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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 4
File No. 811-7395
GROWTH 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
Leslie L. Ogg
901 S. Marquette Avenue, Suite 2810 Minneapolis, MN 55402-3268
(Name and Address of Agent for Service)
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Information about Growth Portfolio, Growth Trends Portfolio and Aggressive
Growth Portfolio is incorporated herein by reference from Strategist Growth
Fund, Inc., Registration Statement No. 33-63905, Post-Effective Amendment No. 5
(the Feeder Fund Filing), filed electronically on or about Sept. 25, 1997.
PART A
Item 1-3: Responses to Items 1 through 3 have been omitted pursuant to Paragraph
4 of Instruction F of the General Instructions to Form N-1A.
Item 4: General Description of Registrant.
Growth Trust (the Trust) is an open-end management investment company organized
as a Massachusetts business trust on Oct. 2, 1995. The Trust consists of three
series: Growth Portfolio, Growth Trends Portfolio and Aggressive Growth
Portfolio. As used in this document, "the Portfolio" refers to each Portfolio in
the Trust. The Portfolio issues units of beneficial interest without any sales
charge. 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.
Goals and types of Portfolio investments and their risks
The section entitled "Goals and types of Fund investments and their risks" in
Part A of the Feeder Fund Filing is incorporated herein by reference.
Investment policies and risks
The section entitled "Investment policies and risks" in Part A of the Feeder
Fund Filing is incorporated herein by reference.
Item 5: Management of the Fund.
The Board
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.
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The Advisor
The sections entitled "Manager and distributor," "Investment manager" and "About
the Advisor" in Part A of the Feeder Fund Filing are incorporated herein by
reference.
The Advisor also has been retained to provide transfer agent services (handling
unitholder accounts) and administrative services.
Portfolio managers
The section entitled "Portfolio managers" in Part A of the Feeder Fund Filing is
incorporated herein by reference.
Item 5A: Response to Item 5A has been omitted pursuant to Paragraph 4 of
Instruction F of the General Instructions to Form N-1A.
Item 6: Capital Stock and Other Securities.
The Trust is an open-end, management investment company organized as a
Massachusetts business trust on Oct. 2, 1995 and is registered under the
Investment Company Act of 1940, as amended (the 1940 Act). The Trust is
authorized to issue an unlimited number of units of beneficial interest. Each
unit of the Trust has one vote, and, when issued, is fully paid, non-assessable,
and redeemable. Units have cumulative voting rights when electing trustees.
Currently, the Trust has three series of units. The assets and liabilities of
each series are separate and distinct from any other series. Additional series
may be added in the future by the board.
A unitholder's interest in the Trust cannot be transferred, but the unitholder
may withdraw all or any portion of its investment at any time at net asset
value. Under the terms of the Declaration of Trust on file with the Secretary of
State of the Commonwealth of Massachusetts, all persons having any claim against
the Trust or the Portfolio shall look only to the assets of the Trust or that
particular Portfolio for payment and no unitholder, trustee, officer or agent
shall be held personally liable.
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.
The Portfolio's taxable year-end is July 31. 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.
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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.
Item 7: Purchase of Securities Being Offered.
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.
The minimum initial investment is $5,000,000 with no minimum on subsequent
investments.
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).
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.
Item 8: Redemption or Repurchase.
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.
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Item 9: Pending Legal Proceedings.
Not applicable.
PART B
Item 10: Cover Page.
Not applicable.
Item 11: Table of Contents.
Not applicable.
Item 12: General Information and History.
Not applicable.
Item 13: Investment Objectives and Policies.
Please refer to Item 4 of Part A for the objectives of the Portfolio.
The section entitled "Additional Investment Policies" and the portfolio turnover
rate information in the last paragraph of the section entitled "Security
Transactions" in Part B of the Feeder Fund Filing are incorporated herein by
reference.
Item 14: Management of the Fund.
The board members and officers information in the section entitled "Board
Members and Officers" in Part B of the Feeder Fund Filing is incorporated herein
by reference.
Item 15: Control Persons and Principal Holder of Securities.
As of July 31, 1997, the following entities held more than 5% of the outstanding
units of the Portfolios:
<TABLE>
<CAPTION>
Portfolio Unitholder Percentage of ownership
- ----------------------------------- ----------------------------------- ------------------------------------
<S> <C> <C>
Growth IDS Growth Fund 99.43%
Growth Trends IDS New Dimensions Fund 99.85%
Aggressive Growth IDS Research Opportunities Fund 99.57%
</TABLE>
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Item 16: Investment Advisory and Other Services.
Agreements
Investment Management Services Agreement
The "Investment Management Services Agreement" subsection of the section
entitled "Agreements" in Part B of the Feeder Fund Filing is incorporated herein
by reference.
Transfer Agency and Administration Agreement
The Trust, on behalf of the Portfolio, has a Transfer Agency and Administration
Agreement with the Advisor. 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 Agency Agreement
Pursuant to a Placement Agency Agreement, American Express Financial Advisors
Inc. acts as placement agent of the units of the Trust.
Custodian
The "Custodian Agreement" subsection of the section entitled "Agreements" in
Part B of the Feeder Fund Filing is incorporated herein by reference.
Item 17: Brokerage Allocations and Other Practices.
Security transactions
All paragraphs except the last paragraph in the section entitled "Security
Transactions" in Part B of the Feeder Fund Filing are incorporated herein by
reference.
Brokerage commissions paid to brokers affiliated with the Advisor
The section entitled "Brokerage Commissions Paid to Brokers Affiliated with the
Advisor" in Part B of the Feeder Fund Filing is incorporated herein by
reference.
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Item 18: Capital Stock and Other Securities.
The information in response to this item is provided in addition to information
provided in Item 6 of Part A.
The Declaration of Trust dated Oct. 2, 1995, a copy of which is on file in the
office of the Secretary of the Commonwealth of Massachusetts, authorizes the
issuance of units of beneficial interest in the Trust without par value. Each
unit of a Portfolio has one vote and shares equally in dividends and
distributions, when and if declared by the board, and in each 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.
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
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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 19: Purchase, Redemption and Pricing of Securities Being Offered.
The information in response to this item is provided in addition to information
provided in Items 7 and 8 in Part A.
Redeeming units
Unitholders have a right to redeem units at any time. For an explanation of
redemption procedures, please see Item 8 in Part A.
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.
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
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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 8 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 net asset value 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, except bonds other than convertibles, 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.
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'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.
'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, bonds other than
convertibles 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.
The Exchange, American Express Financial Advisors Inc. and the Portfolio will be
closed on the following holidays: New Year's Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.
Item 20: Tax Status.
The information in response to this item is provided in Item 6 of Part A.
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Item 21: Underwriters.
The information in response to this item is provided in Item 7 of Part A and
Item 16 of Part B.
Item 22: Calculation of Performance Data.
Not applicable.
Item 23: Financial Statements.
The financial statements of Growth Portfolio, Growth Trends Portfolio and
Aggressive Growth Portfolio in Part B of the Feeder Fund Filing are incorporated
herein by reference.
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PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) FINANCIAL STATEMENTS:
The financial statements of Growth Portfolio, Growth Trends Portfolio and
Aggressive Growth Portfolio in Part B of the Feeder Fund Filing are incorporated
herein by reference.
(b) EXHIBITS:
1. Declaration of Trust, filed electronically on or about November 1,
1995 as Exhibit 1 to Registrant's initial Registration Statement
No. 811-7395, is incorporated herein by reference.
2. Form of By-laws, filed electronically on or about April 18, 1996 as
Exhibit 2 to Registrant's Amendment No. 1, is incorporated herein by
reference.
3. Not Applicable.
4. Not Applicable.
5(a). Copy of Investment Management Services Agreement between Growth
Trust, on behalf of Growth Portfolio and Growth Trends Portfolio,
and American Express Financial Corporation, dated May 13, 1996, is
filed electronically herewith.
5(b). Copy of Investment Management Services Agreement between Growth Trust,
on behalf of Aggressive Growth Portfolio, and American Express
Financial Corporation, dated August 19, 1996, is filed electronically
herewith.
6. Not Applicable.
7. Not Applicable.
8(a). Copy of Custodian Agreement between Registrant, on behalf of Growth
Portfolio and Growth Trends Portfolio, and American Express Trust
Company, dated May 13, 1996, is filed electronically herewith.
8(b). Copy of Custodian Agreement between Growth Trust, on behalf of
Aggressive Growth Portfolio, and American Express Trust Company, dated
August 19, 1996, is filed electronically herewith.
8(c). Copy of Custody Agreement between Morgan Stanley Trust Company and
IDS Bank and Trust, dated May, 1993, filed electronically on or about
Sept. 27, 1996 as Exhibit 8(c) to Registrant's Amendment No. 3, is
incorporated herein by reference.
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9(a). Copy of Transfer Agency and Administration Agreement between Growth
Trust, on behalf of Growth Portfolio and Growth Trends Portfolio,
and American Express Financial Corporation, dated May 13, 1996, is
filed electronically herewith.
9(b). Copy of Transfer Agency and Administration Agreement between Growth
Trust, on behalf of Aggressive Growth Portfolio, and American
Express Financial Corporation, dated August 19, 1996, is filed
electronically herewith.
9(c). Copy of Placement Agency Agreement between Growth Trust, on behalf of
Growth Portfolio and Growth Trends Portfolio, and American Express
Financial Advisors Inc., dated May 13, 1996, is filed electronically
herewith.
9(d). Copy of Placement Agency Agreement between Growth Trust, on behalf of
Aggressive Growth Portfolio, and American Express Financial Advisors
Inc., dated August 19, 1996, is filed electronically herewith.
10. Not Applicable.
11. Not Applicable.
12. Not Applicable.
13. Not Applicable.
14. Not Applicable.
15. Not Applicable.
16. Not Applicable.
17. Financial Data Schedules are filed electronically herewith.
18. Not Applicable.
19(a) Trustees' Power of Attorney to sign Amendments to this Registration
Statement, dated January 8, 1997, is filed electronically herewith.
19(b) Officers' Power of Attorney to sign Amendments to this Registration
Statement, dated April 11, 1996, filed electronically on or about April
18, 1996 as Exhibit 19(b) to Registrant's Amendment No. 1, is
incorporated herein by reference.
Item 25. Persons Controlled by or Under Common Control with Registrant
None.
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Item 26. Number of Holders of Securities
(1) (2)
Title of Class Number of Record Holders
Units of as of Sept. 24, 1997
Beneficial Interest
Growth Portfolio 2
Growth Trends Portfolio 2
Aggressive Growth Portfolio 2
Item 27. 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.
The Declaration of Trust is incorporated herein by reference to Registrant's
initial Registration Statement No. 811-7395.
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PAGE 1
American Express Financial Corporation is the investment advisor of
the Portfolios of the Trust.
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Item 29. Principal Underwriters
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
Item 30. Location of Accounts and Records
American Express Financial Corporation
IDS Tower 10
Minneapolis, MN 55440
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
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SIGNATURES
Pursuant to the requirements 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 26th day of September, 1997.
GROWTH TRUST
By: /s/ William R. Pearce**
William R. Pearce, President
By: /s/ Melinda S. Urion**
Melinda S. Urion, Treasurer
Pursuant to the requirements of the Investment Company Act of 1940, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated on the 26th day of September, 1997.
Signatures Capacity
/s/ William R. Pearce* Trustee
William R. Pearce
/s/ H. Brewster Atwater, Jr.* Trustee
H. Brewster Atwater, Jr.
/s/ Lynne V. Cheney* Trustee
Lynne V. Cheney
/s/ William H. Dudley* Trustee
William H. Dudley
/s/ Robert F. Froehlke* Trustee
Robert F. Froehlke
/s/ David R. Hubers* Trustee
David R. Hubers
/s/ Heinz F. Hutter* Trustee
Heinz F. Hutter
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Signatures Capacity
/s/ Anne P. Jones* Trustee
Anne P. Jones
/s/ Melvin R. Laird* Trustee
Melvin R. Laird
/s/ Alan K. Simpson* Trustee
Alan K. Simpson
/s/ Edson W. Spencer* Trustee
Edson W. Spencer
/s/ John R. Thomas* Trustee
John R. Thomas
/s/ Wheelock Whitney* Trustee
Wheelock Whitney
/s/ C. Angus Wurtele* Trustee
C. Angus Wurtele
* Signed pursuant to Trustees' Power of Attorney dated January 8, 1997, filed
electronically as Exhibit 19(a) to Registrant's Amendment No. 4, by:
__________________________________
William R. Pearce
**Signed pursuant to Officers' Power of Attorney dated April 11, 1996, filed
electronically as Exhibit 19(b) to Registrant's Amendment No. 1, by:
__________________________________
William R. Pearce
GROWTH TRUST
Registration Number 811-07395
EXIBIT INDEX
Exhibit 5(a): Copy of Investment Management Services Agreement between
Growth Trust, on behalf of Growth Portfolio and Growth Trends
Portfolio, and American Express Financial Corporation, dated May
13, 1996.
Exhibit 5(b): Copy of Investment Management Services Agreement between
Growth Trust, on behalf of Aggressive Growth Portfolio, and
American Express Financial Corporation, dated August 19, 1996.
Exhibit 8(a): Copy of Custodian Agreement between Registrant, on behalf of
Growth Portfolio and Growth Trends Portfolio, and American Express
Trust Company, dated May 13, 1996.
Exhibit 8(b): Copy of Custodian Agreement between Growth Trust, on behalf
of Aggressive Growth Portfolio, and American Express Trust
Company, dated August 19, 1996.
Exhibit 9(a): Copy of Transfer Agency and Administration Agreement between
Growth Trust, on behalf of Growth Portfolio and Growth Trends
Portfolio, and American Express Financial Corporation, dated May
13, 1996.
Exhibit 9(b): Copy of Transfer Agency and Administration Agreement between
Growth Trust, on behalf of Aggressive Growth Portfolio, and
American Express Financial Corporation, dated August 19, 1996.
Exhibit 9(c): Copy of Placement Agency Agreement between Growth Trust, on
behalf of Growth Portfolio and Growth Trends Portfolio, and
American Express Financial Advisors Inc., dated May 13, 1996.
Exhibit 9(d): Copy of Placement Agency Agreement between Growth Trust, on
behalf of Aggressive Growth Portfolio, and American Express
Financial Advisors Inc., dated August 19, 1996.
Exhibit 17: Financial Data Schedules
Exhibit 19(a):Trustees Power of Attorney to sign Amendments to this
Registration dated January 8, 1997.
INVESTMENT MANAGEMENT SERVICES AGREEMENT
AGREEMENT made the 13th day of May, 1996, by and between Growth Trust
(the "Trust"), a Massachusetts business trust, on behalf of its underlying
series portfolios, Growth Portfolio and Growth Trends 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 all 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
<PAGE>
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.
Part Two: COMPENSATION TO INVESTMENT MANAGER
(1) The Trust agrees to pay to the Advisor, 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 and a performance incentive
adjustment.
(a) The asset charge
(i) The asset charge for each calendar day of each year equal to the
total of 1/365th (1/366th in each leap year) of the amount computed as shown
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.
The asset charge shall be based on the net assets of each Portfolio as
set forth in the following table.
Growth Portfolio
Growth Trends Portfolio
Assets Annual rate at
(billions) each asset level
First $1.0 0.600%
Next 1.0 0.575
Next 1.0 0.550
Next 3.0 0.525
Over 6.0 0.500
<PAGE>
(b) The performance incentive adjustment
(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 a fund that invests in the Portfolio (the "comparison
fund") and the performance of the Lipper Growth Fund Index (the "Index"). For
Growth Portfolio and Growth Trends Portfolio, the comparison funds are IDS
Growth Fund and IDS New Dimensions Fund, respectively. The performance of one
Class A share of the comparison fund shall be measured by computing the
percentage difference, carried to two decimal places, between the opening net
asset value of one Class A share of the comparison 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 comparison 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 Class A performance of the comparison fund exceeds the
Index, the amount so determined shall be an increase in fees as computed under
paragraph (a). Where the comparison fund Class A performance is exceeded by the
Index, the amount so determined shall be a decrease in such fees. The percentage
point difference between the Class A performance of the comparison 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.
<PAGE>
(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.
<PAGE>
(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.
(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:
<PAGE>
(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
May 12, 1998, 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
<PAGE>
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.
GROWTH TRUST
Growth Portfolio
Growth Trends Portfolio
By : /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Richard W. Kling
Richard W. Kling
Senior Vice President
INVESTMENT MANAGEMENT SERVICES AGREEMENT
AGREEMENT made the 19th day of August, 1996, by and between Growth
Trust (the "Trust"), a Massachusetts business trust, on behalf of its underlying
series portfolio, Aggressive Growth Portfolio (the "Portfolio"), 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 Portfolio continuously with suggested
investment planning; to determine, consistent with the Portfolio 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 Portfolio all necessary
research and statistical data in connection therewith; to furnish all services
of whatever nature required in connection with the management of the Portfolio
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
Portfolio as disclosed to the Advisor from time to time by the Portfolio 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 Portfolio.
(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 Portfolio and other funds
for which it acts as investment advisor.
<PAGE>
(6) It is understood and agreed that in furnishing the Portfolio with
the services as herein provided, neither the Advisor nor any officer, director
or agent thereof shall be held liable to the Trust, the 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.
Part Two: COMPENSATION TO INVESTMENT MANAGER
(1) The Trust agrees to pay to the Advisor, and the Advisor covenants
and agrees to accept from the Portfolio in full payment for the services
furnished, a fee composed of an asset charge.
The asset charge for each calendar day of each year equal to the total
of 1/365th (1/366th in each leap year) of the amount computed as shown 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.
The asset charge shall be based on the net assets of each the Portfolio
as set forth in the following table.
Aggressive Growth Portfolio
Assets Annual rate at
(billions) each asset level
First $0.25 0.650%
Next 0.25 0.625
Next 0.50 0.600
Next 1.0 0.575
Next 1.0 0.550
Next 3.0 0.525
Over 6.0 0.500
(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
Portfolio to the Advisor within five business days after the last day of each
month.
<PAGE>
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 Portfolio 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 Portfolio 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 Portfolio.
(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 Portfolio.
(n) Expenses properly payable by the Trust or Portfolio,
approved by the Board.
<PAGE>
(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 Portfolio.
(2) A "full business day" shall be as defined in the By-laws.
(3) The Trust and the 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 Portfolio 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 the
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 Portfolio as trustees, officers,
unitholders, or otherwise; or that the Advisor or any successor or assignee, is
or may be interested in the Portfolio 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 Portfolio any property or
security other than units issued by the Portfolio, except in accordance with
applicable regulations or orders of the SEC.
(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 Portfolio 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 Portfolio or in the Advisor.
(b) The purchase of securities for the Portfolio, or the sale of
securities owned by the Portfolio 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 Portfolio 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.
<PAGE>
(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 Portfolio) or
other assets by or for the Trust or Portfolio.
Part Five: RENEWAL AND TERMINATION
(1) This Agreement shall continue in effect for the Portfolio until
August 18, 1998, or until a new agreement is approved by a vote of the majority
of the outstanding units of the 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 Portfolio 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
the 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 the 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.
GROWTH TRUST
Aggressive Growth Portfolio
By /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
<PAGE>
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Richard W. Kling
Richard W. Kling
Vice President
CUSTODIAN AGREEMENT
THIS CUSTODIAN AGREEMENT dated May 13, 1996, between Growth Trust, a
Massachusetts business trust, (the "Trust"), on behalf of its underlying series
portfolios, and American Express Trust Company, a corporation organized under
the laws of the State of Minnesota with its principal place of business at
Minneapolis, Minnesota (the "Custodian").
WHEREAS, the Trust desires that its securities and cash be hereafter held and
administered by Custodian pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the Trust
and the Custodian agree as follows:
Section 1. Definitions
The word "securities" as used herein shall be construed to include, without
being limited to, units, stocks, treasury stocks, including any stocks of this
Trust, notes, bonds, debentures, evidences of indebtedness, options to buy or
sell stocks or stock indexes, certificates of interest or participation in any
profit-sharing agreements, collateral trust certificates, preorganization
certificates or subscriptions, transferable units, investment contracts, voting
trust certificates, certificates of deposit for a security, fractional or
undivided interests in oil, gas or other mineral rights, or any certificates of
interest or participation in, temporary or interim certificates for, receipts
for, guarantees of, or warrants or rights to subscribe to or purchase any of the
foregoing, acceptances and other obligations and any evidence of any right or
interest in or to any cash, property or assets and any interest or instrument
commonly known as a security. In addition, for the purpose of this Custodian
Agreement, the word "securities" also shall include other instruments in which
the Trust may invest including currency forward contracts and commodities such
as interest rate or index futures contracts, margin deposits on such contracts
or options on such contracts.
The words "custodian order" shall mean a request or direction, including a
computer printout, directed to the Custodian and signed in the name of the Trust
by any two individuals designated in the current certified list referred to in
Section 2.
The word "facsimile" shall mean an exact copy or likeness which is
electronically transmitted for instant reproduction.
Section 2. Names, Titles and Signatures of Authorized Persons
The Trust will certify to the Custodian the names and signatures of its present
officers and other designated persons authorized on behalf of the Trust to
direct the Custodian by custodian order as herein before defined. The Trust
agrees that whenever any change occurs in this list it will file with the
Custodian a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Trust as having been duly adopted by the Board of Trustees (the
"Board") or the Executive Committee of the Board designating those persons
currently authorized on behalf of the Trust to direct the Custodian by custodian
order, as herein before defined, and upon such filing (to be accompanied by the
filing of
<PAGE>
specimen signatures of the designated persons) the persons so designated in said
resolution shall constitute the current certified list. The Custodian is
authorized to rely and act upon the names and signatures of the individuals as
they appear in the most recent certified list from the Trust which has been
delivered to the Custodian as herein above provided.
Section 3. Use of Subcustodians
The Custodian may make arrangements, where appropriate, with other banks having
not less than two million dollars aggregate capital, surplus and undivided
profits for the custody of securities. Any such bank selected by the Custodian
to act as subcustodian shall be deemed to be the agent of the Custodian.
The Custodian also may enter into arrangements for the custody of securities
entrusted to its care through foreign branches of United States banks; through
foreign banks, banking institutions or trust companies; through foreign
subsidiaries of United States banks or bank holding companies, or through
foreign securities depositories or clearing agencies (hereinafter also called,
collectively, the "Foreign Subcustodian" or indirectly through an agent,
established under the first paragraph of this section, if and to the extent
permitted by Section 17(f) of the Investment Company Act of 1940 and the rules
promulgated by the Securities and Exchange Commission thereunder, any order
issued by the Securities and Exchange Commission, or any "no-action" letter
received from the staff of the Securities and Exchange Commission. To the extent
the existing provisions of the Custodian Agreement are consistent with the
requirements of such Section, rules, order or no-action letter, they shall apply
to all such foreign custodianships. To the extent such provisions are
inconsistent with or additional requirements are established by such Section,
rules, order or no-action letter, the requirements of such Section, rules, order
or no-action letter will prevail and the parties will adhere to such
requirements; provided, however, in the absence of notification from the Trust
of any changes or additions to such requirements, the Custodian shall have no
duty or responsibility to inquire as to any such changes or additions.
Section 4. Receipt and Disbursement of Money
(1) The Custodian shall open and maintain a separate account or accounts in the
name of the Trust or cause its agent to open and maintain such account or
accounts subject only to checks, drafts or directives by the Custodian pursuant
to the terms of this Agreement. The Custodian or its agent shall hold in such
account or accounts, subject to the provisions hereof, all cash received by it
from or for the account of the Trust. The Custodian or its agent shall make
payments of cash to or for the account of the Trust from such cash only:
(a) for the purchase of securities for the portfolio of the Trust upon the
receipt of such securities by the Custodian or its agent unless
otherwise instructed on behalf of the Trust;
(b) for the purchase or redemption of units of capital stock of the Trust;
(c) for the payment of interest, dividends, taxes, management fees, or
operating expenses (including, without limitation thereto, fees for
legal, accounting and auditing services);
<PAGE>
(d) for payment of distribution fees, commissions, or redemption fees, if
any;
(e) for payments in connection with the conversion, exchange or surrender
of securities owned or subscribed to by the Trust held by or to be
delivered to the Custodian;
(f) for payments in connection with the return of securities loaned by the
Trust upon receipt of such securities or the reduction of collateral
upon receipt of proper notice;
(g) for payments for other proper corporate purposes;
(h) or upon the termination of this Agreement.
Before making any such payment for the purposes permitted under the terms of
items (a), (b), (c), (d), (e), (f) or (g) of paragraph (1) of this section, the
Custodian shall receive and may rely upon a custodian order directing such
payment and stating that the payment is for such a purpose permitted under these
items (a), (b), (c), (d), (e), (f) or (g) and that in respect to item (g), a
copy of a resolution of the Board or of the Executive Committee of the Board
signed by an officer of the Trust and certified by its Secretary or an Assistant
Secretary, specifying the amount of such payment, setting forth the purpose to
be a proper corporate purpose, and naming the person or persons to whom such
payment is made. Notwithstanding the above, for the purposes permitted under
items (a) or (f) of paragraph (1) of this section, the Custodian may rely upon a
facsimile order.
(2) The Custodian is hereby appointed the attorney-in-fact of the Trust to
endorse and collect all checks, drafts or other orders for the payment of money
received by the Custodian for the account of the Trust and drawn on or to the
order of the Trust and to deposit same to the account of the Trust pursuant to
this Agreement.
Section 5. Receipt of Securities
Except as permitted by the second paragraph of this section, the Custodian or
its agent shall hold in a separate account or accounts, and physically
segregated at all times from those of any other persons, firms or corporations,
pursuant to the provisions hereof, all securities received by it for the account
of the Trust. The Custodian shall record and maintain a record of all
certificate numbers. Securities so received shall be held in the name of the
Trust, in the name of an exclusive nominee duly appointed by the Custodian or in
bearer form, as appropriate.
Subject to such rules, regulations or guidelines as the Securities and Exchange
Commission may adopt, the Custodian may deposit all or any part of the
securities owned by the Trust in a securities depository which includes any
system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, or
such other person as may be permitted by the Commission, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities.
<PAGE>
All securities are to be held or disposed of by the Custodian for, and subject
at all times to the instructions of, the Trust pursuant to the terms of this
Agreement. The Custodian shall have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any such securities, except pursuant
to the directive of the Trust and only for the account of the Trust as set forth
in Section 6 of this Agreement.
Section 6. Transfer Exchange, Delivery, etc. of Securities
The Custodian shall have sole power to release or deliver any securities of the
Trust held by it pursuant to this Agreement. The Custodian agrees to transfer,
exchange or deliver securities held by it or its agent hereunder only:
(a) for sales of such securities for the account of the Trust, upon receipt
of payment therefor;
(b) when such securities are called, redeemed, retired or otherwise become
payable;
(c) for examination upon the sale of any such securities in accordance with
"street delivery" custom which would include delivery against interim
receipts or other proper delivery receipts;
(d) in exchange for or upon conversion into other securities alone or other
securities and cash whether pursuant to any plan of
(e) merger, consolidation, reorganization, recapitalization or
readjustment, or otherwise;
(f) for the purpose of exchanging interim receipts or temporary
certificates for permanent certificates;
(g) upon conversion of such securities pursuant to their terms into other
securities;
(h) upon exercise of subscription, purchase or other similar rights
represented by such securities; for loans of such securities by the
Trust receipt of collateral; or
(i) for other proper corporate purposes.
As to any deliveries made by the Custodian pursuant to items (a), (b), (c), (d),
(e), (f), (g) and (h), securities or cash received in exchange therefore shall
be delivered to the Custodian, its agent, or to a securities depository. Before
making any such transfer, exchange or delivery, the Custodian shall receive a
custodian order or a facsimile from the Trust requesting such transfer, exchange
or delivery and stating that it is for a purpose permitted under Section 6
(whenever a facsimile is utilized, the Trust will also deliver an original
signed custodian order) and, in respect to item (i), a copy of a resolution of
the Board or of the Executive Committee of the Board signed by an officer of the
Trust and certified by its Secretary or an Assistant Secretary, specifying the
securities, setting forth the purpose for which such payment, transfer, exchange
or delivery is to be made, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom such transfer, exchange or
delivery of such securities shall be made.
<PAGE>
Section 7. Custodian's Acts Without Instructions
Unless and until the Custodian receives a contrary custodian order from the
Trust, the Custodian shall or shall cause its agent to:
(a) present for payment all coupons and other income items held by the
Custodian or its agent for the account of the Trust which call for
payment upon presentation and hold all cash received by it upon such
payment for the account of the Trust;
(b) present for payment all securities held by it or its agent which mature
or when called, redeemed, retired or otherwise become payable;
(c) ascertain all stock dividends, rights and similar securities to be
issued with respect to any securities held by the Custodian or its
agent hereunder, and to collect and hold for the account of the Trust
all such securities; and
(d) ascertain all interest and cash dividends to be paid to security
holders with respect to any securities held by the Custodian or its
agent, and to collect and hold such interest and cash dividends for the
account of the Trust.
Section 8. Voting and Other Action
Neither the Custodian nor any nominee of the Custodian shall vote any of the
securities held hereunder by or for the account of the Trust. The Custodian
shall promptly deliver to the Trust all notices, proxies and proxy soliciting
materials with relation to such securities, such proxies to be executed by the
registered holder of such securities (if registered otherwise than in the name
of the Trust), but without indicating the manner in which such proxies are to be
voted.
Custodian shall transmit promptly to the Trust all written information
(including, without limitation, pendency of calls and maturities of securities
and expirations of rights in connection therewith) received by the Custodian
from issuers of the securities being held for the Trust. With respect to tender
or exchange offers, the Custodian shall transmit promptly to the Trust all
written information received by the Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents) making the
tender or exchange offer.
Section 9. Transfer Taxes
The Trust shall pay or reimburse the Custodian for any transfer taxes payable
upon transfers of securities made hereunder, including transfers resulting from
the termination of this Agreement. The Custodian shall execute such certificates
in connection with securities delivered to it under this Agreement as may be
required, under any applicable law or regulation, to exempt from taxation any
transfers and/or deliveries of any such securities which may be entitled to such
exemption.
<PAGE>
Section 10. Custodian's Reports
The Custodian shall furnish the Trust as of the close of business each day a
statement showing all transactions and entries for the account of the Trust. The
books and records of the Custodian pertaining to its actions as Custodian under
this Agreement and securities held hereunder by the Custodian shall be open to
inspection and audit by officers of the Trust, internal auditors employed by the
Trust's investment advisor, and independent auditors employed by the Trust. The
Custodian shall furnish the Trust in such form as may reasonably be requested by
the Trust a report, including a list of the securities held by it in custody for
the account of the Trust, identification of any subcustodian, and identification
of such securities held by such subcustodian, as of the close of business of the
last business day of each month, which shall be certified by a duly authorized
officer of the Custodian. It is further understood that additional reports may
from time to time be requested by the Trust. Should any report ever be filed
with any governmental authority pertaining to lost or stolen securities, the
Custodian will concurrently provide the Trust with a copy of that report.
The Custodian also shall furnish such reports on its systems of internal
accounting control as the Trust may reasonably request from time to time.
Section 11. Concerning Custodian
For its services hereunder the Custodian shall be paid such compensation at such
times as may from time to time be agreed on in writing by the parties hereto in
a Custodian Fee Agreement.
The Custodian shall not be liable for any action taken in good faith upon any
custodian order or facsimile herein described or certified copy of any
resolution of the Board or of the Executive Committee of the Board, and may rely
on the genuineness of any such document which it may in good faith believe to
have been validly executed.
The Trust agrees to indemnify and hold harmless Custodian and its nominee from
all taxes, charges, expenses, assessments, claims and liabilities (including
counsel fees) incurred or assessed against it or its nominee in connection with
the performance of this Agreement, except such as may arise from the Custodian's
or its nominee's own negligent action, negligent failure to act or willful
misconduct. Custodian is authorized to charge any account of the Trust for such
items. In the event of any advance of cash for any purpose made by Custodian
resulting from orders or instructions of the Trust, or in the event that
Custodian or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the performance
of this Agreement, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any property
at any time held for the account of the Trust shall be security therefor.
The Custodian shall maintain a standard of care equivalent to that which would
be required of a bailee for hire and shall not be liable for any loss or damage
to the Trust resulting from participation in a securities depository unless such
loss or damage arises by reason of any negligence, misfeasance, or willful
misconduct of officers or employees of the Custodian, or from its failure to
enforce effectively such rights as it may have against any securities depository
or from use of an agent, unless such loss or damage
<PAGE>
arises by reason of any negligence, misfeasance, or willful misconduct of
officers or employees of the Custodian, or from its failure to enforce
effectively such rights as it may have against any agent.
Section 12. Termination and Amendment of Agreement
The Trust and the Custodian mutually may agree from time to time in writing to
amend, to add to, or to delete from any provision of this Agreement.
The Custodian may terminate this Agreement by giving the Trust ninety days'
written notice of such termination by registered mail addressed to the Trust at
its principal place of business.
The Trust may terminate this Agreement at any time by written notice thereof
delivered, together with a copy of the resolution of the Board authorizing such
termination and certified by the Secretary of the Trust, by registered mail to
the Custodian.
Upon such termination of this Agreement, assets of the Trust held by the
Custodian shall be delivered by the Custodian to a successor custodian, if one
has been appointed by the Trust, upon receipt by the Custodian of a copy of the
resolution of the Board certified by the Secretary, showing appointment of the
successor custodian, and provided that such successor custodian is a bank or
trust company, organized under the laws of the United States or of any State of
the United States, having not less than two million dollars aggregate capital,
surplus and undivided profits. Upon the termination of this Agreement as a part
of the transfer of assets, either to a successor custodian or otherwise, the
Custodian will deliver securities held by it hereunder, when so authorized and
directed by resolution of the Board, to a duly appointed agent of the successor
custodian or to the appropriate transfer agents for transfer of registration and
delivery as directed. Delivery of assets on termination of this Agreement shall
be effected in a reasonable, expeditious and orderly manner; and in order to
accomplish an orderly transition from the Custodian to the successor custodian,
the Custodian shall continue to act as such under this Agreement as to assets in
its possession or control. Termination as to each security shall become
effective upon delivery to the successor custodian, its agent, or to a transfer
agent for a specific security for the account of the successor custodian, and
such delivery shall constitute effective delivery by the Custodian to the
successor under this Agreement.
In addition to the means of termination herein before authorized, this Agreement
may be terminated at any time by the vote of a majority of the outstanding units
of the Trust and after written notice of such action to the Custodian.
Section 13. Limitations of Liability of the Trustees and Unitholders of Trust
A copy of the Declaration of Trust, dated October 2, 1995, together with all
amendments, is on file in the office of the Secretary of State of the
Commonwealth of Massachusetts. The execution and delivery of this Agreement have
been authorized by the Trustees and the Agreement has been signed by an
authorized officer of the Trust. It is expressly agreed that the obligations of
the Trust under this Agreement shall not be binding upon any of the Trustees,
unitholders, nominees, officers, agents or employees of the Trust, personally,
but bind only the assets and property of the Trust, as provided in the
Declaration of Trust.
<PAGE>
Section 14. General
Nothing expressed or mentioned in or to be implied from any provision of this
Agreement is intended to, or shall be construed to give any person or
corporation other than the parties hereto, any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any covenant, condition or
provision herein contained, this Agreement and all of the covenants, conditions
and provisions hereof being intended to be and being for the sole and exclusive
benefit of the parties hereto and their respective successors and assigns.
This Agreement shall be governed by the laws of the State of Minnesota.
GROWTH TRUST
Growth Portfolio
Growth Trends Portfolio
By: /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS TRUST COMPANY
By: /s/ Chandrakant A. Patel
Chandrakant A. Patel
Vice President
CUSTODIAN AGREEMENT
THIS CUSTODIAN AGREEMENT dated August 19, 1996, between Growth Trust, a
Massachusetts business trust, (the "Trust"), on behalf of its underlying series
portfolio, Aggressive Growth Portfolio, and American Express Trust Company, a
corporation organized under the laws of the State of Minnesota with its
principal place of business at Minneapolis, Minnesota (the "Custodian").
WHEREAS, the Trust desires that its securities and cash be hereafter held and
administered by Custodian pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the Trust
and the Custodian agree as follows:
Section 1. Definitions
The word "securities" as used herein shall be construed to include, without
being limited to, units, stocks, treasury stocks, including any stocks of this
Trust, notes, bonds, debentures, evidences of indebtedness, options to buy or
sell stocks or stock indexes, certificates of interest or participation in any
profit-sharing agreements, collateral trust certificates, preorganization
certificates or subscriptions, transferable units, investment contracts, voting
trust certificates, certificates of deposit for a security, fractional or
undivided interests in oil, gas or other mineral rights, or any certificates of
interest or participation in, temporary or interim certificates for, receipts
for, guarantees of, or warrants or rights to subscribe to or purchase any of the
foregoing, acceptances and other obligations and any evidence of any right or
interest in or to any cash, property or assets and any interest or instrument
commonly known as a security. In addition, for the purpose of this Custodian
Agreement, the word "securities" also shall include other instruments in which
the Trust may invest including currency forward contracts and commodities such
as interest rate or index futures contracts, margin deposits on such contracts
or options on such contracts.
The words "custodian order" shall mean a request or direction, including a
computer printout, directed to the Custodian and signed in the name of the Trust
by any two individuals designated in the current certified list referred to in
Section 2.
The word "facsimile" shall mean an exact copy or likeness which is
electronically transmitted for instant reproduction.
Section 2. Names, Titles and Signatures of Authorized Persons
The Trust will certify to the Custodian the names and signatures of its present
officers and other designated persons authorized on behalf of the Trust to
direct the Custodian by custodian order as herein before defined. The Trust
agrees that whenever any change occurs in this list it will file with the
Custodian a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Trust as having been duly adopted by the Board of Trustees (the
"Board") or the Executive Committee of the Board designating those persons
currently authorized on behalf of the Trust to direct the Custodian by custodian
order, as herein before defined, and upon such filing (to be accompanied by the
filing of specimen signatures of the designated persons) the persons so
designated in said resolution shall constitute the current certified list. The
Custodian is authorized to rely
<PAGE>
and act upon the names and signatures of the individuals as they appear in the
most recent certified list from the Trust which has been delivered to the
Custodian as herein above provided.
Section 3. Use of Subcustodians
The Custodian may make arrangements, where appropriate, with other banks having
not less than two million dollars aggregate capital, surplus and undivided
profits for the custody of securities. Any such bank selected by the Custodian
to act as subcustodian shall be deemed to be the agent of the Custodian.
The Custodian also may enter into arrangements for the custody of securities
entrusted to its care through foreign branches of United States banks; through
foreign banks, banking institutions or trust companies; through foreign
subsidiaries of United States banks or bank holding companies, or through
foreign securities depositories or clearing agencies (hereinafter also called,
collectively, the "Foreign Subcustodian" or indirectly through an agent,
established under the first paragraph of this section, if and to the extent
permitted by Section 17(f) of the Investment Company Act of 1940 and the rules
promulgated by the Securities and Exchange Commission thereunder, any order
issued by the Securities and Exchange Commission, or any "no-action" letter
received from the staff of the Securities and Exchange Commission. To the extent
the existing provisions of the Custodian Agreement are consistent with the
requirements of such Section, rules, order or no-action letter, they shall apply
to all such foreign custodianships. To the extent such provisions are
inconsistent with or additional requirements are established by such Section,
rules, order or no-action letter, the requirements of such Section, rules, order
or no-action letter will prevail and the parties will adhere to such
requirements; provided, however, in the absence of notification from the Trust
of any changes or additions to such requirements, the Custodian shall have no
duty or responsibility to inquire as to any such changes or additions.
Section 4. Receipt and Disbursement of Money
(1) The Custodian shall open and maintain a separate account or accounts in the
name of the Trust or cause its agent to open and maintain such account or
accounts subject only to checks, drafts or directives by the Custodian pursuant
to the terms of this Agreement. The Custodian or its agent shall hold in such
account or accounts, subject to the provisions hereof, all cash received by it
from or for the account of the Trust. The Custodian or its agent shall make
payments of cash to or for the account of the Trust from such cash only:
(a) for the purchase of securities for the portfolio of the Trust upon the
receipt of such securities by the Custodian or its agent unless
otherwise instructed on behalf of the Trust;
(b) for the purchase or redemption of units of capital stock of the Trust;
(c) for the payment of interest, dividends, taxes, management fees, or
operating expenses (including, without limitation thereto, fees for
legal, accounting and auditing services);
(d) for payment of distribution fees, commissions, or redemption fees, if
any;
<PAGE>
(e) for payments in connection with the conversion, exchange or surrender
of securities owned or subscribed to by the Trust held by or to be
delivered to the Custodian;
(f) for payments in connection with the return of securities loaned by the
Trust upon receipt of such securities or the reduction of collateral
upon receipt of proper notice;
(g) for payments for other proper corporate purposes;
(h) or upon the termination of this Agreement.
Before making any such payment for the purposes permitted under the terms of
items (a), (b), (c), (d), (e), (f) or (g) of paragraph (1) of this section, the
Custodian shall receive and may rely upon a custodian order directing such
payment and stating that the payment is for such a purpose permitted under these
items (a), (b), (c), (d), (e), (f) or (g) and that in respect to item (g), a
copy of a resolution of the Board or of the Executive Committee of the Board
signed by an officer of the Trust and certified by its Secretary or an Assistant
Secretary, specifying the amount of such payment, setting forth the purpose to
be a proper corporate purpose, and naming the person or persons to whom such
payment is made. Notwithstanding the above, for the purposes permitted under
items (a) or (f) of paragraph (1) of this section, the Custodian may rely upon a
facsimile order.
(2) The Custodian is hereby appointed the attorney-in-fact of the Trust to
endorse and collect all checks, drafts or other orders for the payment of money
received by the Custodian for the account of the Trust and drawn on or to the
order of the Trust and to deposit same to the account of the Trust pursuant to
this Agreement.
Section 5. Receipt of Securities
Except as permitted by the second paragraph of this section, the Custodian or
its agent shall hold in a separate account or accounts, and physically
segregated at all times from those of any other persons, firms or corporations,
pursuant to the provisions hereof, all securities received by it for the account
of the Trust. The Custodian shall record and maintain a record of all
certificate numbers. Securities so received shall be held in the name of the
Trust, in the name of an exclusive nominee duly appointed by the Custodian or in
bearer form, as appropriate.
Subject to such rules, regulations or guidelines as the Securities and Exchange
Commission may adopt, the Custodian may deposit all or any part of the
securities owned by the Trust in a securities depository which includes any
system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, or
such other person as may be permitted by the Commission, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities.
All securities are to be held or disposed of by the Custodian for, and subject
at all times to the instructions of, the Trust pursuant to the terms of this
Agreement.
<PAGE>
The Custodian shall have no power or authority to assign, hypothecate, pledge or
otherwise dispose of any such securities, except pursuant to the directive of
the Trust and only for the account of the Trust as set forth in Section 6 of
this Agreement.
Section 6. Transfer Exchange, Delivery, etc. of Securities
The Custodian shall have sole power to release or deliver any securities of the
Trust held by it pursuant to this Agreement. The Custodian agrees to transfer,
exchange or deliver securities held by it or its agent hereunder only:
(a) for sales of such securities for the account of the Trust, upon receipt
of payment therefor;
(b) when such securities are called, redeemed, retired or otherwise become
payable;
(c) for examination upon the sale of any such securities in accordance with
"street delivery" custom which would include delivery against interim
receipts or other proper delivery receipts;
(d) in exchange for or upon conversion into other securities alone or other
securities and cash whether pursuant to any plan of
(e) merger, consolidation, reorganization, recapitalization or
readjustment, or otherwise;
(f) for the purpose of exchanging interim receipts or temporary
certificates for permanent certificates;
(g) upon conversion of such securities pursuant to their terms into other
securities;
(h) upon exercise of subscription, purchase or other similar rights
represented by such securities; for loans of such securities by the
Trust receipt of collateral; or
(i) for other proper corporate purposes.
As to any deliveries made by the Custodian pursuant to items (a), (b), (c), (d),
(e), (f), (g) and (h), securities or cash received in exchange therefore shall
be delivered to the Custodian, its agent, or to a securities depository. Before
making any such transfer, exchange or delivery, the Custodian shall receive a
custodian order or a facsimile from the Trust requesting such transfer, exchange
or delivery and stating that it is for a purpose permitted under Section 6
(whenever a facsimile is utilized, the Trust will also deliver an original
signed custodian order) and, in respect to item (i), a copy of a resolution of
the Board or of the Executive Committee of the Board signed by an officer of the
Trust and certified by its Secretary or an Assistant Secretary, specifying the
securities, setting forth the purpose for which such payment, transfer, exchange
or delivery is to be made, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom such transfer, exchange or
delivery of such securities shall be made.
Section 7. Custodian's Acts Without Instructions
Unless and until the Custodian receives a contrary custodian order from the
Trust, the Custodian shall or shall cause its agent to:
<PAGE>
(a) present for payment all coupons and other income items held by the
Custodian or its agent for the account of the Trust which call for
payment upon presentation and hold all cash received by it upon such
payment for the account of the Trust;
(b) present for payment all securities held by it or its agent which mature
or when called, redeemed, retired or otherwise become payable;
(c) ascertain all stock dividends, rights and similar securities to be
issued with respect to any securities held by the Custodian or its
agent hereunder, and to collect and hold for the account of the Trust
all such securities; and
(d) ascertain all interest and cash dividends to be paid to security
holders with respect to any securities held by the Custodian or its
agent, and to collect and hold such interest and cash dividends for the
account of the Trust.
Section 8. Voting and Other Action
Neither the Custodian nor any nominee of the Custodian shall vote any of the
securities held hereunder by or for the account of the Trust. The Custodian
shall promptly deliver to the Trust all notices, proxies and proxy soliciting
materials with relation to such securities, such proxies to be executed by the
registered holder of such securities (if registered otherwise than in the name
of the Trust), but without indicating the manner in which such proxies are to be
voted.
Custodian shall transmit promptly to the Trust all written information
(including, without limitation, pendency of calls and maturities of securities
and expirations of rights in connection therewith) received by the Custodian
from issuers of the securities being held for the Trust. With respect to tender
or exchange offers, the Custodian shall transmit promptly to the Trust all
written information received by the Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents) making the
tender or exchange offer.
Section 9. Transfer Taxes
The Trust shall pay or reimburse the Custodian for any transfer taxes payable
upon transfers of securities made hereunder, including transfers resulting from
the termination of this Agreement. The Custodian shall execute such certificates
in connection with securities delivered to it under this Agreement as may be
required, under any applicable law or regulation, to exempt from taxation any
transfers and/or deliveries of any such securities which may be entitled to such
exemption.
Section 10. Custodian's Reports
The Custodian shall furnish the Trust as of the close of business each day a
statement showing all transactions and entries for the account of the Trust. The
books and records of the Custodian pertaining to its actions as Custodian under
this Agreement and securities held hereunder by the Custodian shall be open to
inspection and audit by officers of the Trust, internal auditors employed by the
Trust's investment advisor, and independent auditors employed by the Trust. The
Custodian shall furnish the Trust in such form as may reasonably be requested by
the Trust a report, including a list of the
<PAGE>
securities held by it in custody for the account of the Trust, identification of
any subcustodian, and identification of such securities held by such
subcustodian, as of the close of business of the last business day of each
month, which shall be certified by a duly authorized officer of the Custodian.
It is further understood that additional reports may from time to time be
requested by the Trust. Should any report ever be filed with any governmental
authority pertaining to lost or stolen securities, the Custodian will
concurrently provide the Trust with a copy of that report.
The Custodian also shall furnish such reports on its systems of internal
accounting control as the Trust may reasonably request from time to time.
Section 11. Concerning Custodian
For its services hereunder the Custodian shall be paid such compensation at such
times as may from time to time be agreed on in writing by the parties hereto in
a Custodian Fee Agreement.
The Custodian shall not be liable for any action taken in good faith upon any
custodian order or facsimile herein described or certified copy of any
resolution of the Board or of the Executive Committee of the Board, and may rely
on the genuineness of any such document which it may in good faith believe to
have been validly executed.
The Trust agrees to indemnify and hold harmless Custodian and its nominee from
all taxes, charges, expenses, assessments, claims and liabilities (including
counsel fees) incurred or assessed against it or its nominee in connection with
the performance of this Agreement, except such as may arise from the Custodian's
or its nominee's own negligent action, negligent failure to act or willful
misconduct. Custodian is authorized to charge any account of the Trust for such
items. In the event of any advance of cash for any purpose made by Custodian
resulting from orders or instructions of the Trust, or in the event that
Custodian or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the performance
of this Agreement, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any property
at any time held for the account of the Trust shall be security therefor.
The Custodian shall maintain a standard of care equivalent to that which would
be required of a bailee for hire and shall not be liable for any loss or damage
to the Trust resulting from participation in a securities depository unless such
loss or damage arises by reason of any negligence, misfeasance, or willful
misconduct of officers or employees of the Custodian, or from its failure to
enforce effectively such rights as it may have against any securities depository
or from use of an agent, unless such loss or damage arises by reason of any
negligence, misfeasance, or willful misconduct of officers or employees of the
Custodian, or from its failure to enforce effectively such rights as it may have
against any agent.
Section 12. Termination and Amendment of Agreement
The Trust and the Custodian mutually may agree from time to time in writing to
amend, to add to, or to delete from any provision of this Agreement.
<PAGE>
The Custodian may terminate this Agreement by giving the Trust ninety days'
written notice of such termination by registered mail addressed to the Trust at
its principal place of business.
The Trust may terminate this Agreement at any time by written notice thereof
delivered, together with a copy of the resolution of the Board authorizing such
termination and certified by the Secretary of the Trust, by registered mail to
the Custodian.
Upon such termination of this Agreement, assets of the Trust held by the
Custodian shall be delivered by the Custodian to a successor custodian, if one
has been appointed by the Trust, upon receipt by the Custodian of a copy of the
resolution of the Board certified by the Secretary, showing appointment of the
successor custodian, and provided that such successor custodian is a bank or
trust company, organized under the laws of the United States or of any State of
the United States, having not less than two million dollars aggregate capital,
surplus and undivided profits. Upon the termination of this Agreement as a part
of the transfer of assets, either to a successor custodian or otherwise, the
Custodian will deliver securities held by it hereunder, when so authorized and
directed by resolution of the Board, to a duly appointed agent of the successor
custodian or to the appropriate transfer agents for transfer of registration and
delivery as directed. Delivery of assets on termination of this Agreement shall
be effected in a reasonable, expeditious and orderly manner; and in order to
accomplish an orderly transition from the Custodian to the successor custodian,
the Custodian shall continue to act as such under this Agreement as to assets in
its possession or control. Termination as to each security shall become
effective upon delivery to the successor custodian, its agent, or to a transfer
agent for a specific security for the account of the successor custodian, and
such delivery shall constitute effective delivery by the Custodian to the
successor under this Agreement.
In addition to the means of termination herein before authorized, this Agreement
may be terminated at any time by the vote of a majority of the outstanding units
of the Trust and after written notice of such action to the Custodian.
Section 13. Limitations of Liability of the Trustees and Unitholders of Trust
A copy of the Declaration of Trust, dated October 2, 1995, together with all
amendments, is on file in the office of the Secretary of State of the
Commonwealth of Massachusetts. The execution and delivery of this Agreement have
been authorized by the Trustees and the Agreement has been signed by an
authorized officer of the Trust. It is expressly agreed that the obligations of
the Trust under this Agreement shall not be binding upon any of the Trustees,
unitholders, nominees, officers, agents or employees of the Trust, personally,
but bind only the assets and property of the Trust, as provided in the
Declaration of Trust.
Section 14. General
Nothing expressed or mentioned in or to be implied from any provision of this
Agreement is intended to, or shall be construed to give any person or
corporation other than the parties hereto, any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any covenant, condition or
provision herein contained, this Agreement and all of the covenants, conditions
and provisions hereof being intended to be and being for the sole and exclusive
benefit of the parties hereto and their respective successors and assigns.
<PAGE>
This Agreement shall be governed by the laws of the State of Minnesota.
This Agreement supersedes all prior agreements between the parties.
GROWTH TRUST
Aggressive Growth Portfolio
By: /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS TRUST COMPANY
By: /s/ Chandrakant A. Patel
Chandrakant A. Patel
Vice President
TRANSFER AGENCY AND ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated as of May 13, 1996, between Growth Trust, a Massachusetts
business trust, (the "Trust"), on behalf of its underlying series portfolios,
and American Express Financial Corporation (the "Transfer Agent"), a Delaware
corporation.
In consideration of the mutual promises set forth below, the Trust and the
Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Trust hereby appoints the Transfer
Agent, as transfer agent for its units and as administrator for the Trust, and
the Transfer Agent accepts such appointment and agrees to perform the duties set
forth below.
2. Compensation. The Trust will compensate the Transfer Agent for the
performance of its obligations as set forth in Schedule A. Schedule A does not
include out-of- pocket disbursements of the Transfer Agent for which the
Transfer Agent shall be entitled to bill the Trust separately.
The Transfer Agent will bill the Trust annually. The fee provided for hereunder
shall be paid in cash by the Trust to the Transfer Agent within five (5)
business days after the last day of each calendar year.
Out-of-pocket disbursements shall include, but shall not be limited to, the
items specified in Schedule B. Reimbursement by the Trust for expenses incurred
by the Transfer Agent in any month shall be made as soon as practicable after
the receipt of an itemized bill from the Transfer Agent.
Any compensation jointly agreed to hereunder may be adjusted from time to time
by attaching to this Agreement a revised Schedule A, dated and signed by an
officer of each party.
3. Documents. The Trust will furnish from time to time such
certificates, documents or opinions as the Transfer Agent deems to be
appropriate or necessary for the proper performance of its duties.
4. Representations of the Trust and the Transfer Agent.
(a) The Trust represents to the Transfer Agent that all outstanding units are
validly issued, fully paid and non-assessable by the Trust. When units are
hereafter issued in accordance with the terms of the Trust's Declaration of
Trust and its Registration Statement, such units shall be validly issued, fully
paid and non- assessable by the Trust.
(b) The Transfer Agent represents that it is registered under Section 17A(c) of
the Securities Exchange Act of 1934. The Transfer Agent agrees to maintain the
necessary facilities, equipment and personnel to perform its duties and
obligations under this agreement and to comply with all applicable laws.
5. Duties of the Transfer Agent. The Transfer Agent shall be responsible,
separately and through its subsidiaries or affiliates, for the following
functions:
<PAGE>
(a) Sale of Trust Units.
(1) On receipt of payment, wired instructions and payment, or payment identified
as being for the account of a unitholder, the Transfer Agent will deposit the
payment, prepare and present the necessary report to the Custodian and record
the purchase of units in a timely fashion in accordance with the terms of the
prospectus. All units shall be held in book entry form and no certificate shall
be issued unless the Trust is permitted to do so by the prospectus and the
purchaser so requests.
(2) On receipt of notice that payment was dishonored, the Transfer Agent shall
stop redemptions of all units owned by the purchaser related to that payment and
take such other action as it deems appropriate.
(b) Redemption of Trust Units. On receipt of instructions to redeem units in
accordance with the terms of the Trust's Registration Statement, the Transfer
Agent will record the redemption of units of the Trust, prepare and present the
necessary report to the Custodian and pay the proceeds of the redemption to the
unitholder, an authorized agent or legal representative upon the receipt of the
monies from the Custodian.
(c) Transfer or Other Change Pertaining to Trust Units. On receipt of
instructions or forms acceptable to the Transfer Agent to transfer the units to
the name of a new owner, change the name or address of the present owner or take
other legal action, the Transfer Agent will take such action as is requested.
(d) Right to Seek Assurance. The Transfer Agent may refuse to transfer, exchange
or redeem units of the Trust or take any action requested by a unitholder until
it is satisfied that the requested transaction or action is legally authorized
or until it is satisfied there is no basis for any claims adverse to the
transaction or action. It may rely on the provisions of the Uniform Act for the
Simplification of Fiduciary Security Transfers or the Uniform Commercial Code.
The Trust shall indemnify the Transfer Agent for any act done or omitted to be
done in reliance on such laws or for refusing to transfer, exchange or redeem
units or taking any requested action if it acts on a good faith belief that the
transaction or action is illegal or unauthorized.
(e) Unitholder Records, Reports and Services.
(1) The Transfer Agent shall maintain all unitholder accounts, which shall
contain all required tax, legally imposed and regulatory information; shall
provide unitholders, and file with federal and state agencies, all required tax
and other reports pertaining to unitholder accounts; shall prepare unitholder
mailing lists; shall cause to be delivered all required prospectuses, annual
reports, semiannual reports, statements of additional information (upon
request), proxies and other mailings to unitholders; and shall cause proxies to
be tabulated.
(2) The Transfer Agent shall respond to all valid inquiries related to its
duties under this Agreement.
(3) The Transfer Agent shall create and maintain all records in accordance with
all applicable laws, rules and regulations, including, but not limited to, the
records required by Section 31(a) of the Investment Company Act of 1940.
<PAGE>
(f) Distributions. The Transfer Agent shall prepare and present the necessary
report to the Custodian and shall cause to be prepared and transmitted the
payment of income dividends and capital gains distributions or cause to be
recorded the investment of such dividends and distributions in additional units
of the Trust or as directed by instructions or forms acceptable to the Transfer
Agent.
(g) Confirmations and Statements. The Transfer Agent shall confirm each
transaction through periodic reports as may be legally permitted.
(h) Reports to the Trust. The Transfer Agent will provide reports pertaining to
the services provided under this Agreement as the Trust may request to ascertain
the quality and level of services being provided or as required by law.
(i) Administrative Services. The Transfer Agent will provide all administrative,
accounting, clerical, statistical, correspondence, corporate and all other
services of whatever nature required in connection with the administration of
the Trust.
(j) Other Duties. The Transfer Agent may perform other duties for
additional compensation if agreed to in writing by the parties to this
Agreement.
6. Ownership of Records. The Transfer Agent agrees that all records prepared or
maintained by it relating to the services to be performed by it under the terms
of this Agreement are the property of the Trust and may be inspected by the
Trust or any person retained by the Trust at reasonable times.
7. Action by Board of Trustees (the "Board") and Opinion of the Trust's Counsel.
The Transfer Agent may rely on resolutions of the Board or the Executive
Committee of the Board and on opinion of counsel for the Trust.
8. Duty of Care. It is understood and agreed that, in furnishing the Trust with
the services as herein provided, neither the Transfer Agent, nor any officer,
trustee or agent thereof shall be held liable for any loss arising out of or in
connection with their actions under this Agreement so long as they act in good
faith and with due diligence, and are not negligent or guilty of any willful
misconduct. It is further understood and agreed that the Transfer Agent may rely
upon information furnished to it reasonably believed to be accurate and
reliable. In the event the Transfer Agent is unable to perform its obligations
under the terms of this Agreement because of an act of God, strike or equipment
or transmission failure reasonably beyond its control, the Transfer Agent shall
not be liable for any damages resulting from such failure.
9. Term and Termination. This Agreement shall become effective on the date first
set forth above (the "Effective Date") and shall continue in effect from year to
year thereafter as the parties may mutually agree; provided that either party
may terminate this Agreement by giving the other party notice in writing
specifying the date of such termination, which shall be not less than 60 days
after the date of receipt of such notice. In the event such notice is given by
the Trust, it shall be accompanied by a vote of the Board, certified by the
Secretary, electing to terminate this Agreement and designating a successor
transfer agent or transfer agents. Upon such termination and at the expense of
the Trust, the Transfer Agent will deliver to such successor a certified list of
unitholders of the Trust (with name, address and taxpayer identification or
Social Security number), a historical record of the account of each unitholder
and the status thereof, and all other
<PAGE>
relevant books, records, correspondence, and other data established or
maintained by the Transfer Agent under this Agreement in the form reasonably
acceptable to the Trust, and will cooperate in the transfer of such duties and
responsibilities, including provisions for assistance from the Transfer Agent's
personnel in the establishment of books, records and other data by such
successor or successors.
10. Amendment. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties.
11. Subcontracting. The Trust agrees that the Transfer Agent may subcontract for
certain of the services described under this Agreement with the understanding
that there shall be no diminution in the quality or level of the services and
that the Transfer Agent remains fully responsible for the services. Except for
out-of-pocket expenses identified in Schedule B, the Transfer Agent shall bear
the cost of subcontracting such services, unless otherwise agreed by the
parties.
12. Limitations of Liability of the Trustees and Unitholders of Trust
A copy of the Declaration of Trust, dated October 2, 1995, together with all
amendments, is on file in the office of the Secretary of State of the
Commonwealth of Massachusetts. The execution and delivery of this Agreement have
been authorized by the Trustees and the Agreement has been signed by an
authorized officer of the Trust. It is expressly agreed that the obligations of
the Trust under this Agreement shall not be binding upon any of the Trustees,
unitholders, nominees, officers, agents or employees of the Trust, personally,
but bind only the assets and property of the Trust, as provided in the
Declaration of Trust.
13. Miscellaneous.
(a) This Agreement shall extend to and shall be binding upon the parties hereto,
and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable without the written consent of the other
party.
(b) This Agreement shall be governed by the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers as of the day and year written above.
GROWTH TRUST
Growth Portfolio
Growth Trends Portfolio
By: /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
<PAGE>
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Richard W. Kling
Richard W. Kling
Senior Vice President
<PAGE>
Schedule A
GROWTH TRUST
FEE
Effective the 13th day of May, 1996 the annual fee for services under
this agreement is $1 per year for each Portfolio.
<PAGE>
Schedule B
OUT-OF-POCKET EXPENSES
The Trust shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:
o typesetting, printing, paper, envelopes, postage and return postage
for proxy soliciting material, and proxy tabulation costs
o printing, paper, envelopes and postage for dividend notices, dividend
checks, records of account, purchase confirmations, exchange confirmations
and exchange prospectuses, redemption confirmations, redemption checks,
confirmations on changes of address and any other communication required to
be sent to unitholders
o typesetting, printing, paper, envelopes and postage for prospectuses,
annual and semiannual reports, statements of additional information,
supplements for prospectuses and statements of additional information and
other required mailings to unitholders
o stop orders
o outgoing wire charges
o other expenses incurred at the request or with the consent of the Trust.
TRANSFER AGENCY AND ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated as of August 19, 1996, between Growth Trust, a Massachusetts
business trust, (the "Trust"), on behalf of its underlying series portfolio,
Aggressive Growth Portfolio, and American Express Financial Corporation (the
"Transfer Agent"), a Delaware corporation.
In consideration of the mutual promises set forth below, the Trust and the
Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Trust hereby appoints the Transfer
Agent, as transfer agent for its units and as administrator for the Trust, and
the Transfer Agent accepts such appointment and agrees to perform the duties set
forth below.
2. Compensation. The Trust will compensate the Transfer Agent for the
performance of its obligations as set forth in Schedule A. Schedule A does not
include out-of-pocket disbursements of the Transfer Agent for which the
Transfer Agent shall be entitled to bill the Trust separately.
The Transfer Agent will bill the Trust annually. The fee provided for hereunder
shall be paid in cash by the Trust to the Transfer Agent within five (5)
business days after the last day of each calendar year.
Out-of-pocket disbursements shall include, but shall not be limited to, the
items specified in Schedule B. Reimbursement by the Trust for expenses incurred
by the Transfer Agent in any month shall be made as soon as practicable after
the receipt of an itemized bill from the Transfer Agent.
Any compensation jointly agreed to hereunder may be adjusted from time to time
by attaching to this Agreement a revised Schedule A, dated and signed by an
officer of each party.
3. Documents. The Trust will furnish from time to time such certificates,
documents or opinions as the Transfer Agent deems to be appropriate or necessary
for the proper performance of its duties.
4. Representations of the Trust and the Transfer Agent.
(a) The Trust represents to the Transfer Agent that all outstanding units are
validly issued, fully paid and non-assessable by the Trust. When units are
hereafter issued in accordance with the terms of the Trust's Declaration of
Trust and its Registration Statement, such units shall be validly issued, fully
paid and non-assessable by the Trust.
(b) The Transfer Agent represents that it is registered under Section 17A(c) of
the Securities Exchange Act of 1934. The Transfer Agent agrees to maintain the
necessary facilities, equipment and personnel to perform its duties and
obligations under this agreement and to comply with all applicable laws.
5. Duties of the Transfer Agent. The Transfer Agent shall be responsible,
separately and through its subsidiaries or affiliates, for the following
functions:
<PAGE>
(a) Sale of Trust Units.
(1) On receipt of payment, wired instructions and payment, or payment identified
as being for the account of a unitholder, the Transfer Agent will deposit the
payment, prepare and present the necessary report to the Custodian and record
the purchase of units in a timely fashion in accordance with the terms of the
prospectus. All units shall be held in book entry form and no certificate shall
be issued unless the Trust is permitted to do so by the prospectus and the
purchaser so requests.
(2) On receipt of notice that payment was dishonored, the Transfer Agent shall
stop redemptions of all units owned by the purchaser related to that payment and
take such other action as it deems appropriate.
(b) Redemption of Trust Units. On receipt of instructions to redeem units in
accordance with the terms of the Trust's Registration Statement, the Transfer
Agent will record the redemption of units of the Trust, prepare and present the
necessary report to the Custodian and pay the proceeds of the redemption to the
unitholder, an authorized agent or legal representative upon the receipt of the
monies from the Custodian.
(c) Transfer or Other Change Pertaining to Trust Units. On receipt of
instructions or forms acceptable to the Transfer Agent to transfer the units to
the name of a new owner, change the name or address of the present owner or take
other legal action, the Transfer Agent will take such action as is requested.
(d) Right to Seek Assurance. The Transfer Agent may refuse to transfer, exchange
or redeem units of the Trust or take any action requested by a unitholder until
it is satisfied that the requested transaction or action is legally authorized
or until it is satisfied there is no basis for any claims adverse to the
transaction or action. It may rely on the provisions of the Uniform Act for the
Simplification of Fiduciary Security Transfers or the Uniform Commercial Code.
The Trust shall indemnify the Transfer Agent for any act done or omitted to be
done in reliance on such laws or for refusing to transfer, exchange or redeem
units or taking any requested action if it acts on a good faith belief that the
transaction or action is illegal or unauthorized.
(e) Unitholder Records, Reports and Services.
(1) The Transfer Agent shall maintain all unitholder accounts, which shall
contain all required tax, legally imposed and regulatory information; shall
provide unitholders, and file with federal and state agencies, all required tax
and other reports pertaining to unitholder accounts; shall prepare unitholder
mailing lists; shall cause to be delivered all required prospectuses, annual
reports, semiannual reports, statements of additional information (upon
request), proxies and other mailings to unitholders; and shall cause proxies to
be tabulated.
(2) The Transfer Agent shall respond to all valid inquiries related to its
duties under this Agreement.
(3) The Transfer Agent shall create and maintain all records in accordance with
all applicable laws, rules and regulations, including, but not limited to, the
records required by Section 31(a) of the Investment Company Act of 1940.
<PAGE>
(f) Distributions. The Transfer Agent shall prepare and present the necessary
report to the Custodian and shall cause to be prepared and transmitted the
payment of income dividends and capital gains distributions or cause to be
recorded the investment of such dividends and distributions in additional units
of the Trust or as directed by instructions or forms acceptable to the Transfer
Agent.
(g) Confirmations and Statements. The Transfer Agent shall confirm each
transaction through periodic reports as may be legally permitted.
(h) Reports to the Trust. The Transfer Agent will provide reports pertaining to
the services provided under this Agreement as the Trust may request to ascertain
the quality and level of services being provided or as required by law.
(i) Administrative Services. The Transfer Agent will provide all administrative,
accounting, clerical, statistical, correspondence, corporate and all other
services of whatever nature required in connection with the administration of
the Trust.
(j) Other Duties. The Transfer Agent may perform other duties for additional
compensation if agreed to in writing by the parties to this Agreement.
6. Ownership of Records. The Transfer Agent agrees that all records prepared or
maintained by it relating to the services to be performed by it under the terms
of this Agreement are the property of the Trust and may be inspected by the
Trust or any person retained by the Trust at reasonable times.
7. Action by Board of Trustees (the "Board") and Opinion of the Trust's
Counsel. The Transfer Agent may rely on resolutions of the Board or the
Executive Committee of the Board and on opinion of counsel for the Trust.
8. Duty of Care. It is understood and agreed that, in furnishing the Trust with
the services as herein provided, neither the Transfer Agent, nor any officer,
trustee or agent thereof shall be held liable for any loss arising out of or in
connection with their actions under this Agreement so long as they act in good
faith and with due diligence, and are not negligent or guilty of any willful
misconduct. It is further understood and agreed that the Transfer Agent may rely
upon information furnished to it reasonably believed to be accurate and
reliable. In the event the Transfer Agent is unable to perform its obligations
under the terms of this Agreement because of an act of God, strike or equipment
or transmission failure reasonably beyond its control, the Transfer Agent shall
not be liable for any damages resulting from such failure.
9. Term and Termination. This Agreement shall become effective on the date first
set forth above (the "Effective Date") and shall continue in effect from year to
year thereafter as the parties may mutually agree; provided that either party
may terminate this Agreement by giving the other party notice in writing
specifying the date of such termination, which shall be not less than 60 days
after the date of receipt of such notice. In the event such notice is given by
the Trust, it shall be accompanied by a vote of the Board, certified by the
Secretary, electing to terminate this Agreement and designating a successor
transfer agent or transfer agents. Upon such termination and at the expense of
the Trust, the Transfer Agent will deliver to such successor a certified list of
unitholders of the Trust (with name, address and taxpayer identification or
Social Security number), a
<PAGE>
historical record of the account of each unitholder and the status thereof, and
all other relevant books, records, correspondence, and other data established or
maintained by the Transfer Agent under this Agreement in the form reasonably
acceptable to the Trust, and will cooperate in the transfer of such duties and
responsibilities, including provisions for assistance from the Transfer Agent's
personnel in the establishment of books, records and other data by such
successor or successors.
10. Amendment. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties.
11. Subcontracting. The Trust agrees that the Transfer Agent may subcontract for
certain of the services described under this Agreement with the understanding
that there shall be no diminution in the quality or level of the services and
that the Transfer Agent remains fully responsible for the services. Except for
out-of-pocket expenses identified in Schedule B, the Transfer Agent shall bear
the cost of subcontracting such services, unless otherwise agreed by the
parties.
12. Limitations of Liability of the Trustees and Unitholders of Trust
A copy of the Declaration of Trust, dated October 2, 1995, together with all
amendments, is on file in the office of the Secretary of State of the
Commonwealth of Massachusetts. The execution and delivery of this Agreement have
been authorized by the Trustees and the Agreement has been signed by an
authorized officer of the Trust. It is expressly agreed that the obligations of
the Trust under this Agreement shall not be binding upon any of the Trustees,
unitholders, nominees, officers, agents or employees of the Trust, personally,
but bind only the assets and property of the Trust, as provided in the
Declaration of Trust.
13. Miscellaneous.
(a) This Agreement shall extend to and shall be binding upon the parties hereto,
and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable without the written consent of the other
party.
(b) This Agreement shall be governed by the laws of the State of Minnesota.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers as of the day and year written above.
GROWTH TRUST
Aggressive Growth Portfolio
By: /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Richard W. Kling
Richard W. Kling
Senior Vice President
<PAGE>
Schedule A
GROWTH TRUST
FEE
Effective the 19th day of August, 1996 the annual fee for services
under this agreement is $1 per year for the Portfolio.
<PAGE>
Schedule B
OUT-OF-POCKET EXPENSES
The Trust shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:
o typesetting, printing, paper, envelopes, postage and return postage for
proxy soliciting material, and proxy tabulation costs
o printing, paper, envelopes and postage for dividend notices, dividend
checks, records of account, purchase confirmations, exchange confirmations
and exchange prospectuses, redemption confirmations, redemption checks,
confirmations on changes of address and any other communication required to
be sent to unitholders
o typesetting, printing, paper, envelopes and postage for prospectuses,
annual and semiannual reports, statements of additional information,
supplements for prospectuses and statements of additional information and
other required mailings to unitholders
o stop orders
o outgoing wire charges
o other expenses incurred at the request or with the consent of the Trust.
PLACEMENT AGENT AGREEMENT
THIS AGREEMENT dated May 13, 1996 between Growth Trust, a Massachusetts business
trust (the "Trust"), on behalf of its underlying series portfolios and American
Express Financial Advisors Inc., a Delaware corporation, the placement agent
(the "Placement Agent") of units in the Trust ("Trust Units").
Part One: SERVICES AS PLACEMENT AGENT
(1) Placement Agent will act as placement agent of the Trust Units
covered by the Trust's registration statement then in effect under the
Investment Company Act of 1940 (the "1940 Act"). Under this Agreement, neither
the Placement Agent nor its employees or any of its agents will make any offer
or sale of Trust Units in a manner which would require the Trust Units to be
registered under the Securities Act of 1933, as amended (the "1933 Act").
(2) The Placement Agent will act as placement agent for each class of
units issued and to be issued by the Trust during the period of this agreement
and agrees to offer for sale those units as long as those units remain available
for sale, unless the Placement Agent is unable or unwilling to make such offer
for sale or sales or solicitations therefor legally because of any federal,
state, provincial or governmental law, rule or agency or for any financial
reason.
(3) Nothing in this Agreement requires the Trust to accept any offer to
purchase any Trust units; all offers are subject to approval by the Board of
Trustees (the "Board").
(4) The Trust represents to the Placement Agent that all registration
statements filed by the Trust with the Commission under the Investment Company
Act of 1940 with respect to Trust units have been and will be prepared in
conformity with the requirements of the Investment Company Act of 1940 and the
rules and regulations of the Commission.
(5) The Trust agrees to make prompt and reasonable effort to do any and
all things necessary, in the opinion of the Placement Agent, to have and to keep
the Trust and the units properly registered or qualified in all appropriate
jurisdictions.
(6) The Trust agrees that it will furnish the Placement Agent with
information with respect to the affairs and accounts of the Trust, and in such
form, as the Placement Agent may from time to time reasonably require and
further agrees that the Placement Agent, at all reasonable times, shall be
permitted to inspect the books and records of the Trust.
(7) The Placement Agent and the Trust agree to use their best efforts
to conform with all applicable state and federal laws and regulations relating
to any rights or obligations under the terms of this agreement.
Part Two: ALLOCATION OF EXPENSES
Except as provided by any other agreements between the parties, the Placement
Agent covenants and agrees that during the period of this agreement it will pay
or cause or be paid all expenses incurred by the Placement Agent or any of its
affiliates, in the offering for sale or sale of each class of the Trust's units.
<PAGE>
Part Three: MISCELLANEOUS
(1) The Placement Agent shall be deemed to be an independent contractor and,
except as expressly provided or authorized in this agreement, shall have no
authority to act for or represent the Trust.
(2) The Placement Agent shall be free to render to others services similar to
those rendered under this agreement.
(3) Neither this agreement nor any transaction pursuant hereto shall be
invalidated or in any way affected by the fact that trustees, officers, agents
and/or unitholders of the Trust are or may be interested in the Placement Agent
as trustees, officers, unitholders or otherwise; that directors, officers,
shareholders or agents of the Placement Agent are or may be interested in the
Trust as trustees, officers, or otherwise; or that the Placement Agent is or may
be interested in the Trust as unitholder or otherwise; provided, however, that
neither the Placement Agent nor any officer or director of the Placement Agent
or any officers or trustees of the Trust shall sell to or buy from the Trust any
property or security other than a security issued by the Trust, except in
accordance with a rule, regulation or order of the Securities and Exchange
Commission.
(4) Any notice under this agreement shall be given in writing, addressed and
delivered, or mailed postpaid, to the parties to this agreement at each
company's principal place of business in Minneapolis, Minnesota, or to such
other address as either party may designate in writing mailed to the other.
(5) The Placement Agent agrees that no officer, director or employee of the
Placement Agent will deal for or on behalf of the Trust with himself or herself
as principal or agent, or with any corporation or partnership in which he or she
may have a financial interest, except that this shall not prohibit:
(a) Officers, directors and employees of the Placement Agent from
having a financial interest in the Trust or in the Placement Agent.
(b) The purchase of securities for the Trust, or the sale of securities
owned by the Trust, through a security broker or dealer, one or more of whose
partners, officers, directors or employees is an officer, director or employee
of the Placement Agent provided such transactions are handled in the capacity of
broker only and provided commissions charged do not exceed customary brokerage
charges for such services.
(c) Transactions with the Trust by a broker-dealer affiliate of the
Placement Agent if allowed by rule or order of the Securities and Exchange
Commission and if made pursuant to procedures adopted by the Trust's Board of
Trustees (the "Board").
(6) The Placement Agent agrees that, except as otherwise provided in this
agreement, or as may be permitted consistent with the use of a broker-dealer
affiliate of the Placement Agent under applicable provisions of the federal
securities laws, neither it nor any of its officers, directors or employees
shall at any time during the period of this agreement make, accept or receive,
directly or indirectly, any fees, profits or emoluments of any character in
connection with the purchase or sale of securities (except securities issued by
the Trust) or other assets by or for the Trust.
<PAGE>
(7) A copy of the Declaration of Trust, dated October 2, 1995, together with all
amendments, is on file in the office of the Secretary of State of the
Commonwealth of Massachusetts. The execution and delivery of this Agreement have
been authorized by the Trustees and the Agreement has been signed by an
authorized officer of the Trust. It is expressly agreed that the obligations of
the Trust under this Agreement shall not be binding upon any of the Trustees,
unitholders, nominees, officers, agents or employees of the Trust, personally,
but bind only the assets and property of the Trust, as provided in the
Declaration of Trust.
Part Five: TERMINATION
(1) This agreement shall continue from year to year unless and until terminated
by the Placement Agent or the Trust, except that such continuance shall be
specifically approved at least annually by a vote of a majority of the Board of
Trustees who are not parties to this agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval, and by a majority of the Board of Trustees or by vote of a majority of
the outstanding voting securities of the Trust. As used in this paragraph, the
terms "interested person" and "vote of a majority of the outstanding voting
securities" shall have the meaning as set forth in the Investment Company Act of
1940, as amended.
(2) This agreement may be terminated by either party at any time by giving the
other party sixty (60) days written notice of such intention to terminate.
(3) This agreement shall terminate in the event of its assignment, the term
"assignment" for this purpose having the same meaning as set forth in the
Investment Company Act of 1940, as amended.
<PAGE>
IN WITNESS WHEREOF, The parties hereto have executed the foregoing agreement on
the date and year first above written.
GROWTH TRUST
Growth Portfolio
Growth Trends Portfolio
By /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
By /s/ Richard W. Kling
Richard W. Kling
Senior Vice President
PLACEMENT AGENT AGREEMENT
THIS AGREEMENT dated August 19, 1996 between Growth Trust, a Massachusetts
business trust (the "Trust"), on behalf of its underlying series portfolio,
Aggressive Growth Portfolio, and American Express Financial Advisors Inc., a
Delaware Corporation, the placement agent (the "Placement Agent") of units in
the Trust ("Trust Units").
Part One: SERVICES AS PLACEMENT AGENT
(1) Placement Agent will act as placement agent of the Trust Units
covered by the Trust's registration statement then in effect under the
Investment Company Act of 1940 (the "1940 Act"). Under this Agreement, neither
the Placement Agent nor its employees or any of its agents will make any offer
or sale of Trust Units in a manner which would require the Trust Units to be
registered under the Securities Act of 1933, as amended (the "1933 Act").
(2) The Placement Agent will act as placement agent for each class of
units issued and to be issued by the Trust during the period of this agreement
and agrees to offer for sale those units as long as those units remain available
for sale, unless the Placement Agent is unable or unwilling to make such offer
for sale or sales or solicitations therefor legally because of any federal,
state, provincial or governmental law, rule or agency or for any financial
reason.
(3) Nothing in this Agreement requires the Trust to accept any offer to
purchase any Trust units; all offers are subject to approval by the Board of
Trustees (the "Board").
(4) The Trust represents to the Placement Agent that all registration
statements filed by the Trust with the Commission under the Investment Company
Act of 1940 with respect to Trust units have been and will be prepared in
conformity with the requirements of the Investment Company Act of 1940 and the
rules and regulations of the Commission.
(5) The Trust agrees to make prompt and reasonable effort to do any and
all things necessary, in the opinion of the Placement Agent, to have and to keep
the Trust and the units properly registered or qualified in all appropriate
jurisdictions.
(6) The Trust agrees that it will furnish the Placement Agent with
information with respect to the affairs and accounts of the Trust, and in such
form, as the Placement Agent may from time to time reasonably require and
further agrees that the Placement Agent, at all reasonable times, shall be
permitted to inspect the books and records of the Trust.
(7) The Placement Agent and the Trust agree to use their best efforts
to conform with all applicable state and federal laws and regulations relating
to any rights or obligations under the terms of this agreement.
Part Two: ALLOCATION OF EXPENSES
Except as provided by any other agreements between the parties, the Placement
Agent covenants and agrees that during the period of this agreement it will pay
or cause or be paid all expenses incurred by the Placement Agent or any of its
affiliates, in the offering for sale or sale of each class of the Trust's units.
<PAGE>
Part Three: MISCELLANEOUS
(1) The Placement Agent shall be deemed to be an independent contractor and,
except as expressly provided or authorized in this agreement, shall have no
authority to act for or represent the Trust.
(2) The Placement Agent shall be free to render to others services similar to
those rendered under this agreement.
(3) Neither this agreement nor any transaction pursuant hereto shall be
invalidated or in any way affected by the fact that trustees, officers, agents
and/or unitholders of the Trust are or may be interested in the Placement Agent
as trustees, officers, unitholders or otherwise; that directors, officers,
shareholders or agents of the Placement Agent are or may be interested in the
Trust as trustees, officers, or otherwise; or that the Placement Agent is or may
be interested in the Trust as unitholder or otherwise; provided, however, that
neither the Placement Agent nor any officer or director of the Placement Agent
or any officers or trustees of the Trust shall sell to or buy from the Trust any
property or security other than a security issued by the Trust, except in
accordance with a rule, regulation or order of the Securities and Exchange
Commission.
(4) Any notice under this agreement shall be given in writing, addressed and
delivered, or mailed postpaid, to the parties to this agreement at each
company's principal place of business in Minneapolis, Minnesota, or to such
other address as either party may designate in writing mailed to the other.
(5) The Placement Agent agrees that no officer, director or employee of the
Placement Agent will deal for or on behalf of the Trust with himself or herself
as principal or agent, or with any corporation or partnership in which he or she
may have a financial interest, except that this shall not prohibit:
(a) Officers, directors and employees of the Placement Agent from
having a financial interest in the Trust or in the Placement Agent.
(b) The purchase of securities for the Trust, or the sale of securities
owned by the Trust, through a security broker or dealer, one or more of whose
partners, officers, directors or employees is an officer, director or employee
of the Placement Agent provided such transactions are handled in the capacity of
broker only and provided commissions charged do not exceed customary brokerage
charges for such services.
(c) Transactions with the Trust by a broker-dealer affiliate of the
Placement Agent if allowed by rule or order of the Securities and Exchange
Commission and if made pursuant to procedures adopted by the Trust's Board of
Trustees (the "Board").
(7) The Placement Agent agrees that, except as otherwise provided in this
agreement, or as may be permitted consistent with the use of a broker-dealer
affiliate of the Placement Agent under applicable provisions of the federal
securities laws, neither it nor any of its officers, directors or employees
shall at any time during the period of this agreement make, accept or receive,
directly or indirectly, any fees, profits or emoluments of any character in
connection with the purchase or sale of securities (except securities issued by
the Trust) or other assets by or for the Trust.
<PAGE>
(8) A copy of the Declaration of Trust, dated October 2, 1995, together with all
amendments, is on file in the office of the Secretary of State of the
Commonwealth of Massachusetts. The execution and delivery of this Agreement have
been authorized by the Trustees and the Agreement has been signed by an
authorized officer of the Trust. It is expressly agreed that the obligations of
the Trust under this Agreement shall not be binding upon any of the Trustees,
unitholders, nominees, officers, agents or employees of the Trust, personally,
but bind only the assets and property of the Trust, as provided in the
Declaration of Trust.
Part Five: TERMINATION
(1) This agreement shall continue from year to year unless and until terminated
by the Placement Agent or the Trust, except that such continuance shall be
specifically approved at least annually by a vote of a majority of the Board of
Trustees who are not parties to this agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval, and by a majority of the Board of Trustees or by vote of a majority of
the outstanding voting securities of the Trust. As used in this paragraph, the
terms "interested person" and "vote of a majority of the outstanding voting
securities" shall have the meaning as set forth in the Investment Company Act of
1940, as amended.
(2) This agreement may be terminated by either party at any time by giving the
other party sixty (60) days written notice of such intention to terminate.
(3) This agreement shall terminate in the event of its assignment, the term
"assignment" for this purpose having the same meaning as set forth in the
Investment Company Act of 1940, as amended.
IN WITNESS WHEREOF, The parties hereto have executed the foregoing agreement on
the date and year first above written.
GROWTH TRUST
Aggressive Growth Portfolio
By: /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
By: /s/ Richard W. Kling
Richard W. Kling
Senior Vice President
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<NAME> GROWTH TRENDS PORTFOLIO
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<TOTAL-LIABILITIES> 214693024
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<NET-INVESTMENT-INCOME> 117732767
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<NET-CHANGE-FROM-OPS> 4104570829
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<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 0
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<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 5397290155
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
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<GROSS-EXPENSE> 62517294
<AVERAGE-NET-ASSETS> 11009302842
<PER-SHARE-NAV-BEGIN> 0
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<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
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<NAME> AGGRESSIVE GROWTH PORTFOLIO
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<PERIOD-TYPE> 11-MOS
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<PERIOD-END> JUL-31-1997
<INVESTMENTS-AT-COST> 270427626
<INVESTMENTS-AT-VALUE> 304868777
<RECEIVABLES> 1273669
<ASSETS-OTHER> 721496
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 306863942
<PAYABLE-FOR-SECURITIES> 4390966
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36645
<TOTAL-LIABILITIES> 4427611
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<EXPENSES-NET> 998343
<NET-INVESTMENT-INCOME> 1393497
<REALIZED-GAINS-CURRENT> 19764744
<APPREC-INCREASE-CURRENT> 34895804
<NET-CHANGE-FROM-OPS> 56054075
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<SHARES-REINVESTED> 0
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<GROSS-EXPENSE> 1022627
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</TABLE>
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 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 8th day of January, 1997.
/s/ H. Brewster Atwater, Jr. /s/ Melvin R. Laird
H. Brewster Atwater, Jr. Melvin R. Laird
/s/ Lynne V. Cheney /s/ William R. Pearce
Lynne V. Cheney William R. Pearce
/s/ William H. Dudley /s/ Alan K. Simpson
William H. Dudley Alan K. Simpson
/s/ Robert F. Froehlke /s/ Edson W. Spencer
Robert F. Froehlke Edson W. Spencer
/s/ David R. Hubers /s/ John R. Thomas
David R. Hubers John R. Thomas
/s/ Heinz F. Hutter /s/ Wheelock Whitney
Heinz F. Hutter Wheelock Whitney
/s/ Anne P. Jones /s/ C. Angus Wurtele
Anne P. Jones C. Angus Wurtele
