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DISTRIBUTION AGREEMENT
Agreement made as of the 13th day of November, 1996, by and between
Strategist World Fund, Inc. (the "Company"), a Minnesota
corporation, on behalf of its underlying series funds: Strategist
Emerging Markets Fund and Strategist World Technologies Fund (each
referred to as the "Fund" and collectively referred to as the
"Funds"); and American Express Service Corporation ("AESC"), a
Delaware corporation.
Part One: DISTRIBUTION OF SECURITIES
(1) The Company covenants and agrees that, during the term of
this agreement and any renewal or extension, AESC shall have the
exclusive right to act as principal underwriter for the Funds and
to offer for sale and to distribute either directly or through any
affiliated or unaffiliated entity any and all shares of each class
of capital stock issued or to be issued by the Funds.
(2) AESC hereby covenants and agrees to act as the principal
underwriter of the Funds' during the period of this agreement and
agrees during such period to offer for sale such shares as long as
such shares remain available for sale, unless AESC 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) With respect to the offering for sale and sale of shares of
each Fund, it is mutually understood and agreed that such shares
are to be sold on the following terms:
(a) All sales shall be made by means of an application, and
every application shall be subject to acceptance or rejection by
the Company at its principal place of business. Shares are to be
sold for cash, payable at the time the application and payment for
such shares are received at the principal place of business of the
Company.
(b) No shares shall be sold at less than the net asset value
(computed in the manner provided by the Fund's current Prospectus
or Statement of Additional Information and the Investment Company
Act of 1940, and rules thereunder). The number of shares or
fractional shares to be acquired by each applicant shall be
determined by dividing the amount of each accepted application by
the public offering price of one share of the capital stock of the
appropriate class as of the close of business on the day when the
application, together with payment, is received by the Company at
its principal place of business. The computation as to the number
of shares and fractional shares shall be carried to three decimal
points of one share with the computation being carried to the
nearest 1/1000th of a share. If the day of receipt of the
application and payment is not a full business day, then the asset
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value of the share for use in such computation shall be determined
as of the close of business on the next succeeding full business
day. In the event of a period of emergency, the computation of the
asset value for the purpose of determining the number of shares or
fractional shares to be acquired by the applicant may be deferred
until the close of business on the first full business day
following the termination of the period of emergency. A period of
emergency shall have the definition given thereto in the Investment
Company Act of 1940, and rules thereunder.
(4) The Company agrees to make prompt and reasonable effort to do
any and all things necessary, in the opinion of AESC, to have and
to keep the Company and the shares properly registered or qualified
in all appropriate jurisdictions and, as to shares, in such amounts
as AESC may from time to time designate in order that the Funds'
shares may be offered or sold in such jurisdictions.
(5) The Company agrees that it will furnish AESC with information
with respect to the affairs and accounts of the Company, and in
such form, as AESC may from time to time reasonably require and
further agrees that AESC, at all reasonable times, shall be
permitted to inspect the books and records of the Company.
(6) AESC or its agents may prepare or cause to be prepared from
time to time circulars, sales literature, broadcast material,
publicity data and other advertising material to be used in the
sales of shares issued by the Funds, including material which may
be deemed to be a prospectus under rules promulgated by the
Securities and Exchange Commission (each separate promotional piece
is referred to as an "Item of Soliciting Material"). At its
option, AESC may submit any Item of Soliciting Material to the
Company for its prior approval. Unless a particular Item of
Soliciting Material is approved in writing by the Company prior to
its use, AESC agrees to indemnify the Company and its directors and
officers against any and all claims, demands, liabilities and
expenses which the Company or such persons may incur arising out of
or based upon the use of any Item of Soliciting Material. The term
"expenses" includes amounts paid in satisfaction of judgments or in
settlements. The foregoing right of indemnification shall be in
addition to any other rights to which the Company or any director
or officer may be entitled as a matter of law. Notwithstanding the
foregoing, such indemnification shall not be deemed to abrogate or
diminish in any way any right or claim AESC may have against the
Company or its officers or directors in connection with the
Company's Registration Statement, Prospectus, Statement of
Additional Information or other information furnished by or caused
to be furnished by the Company.
(7) AESC agrees to submit to the Company each application for
shares immediately after the receipt of such application and
payment therefor by AESC at its principal place or business.
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(8) AESC agrees to cause to be delivered to each person
submitting an application a current prospectus of the respective
Fund in the form required by the applicable federal laws or by the
acts or statutes of any applicable state, province or country.
(9) The Funds shall have the right to extend to shareholders of
each class the right to use the proceeds of any cash dividend paid
by the respective Fund to that shareholder to purchase shares of
the same class at the net asset value at the close of business upon
the day of purchase, to the extent set forth in the Fund's
currently effective Prospectus or Statement of Additional
Information.
(10) Shares of each class of common stock issued by the Funds may
be offered and sold at their net asset value to the shareholders of
the same class of other funds in the Strategist Fund Group who wish
to exchange their investments in shares of the other funds in the
Strategist Fund Group to investments in shares of the Funds, to the
extent set forth in the Funds' currently effective Prospectus or
Statement of Additional Information, such net asset value to be
computed as of the close of business on the day of sale of such
shares of the Company.
(11) AESC and the Company 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 term of this
agreement.
Part Two: ALLOCATION OF EXPENSES
Except as provided by any other agreements between the parties,
AESC covenants and agrees that during the period of this agreement
it will pay or cause or be paid all expenses incurred by AESC or
any of its affiliates, in the offering for sale or sale of the
Funds' common stock
Part Three: COMPENSATION
(1) It is covenanted and agreed that AESC shall be paid:
(i) for a class of shares imposing a front-end sales charge,
by the purchasers of the Funds' shares in an amount equal to the
difference between the total amount received upon each sale of
shares issued by the Funds and the net asset value of such shares
at the time of such sale; and
(ii) for a class of shares imposing a deferred sales charge,
by owners of the Funds' shares at the time the sales charge is
imposed in an amount equal to any deferred sales charge, as
described in the Funds' current Prospectus.
Such sums as are received by the Company shall be received as Agent
for AESC and shall be remitted to AESC daily as soon as practicable
after receipt.
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(2) The net asset value of the Funds' common stock shall be
determined in the manner provided by the Funds' currently effective
Prospectus and Statement of Additional Information and the
Investment Company Act of 1940, and rules thereunder.
Part Four: MISCELLANEOUS
(1) AESC 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 Company or the Funds.
(2) AESC shall be free to render to others services similar to
those rendered under this agreement.
(3) Neither this agreement nor any transaction had pursuant
hereto shall be invalidated or in any way affected by the fact that
directors, officers, agents and/or shareholders of the Company are
or may be interested in AESC as directors, officers, shareholders
or otherwise; that directors, officers, shareholders or agents of
AESC are or may be interested in the Company as directors,
officers, shareholders or otherwise; or that AESC is or may be
interested in the Company as shareholder or otherwise; provided,
however, that neither AESC nor any officer or director of AESC or
any officers or directors of the Company shall sell to or buy from
the Company any property or security other than a security issued
by the Company, except in accordance with a rule, regulation or
order of the United States Securities and Exchange Commission.
(4) For the purposes of this agreement, a "business day" shall
have the same meaning as is given to the term in the By-laws of the
Company.
(5) 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.
(6) AESC agrees that no officer, director or employee of AESC
will deal for or on behalf of the Company 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 AESC from having
a financial interest in the Company or in AESC;
(b) The purchase of securities for the Funds, or the sale
of securities owned by the Funds, through a security broker or
dealer, one or more of whose partners, officers, directors or
employees is an officer, director or employee of AESC provided such
transactions are handled in the capacity of broker only and
provided commissions charged do not exceed customary brokerage
charges for such services; or
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(c) Transactions with the Company by a broker-dealer
affiliate of AESC if allowed by rule or order of the Securities
and Exchange Commission and if made pursuant to procedures adopted
by the Company's Board of Directors (the "Board").
(7) AESC agrees that, except as otherwise provided in this
agreement, or as may be permitted consistent with the use of a
broker-dealer affiliate of AESC 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
Company) or other assets by or for the Funds.
Part Five: TERMINATION
(1) This agreement shall continue from year to year unless and
until terminated by AESC or the Company, except that such
continuance shall be specifically approved at least annually by a
vote of a majority of the Board who are not parties to this
agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval, and
by a majority of the Board or by vote of a majority of the
outstanding voting securities of the Company. As used in this
paragraph, the term "interested person" shall have the meaning as
set forth in the Investment Company Act of 1940, as amended.
(2) This agreement may be terminated by AESC or the Company at
any time by giving the other party sixty (60) days written notice
of such intention to terminate.
(3) This agreement shall terminate in the event of its
assignment, the term "assignment" for this purpose having the same
meaning as set forth in the Investment Company Act of 1940, as
amended.
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IN WITNESS WHEREOF, The parties hereto have executed the foregoing
agreement on the date and year first above written.
STRATEGIST WORLD FUND, INC.
Strategist Emerging Markets Fund
Strategist World Technologies Fund
By ___/s/ Xxxxx X. Mitchell____________
Xxxxx X. Xxxxxxxx
President
AMERICAN EXPRESS SERVICE CORPORATION
By __/s/ Xxxxxxx X. Kling_______________
Xxxxxxx X. Xxxxx
Vice President
