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Plan and Agreement of Distribution
This plan and agreement is made by and between Strategist Growth
and Income Fund, Inc. (the "Company") on behalf of its underlying
series funds, and American Express Service Corporation ("AESC"),
the principal underwriter of the Company, for distribution services
to the Company.
The Plan and Agreement has been approved by members of the Board of
Directors (the "Board") of the Company who are not interested
persons of the Company and have no direct or indirect financial
interest in the operation of the plan or any related agreement, and
all of the members of the Board, in person, at a meeting called for
the purpose of voting on the plan and agreement.
The Plan and Agreement provides that:
1. The Company will reimburse AESC for all sales and
promotional expenses attributable to the sale of the
Company's shares, including sales commissions, business
and employee expenses charged to distribution of
shares, and corporate overhead appropriately allocated
to the sale of shares.
2. The amount of the reimbursement shall be equal on an
annual basis to 0.25% of the average daily net assets
of the Company. The amount so determined shall be paid
to AESC in cash within five (5) business days after the
last day of each month. AESC agrees that if, at the
end of any month, the expenses of the Company,
including fees under this agreement and any other
agreement between the Company and AESC or American
Express Financial Corporation, but excluding taxes,
brokerage commissions and charges in connection with
the purchase and sale of assets, exceed the most
restrictive applicable state expense limitation for the
Company's current fiscal year, the Company shall not
pay fees and expenses under this agreement to the
extent necessary to keep the Company's expenses from
exceeding the limitation, it being understood that AESC
will assume all unpaid expenses and xxxx 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.
Until September 30, 1997, AESC 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 AESC exceed 1.25% for Equity
Income Fund, 1.3% for Total Return Fund, 1.25% for
Equity Fund or 1.25% for Balanced Fund, the Fund shall
not pay fees and expenses under this Agreement to the
extent necessary to keep the Equity Income, Total
Return, Equity and Balanced Funds' expense ratio from
exceeding the limitation.
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3. AESC agrees to provide at least quarterly an analysis
of distribution expenses and to meet with
representatives of the Company as reasonably requested
to provide additional information.
4. The Plan and Agreement shall continue in effect for a
period of more than one year provided it is reapproved
at least annually in the same manner in which it was
initially approved.
5. The Plan and Agreement may not be amended to increase
materially the amount that may be paid by the Company
without the approval of at least a majority of the
Company's outstanding shares.
6. This agreement may be terminated at any time without
payment of any penalty by a vote of a majority of the
members of the Board who are not interested persons of
the Company and have no financial interest in the
operation of the plan and agreement, or by vote of a
majority of the Company's outstanding shares, or by
AESC. The Plan and Agreement will terminate
automatically in the event of its assignment as that
term is defined in the Investment Company Act of 1940.
Approved this 13th day of May, 1996.
STRATEGIST GROWTH AND INCOME FUND, INC.
Strategist Balanced Fund
Strategist Equity Income Fund
Strategist Total Return Fund
Strategist Equity Fund
By /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
President
AMERICAN EXPRESS SERVICE CORPORATION
By /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Vice President
