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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Strategist Growth Fund, Inc.
IDS Tower 10
Minneapolis, MN 55440-0010
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2. Name of each series or class of funds for which this notice is filed:
Series Class(es) of Shares
Strategist Growth Fund
Strategist Special Growth Fund
Strategist Growth Trends Fund
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3. Investment Company Act File Number: 811-07401
Securities Act File Number: 33-63905
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4. Last day of fiscal year for which this notice is filed: July 31, 1997
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration: [ ]
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6. Date of termination of issuer's declaration under rule 24f-2 (a) (a), if
applicable (see instruction A.6):
Not Applicable
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year: 0
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8. Number and amount of securies registered during the fiscal year other than
pursuant to rule 24f-2: 0
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9. Number and aggregate sale price of securities sold during the fiscal year:
13,346,690
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10. Number of aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2: 13,346,690
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7): N/A
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12. Calculation registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 13,346,690
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + 0
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 35,221,043
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance of rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line(iv)] (if applicable): [21,874,353]
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 0
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only if the
form is being filed within 60 days after the close of the issuer's fiscal year.
See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a): [ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By________________________________
Eileen J. Newhouse
Secretary
Date: September 22, 1997
EXHIBIT INDEX
(b) (10) OPINION OF COUNSEL
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September 22, 1997
Strategist Growth Fund, Inc.
IDS Tower 10
Minneapolis, Minnesota 55440-0010
Gentlemen:
I have examined the Articles of Incorporation and the By-Laws of the Company and
all necessary certificates, permits, minute books, documents and records of the
Company, and the applicable statutes of the State of Minnesota, and it is my
opinion:
(a) That the Company is a corporation duly organized and existing under the
laws of the State of Minnesota with an authorized capital stock of
20,000,000,000 shares, all of $.01 par value, that such shares may be
issued as full or fractional shares and that on July 31, 1996,
2,319,533 shares were issued and outstanding;
(b) That all such authorized shares are, under the laws of the State of
Minnesota, redeemable as provided in the Articles of Incorporation of
the Company and upon redemption shall have the status of authorized and
unissued shares;
(c) That the Company registered on Nov. 2, 1995 an indefinite number of
shares pursuant to Rule 24f-2 and is herewith filing a Rule 24f-2
Notice covering the shares sold during its Fiscal Period ended July 31,
1996; and
(d) That shares which were sold at not less than their par value and in
accordance with applicable federal and state securities laws were
legally issued, fully paid and nonassessable.
I hereby consent that the foregoing opinion may be used in connection with the
Rule 24f-2 Notice.
Very truly yours,
Eileen J. Newhouse
Counsel
EJN/HB/jc
