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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 (individually a "Portfolio" and collectively
"Portfolios"); and American Express Financial Advisors Inc., a
Delaware corporation, the placement agent (the "Placement Agent").
Part One: SERVICES AS PLACEMENT AGENT
(1) The Placement Agent will act as placement agent of the
units of the Portfolios (which units will be 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
Portfolio's units (including each class thereof) 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 Portfolios to
accept any offer to purchase any units; all offers are subject to
approval by the Board of Trustees of the Trust (the "Board").
(4) The Trust represents to the Placement Agent that all
registration statements filed 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, the Portfolios 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
Portfolios, 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 Portfolios.
(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 or the
Portfolios 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 Portfolios
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 United States Securities and Exchange Commission ("SEC").
(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 or the Portfolios 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, the Portfolios or in
the Placement Agent.
(b) The purchase of securities for the Portfolios, or the
sale of securities owned by the Portfolios, 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 Portfolios or the Trust by a
broker-dealer affiliate of the Placement Agent if allowed by rule
or order of the SEC 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 Portfolios) or other assets by or
for the Portfolios.
(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, 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.
Part Five: TERMINATION
(1) This agreement shall continue from year to year unless and
until terminated by the Placement Agent or the Trust (on behalf of
one or more of the Portfolios), 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 respective Portfolio. 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
