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Plan and Agreement of Distribution
This plan and agreement is made by and between Strategist Tax-Free
Income 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 November 30, 1996, 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 0.95% for Tax-
Free High Yield Fund, the Fund shall not pay fees and expenses
under this Agreement to the extent necessary to keep the Tax-Free
High Yield 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.
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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 13th day of May, 1996.
STRATEGIST TAX-FREE INCOME FUND, INC.
Strategist Tax-Free High Yield Fund
By /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
President
AMERICAN EXPRESS SERVICE CORPORATION
By /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Vice President
