PAGE 1
Plan and Agreement of Distribution
This plan and agreement is made by and between Strategist Growth
Fund, Inc. (the "Company") on behalf of its underlying series fund,
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 July 31, 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 1.40%, 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.
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.
PAGE 2
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 a 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 19th day of August, 1996.
STRATEGIST GROWTH FUND, INC.
Strategist Special Growth Fund
By /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
President
AMERICAN EXPRESS SERVICE CORPORATION
By /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Vice President
