PLACEMENT AGENT AGREEMENT
THIS AGREEMENT dated August 19, 1996 between Growth Trust, a Massachusetts
business trust (the "Trust"), on behalf of its underlying series portfolio,
Aggressive Growth Portfolio, and American Express Financial Advisors Inc., a
Delaware Corporation, the placement agent (the "Placement Agent") of units in
the Trust ("Trust Units").
Part One: SERVICES AS PLACEMENT AGENT
(1) Placement Agent will act as placement agent of the Trust 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 Trust Units in a manner which would require the Trust 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 Trust 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 with the Commission under the Investment Company
Act of 1940 with respect to Trust units have been and will be prepared in
conformity with the requirements of the Investment Company Act of 1940 and the
rules and regulations of the Commission.
(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.
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 the Trust's 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 trustees, officers, unitholders 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.
(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 Trust's Board of
Trustees (the "Board").
(7) 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.
(8) 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 of
Trustees 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 of Trustees 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.
IN WITNESS WHEREOF, The parties hereto have executed the foregoing agreement on
the date and year first above written.
GROWTH TRUST
Aggressive Growth Portfolio
By: /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Senior Vice President
