SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 7
File No. 811-7399
WORLD TRUST
(Exact Name of Registrant as Specified in Charter)
IDS Tower 10, Minneapolis, MN 55440-0010
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: 612-671-2772
Eileen J. Newhouse
IDS Tower 10, Minneapolis, MN 55440-0010
(Name and Address of Agent for Service)
<PAGE>
Information about Emerging Markets Portfolio, World Growth Portfolio, World
Income Portfolio and World Technologies Portfolio is incorporated by reference
to Strategist World Fund, Inc. Registration Statement No. 33-63951,
Post-Effective Amendment No. 8, (the Feeder Fund Filing), filed electronically
on or about Dec. 30, 1999. As used in this document "the Portfolio" refers to
each portfolio in the Trust.
PART A
Items 1-3:
Responses to Items 1 through 3 have been omitted pursuant to Paragraph 2(b) of
Section B of the General Instructions to Form N-1A.
Item 4:
Please refer to Part A and Part B of the Feeder Fund Filing.
Item 5:
Response to this item has been omitted pursuant to Form N-1A General
Instructions, Section B, Paragraph 2(b).
Item 6:
Please refer to Part A of the Feeder Fund Filing.
Item 7:
Net asset value (NAV) is the total value of the Portfolio's investments and
other assets less any liabilities. Each unit has a value of $1.00. The Portfolio
is deemed to have outstanding the number of units equal to its NAV and each
unitholder is deemed to hold the number of units equal to its proportionate
investment in the Portfolio. NAV is calculated at the close of business,
normally 3 p.m. Central time, each business day (any day the New York Stock
Exchange is open).
Redemptions are processed on any date on which the Portfolio is open for
business and are effected at the Portfolio's net asset value next determined
after the Portfolio receives a redemption request in good form.
Payment for redeemed units will be made promptly, but in no event later than
seven days after receipt of the redemption request in good form. However, the
right of redemption may be suspended or the date of payment postponed in
accordance with the rules under the 1940 Act. The Portfolio reserves the right
upon 30-days' written notice to redeem, at net asset value, the units of any
unitholder whose account has a value of less than $1,000,000 as a result of
voluntary redemptions. Redemptions are taxable events, and the amount received
upon redemption may be more or less than the amount paid for the units depending
upon the fluctuations in the market value of the assets owned by the Portfolio.
The Portfolio's units are not registered under the 1933 Act and may not be sold
publicly. Instead, units are offered pursuant to exemptions from the 1933 Act in
private transactions.
Units are offered only to other investment companies and certain institutional
investors. All units are sold without a sales charge. All investments in the
Portfolio are credited to the unitholder's account in the form of full and
fractional units of the Portfolio (rounded to the nearest 1/1000 of a unit). The
Portfolio does not issue stock certificates.
<PAGE>
The minimum initial investment is $5,000,000 with no minimum on subsequent
investments.
The Portfolio is identified as a partnership for tax purposes and is not subject
to any federal income tax. However, each unitholder in the Portfolio is taxable
on its share (as determined in accordance with the governing instruments of the
Trust) of the Portfolio's ordinary income and capital gain pursuant to the rules
governing the unitholders. The determination of each unitholder's share will be
made in accordance with the Internal Revenue Code of 1986, as amended (the
Code), regulations promulgated thereunder and the Declaration of Trust.
It is intended that the Portfolio's assets, income and distributions will be
managed to satisfy the requirements of Subchapter M of the Code assuming that a
unitholder invests all its assets in the Portfolio.
There are tax issues that are relevant to unitholders who purchase units with
assets rather than cash. Such purchases will not be taxable provided certain
requirements are met. Unitholders are advised to consult their own tax advisors
about the tax consequences of investing in the Portfolio.
Please also refer to the response given to Items 8 and 18.
Item 8:
Not applicable
Item 9:
Response to this item has been omitted pursuant to Form N-1A General
Instructions Section B, paragraph 2(b).
<PAGE>
PART B
Item 10:
Units in the Portfolio are issued solely in private placement transactions that
do not involve any public offering within the meaning of Section 4(2) of the
Securities Act of 1933, as amended (the 1933 Act). Investments in the Portfolio
may be made only by investment companies, common or commingled trust funds or
similar organizations or entities that are accredited investors within the
meaning of Regulation D under the 1933 Act. This Registration Statement does not
constitute an offer to sell, or the solicitation of an offer to buy, any
security within the meaning of the 1933 Act. Organizations or entities that
become holders of units of beneficial interest of the Trust are referred to as
unitholders.
Item 11:
World Trust (the Trust) is an open-end management investment company organized
as a Massachusetts business trust on Oct. 2, 1995. The Trust consists of four
series: Emerging Markets Portfolio, World Growth Portfolio, World Income
Portfolio and World Technologies Portfolio.
Item 12:
Please refer to Part B of the Feeder Fund Filing and the response given to Item
11.
Item 13:
The Trust has a board of trustees (the board) that has primary responsibility
for the overall management of the Trust. It elects officers and retains service
providers to carry out day-to-day operations.
Please refer to Part B of the Feeder Fund Filing.
<PAGE>
Item 14:
<TABLE>
<CAPTION>
As of 30 days prior to the date of this filing, the following entities held more
than 5% of the outstanding units of the Portfolios:
<S> <C> <C>
- ------------------------------------- ----------------------------------- -----------------------------------
Portfolio Unitholder Percentage of ownership
- ------------------------------------- ----------------------------------- -----------------------------------
- ------------------------------------- ----------------------------------- -----------------------------------
Emerging Markets AXP Emerging Markets Fund 99.83
- ------------------------------------- ----------------------------------- -----------------------------------
- ------------------------------------- ----------------------------------- -----------------------------------
World Growth AXP Global Growth Fund 99.95
- ------------------------------------- ----------------------------------- -----------------------------------
- ------------------------------------- ----------------------------------- -----------------------------------
World Income AXP Global Bond Fund 99.92
- ------------------------------------- ----------------------------------- -----------------------------------
- ------------------------------------- ----------------------------------- -----------------------------------
World Technologies AXP Innovations Fund 87.52
- ------------------------------------- ----------------------------------- -----------------------------------
</TABLE>
Item 15:
Please refer to Part B of the Feeder Fund Filing.
Transfer Agency and Administrative Services Agreement
The Trust, on behalf of the Portfolio, has a Transfer Agency and Administrative
Services Agreement with American Express Client Service Corporation. This
Agreement governs the responsibility for administering and/or performing
transfer agent functions, for acting as service agent in connection with
dividend and distribution functions and for performing unitholder account
administration agent functions in connection with the issuance, exchange and
redemption or repurchase of the Portfolio's units. The fee is determined by
multiplying the number of unitholder accounts at the end of the day by a rate of
$1 per year and dividing by the number of days in that year.
Placement Agent Agreement
American Express Financial Advisors Inc. (the Placement Agent), a wholly-owned
subsidiary of the Advisor, serves as the Placement Agent for the Trust. The
Placement Agent is located at IDS Tower 10, Minneapolis, MN 55440-0010
Custodian
American Express Trust Company (Custodian) serves as custodian for the Trust.
The Custodian is located at 1200 Northstar Center West, 625 Marquette Ave.,
Minneapolis, MN 55402-2307. The Custodian is permitted to deposit some or all of
its securities in central depository systems as allowed by federal law. For its
services, the Portfolio pays the custodian a maintenance charge and a charge per
transaction in addition to reimbursing the custodian's out-of-pocket expenses.
Item 16:
Please refer to Part B of the Feeder Fund Filing.
Item 17:
The Declaration of Trust authorizes the issuance of units of beneficial interest
in the Trust without par value. Each unit of the Portfolio has one vote and
shares equally in dividends and distributions, when and if declared by the
board, and in the Portfolio's net assets upon liquidation. All units, when
issued, are fully paid and non-assessable. There are no preemptive, conversion
or exchange rights.
The board may classify or reclassify any unissued units of the Trust into units
of any series by setting or changing in any one or more respect, from time to
time, prior to the issuance of such units, the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends, or
qualifications, of such units. Any such classification or reclassification will
comply with the provisions of the 1940 Act.
<PAGE>
The overall management of the business of the Portfolio is vested with the board
members. The board members approve all significant agreements between the
Portfolio and persons or companies furnishing services to the Portfolio. The
day-to-day operations of the Portfolio are delegated to the officers of the
Trust subject to the investment objective and policies of the Portfolio, the
general supervision of the board members and the applicable laws of the
Commonwealth of Massachusetts.
Generally, there will not be annual meetings of unitholders. Unitholders may
remove board members from office by votes cast at a meeting of unitholders or by
written consent.
Under Massachusetts law, unitholders could, under certain circumstances, be held
liable for the obligations of the Trust. However, the Declaration of Trust
disclaims unitholder liability for acts or obligations of the Trust and requires
that notice of such disclaimer be given in each agreement, obligation or
instrument entered into or executed by the Trust. The Declaration of Trust
provides for indemnification out of the Trust property for all loss and expense
of any unitholder of the Trust held liable on account of being or having been a
unitholder. Thus, the risk of a unitholder incurring financial loss on account
of unitholder liability is limited to circumstances in which the Trust would be
unable to meet its obligations wherein the complaining party was held not to be
bound by the disclaimer.
The Declaration of Trust further provides that the board members will not be
liable for errors of judgment or mistakes of fact or law. However, nothing in
the Declaration of Trust protects a board member against any liability to which
the board member would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties involving the
conduct of his or her office. The Declaration of Trust provides for
indemnification by the Trust of the board members and officers of the Trust
except with respect to any matter as to which any such person did not act in
good faith in the reasonable belief that his or her action was in or not opposed
to the best interests of the Trust. Such person may not be indemnified against
any liability to the Trust or the Trust unitholders to which he or she would
otherwise be subjected by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office. The Declaration of Trust also authorizes the purchase of liability
insurance on behalf of board members and officers.
Item 18:.
The information in response to this item is provided in addition to information
provided in Item 7 in Part A.
Redeeming Units
Unitholders have a right to redeem units at any time.
During an emergency, the board can suspend the computation of net asset value,
stop accepting payments for purchase of units or suspend the duty of the
Portfolio to redeem units for more than seven days.
Such emergency situations would occur if:
`The New York Stock Exchange closes for reasons other than the usual weekend and
holiday closings or trading on the Exchange is restricted, or
`Disposal of the Portfolio's securities is not reasonably practicable or it is
not reasonably practicable for the Portfolio to determine the fair value of its
net assets, or
`The SEC, under the provisions of the 1940 Act, as amended, declares a period of
emergency to exist.
Should the Portfolio stop selling units, the board members may make a deduction
from the value of the assets held by the Portfolio to cover the cost of future
liquidations of the assets so as to distribute fairly these costs among all
unitholders.
<PAGE>
Redemptions by the portfolio
The Portfolio reserves the right to redeem, involuntarily, the units of any
unitholder whose account has a value of less than a minimum amount but only
where the value of such account has been reduced by voluntary redemption of
units. Until further notice, it is the policy of the Portfolio not to exercise
this right with respect to any unitholder whose account has a value of
$1,000,000 or more. In any event, before the Portfolio redeems such units and
sends the proceeds to the unitholder, it will notify the unitholder that the
value of the units in the account is less than the minimum amount and allow the
unitholder 30 days to make an additional investment in an amount which will
increase the value of the accounts to at least $1,000,000.
Redemptions in kind
The Trust has elected to be governed by Rule 18f-1 under the 1940 Act, which
obligates the Portfolio to redeem units in cash, with respect to any one
unitholder during any 90-day period, up to the lesser of $250,000 or 1% of the
net assets of the Portfolio at the beginning of such period. Although
redemptions in excess of this limitation would normally be paid in cash, the
Portfolio reserves the right to make payments in whole or in part in securities
or other assets in case of an emergency, or if the payment of such redemption in
cash would be detrimental to the existing unitholders of the Trust as determined
by the board. In such circumstances, the securities distributed would be valued
as set forth in Item 7 of Part A. Should the Portfolio distribute securities, a
unitholder may incur brokerage fees or other transaction costs in converting the
securities to cash.
Despite its right to redeem units through a redemption-in-kind, the Portfolio
does not expect to exercise this option unless that Portfolio has an unusually
low level of cash to meet redemptions and/or is experiencing unusually strong
demands for cash.
Valuing portfolio interests
The number of units held by each unitholder is equal to the value in dollars of
that unitholder's interest in the Portfolio. The dollar value of a unitholder's
interest in the Portfolio is determined by multiplying the unitholder's
proportionate interest by the NAV of that Portfolio.
In determining net assets before unitholder transactions, the securities held by
the Portfolio are valued as follows as of the close of business of the New York
Stock Exchange (the Exchange):
`Securities traded on a securities exchange for which a last-quoted sales price
is readily available are valued at the last-quoted sales price on the exchange
where such security is primarily traded.
`Securities traded on a securities exchange for which a last-quoted sales price
is not readily available are valued at the mean of the closing bid and asked
prices, looking first to the bid and asked prices on the exchange where the
security is primarily traded and, if none exist, to the over-the-counter market.
`Securities included in the NASDAQ National Market System are valued at the
last-quoted sales price in this market.
`Securities included in the NASDAQ National Market System for which a
last-quoted sales price is not readily available, and other securities traded
over-the-counter but not included in the NASDAQ National Market System are
valued at the mean of the closing bid and asked prices.
`Futures and options traded on major exchanges are valued at the last-quoted
sales price on their primary exchange.
<PAGE>
`Foreign securities traded outside the United States are generally valued as of
the time their trading is complete, which is usually different from the close of
the Exchange. Foreign securities quoted in foreign currencies are translated
into U.S. dollars at the current rate of exchange. Occasionally, events
affecting the value of such securities may occur between such times and the
close of the Exchange that will not be reflected in the computation of the
Portfolio's net asset value. If events materially affecting the value of such
securities occur during such period, these securities will be valued at their
fair value according to procedures decided upon in good faith by the board.
`Short-term securities maturing more than 60 days from the valuation date are
valued at the readily available market price or approximate market value based
on current interest rates. Short-term securities maturing in 60 days or less
that originally had maturities of more than 60 days at acquisition date are
valued at amortized cost using the market value on the 61st day before maturity.
Short-term securities maturing in 60 days or less at acquisition date are valued
at amortized cost. Amortized cost is an approximation of market value determined
by systematically increasing the carrying value of a security if acquired at a
discount, or reducing the carrying value if acquired at a premium, so that the
carrying value is equal to maturity value on the maturity date.
`Securities without a readily available market price and other assets are valued
at fair value as determined in good faith by the board. The board is responsible
for selecting methods it believes provide fair value. When possible, bonds are
valued by a pricing service independent from the Portfolio. If a valuation of a
bond is not available from a pricing service, the bond will be valued by a
dealer knowledgeable about the bond if such a dealer is available.
Item 19:
The information in response to this item is provided in Item 7 of Part A.
Item 20:
The information in response to this item is provided in Item 15 of Part B.
Item 21:
Not applicable.
Item 22:
Please refer to the financial statements of the Portfolio in Part B of the
Feeder Fund Filing.
<PAGE>
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) Declaration of Trust, dated Oct.2, 1995 filed electronically on or
about Nov. 1, 1995 as Exhibit 1 to Registrant's initial Registration
Statement No. 811-7399, is incorporated by reference.
(b) By-laws, filed electronically on or about April 18, 1996 as Exhibit 2
to Registrant's Amendment No. 2, are incorporated by reference.
(c)(1) Agreement and Declaration of Unitholders dated May 13, 1996 by the
holders of beneficial interest of World Income Portfolio, is filed
electronically herewith.
(c)(2) Agreement and Declaration of Unitholders dated May 13, 1996 by the
holders of beneficial interest of World Growth Portfolio, is filed
electronically herewith.
(c)(3) Agreement and Declaration of Unitholders dated Nov. 13, 1996 by the
holders of beneficial interest of Emerging Markets Portfolio, is filed
electronically herewith.
(c)(4) Agreement and Declaration of Unitholders dated Nov. 13, 1996 by the
holders of beneficial interest of World Technologies Portfolio, is
filed electronically herewith.
(d)(1) Investment Management Services Agreement between World Trust, on
behalf of World Growth Portfolio and World Income Portfolio, and
American Express Financial Corporation, dated July 1, 1999, is filed
electronically herewith as Exhibit (d)(1).
(d)(2) Investment Management Services Agreement between World Trust, on
behalf of Emerging Markets Portfolio and World Technologies Portfolio,
and American Express Financial Corporation dated July 1, 1999, is
filed electronically herewith as Exhibit (d)(2).
(d)(3) Investment Advisory Agreement between American Express Financial
Corporation and American Express Asset Management International dated
April 9, 1998 is incorporated by reference to Exhibit (d)(3) to
Registrant's Amendment No. 6 filed on or about Dec. 30, 1998.
(e) Underwriting Contracts: omitted pursuant to Form N-1A instructions.
(f) Bonus or Profit Sharing Contracts: Not Applicable.
(g)(1) Custodian Agreement between World Trust on behalf of World Growth
Portfolio and World Income Portfolio and American Express Trust
Company dated May 13, 1996, filed electronically as Exhibit (8)(a) to
Registrant's Amendment No. 4, is incorporated by reference.
(g)(2) Custodian Agreement between World Trust, on behalf of Emerging Markets
Portfolio and World Technologies Portfolio, and American Express Trust
Company dated Nov. 13, 1996, filed electronically as Exhibit (8)(b) to
Registrant's Amendment No. 4, is incorporated by reference.
(g)(3) Custodian Agreement Amendment between Growth and Income Trust and
American Express Trust Company, dated October 9, 1997, filed
electronically on or about November 26, 1997 as Exhibit (8)(c) to
Growth and Income Trust's Amendment No. 4 to Registration Statement
No. 811-7393 is incorporated by reference. Registrant's Custodian
Agreement Amendments differ from the one incorporated by reference
only by the fact that Registrant is one executing party.
<PAGE>
(g)(4) Custodian Agreement dated May 13, 1999 between American Express Trust
Company and the Bank of New York, is incorporated by reference to
Exhibit (g)(3) to IDS Precious Metals Fund, Inc. Post-Effective
Amendment No. 33 to Registration Statement No. 2-93745 filed on or
about May 24, 1999.
(h)(1) Transfer Agency and Administrative Services Agreement between World
Trust, on behalf of Emerging Markets Portfolio, World Growth
Portfolio, World Income Portfolio and World Technologies Portfolio and
American Express Client Service Corporation dated. Jan. 1, 1998 is
incorporated by reference to Exhibit (h)(1) to Registrant's Amendment
No. 6 filed on or about Dec. 30, 1998.
(h)(2) Placement Agent Agreement between World Trust, on behalf of World
Growth Portfolio and World Income Portfolio, and American Express
Financial Corporation dated May 13, 1996, filed electronically as
Exhibit (9)(c) to Registrant's Amendment No. 4, is incorporated by
reference.
(h)(3) Placement Agent Agreement between World Trust, on behalf of Emerging
Markets Portfolio and World Technologies Portfolio, and American
Express Financial Advisors, Inc. dated Nov. 13, 1996, filed
electronically as Exhibit (9)(d) to Registrant's Amendment No. 4, is
incorporated by reference.
(h)(4) Conversion agreement between IDS Global Series, Inc. on behalf of IDS
Global Bond Fund and World Trust dated May 13, 1996, filed
electronically as Exhibit (9)(e) to Registrant's Amendment No. 4, is
incorporated by reference.
(h)(5) Conversion agreement between IDS Global Series, Inc. on behalf of IDS
Global Growth Fund and World Trust dated May 13, 1996, filed
electronically as Exhibit (9)(f) to Registrant's Amendment No. 4, is
incorporated by reference.
(i) Legal Opinion: omitted pursuant to Form N-1A instructions.
(j) Other opinions: omitted pursuant to Form N-1A instructions.
(k) Omitted Financial Statements: omitted pursuant to Form N-1A
instructions.
(l) Subscription Agreement between World Trust and Strategist World Fund,
Inc. dated April 16, 1996, filed electronically as Exhibit 13 to
Registrant's Amendment No. 4, is incorporated by reference.
(m) Rule 12b-1 Plan: Not Applicable.
(n) Financial Data Schedules: Not Applicable.
(o) Rule 18f-3 Plan: Not Applicable.
(p)(1) Trustees' Power of Attorney to sign Amendments to this Registration
Statement, dated January 14, 1999, is filed electronically herewith.
(p)(2) Officers' Power of Attorney, to sign Amendments to this Registration
Statement, dated March 1, 1999, is filed electronically herewith.
<PAGE>
Item 24. Persons Controlled by or Under Common Control with Registrant
None.
Item 25. Indemnification
The Declaration of Trust of the registrant provides that the Trust shall
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that he is or was a trustee, officer, employee or agent of
the Trust, or is or was serving at the request of the Trust as a trustee,
officer, employee or agent of another company, partnership, joint venture, trust
or other enterprise, to any threatened, pending or completed action, suit or
proceeding, wherever brought, and the Trust may purchase liability insurance and
advance legal expenses, all to the fullest extent permitted by the laws of the
State of Massachusetts, as now existing or hereafter amended.
Any indemnification hereunder shall not be exclusive of any other rights of
indemnification to which the trustees, officers, employees or agents might
otherwise be entitled. No indemnification shall be made in violation or the
Investment Company Act of 1940.
<PAGE>
American Express Financial Corporation is the investment advisor of the
Portfolios of the Trust.
<PAGE>
<TABLE>
<CAPTION>
Item 26. Business and Other Connections of Investment Adviser (American Express Financial Corporation)
Directors and officers of American Express Financial Corporation who are
directors and/or officers of one or more other companies:
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
Name and Title Other company(s) Address Title within other
company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Ronald G. Abrahamson, American Express Client IDS Tower 10 Director and Vice President
Vice President Service Corporation Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
Public Employee Payment Director and Vice President
Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Douglas A. Alger, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Peter J. Anderson, Advisory Capital IDS Tower 10 Director
Director and Senior Vice Strategies Group Inc. Minneapolis, MN 55440
President
American Express Asset Director and Chairman of
Management Group Inc. the Board
American Express Asset Director, Chairman of the
Management International, Board and Executive Vice
Inc. President
American Express Financial Senior Vice President
Advisors Inc.
IDS Capital Holdings Inc. Director and President
IDS Futures Corporation Director
NCM Capital Management 2 Mutual Plaza Director
Group, Inc. 501 Willard Street
Durham, NC 27701
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Ward D. Armstrong, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Service Vice President
Corporation
American Express Trust Director and Chairman of
Company the Board
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
John M. Baker, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Trust Senior Vice President
Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Joseph M. Barsky III, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Timothy V. Bechtold, American Centurion Life IDS Tower 10 Director and President
Vice President Assurance Company Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
IDS Life Insurance Company Executive Vice President
IDS Life Insurance Company P.O. Box 5144 Director and President
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
John C. Boeder, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Life Insurance Company P.O. Box 5144 Director
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Douglas W. Brewers, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Karl J. Breyer, American Express Financial IDS Tower 10 Senior Vice President
Director, Corporate Senior Advisors Inc. Minneapolis, MN 55440
Vice President
American Express Financial Director
Advisors Japan Inc.
American Express Minnesota Director
Foundation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Cynthia M. Carlson, American Enterprise IDS Tower 10 Director, President and
Vice President Investment Services Inc. Minneapolis, MN 55440 Chief Executive Officer
American Express Financial Vice President
Advisors Inc.
American Express Service Vice President
Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Mark W. Carter, American Express Financial IDS Tower 10 Senior Vice President and
Director, Senior Vice Advisors Inc. Minneapolis, MN 55440 Chief Marketing Officer
President and Chief Marketing
Officer
IDS Life Insurance Company Executive Vice President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
James E. Choat, American Centurion Life IDS Tower 10 Executive Vice President
Director and Senior Vice Assurance Company Minneapolis, MN 55440
President
American Enterprise Life Director, President and
Insurance Company Chief Executive Officer
American Express Financial Senior Vice President
Advisors Inc.
American Express Insurance Vice President
Agency of Idaho Inc.
American Express Insurance Vice President
Agency of Nevada Inc.
American Express Insurance Vice President
Agency of Oregon Inc.
American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Vice President
Alabama Inc.
IDS Insurance Agency of Vice President
Arkansas Inc.
IDS Insurance Agency of Vice President
Massachusetts Inc.
IDS Insurance Agency of Vice President
New Mexico Inc.
IDS Insurance Agency of Vice President
North Carolina Inc.
IDS Insurance Agency of Vice President
Ohio Inc.
IDS Insurance Agency of Vice President
Wyoming Inc.
IDS Life Insurance Company P.O. Box 5144 Executive Vice President
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Kenneth J. Ciak, AMEX Assurance Company IDS Tower 10 Director and President
Vice President and General Minneapolis, MN 55440
Manager
American Express Financial Vice President and General
Advisors Inc. Manager
IDS Property Casualty 1 WEG Blvd. Director and President
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Paul A. Connolly, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Colleen Curran, American Express Financial IDS Tower 10 Vice President and
Vice President and Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
General Counsel
American Express Service Vice President and Chief
Corporation Legal Counsel
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Luz Maria Davis American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Douglas K. Dunning, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Gordon L. Eid, American Express Financial IDS Tower 10 Senior Vice President,
Director, Senior Vice Advisors Inc. Minneapolis, MN 55440 General Counsel and Chief
President, General Counsel Compliance Officer
and Chief Compliance Officer
American Express Financial Vice President and Chief
Advisors Japan Inc. Compliance Officer
American Express Insurance Director and Vice President
Agency of Arizona Inc.
American Express Insurance Director and Vice President
Agency of Idaho Inc.
American Express Insurance Director and Vice President
Agency of Nevada Inc.
American Express Insurance Director and Vice President
Agency of Oregon Inc.
American Express Property Director and Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Director and Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Director and Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Director and Vice President
Alabama Inc.
IDS Insurance Agency of Director and Vice President
Arkansas Inc.
IDS Insurance Agency of Director and Vice President
Massachusetts Inc.
IDS Insurance Agency of Director and Vice President
New Mexico Inc.
IDS Insurance Agency of Director and Vice President
North Carolina Inc.
IDS Insurance Agency of Director and Vice President
Ohio Inc.
IDS Insurance Agency of Director and Vice President
Wyoming Inc.
IDS Real Estate Services, Vice President
Inc.
Investors Syndicate Director
Development Corp.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Robert M. Elconin, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Life Insurance Company Vice President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Gordon M. Fines, American Express Asset IDS Tower 10 Senior Vice President and
Vice President Management Group Inc. Minneapolis, MN 55440 Chief Investment Officer
American Express Financial Vice President
Advisors Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Douglas L. Forsberg, American Centurion Life IDS Tower 10 Director
Vice President Assurance Company Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
American Express Financial Director, President and
Advisors Japan Inc. Chief Executive Officer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Jeffrey P. Fox, American Enterprise Life IDS Tower 10 Vice President and
Vice President and Corporate Insurance Company Minneapolis, MN 55440 Controller
Controller
American Express Financial Vice President and
Advisors Inc. Corporate Controller
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Harvey Golub, American Express Company American Express Tower Chairman and Chief
Director World Financial Center Executive Officer
New York, NY 10285
American Express Travel Chairman and Chief
Related Services Company, Executive Officer
Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
David A. Hammer, American Express Financial IDS Tower 10 Vice President and
Vice President and Marketing Advisors Inc. Minneapolis, MN 55440 Marketing Controller
Controller
IDS Plan Services of Director and Vice President
California, Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Lorraine R. Hart, AMEX Assurance Company IDS Tower 10 Vice President
Vice President Minneapolis, MN 55440
American Centurion Life Vice President
Assurance Company
American Enterprise Life Vice President
Insurance Company
American Express Financial Vice President
Advisors Inc.
American Partners Life Director and Vice
Insurance Company President
IDS Certificate Company Vice President
IDS Life Insurance Company Vice President
IDS Life Series Fund, Inc. Vice President
IDS Life Variable Annuity Vice President
Funds A and B
Investors Syndicate Director and Vice
Development Corp. President
IDS Life Insurance Company P.O. Box 5144 Vice President
of New York Albany, NY 12205
IDS Property Casualty 1 WEG Blvd. Vice President
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Scott A. Hawkinson, American Express Financial IDS Tower 10 Vice President and
Vice President and Controller Advisors Inc. Minneapolis, MN 55440 Controller
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Janis K. Heaney, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Darryl G. Horsman, American Express Trust IDS Tower 10 Director and President
Vice President Company Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Jeffrey S. Horton, AMEX Assurance Company IDS Tower 10 Vice President, Treasurer
Vice President and Corporate Minneapolis, MN 55440 and Assistant Secretary
Treasurer
American Centurion Life Vice President and
Assurance Company Treasurer
American Enterprise Vice President and
Investment Services Inc. Treasurer
American Enterprise Life Vice President and
Insurance Company Treasurer
American Express Asset Vice President and
Management Group Inc. Treasurer
American Express Asset Vice President and
Management International Treasurer
Inc.
American Express Client Vice President and
Service Corporation Treasurer
American Express Vice President and
Corporation Treasurer
American Express Financial Vice President and
Advisors Inc. Treasurer
American Express Financial Vice President and
Advisors Japan Inc. Treasurer
American Express Insurance Vice President and
Agency of Arizona Inc. Treasurer
American Express Insurance Vice President and
Agency of Idaho Inc. Treasurer
American Express Insurance Vice President and
Agency of Nevada Inc. Treasurer
American Express Insurance Vice President and
Agency of Oregon Inc. Treasurer
American Express Minnesota Vice President and
Foundation Treasurer
American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Kentucky Inc.
American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Maryland Inc.
American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Pennsylvania Inc.
American Partners Life Vice President and
Insurance Company Treasurer
IDS Cable Corporation Director, Vice President
and Treasurer
IDS Cable II Corporation Director, Vice President
and Treasurer
IDS Capital Holdings Inc. Vice President, Treasurer
and Assistant Secretary
IDS Certificate Company Vice President and
Treasurer
IDS Insurance Agency of Vice President and
Alabama Inc. Treasurer
IDS Insurance Agency of Vice President and
Arkansas Inc. Treasurer
IDS Insurance Agency of Vice President and
Massachusetts Inc. Treasurer
IDS Insurance Agency of Vice President and
New Mexico Inc. Treasurer
IDS Insurance Agency of Vice President and
North Carolina Inc. Treasurer
IDS Insurance Agency of Vice President and
Ohio Inc. Treasurer
IDS Insurance Agency of Vice President and
Wyoming Inc. Treasurer
IDS Life Insurance Company Vice President, Treasurer
and Assistant Secretary
IDS Life Insurance Company P.O. Box 5144 Vice President and
of New York Albany, NY 12205 Treasurer
IDS Life Series Fund Inc. Vice President and
Treasurer
IDS Life Variable Annuity Vice President and
Funds A & B Treasurer
IDS Management Corporation Director, Vice President
and Treasurer
IDS Partnership Services Vice President and
Corporation Treasurer
IDS Plan Services of Vice President and
California, Inc. Treasurer
IDS Real Estate Services, Vice President and
Inc. Treasurer
IDS Realty Corporation Vice President and
Treasurer
IDS Sales Support Inc. Vice President and
Treasurer
Investors Syndicate Vice President and
Development Corp. Treasurer
IDS Property Casualty 1 WEG Blvd. Vice President, Treasurer
Insurance Company DePere, WI 54115 and Assistant Secretary
Public Employee Payment Vice President and
Company Treasurer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
David R. Hubers, AMEX Assurance Company IDS Tower 10 Director
Director, President and Chief Minneapolis, MN 55440
Executive Officer
American Express Financial Chairman, President and
Advisors Inc. Chief Executive Officer
American Express Service Director and President
Corporation
IDS Certificate Company Director
IDS Life Insurance Company Director
IDS Plan Services of Director and President
California, Inc.
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Martin G. Hurwitz, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Debra A. Hutchinson American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
James M. Jensen, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Life Insurance Company Vice President
IDS Life Series Fund, Inc. Director
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Marietta L. Johns, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Nancy E. Jones, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Service Vice President
Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Ora J. Kaine, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Linda B. Keene, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
G. Michael Kennedy, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Susan D. Kinder, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Richard W. Kling, AMEX Assurance Company IDS Tower 10 Director
Director and Senior Vice Minneapolis, MN 55440
President
American Centurion Life Director and Chairman of
Assurance Company the Board
American Enterprise Life Director and Chairman of
Insurance Company the Board
American Express Director and President
Corporation
American Express Financial Senior Vice President
Advisors Inc.
American Express Insurance Director and President
Agency of Arizona Inc.
American Express Insurance Director and President
Agency of Idaho Inc.
American Express Insurance Director and President
Agency of Nevada Inc.
American Express Insurance Director and President
Agency of Oregon Inc.
American Express Property Director and President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Director and President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Director and President
Casualty Insurance Agency
of Pennsylvania Inc.
American Express Service Vice President
Corporation
American Partners Life Director and Chairman of
Insurance Company the Board
IDS Certificate Company Director and Chairman of
the Board
IDS Insurance Agency of Director and President
Alabama Inc.
IDS Insurance Agency of Director and President
Arkansas Inc.
IDS Insurance Agency of Director and President
Massachusetts Inc.
IDS Insurance Agency of Director and President
New Mexico Inc.
IDS Insurance Agency of Director and President
North Carolina Inc.
IDS Insurance Agency of Director and President
Ohio Inc.
IDS Insurance Agency of Director and President
Wyoming Inc.
IDS Life Insurance Company Director and President
IDS Life Series Fund, Inc. Director and President
IDS Life Variable Annuity Manager, Chairman of the
Funds A and B Board and President
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
IDS Life Insurance Company P.O. Box 5144 Director and Chairman of
of New York Albany, NY 12205 the Board
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
John M. Knight American Express Financial IDS Tower 10 Vice President
Advisors Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Paul F. Kolkman, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Life Insurance Company Director and Executive
Vice President
IDS Life Series Fund, Inc. Vice President and Chief
Actuary
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Claire Kolmodin, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Steve C. Kumagai, American Express Financial IDS Tower 10 Director and Senior Vice
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440 President
President
Kurt A Larson, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Lori J. Larson, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Daniel E. Laufenberg, American Express Financial IDS Tower 10 Vice President and Chief
Vice President and Chief U.S. Advisors Inc. Minneapolis, MN 55440 U.S. Economist
Economist
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Peter A. Lefferts, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
American Express Trust Director
Company
IDS Plan Services of Director
California, Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Douglas A. Lennick, American Express Financial IDS Tower 10 Director and Executive
Director and Executive Vice Advisors Inc. Minneapolis, MN 55440 Vice President
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Mary J. Malevich, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Fred A. Mandell, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Timothy J. Masek American Express Financial IDS Tower 10 Vice President and
Vice President and Director Advisors Inc. Minneapolis, MN 55440 Director of Global Research
of Global Research
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Sarah A. Mealey, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Paula R. Meyer, American Enterprise Life IDS Tower 10 Vice President
Vice President Insurance Company Minneapolis, MN 55440
American Express Director
Corporation
American Express Financial Vice President
Advisors Inc.
American Partners Life Director and President
Insurance Company
IDS Certificate Company Director and President
IDS Life Insurance Company Director and Executive
Vice President
Investors Syndicate Director, Chairman of the
Development Corporation Board and President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
William P. Miller, Advisory Capital IDS Tower 10 Vice President
Vice President and Senior Strategies Group Inc. Minneapolis, MN 55440
Portfolio Manager
American Express Asset Senior Vice President and
Management Group Inc. Chief Investment Officer
American Express Financial Vice President and Senior
Advisors Inc. Portfolio Manager
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Shashank B. Modak American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Pamela J. Moret, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Trust Vice President
Company
IDS Life Insurance Company Executive Vice President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Barry J. Murphy, American Express Client IDS Tower 10 Director and President
Director and Senior Vice Service Corporation Minneapolis, MN 55440
President
American Express Financial Senior Vice President
Advisors Inc.
IDS Life Insurance Company Director and Executive
Vice President
Mary Owens Neal, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Michael J. O'Keefe, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
James R. Palmer, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Life Insurance Company Vice President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Carla P. Pavone, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Public Employee Payment Director and President
Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Thomas P. Perrine, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Susan B. Plimpton, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Ronald W. Powell, American Express Financial IDS Tower 10 Vice President and
Vice President and Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
General Counsel
IDS Cable Corporation Vice President and
Assistant Secretary
IDS Cable II Corporation Vice President and
Assistant Secretary
IDS Management Corporation Vice President and
Assistant Secretary
IDS Partnership Services Vice President and
Corporation Assistant Secretary
IDS Plan Services of Vice President and
California, Inc. Assistant Secretary
IDS Realty Corporation Vice President and
Assistant Secretary
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
James M. Punch, American Express Financial IDS Tower 10 Vice President and Project
Vice President and Project Advisors Inc. Minneapolis, MN 55440 Manager
Manager
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Frederick C. Quirsfeld, American Express Asset IDS Tower 10 Senior Vice President and
Director and Senior Vice Management Group Inc. Minneapolis, MN 55440 Senior Portfolio Manager
President
American Express Financial Senior Vice President
Advisors Inc.
Rollyn C. Renstrom, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
ReBecca K. Roloff, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Stephen W. Roszell, Advisory Capital IDS Tower 10 Director
Director and Senior Vice Strategies Group Inc. Minneapolis, MN 55440
President
American Express Asset Director, President and
Management Group Inc. Chief Executive Officer
American Express Asset Director
Management International,
Inc.
American Express Asset Director
Management Ltd.
American Express Financial Senior Vice President
Advisors Inc.
American Express Trust Director
Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Erven A. Samsel, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
American Express Insurance Vice President
Agency of Idaho Inc.
American Express Insurance Vice President
Agency of Nevada Inc.
American Express Insurance Vice President
Agency of Oregon Inc.
American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Vice President
Alabama Inc.
IDS Insurance Agency of Vice President
Arkansas Inc.
IDS Insurance Agency of Vice President
Massachusetts Inc.
IDS Insurance Agency of Vice President
New Mexico Inc.
IDS Insurance Agency of Vice President
North Carolina Inc.
IDS Insurance Agency of Vice President
Ohio Inc.
IDS Insurance Agency of Vice President
Wyoming Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Theresa M. Sapp American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Stuart A. Sedlacek, AMEX Assurance Company IDS Tower 10 Director
Director, Senior Vice Minneapolis, MN 55440
President and Chief Financial
Officer
American Enterprise Life Executive Vice President
Insurance Company
American Express Financial Senior Vice President and
Advisors Inc. Chief Financial Officer
American Express Trust Director
Company
American Partners Life Director and Vice President
Insurance Agency
IDS Certificate Company Director and President
IDS Life Insurance Company Executive Vice President
and Controller
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Donald K. Shanks, AMEX Assurance Company IDS Tower 10 Senior Vice President
Vice President Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
IDS Property Casualty 1 WEG Blvd. Senior Vice President
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
F. Dale Simmons, AMEX Assurance Company IDS Tower 10 Vice President
Vice President Minneapolis, MN 55440
American Centurion Life Vice President
Assurance Company
American Enterprise Life Vice President
Insurance
American Express Financial Vice President
Advisors Inc.
American Partners Life Vice President
Insurance Company
IDS Certificate Company Vice President
IDS Life Insurance Company Vice President
IDS Partnership Services Director and Vice President
Corporation
IDS Real Estate Services Chairman of the Board and
Inc. President
IDS Realty Corporation Director and Vice President
IDS Life Insurance Company P.O. Box 5144 Vice President
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Judy P. Skoglund, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Bridget Sperl, American Express Client IDS Tower 10 Vice President
Vice President Service Corporation Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
Public Employee Payment Director and President
Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Lisa A. Steffes, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
William A. Stoltzmann, American Enterprise Life IDS Tower 10 Director, Vice President,
Vice President and Assistant Insurance Company Minneapolis, MN 55440 General Counsel and
General Counsel Secretary
American Express Director, Vice President
Corporation and Secretary
American Express Financial Vice President and
Advisors Inc. Assistant General Counsel
American Partners Life Director, Vice President,
Insurance Company General Counsel and
Secretary
IDS Life Insurance Company Vice President, General
Counsel and Secretary
IDS Life Series Fund Inc. General Counsel and
Assistant Secretary
IDS Life Variable Annuity General Counsel and
Funds A & B Assistant Secretary
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
James J. Strauss, American Express Financial IDS Tower 10 Vice President
Vice President and General Advisors Inc. Minneapolis, MN 55440
Auditor
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Jeffrey J. Stremcha, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Barbara Stroup Stewart, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Keith N. Tufte American Express Financial IDS Tower 10 Vice President and
Vice President and Director Advisors Inc. Minneapolis, MN 55440 Director of Equity Research
of Equity Research
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Norman Weaver Jr., American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
American Express Insurance Vice President
Agency of Arizona Inc.
American Express Insurance Vice President
Agency of Idaho Inc.
American Express Insurance Vice President
Agency of Nevada Inc.
American Express Insurance Vice President
Agency of Oregon Inc.
American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Vice President
Alabama Inc.
IDS Insurance Agency of Vice President
Arkansas Inc.
IDS Insurance Agency of Vice President
Massachusetts Inc.
IDS Insurance Agency of Vice President
New Mexico Inc.
IDS Insurance Agency of Vice President
North Carolina Inc.
IDS Insurance Agency of Vice President
Ohio Inc.
IDS Insurance Agency of Vice President
Wyoming Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Michael L. Weiner, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Capital Holdings Inc. Vice President
IDS Futures Brokerage Group Vice President
IDS Futures Corporation Vice President, Treasurer
and Secretary
IDS Sales Support Inc. Director, Vice President
and Assistant Treasurer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Lawrence J. Welte, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Jeffry F. Welter, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Edwin M. Wistrand, American Express Financial IDS Tower 10 Vice President and
Vice President and Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
General Counsel
American Express Financial Vice President and Chief
Advisors Japan Inc. Legal Officer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Michael D. Wolf, American Express Asset IDS Tower 10 Executive Vice President
Vice President Management Group Inc. Minneapolis, MN 55440 and Senior Portfolio
Manager
American Express Financial Vice President
Advisors Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Michael R. Woodward, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
American Express Insurance Vice President
Agency of Idaho Inc.
American Express Insurance Vice President
Agency of Nevada Inc.
American Express Insurance Vice President
Agency of Oregon Inc.
American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Vice President
Alabama Inc.
IDS Insurance Agency of Vice President
Arkansas Inc.
IDS Insurance Agency of Vice President
Massachusetts Inc.
IDS Insurance Agency of Vice President
New Mexico Inc.
IDS Insurance Agency of Vice President
North Carolina Inc.
IDS Insurance Agency of Vice President
Ohio Inc.
IDS Insurance Agency of Vice President
Wyoming Inc.
IDS Life Insurance Company P.O. Box 5144 Director
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>
Item 27. Principal Underwriters
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
Item 28. Location of Accounts and Records
American Express Financial Corporation
IDS Tower 10
Minneapolis, MN 55440
Item 29. Management Services
Not Applicable.
Item 30. Undertakings
Not Applicable.
<PAGE>
SIGNATURES
Pursuant to the requirement of the Investment Company Act of 1940, the
Registrant 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 27th day of December, 1999.
WORLD TRUST
By /s/ Arne H. Carlson**
Arne H. Carlson, Chief Executive Officer
By /s/ John M. Knight
John M. Knight, Treasurer
Pursuant to the requirements of the Investment Company Act of 1940, this
Amendment to its Registration Statement has been signed below by the following
persons in the capacities indicated on the 27th day of December, 1999.
Signatures Capacity
/s/ H. Brewster Atwater, Jr.* Trustee
H. Brewster Atwater, Jr.
/s/ Arne H. Carlson* Chairman of the Board
Arne H. Carlson
/s/ Lynne V. Cheney* Trustee
Lynne V. Cheney
/s/ William H. Dudley* Trustee
William H. Dudley
/s/ David R. Hubers* Trustee
David R. Hubers
/s/ Heinz F. Hutter* Trustee
Heinz F. Hutter
/s/ Anne P. Jones* Trustee
Anne P. Jones
/s/ William R. Pearce* Trustee
William R. Pearce
/s/ Alan K. Simpson* Trustee
Alan K. Simpson
<PAGE>
Signatures Capacity
/s/ John R. Thomas* Trustee
John R. Thomas
/s/ C. Angus Wurtele* Trustee
C. Angus Wurtele
* Signed pursuant to Trustees' Power of Attorney dated Jan. 14, 1999, filed
electronically herewith as Exhibit (p)(1), by:
/s/ Leslie L. Ogg
Leslie L. Ogg
** Signed pursuant to Officers' Power of Attorney dated March 1, 1999, filed
electronically herewith as Exhibit (p)(2), by:
/s/ Leslie L. Ogg
Leslie L. Ogg
EXHIBIT INDEX
Exhibit (c)(1) Agreement and Declaration of Unitholders, dated May 13, 1996
Exhibit (c)(2) Agreement and Declaration of Unitholders, dated May 13, 1996
Exhibit (c)(3) Agreement and Declaration of Unitholders, dated Nov. 13, 1996
Exhibit (c)(4) Agreement and Declaration of Unitholders, dated Nov. 13, 1996
Exhibit (d)(1) Investment Management Services Agreements, dated July 1, 1999
Exhibit (p)(1) Trustees' Power of Attorney, dated Jan. 14, 1999
Exhibit (p)(2) Officers' Power of Attorney, dated March 1, 1999
WORLD INCOME PORTFOLIO
AGREEMENT AND DECLARATION OF UNITHOLDERS
This AGREEMENT AND DECLARATION OF UNITHOLDERS is made at Minneapolis, Minnesota,
as of this 13th day of May, 1996 by the holders of beneficial interest of World
Income Portfolio, a separate series of World Trust.
WITNESS that
WHEREAS, the Declaration of Trust for World Trust provides for no
restrictions on the transfer of units therein; and
WHEREAS, the holders of units in World Income Portfolio desire to restrict the
transfer of their units in World Income Portfolio;
NOW, THEREFORE, the undersigned hereby declare that they will not transfer any
units in World Income Portfolio held by them without the prior written consent
of the other unitholders holding at least two thirds of the World Income
Portfolio's units outstanding (excluding the units of the holder seeking to
effect the transfer) and that any attempted transfer in violation of this
agreement shall be null and void. This agreement shall not affect the rights of
any unitholder to redeem units in World Income Portfolio as provided for in the
Declaration of Trust. The undersigned also acknowledges that the remedy of
damages for the violation of this agreement would be inadequate and therefore
further agree that this agreement shall be enforceable solely by the remedy of
specific performance.
IDS GLOBAL SERIES, INC.
IDS Global Bond Fund
/s/ Leslie L. Ogg
Leslie L. Ogg
Vice President and General Counsel
STRATEGIST WORLD FUND, INC.
Strategist World Income Fund
/s/ James A. Mitchell
James A. Mitchell
President
WORLD GROWTH PORTFOLIO
AGREEMENT AND DECLARATION OF UNITHOLDERS
This AGREEMENT AND DECLARATION OF UNITHOLDERS is made at Minneapolis, Minnesota,
as of this 13th day of May, 1996 by the holders of beneficial interest of World
Growth Portfolio, a separate series of World Trust.
WITNESS that
WHEREAS, the Declaration of Trust for World Trust provides for no restrictions
on the transfer of units therein; and
WHEREAS, the holders of units in World Growth Portfolio desire to restrict the
transfer of their units in World Growth Portfolio;
NOW, THEREFORE, the undersigned hereby declare that they will not transfer any
units in World Growth Portfolio held by them without the prior written consent
of the other unitholders holding at least two thirds of the World Growth
Portfolio's units outstanding (excluding the units of the holder seeking to
effect the transfer) and that any attempted transfer in violation of this
agreement shall be null and void. This agreement shall not affect the rights of
any unitholder to redeem units in World Growth Portfolio as provided for in the
Declaration of Trust. The undersigned also acknowledges that the remedy of
damages for the violation of this agreement would be inadequate and therefore
further agree that this agreement shall be enforceable solely by the remedy of
specific performance.
IDS GLOBAL SERIES, INC.
IDS Global Growth Fund
/s/ Leslie L. Ogg
Leslie L. Ogg
Vice President and General Counsel
STRATEGIST WORLD FUND, INC.
Strategist World Growth Fund
/s/ James A. Mitchell
James A. Mitchell
President
EMERGING MARKETS PORTFOLIO
AGREEMENT AND DECLARATION OF UNITHOLDERS
This AGREEMENT AND DECLARATION OF UNITHOLDERS is made at Minneapolis, Minnesota,
as of this 13th day of November, 1996 by the holders of beneficial interest of
Emerging Markets Portfolio, a separate series of World Trust.
WITNESS THAT, the Declaration of Trust (the "Declaration of Trust") for World
Trust dated November 13, 1996, on file in the office of the Secretary of State
of the Commonwealth of Massachusetts, provides for no restrictions on the
transfer of units therein; and
WHEREAS, the holders of units in Emerging Markets Portfolio desire to restrict
the transfer of their units in Emerging Markets Portfolio;
NOW, THEREFORE, the undersigned hereby declare that they will not transfer any
units in Emerging Markets Portfolio held by them without the prior written
consent of the other unitholders holding at least two thirds of the Emerging
Markets Portfolio's units outstanding (excluding the units of the holder seeking
to effect the transfer) and that any attempted transfer in violation of this
agreement shall be null and void. This agreement shall not affect the rights of
any unitholder to redeem units in Emerging Markets Portfolio as provided for in
the Declaration of Trust. The undersigned also acknowledge that the remedy of
damages for the violation of this agreement would be inadequate and therefore
further agree that this agreement shall be enforceable solely by the remedy of
specific performance.
IDS GLOBAL SERIES, INC.
IDS Emerging Markets Fund
/s/ Leslie L. Ogg
Leslie L. Ogg
Vice President and General Counsel
STRATEGIST WORLD FUND, INC.
Strategist Emerging Markets Fund
/s/ James A. Mitchell
James A. Mitchell
President
WORLD TECHNOLOGIES PORTFOLIO
AGREEMENT AND DECLARATION OF UNITHOLDERS
This AGREEMENT AND DECLARATION OF UNITHOLDERS is made at Minneapolis, Minnesota,
as of this 13th day of November, 1996 by the holders of beneficial interest of
World Technologies Portfolio, a separate series of World Trust.
WITNESS THAT, the Declaration of Trust (the "Declaration of Trust") for World
Trust dated November 13, 1996, on file in the office of the Secretary of State
of the Commonwealth of Massachusetts, provides for no restrictions on the
transfer of units therein; and
WHEREAS, the holders of units in World Technologies Portfolio desire to restrict
the transfer of their units in World Technologies Portfolio;
NOW, THEREFORE, the undersigned hereby declare that they will not transfer any
units in World Technologies Portfolio held by them without the prior written
consent of the other unitholders holding at least two thirds of the World
Technologies Portfolio's units outstanding (excluding the units of the holder
seeking to effect the transfer) and that any attempted transfer in violation of
this agreement shall be null and void. This agreement shall not affect the
rights of any unitholder to redeem units in World Technologies Portfolio as
provided for in the Declaration of Trust. The undersigned also acknowledge that
the remedy of damages for the violation of this agreement would be inadequate
and therefore further agree that this agreement shall be enforceable solely by
the remedy of specific performance.
IDS GLOBAL SERIES, INC.
IDS Innovations Fund
/s/ Leslie L. Ogg
Leslie L. Ogg
Vice President and General Counsel
STRATEGIST WORLD FUND, INC.
Strategist World Technologies Fund
/s/ James A. Mitchell
James A. Mitchell
President
INVESTMENT MANAGEMENT SERVICES AGREEMENT
AGREEMENT made the 1st day of July, 1999, by and between World Trust (the
"Trust"), a Massachusetts business trust, on behalf of its underlying series
portfolios, World Growth Portfolio and World Income Portfolio (individually, a
"Portfolio" and collectively the "Portfolios"), and American Express Financial
Corporation (the "Advisor"), a Delaware corporation.
Part One: INVESTMENT MANAGEMENT AND OTHER SERVICES
(1) The Trust hereby retains the Advisor, and the Advisor hereby agrees, for
the period of this Agreement and under the terms and conditions
hereinafter set forth, to furnish the Portfolios continuously with
suggested investment planning; to determine, consistent with the
Portfolios' investment objectives and policies, which securities in the
Advisor's discretion shall be purchased, held or sold and to execute or
cause the execution of purchase or sell orders; to prepare and make
available to the Portfolios all necessary research and statistical data
in connection therewith; to furnish services of whatever nature required
in connection with the management of the Portfolios as provided under
this Agreement; and to pay such expenses as may be provided for in Part
Three; subject always to the direction and control of the Board of
Trustees (the "Board"), the Executive Committee and the authorized
officers of the Trust. The Advisor agrees to maintain an adequate
organization of competent persons to provide the services and to perform
the functions herein mentioned. The Advisor agrees to meet with any
persons at such times as the Board deems appropriate for the purpose of
reviewing the Advisor's performance under this Agreement.
(2) The Advisor agrees that the investment planning and investment decisions
will be in accordance with general investment policies of the Portfolios
as disclosed to the Advisor from time to time by the Portfolios and as
set forth in their prospectuses and registration statements filed with
the United States Securities and Exchange Commission (the "SEC").
(3) The Advisor agrees that it will maintain all required records,
memoranda, instructions or authorizations relating to the acquisition or
disposition of securities for the Portfolios.
(4) The Trust agrees that it will furnish to the Advisor any information
that the latter may reasonably request with respect to the services
performed or to be performed by the Advisor under this Agreement.
(5) The Advisor is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the
Portfolios and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed
herein. Subject to prior authorization by the Board of appropriate
policies and procedures, and subject to termination at any time by the
Board, the Advisor may also be authorized to effect individual
securities transactions at commission rates in excess of the minimum
commission rates available, to the extent authorized by law, if the
Advisor determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Advisor's overall responsibilities
with respect to the Portfolios and other funds for which it acts as
investment advisor.
(6) It is understood and agreed that in furnishing the Portfolios with the
services as herein provided, neither the Advisor nor any officer,
director or agent thereof shall be held liable to the Trust, a Portfolio
or its creditors or unitholders for errors of judgment or for anything
except willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or reckless disregard of its obligations and
duties under the terms of this Agreement. It is further understood and
agreed that the Advisor may rely upon information furnished to it
reasonably believed to be accurate and reliable.
<PAGE>
Part Two: COMPENSATION TO INVESTMENT MANAGER
(1) The Trust agrees to pay to the Advisor, on behalf of each Portfolio, and
the Advisor covenants and agrees to accept from each Portfolio in full
payment for the services furnished, a fee composed of an asset charge
for each Portfolio and a performance incentive adjustment for World
Growth Portfolio.
(a) The asset charge
(i) The asset charge for each calendar day of each year shall be
equal to the total of 1/365th (1/366th in each leap year) of
the amount computed in accordance with paragraph (ii) below.
The computation shall be made for each day on the basis of
net assets as of the close of business of the full business
day two (2) business days prior to the day for which the
computation is being made. In the case of the suspension of
the computation of net asset value, the asset charge for
each day during such suspension shall be computed as of the
close of business on the last full business day on which the
net assets were computed. Net assets as of the close of a
full business day shall include all transactions in shares
of the Portfolio recorded on the books of the Portfolio for
that day.
(ii) The asset charge shall be based on the net assets of each
Portfolio as set forth in the following table.
<TABLE>
<CAPTION>
World Growth Portfolio World Income Portfolio
<S> <C> <C> <C> <C>
Assets Annual Rate at Assets Annual Rate at
(Billions) Each Asset Level (Billions) Each Asset Level
First $0.25 0.800% First $0.25 0.770%
Next 0.25 0.775 Next 0.25 0.745
Next 0.25 0.750 Next 0.25 0.720
Next 0.25 0.725 Next 0.25 0.695
Next 1.00 0.700 Over 1.00 0.670
Over 2.00 0.675
</TABLE>
(b) The performance incentive adjustment for World Growth Portfolio
(i) The performance incentive adjustment, determined monthly,
shall be computed by measuring the percentage point
difference between the performance of one Class A share of
the Fund that invests in the Portfolio (the "comparison
fund") and the performance of an (the "Index"). For World
Growth Portfolio, the comparison fund is AXP Global Growth
Fund and the Index is the Lipper Global Fund Index. The
performance of one Class A share of the Fund shall be
measured by computing the percentage difference, carried to
two decimal places, between the opening net asset value of
one share of the Fund and the closing net asset value of
such share as of the last business day of the period
selected for comparison, adjusted for dividends or capital
gain distributions treated as reinvested at the end of the
month during which the distribution was made but without
adjustment for expenses related to a particular class of
shares. The performance of the Index will then be
established by measuring the percentage difference, carried
to two decimal places, between the beginning and ending
Index for the comparison period, with dividends or capital
gain distributions on the securities which comprise the
Index being treated as reinvested at the end of the month
during which the distribution was made.
(ii) In computing the adjustment, one percentage point shall be
deducted from the difference, as determined in (b) (i)
above. The result shall be converted to a decimal value
(e.g., 2.38% to 0.0238), multiplied by .01 and then
multiplied by the Fund's average net assets for the
comparison period. This product next shall be divided by 12
to put the adjustment on a monthly basis. Where the
performance of the Fund exceeds the Index, the amount so
determined shall be an increase in fees as computed under
paragraph (a). Where Fund performance is exceeded by the
Index, the amount so determined shall be a decrease in such
fees. The percentage point difference between the
performance of the Fund and that of the Index, as determined
above, is limited to a maximum of 0.0012 per year.
(iii)The 12 month comparison period will roll over with each
succeeding month, so that it always equals 12 months, ending
with the month for which the performance adjustment is being
computed.
(iv) If the Index ceases to be published for a period of more
than 90 days, changes in any material respect or otherwise
becomes impracticable to use for purposes of the adjustment,
no adjustment will be made under this paragraph (b) until
such time as the Board approves a substitute index.
(2) The fee shall be paid on a monthly basis and, in the event of the
termination of this Agreement, the fee accrued shall be prorated on the
basis of the number of days that this Agreement is in effect during the
month with respect to which such payment is made.
(3) The fee provided for hereunder shall be paid in cash by the Portfolios
to the Advisor within five business days after the last day of each
month.
Part Three: ALLOCATION OF EXPENSES
(1) The Trust agrees to pay:
(a) Fees payable to the Advisor for its services under the terms
of this Agreement.
(b) Taxes.
(c) Brokerage commissions and charges in connection with the
purchase and sale of assets.
(d) Custodian fees and charges.
(e) Fees and charges of its independent certified public
accountants for services the Trust or Portfolios request.
(f) Premium on the bond required by Rule 17g-1 under the
Investment Company Act of 1940.
(g) Fees and expenses of attorneys (i) it employs in matters not
involving the assertion of a claim by a third party against
the Trust, its trustees and officers, (ii) it employs in
conjunction with a claim asserted by the Board against the
Advisor except that the Advisor shall reimburse the Trust
for such fees and expenses if it is ultimately determined by
a court of competent jurisdiction, or the Advisor agrees,
that it is liable in whole or in part to the Trust, and
(iii) it employs to assert a claim against a third party.
(h) Fees paid for the qualification and registration for public
sale of the securities of the Portfolios under the laws of
the United States and of the several states in which such
securities shall be offered for sale.
(i) Fees of consultants employed by the Trust or Portfolios.
(j) Trustees, officers and employees expenses which shall
include fees, salaries, memberships, dues, travel, seminars,
pension, profit sharing, and all other benefits paid to or
provided for trustees, officers and employees, trustees and
officers liability insurance, errors and omissions liability
insurance, worker's compensation insurance and other
expenses applicable to the trustees, officers and employees,
except the Trust will not pay any fees or expenses of any
person who is an officer or employee of the Advisor or its
affiliates.
(k) Filing fees and charges incurred by the Trust in connection
with filing any amendment to its agreement or declaration of
Trust, or incurred in filing any other document with the
State of Massachusetts or its political subdivisions.
(l) Organizational expenses of the Trust.
(m) Expenses incurred in connection with lending portfolio
securities of the Portfolios.
(n) Expenses properly payable by the Trust or Portfolios,
approved by the Board.
(2) The Advisor agrees to pay all expenses associated with the services it
provides under the terms of this Agreement.
Part Four: MISCELLANEOUS
(1) The Advisor 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 or Portfolios.
(2) A "full business day" shall be as defined in the By-laws.
(3) The Trust and each Portfolio recognize that the Advisor now renders and
may continue to render investment advice and other services to other
investment companies and persons which may or may not have investment
policies and investments similar to those of the Portfolios and that the
Advisor manages its own investments and/or those of its subsidiaries.
The Advisor shall be free to render such investment advice and other
services and the Trust and each Portfolio hereby consent thereto.
(4) Neither this Agreement nor any transaction made 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
Advisor or any successor or assignee thereof, as directors, officers,
stockholders or otherwise; that directors, officers, stockholders or
agents of the Advisor are or may be interested in the Trust or
Portfolios as trustees, officers, unitholders, or otherwise; or that the
Advisor or any successor or assignee, is or may be interested in the
Portfolios as unitholder or otherwise, provided, however, that neither
the Advisor nor any officer, trustee or employee thereof or of the
Trust, shall sell to or buy from the Portfolios any property or security
other than units issued by the Portfolios, except in accordance with
applicable regulations or orders of the SEC.
<PAGE>
(5) Any notice under this Agreement shall be given in writing, addressed,
and delivered, or mailed postpaid, to the party to this Agreement
entitled to receive such, at such party's principal place of business in
Minneapolis, Minnesota, or to such other address as either party may
designate in writing mailed to the other.
(6) The Advisor agrees that no officer, director or employee of the Advisor
will deal for or on behalf of the Trust or Portfolios with himself as
principal or agent, or with any corporation or partnership in which he
may have a financial interest, except that this shall not prohibit:
(a) Officers, directors or employees of the Advisor from having
a financial interest in the Portfolios or in the Advisor.
(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 Advisor 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 Portfolios by a broker-dealer
affiliate of the Advisor as may be allowed by rule or order
of the SEC, and if made pursuant to procedures adopted by
the Board.
(7) The Advisor agrees that, except as herein otherwise expressly provided
or as may be permitted consistent with the use of a broker-dealer
affiliate of the Advisor 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 shares issued by the Portfolios) or other assets by
or for the Trust or Portfolios.
Part Five: RENEWAL AND TERMINATION
(1) This Agreement shall continue in effect for each Portfolio until June
30, 2001, or until a new agreement is approved by a vote of the majority
of the outstanding units of each Portfolio and by vote of the Trust's
Board, including the vote required by (b) of this paragraph, and if no
new agreement is so approved, this Agreement shall continue from year to
year thereafter unless and until terminated by either party as
hereinafter provided, except that such continuance shall be specifically
approved at least annually (a) by the Board or by a vote of the majority
of the outstanding units of the relevant Portfolios and (b) by the vote
of a majority of the 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. As used in this paragraph,
the term "interested person" shall have the same meaning as set forth in
the Investment Company Act of 1940, as amended (the "1940 Act").
(2) This Agreement may be terminated by either the Trust on behalf of a
Portfolio or the Advisor at any time by giving the other party 60 days'
written notice of such intention to terminate, provided that any
termination shall be made without the payment of any penalty, and
provided further that termination may be effected either by the Board or
by a vote of the majority of the outstanding voting units of the
Portfolio. The vote of the majority of the outstanding voting units of a
Portfolio for the purpose of this Part Five shall be the vote at a
unitholders' regular meeting, or a special meeting duly called for the
purpose, of 67% or more of the Portfolio's shares present at such
meeting if the holders of more than 50% of the outstanding voting units
are present or represented by proxy, or more than 50% of the outstanding
voting units of the Portfolio, whichever is less.
(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 1940 Act.
IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as
of the day and year first above written.
WORLD TRUST
World Growth Portfolio
World Income Portfolio
By: /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Pamela J. Moret
Pamela J. Moret
Vice President
TRUSTEES' POWER OF ATTORNEY
City of Minneapolis
State of Minnesota
Each of the undersigned, as trustees of the below listed open-end, diversified
investment companies that previously have filed registration statements and
amendments thereto pursuant to the requirements of the Investment Company Act of
1940 with the Securities and Exchange Commission:
1940 Act
Reg. Number
Growth Trust 811-07395
Growth and Income Trust 811-07393
Income Trust 811-07307
Tax-Free Income Trust 811-07397
World Trust 811-07399
hereby constitutes and appoints William R. Pearce, Arne H. Carlson and Leslie L.
Ogg or either one of them, as her or his attorney-in-fact and agent, to sign for
her or him in her or his name, place and stead any and all further amendments to
said registration statements filed pursuant to said Act and any rules and
regulations thereunder, and to file such amendments with all exhibits thereto
and other documents in connection therewith with the Securities and Exchange
Commission, granting to either of them the full power and authority to do and
perform each and every act required and necessary to be done in connection
therewith.
Dated the 14th day of January, 1999.
/s/ H. Brewster Atwater, Jr. /s/ William R. Pearce
H. Brewster Atwater, Jr. William R. Pearce
/s/ Arne H. Carlson /s/ Alan K. Simpson
Arne H. Carlson Alan K. Simpson
/s/ Lynne V. Cheney /s/ Edson W. Spencer
Lynne V. Cheney Edson W. Spencer
/s/ William H. Dudley /s/ John R. Thomas
William H. Dudley John R. Thomas
/s/ David R. Hubers /s/ Wheelock Whitney
David R. Hubers Wheelock Whitney
/s/ Heinz F. Hutter /s/ C. Angus Wurtele
Heinz F. Hutter C. Angus Wurtele
/s/ Anne P. Jones
Anne P. Jones
OFFICERS' POWER OF ATTORNEY
City of Minneapolis
State of Minnesota
Each of the undersigned, as officers of the below listed open-end, diversified
investment companies that previously have filed registration statements and
amendments thereto pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940 with the Securities and Exchange
Commission:
1940 Act
Reg. Number
Growth Trust 811-07395
Growth and Income Trust 811-07393
Income Trust 811-07307
Tax-Free Income Trust 811-07397
World Trust 811-07399
hereby constitutes and appoints the other as his attorney-in-fact and agent, to
sign for him in his name, place and stead any and all further amendments to said
registration statements filed pursuant to said Acts and any rules and
regulations thereunder, and to file such amendments with all exhibits thereto
and other documents in connection therewith with the Securities and Exchange
Commission, granting to either of them the full power and authority to do and
perform each and every act required and necessary to be done in connection
therewith.
Dated the 1st day of March, 1999.
/s/ Arne H. Carlson /s/ Leslie L. Ogg
Arne H. Carlson Leslie L. Ogg
/s/ John R. Thomas /s/ Peter J. Anderson
John R. Thomas Peter J. Anderson
/s/ Frederick C. Quirsfeld /s/ John M. Knight
Frederick C. Quirsfeld John M. Knight
