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ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made 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 Financial Corporation (the
"Corporation"), a Delaware corporation.
Part One: SERVICES
(1) The Company hereby retains the Corporation, and the Corporation
hereby agrees, for the period of this agreement and under the terms
and conditions hereinafter set forth, to furnish the Funds
continuously with all administrative, accounting, clerical,
statistical, correspondence, corporate and all other services of
whatever nature required in connection with the administration of
the Funds as provided under this agreement; and to pay such
expenses as may be provided for in Part Three hereof; subject
always to the direction and control of the Board of Directors (the
"Board"), and the authorized officers of the Company. The
Corporation agrees to maintain an adequate organization of
competent persons to provide the services and to perform the
functions herein mentioned. The Corporation agrees to meet with
any persons at such times as the Board of the Company deems
appropriate for the purpose of reviewing the Corporation's
performance under this agreement.
(2) The Company agrees that it will furnish to the Corporation any
information that the latter may reasonably request with respect to
the services performed or to be performed by the Corporation under
this agreement.
(3) It is understood and agreed that in furnishing the Corporation
with the services as herein provided, neither the Corporation, nor
any officer, director or agent thereof shall be held liable to the
Corporation or its creditors or shareholders 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 Corporation may rely
upon information furnished to it reasonably believed to be accurate
and reliable.
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Part Two: COMPENSATION FOR SERVICES
(1) The Company agrees to pay to the Corporation, and the
Corporation covenants and agrees to accept from the Company in full
payment for the services furnished, based on the net assets of each
Fund as set forth in the following table:
Assets Annual Rate At
(Billions) Each Asset Level
Strategist Emerging Markets Fund
First $0.25 0.100%
Next 0.25 0.090
Next 0.25 0.080
Next 0.25 0.070
Next 1.00 0.060
Over 2.00 0.050
Assets Annual Rate At
(Billions) Each Asset Level
Strategist World Technologies Fund
First $0.25 0.060%
Next 0.25 0.055
Next 0.25 0.050
Next 0.25 0.045
Next 1.00 0.040
Over 2.00 0.035
The administrative fee for each calendar day of each year shall be
equal to 1/365th (1/366th in each leap year) of the total amount
computed. The computation shall be made for each such 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 administrative fee for each day
during the 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 a respective Fund
recorded on the books of that Fund for that day.
(2) The administrative fee shall be paid on a monthly basis and, in
the event of the termination of this agreement, the administrative
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.
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(3) The administrative fee provided for hereunder shall be paid in
cash to the Corporation within five (5) business days after the
last day of each month.
(4) Until October 31, 1997, the Corporation has agreed to waive
fees and to absorb fund expenses under this agreement. If, at the
end of any month, the fees and expenses of the Fund under this
agreement and any other agreement between the Fund and the
Corporation exceed 2.20% for Emerging Markets Fund or 1.50% for
World Technologies Fund, the Fund shall not pay fees and expenses
under this agreement to the extent necessary to keep Emerging
Markets and World Technologies Funds' expense ratio from exceeding
the limitation.
Part Three: ALLOCATION OF EXPENSES
(1) The Company agrees to pay:
(a) Administrative fees payable to the Corporation for its services
under the terms of this agreement;
(b) Taxes;
(c) Fees and charges of its independent certified public
accountants for services the Company requests;
(d) Fees and expenses of attorneys (i) it employs in matters not
involving the assertion of a claim by a third party against the
Company, its directors and officers, (ii) it employs in conjunction
with a claim asserted by the Board against the Corporation, except
that the Corporation shall reimburse the Company for such fees and
expenses if it is ultimately determined by a court of competent
jurisdiction, or the Corporation agrees, that it is liable in whole
or in part to the Company, and (iii) it employs to assert a claim
against a third party;
(e) Fees paid for the qualification and registration for public
sale of the securities of the Funds under the laws of the United
States and of the several states in which such securities shall be
offered for sale;
(f) Office expenses which shall include a charge for occupancy,
insurance on the premises, furniture and equipment, telephone,
telegraph, electronic information services, books, periodicals,
published services, and office supplies used by the Company for the
Funds, equal to the cost of such incurred by the Corporation;
(g) Fees of consultants employed by the Company;
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(h) Directors, 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
directors, officers and employees, directors and officers liability
insurance, errors and omissions liability insurance, worker's
compensation insurance and other expenses applicable to the
directors, officers and employees, except the Company will not pay
any fees or expenses of any person who is an officer or employee of
the Corporation or its affiliates;
(i) Filing fees and charges incurred by the Company in connection
with filing any amendment to its articles of incorporation, or
incurred in filing any other document with the State of Minnesota
or its political subdivisions;
(j) Organizational expenses of the Company;
(k) One-half of the Investment Company Institute membership dues
charged jointly to the Strategist Fund Group and the Corporation;
and
(l) Expenses properly payable by the Company, approved by the
Board.
(2) The Corporation agrees to pay all expenses associated with the
services it provides under the terms of this agreement. Further,
the Corporation agrees that if, at the end of any month, the
expenses of each Fund under this agreement and any other agreement
between each Fund and the Corporation, but excluding those expenses
set forth in (1)(b) of this Part Three, exceed the most restrictive
applicable state expenses limitation, the respective Fund shall not
pay those expenses set forth in (1)(a) and (c) through (m) of this
Part Three to the extent necessary to keep that Fund's expenses
from exceeding the limitation, it being understood that the
Corporation will assume all unpaid expenses and xxxx the Fund for
them in subsequent months but in no event can the accumulation of
unpaid expenses or billing be carried past the end of the
respective Fund's fiscal year.
Part Four: MISCELLANEOUS
(1) The Corporation 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.
(2) A "full business day" shall be as defined in the By-laws of the
Company.
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(3) The Company recognizes that the Corporation 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 Company
and that the Corporation manages its own investments and/or those
of its subsidiaries. The Corporation shall be free to render such
investment advice and other services and the Company hereby
consents thereto.
(4) Neither this agreement nor any transaction had pursuant hereto
shall be invalidated or in anyway affected by the fact that
directors, officers, agents and/or shareholders of the Company are
or may be interested in the Corporation or any successor or
assignee thereof, as directors, officers, stockholders or
otherwise; that directors, officers, stockholders or agents of the
Corporation are or may be interested in the Company as directors,
officers, shareholders, or otherwise; or that the Corporation or
any successor or assignee, is or may be interested in the Company
as shareholder or otherwise, provided, however, that neither the
Corporation, nor any officer, director or employee thereof or of
the Company, shall sell to or buy from the Company any property or
security other than shares issued by the Company, except in
accordance with applicable regulations or orders of the United
States Securities and Exchange Commission.
(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 Corporation agrees that no officer, director or employee of
the Corporation 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 officers, directors or
employees of the Corporation from having a financial interest in
the Company or in the Corporation.
(7) The Company agrees that the Corporation 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 Corporation remains fully
responsible for the services.
(8) 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. This agreement
shall be governed by the laws of the State of Minnesota.
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Part Five: RENEWAL AND TERMINATION
(1) This agreement shall become effective on the date first set
forth above 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.
(2) This agreement may not be amended or modified in any manner
except by a written agreement executed by both parties.
IN WITNESS THEREOF, the parties hereto have executed the foregoing
agreement as of the day 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 FINANCIAL CORPORATION
By: __/s/ Xxxxxxx X. Hogan___________
Xxxxxxx X. Xxxxx
Vice President
