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CUSTODIAN AGREEMENT
THIS CUSTODIAN AGREEMENT dated November 13, 1996, between World
Trust, a Massachusetts business trust, (the "Trust"), on behalf of
its underlying portfolios: Emerging Markets Portfolio and World
Technologies Portfolio (individually a "Portfolio" and collectively
"Portfolios"); 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 Trust desires that the Portfolios' 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 Trust and the Custodian agree as follows:
Section 1. Definitions
The word "securities" as used herein shall be construed to include,
without being limited to, units, stocks, treasury stocks, including
any units of the Trust, 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 units, 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 Portfolios 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 Trust 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.
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Section 2. Names, Titles and Signatures of Authorized Persons
The Trust will certify to the Custodian the names and signatures of
its present officers and other designated persons authorized on
behalf of the Trust to direct the Custodian by custodian order as
defined herein. The Trust 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 Trust
as having been duly adopted by the Board of Trustees of the Trust
(the "Board") or the Executive Committee of the Board designating
those persons currently authorized on behalf of the Trust 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 Trust which
has been delivered to the Custodian as herein above provided.
Section 3. Use of Subcustodians
The Custodian may make arrangements, where appropriate, 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 United States Securities and
Exchange Commission ("SEC") thereunder, any order issued by the
SEC, or any "no-action" letter received from the staff of the SEC.
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 Trust 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.
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Section 4. Receipt and Disbursement of Money
(1) The Custodian shall open and maintain a separate account or
accounts in the name of each Portfolio 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 the respective Portfolio. The
Custodian or its agent shall make payments of cash to or for the
account of the Portfolios from such cash only:
(a) for the purchase of securities for the respective Portfolio
upon the receipt of such securities by the Custodian or its
agent unless otherwise instructed by the Trust;
(b) for the purchase or redemption of units of capital stock of
the Portfolios;
(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
Portfolios held by or to be delivered to the Custodian;
(f) for payments in connection with the return of securities
loaned by the Portfolios upon receipt of such securities or
the reduction of collateral upon receipt of proper notice;
(g) for payments for other proper corporate purposes;
(h) or 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 or of the Executive Committee of the Board
signed by an officer of the Trust 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.
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(2) The Custodian is hereby appointed the attorney-in-fact of the
Trust to endorse and collect all checks, drafts or other orders for
the payment of money received by the Custodian for the account of
each Portfolio and drawn on or to the order of the Trust and/or the
Portfolios and to deposit same to the account of the respective
Portfolio 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 each
Portfolio. The Custodian shall record and maintain a record of all
certificate numbers. Securities so received shall be held in the
name of each Portfolio, 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 SEC may
adopt, the Custodian may deposit all or any part of the securities
owned by the Portfolios in 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 SEC 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 Portfolios
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 Trust and only for the account of the Portfolios 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 of
the Portfolios' securities 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 the
Portfolios, upon receipt of payment therefor;
(b) when such securities are called, redeemed, retired or
otherwise become payable;
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(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 Portfolios' 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
transfer, exchange or delivery, the Custodian shall receive a
custodian order or a facsimile from the Trust requesting such
transfer, exchange or delivery and stating that it is for a purpose
permitted under Section 6 (whenever a facsimile is utilized, the
Trust will also deliver an original signed custodian order) and, in
respect to item (i), a copy of a resolution of the Board or of the
Executive Committee of the Board signed by an officer of the Trust
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 Trust, 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 the Portfolios
which call for payment upon presentation and hold all cash
received by it upon such payment for the account of the
Portfolios;
(b) present for payment all securities held by it or its agent
which mature or when called, redeemed, retired or otherwise
become payable;
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(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 Portfolios 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 Portfolios.
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
Portfolios. The Custodian shall promptly deliver to the Trust 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 Portfolios), but without indicating the manner in which such
proxies are to be voted.
Custodian shall transmit promptly to the Trust 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 Portfolios. With respect to tender or exchange
offers, the Custodian shall transmit promptly to the Trust all
written information received by the Custodian from issuers of 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 Trust, on behalf of the Portfolios, shall 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 Trust as of the close of business
each day a statement showing all transactions and entries for the
account of each Portfolio. 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 Trust, internal auditors
employed by the Trust's investment advisor, and independent
auditors employed by the Trust. The Custodian shall furnish the
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Trust in such form as may reasonably be requested by the Trust a
report, including a list of the securities held by it in custody
for the account of the Portfolios, 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 Trust. Should
any report ever be filed with any governmental authority pertaining
to lost or stolen securities, the Custodian will concurrently
provide the Trust with a copy of that report.
The Custodian also shall furnish such reports on its systems of
internal accounting control as the Trust 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 or of the Executive
Committee of the Board, and may rely on the genuineness of any such
document which it may in good faith believe to have been validly
executed.
The Trust 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 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 Trust, 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 Portfolio 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 Trust (and/or the Portfolios)
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
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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 Trust 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 Trust
ninety days' written notice of such termination by registered mail
addressed to the Trust at its principal place of business.
The Trust may terminate this agreement (as to one or more of the
Portfolios) at any time by written notice thereof delivered,
together with a copy of the resolution of the Board authorizing
such termination and certified by the Secretary of the Trust, by
registered mail to the Custodian.
Upon such termination of this agreement, assets of the Portfolio
(for which this 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 Trust, upon receipt by
the Custodian of a copy of the resolution of the Board 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, 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 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 each Portfolio) at any time
by the vote of a majority of the outstanding units of the
respective Portfolio and after written notice of such action to the
Custodian.
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Section 13. 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,
on behalf of the Portfolios, under this agreement shall not be
binding upon any of the Trustees, unitholders, nominees, officers,
agents or employees of the Trust, personally.
Section 14. 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.
WORLD TRUST
Emerging Markets Portfolio
World Technologies Portfolio
By:
▇▇▇▇▇▇ ▇. ▇▇▇
Vice President
AMERICAN EXPRESS TRUST COMPANY
By:
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
