRUST
Emerging Markets Portfolio
World Technologies Portfolio
By _____________________________________
Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
By _____________________________________
Xxxxxxx X. Xxxxx
Vice President
