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CUSTODIAN AGREEMENT
THIS CUSTODIAN AGREEMENT dated November 13, 1996, 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 a "Fund" and collectively as the "Funds"); 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 Company desires that the Funds' 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 Company and the Custodian agree as follows:
Section 1. Definitions
The word "securities" as used herein shall be construed to
include, without being limited to, shares, stocks, treasury stocks,
including any stocks of this Company, 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 shares, 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 Funds 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 Company 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.
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Section 2. Names, Titles and Signatures of Authorized Persons
The Company will certify to the Custodian the names and signatures
of its present officers and other designated persons authorized on
behalf of the Company to direct the Custodian by custodian order as
defined herein. The Company 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 Company as having been duly adopted by the Board of Directors
(the "Board") or the Executive Committee of the Board designating
those persons currently authorized on behalf of the Company to
direct the Custodian by custodian order 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 and act upon the names and signatures of the individuals as
they appear in the most recent certified list from the Company
which has been delivered to the Custodian as provided herein.
Section 3. Use of Subcustodians
The Custodian may make arrangements, where appropriate, and as
approved by the Company, 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 United States 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 Company 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.
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Section 4. Receipt and Disbursement of Money
(1) The Custodian shall open and maintain a separate account or
accounts in the name of each Fund 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 each Fund. The Custodian or its
agent shall make payments of cash to or for the account of each
Fund from such cash only:
(a) for the purchase of securities for each Fund upon the
receipt of such securities by the Custodian or its agent
unless otherwise instructed on behalf of the respective
Fund;
(b) for the purchase or redemption of shares of the Funds'
capital stock;
(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;
(e) for payments in connection with the conversion, exchange or
surrender of securities owned or subscribed to by each Fund
held by or to be delivered to the Custodian;
(f) for payments in connection with the return of securities
loaned by the respective Fund upon receipt of such
securities or the reduction of collateral upon receipt of
proper notice;
(g) for payments for other proper corporate purposes; or
(h) 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 Company 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.
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(2) The Custodian is hereby appointed the attorney-in-fact of the
respective Fund to endorse and collect all checks, drafts or other
orders for the payment of money received by the Custodian for the
account of the Fund and drawn on or to the order of the Fund and to
deposit same to the account of the respective Fund 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 each Fund.
The Custodian shall record and maintain a record of all certificate
numbers. Securities so received shall be held in the name of the
respective Fund, 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 Funds 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 Company
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 Company and only for the account of the respective Fund and 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 Funds 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
respective Fund, upon receipt of payment therefor;
(b) when such securities are called, redeemed, retired or
otherwise become payable;
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(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 merger, consolidation, reorganization,
recapitalization or readjustment, or otherwise;
(e) for the purpose of exchanging interim receipts or temporary
certificates for permanent certificates;
(f) upon conversion of such securities pursuant to their terms
into other securities;
(g) upon exercise of subscription, purchase or other similar
rights represented by such securities;
(h) for loans of such securities by the Funds upon 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 Company requesting such
transfer, exchange or delivery and stating that it is for a purpose
permitted under Section 6 (whenever a facsimile is utilized, the
Company will also deliver an original signed custodian order) and,
in respect to item (i), a copy of a resolution of the Board of
Directors or of the Executive Committee of the Board signed by an
officer of the Company 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 Company, 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
respective Fund which call for payment upon presentation
and hold all cash received by it upon such payment for the
account of the Fund;
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(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 Funds 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 Funds.
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
Funds. The Custodian shall promptly deliver to the Company 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 Company), but without indicating the manner in which such
proxies are to be voted.
Custodian shall transmit promptly to the Company 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 Funds. With respect to tender or exchange
offers, the Custodian shall transmit promptly to the Company 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 Company 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.
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Section 10. Custodian's Reports
The Custodian shall furnish the Company as of the close of business
each day a statement showing all transactions and entries for the
account of the Funds. 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 Company, internal auditors
employed by the Company's investment adviser, and independent
auditors employed by the Company. The Custodian shall furnish the
Company in such form as may reasonably be requested by the Company
a report, including a list of the securities held by it in custody
for the account of each Fund, 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 Company. Should any report
ever be filed with any governmental authority pertaining to lost or
stolen securities, the Custodian will concurrently provide the
Company with a copy of that report.
The Custodian also shall furnish such reports on its systems of
internal accounting control as the Company 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, and may rely on the genuineness of any such document
which it may in good faith believe to have been validly executed.
The Company agrees to indemnify and hold harmless Custodian and its
nominee from all taxes, charges, expenses, assessments, claims and
liabilities (including reasonable 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. In the event of any advance
of cash for any purpose made by Custodian resulting from orders or
instructions of the Company, 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 respective Fund shall be security therefor.
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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 Company 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 Company 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 Company
ninety days' written notice of such termination by registered mail
addressed to the Company at its principal place of business.
The Company may terminate this agreement (as to one of the funds or
all of the funds) 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 Company, by
registered mail to the Custodian.
Upon such termination of this Agreement, assets of the Funds (for
which the agreement was terminated) held by the Custodian shall be
delivered by the Custodian to a successor custodian, if one has
been appointed by the Company, 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
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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 shares of each Fund (as to the
respective Fund) and after written notice of such action to the
Custodian.
Section 13. 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.
STRATEGIST WORLD FUND, INC.
Strategist Emerging Markets Fund
Strategist World Technologies Fund
By:_/s/ ▇▇▇▇▇ ▇. Mitchell_____
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
AMERICAN EXPRESS TRUST COMPANY
By: _/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. Patel_
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President