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ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made the 19th day of August, 1996, by and between
Strategist Growth Fund, Inc. (the "Company"), a Minnesota
corporation, on behalf of its underlying series fund, 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 Company continuously with all administrative, accounting,
clerical, statistical, correspondence, corporate and all other
services of whatever nature required in connection with the
administration of the Company 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"), the Executive Committee 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 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
Company with the services as herein provided, neither the
Corporation, nor any officer, director or agent thereof shall be
held liable to the Company 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.
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 the
Company as set forth in the following table:
Assets Annual rate at
(billions) each asset level
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Strategist Special Growth Fund
First $0.25 0.060%
Next 0.25 0.055
Next 0.50 0.050
Next 1.0 0.045
Next 1.0 0.040
Next 3.0 0.035
Over 6.0 0.030
The administrative fee for each calendar day of each year shall be
equal to 1/365th (1/366th in each leap year) on 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 on 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 such suspension shall be computed as of the close of
business on the last full business day on which the net assets were
computed. As used herein, "net assets" as of the close of a full
business day shall include all transactions in shares of the
Company recorded on the books of the Company 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.
(3) The administrative fee provided for hereunder shall be
paid in cash by the Company to the Corporation within five (5)
business days after the last day of each month.
(4) Until July 31, 1997, AEFC 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 AEFC exceed 1.40%, the
Fund shall not pay fees and expenses under this Agreement to the
extent necessary to keep the Fund's 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 for services the company
requests.
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(e) Fees paid for the qualification and registration for
public sale of the securities of the Company 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, equal to the cost of such incurred by American Express
Financial Corporation.
(g) Fees of consultants employed by the Company.
(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 Preferred Master Trust Group and the
Corporation.
(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 the Company under this Agreement and any other
agreement between the Company 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 Company
shall not pay those expenses set forth in (1)(a) and (c) through
(m) of this Part Three to the extent necessary to keep the
Company's expenses from exceeding the limitation, it being
understood that the Corporation will assume all unpaid expenses and
▇▇▇▇ the Company for them in subsequent months but in no event can
the accumulation of unpaid expenses or billing be carried past the
end of the Company's fiscal year.
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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.
(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 Corporation, 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 as principal or agent, or with any corporation
or partnership in which he 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.
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(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.
Part Five: RENEWAL AND TERMINATION
(1) 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.
(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 GROWTH FUND, INC.
Strategist Special Growth Fund
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
