<PAGE>
PAGE 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. (File No. 33-63909)
Post-Effective Amendment No. 2
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 3 (File No. 811-07407)
STRATEGIST TAX-FREE INCOME FUND, INC.
(formerly Express Direct Tax-Free Fund, Inc.)
IDS Tower 10, Minneapolis, Minnesota 55440-0010
Eileen J. Newhouse - IDS Tower 10,
Minneapolis, Minnesota 55440-0010
(612) 671-2772
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check
appropriate box)
_____immediately upon filing pursuant to paragraph (b)
X on January 29, 1997 pursuant to paragraph (b)
_____60 days after filing pursuant to paragraph (a)(i)
_____on (date) pursuant to paragraph (a)(i)
_____75 days after filing pursuant to paragraph (a)(ii)
_____on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
_____this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
The Registrant has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Rule 24f of
the Investment Company Act of 1940.
Strategist Tax-Free High Yield Fund, a series of the Registrant, is
a part of a master/feeder operating structure. This Post-Effecitve
Amendment includes a signature page for Tax-Free Income Trust, the
master fund.
<PAGE>
PAGE 2
Cross reference sheet for the Fund showing the location in its
prospectus and the Statement of Additional Information of the
information called for by the items enumerated in Parts A and B of
Form N-1A.
Negative answers omitted from prospectus are so indicated.
<TABLE><CAPTION>
PART A PART B
Section Section in
Item No. in Prospectus Item No. Statement of Additional Information
<S> <C> <C> <C>
1 Cover page of prospectus 10 Cover page of SAI
2(a) The Fund in brief; Fund 11 Table of Contents
expenses
(b) The Fund in brief; Fund 12 NA
expenses
(c) The Fund in brief; Fund 13(a) Additional Investment Policies; all
expenses appendices except Dollar-Cost Averaging
(b) Additional Investment Policies
3(a) NA (c) Additional Investment Policies
(b) NA (d) Security Transactions
(c) Performance
(d) NA 14(a) Board Members and Officers
(b) Board Members and Officers
4(a) The Fund in brief; Investment policies (c) Board Members and Officers
and risks; How the Fund and Portfolio
are organized 15(a) NA
(b) Investment policies and risks (b) NA
(c) Investment policies and risks (c) Board Members and Officers
5(a) Board members and officers 16(a)(i) How the Fund and Portfolio are organized*;
About the Advisor
(b)(i) Investment Manager; About the Advisor (a)(ii) Agreements: Investment Management Services
(b)(ii) Investment manager; Administrator and Agreement, Plan and
transfer agent Agreement of Distribution/Distribution Agreement
(b)(iii) Investment manager (a)(iii) NA
(c) Portfolio manager (b) NA
(d) Administrator and transfer agent (c) NA
(e) Administrator and transfer agent (d) Agreements: Administrative Services Agreement
(f) Investment manager; Administrator and (e) NA
transfer agent; Distributor (f) Agreements: Plan and Agreement of
(g) About the Advisor Distribution/Distribution Agreement
(g) NA
5A(a) NA (h) Custodian; Independent Auditors
(b) NA (i) Agreements: Transfer Agency Agreement; Custodian
6(a) Shares; Voting rights 17(a) NA
(b) NA (b) Brokerage Commissions Paid to Brokers Affiliated
(c) NA with the Advisor
(d) NA (c) Security Transactions
(e) Cover page; Special shareholder services (d) Security Transactions
(f) Dividend and capital gains distributions; (e) Security Transactions
Reinvestments
(g) Taxes 18(a) Shares; Voting rights*
(h) Special considerations regarding master/ (b) NA
feeder structure
7(a) Distributor 19(a) Investing in the Fund
(b) Valuing Fund shares (b) Valuing Fund shares*; Investing in the Fund;
(c) NA Redeeming Shares
(d) How to purchase shares (c) Redeeming Shares
(e) NA
(f) Distributor 20 Taxes
8(a) How to redeem shares; Special considerations 21(a) Agreements: Plan and Supplemental Agreement of
regarding master/feeder structure Distribution/Distribution Agreement, Placement
(b) NA Agency Agreement
(c) How to purchase, exchange or redeem shares:
Other important information (b) Agreements: Plan and Supplemental Agreement of
(d) How to purchase, exchange or redeem shares: Distribution/Distribution Agreement, Placement
How to redeem shares Agency Agreement
9 None 22(a) NA
(b) Performance Information (for all funds except
money market funds)
23 NA
*Designates page number in prospectus.
/TABLE
<PAGE>
PAGE 3
Strategist Tax-Free High Yield Fund
Prospectus
Jan. 29, 1997
This prospectus describes a diversified, no-load mutual fund,
Strategist Tax-Free High Yield Fund, a series of Strategist Tax-
Free Income Fund, Inc., whose goal is to provide high yield
generally exempt from federal income taxes.
The Fund has chosen to participate in a master/feeder structure.
It seeks to achieve its goal by investing all of its assets in a
Portfolio of Tax-Free Income Trust. The Portfolio is a separate
investment company managed by American Express Financial
Corporation that has the same goal as the Fund. This arrangement
is commonly known as a master/feeder structure.
This prospectus contains facts that can help you decide if the Fund
is the right investment for you. Read it before you invest and
keep it for future reference.
Additional facts about the Fund are in a Statement of Additional
Information (SAI), filed with the Securities and Exchange
Commission (SEC) and available for reference, along with other
related materials, on the SEC Internet web site
(http://www.sec.gov). The SAI, is incorporated here by reference.
For a free copy, contact American Express Financial Direct.
Like all mutual fund shares, these securities have not been
approved or disapproved by the Securities and Exchange Commission
or any state securities commission, nor has the Securities and
Exchange Commission or any state securities commission passed upon
the accuracy or adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
Please note that this Fund:
o is not a bank deposit
o is not federally insured
o is not endorsed by any bank or government agency
o is not guaranteed to achieve its goal
American Express Financial Direct
P.O. Box 59196
Minneapolis, MN
55459-0196
1-800-AXP-SERV
TTY: 1-800-710-5260
<PAGE>
PAGE 4
Table of contents
The Fund in brief
Goal and types of Fund investments and their risks
Structure of the Fund
Manager and distributor
Portfolio manager
Fund expenses
Performance
Total Returns
Yield
Investment policies and risks
Facts about investments and their risks
Valuing Fund shares
How to purchase, exchange or redeem shares
How to purchase shares
How to exchange shares
How to redeem shares
Systematic purchase plans
Other important information
Special shareholder services
Services
Quick telephone reference
Distributions and taxes
Dividend and capital gain distributions
Reinvestments
Taxes
How to determine the correct TIN
How the Fund and Portfolio are organized
Shares
Voting rights
Shareholder meetings
Special considerations regarding master/feeder structure
Board members and officers
Investment manager
Administrator and transfer agent
Distributor
About the Advisor
Appendices
Appendix A: Description of bond ratings
Appendix B: 1997 Federal tax-exempt and taxable equivalent yield
calculation
Appendix C: Descriptions of derivative instruments
<PAGE>
PAGE 5
The Fund in brief
Strategist Tax-Free High Yield Fund (the Fund) is a diversified
mutual fund that seeks to achieve its goal by investing all of its
assets in Tax-Free High Yield Portfolio (the Portfolio) of Tax-Free
High Yield Trust (the Trust) rather than by directly investing in
and managing its own portfolio of securities. The Fund is a series
of Strategist Tax-Free Income Fund, Inc. (the Company).
Goal and types of Fund investments and their risks
The Fund seeks to provide shareholders with a high yield generally
exempt from federal income taxes. It does so by investing all of
its assets in the Portfolio, which has the same investment
objective as the Fund. The Portfolio is a diversified mutual fund
that usually invests in medium- and lower-quality bonds and notes
issued by or on behalf of state and local governmental units whose
interest generally is exempt from federal income tax. The
Portfolio also may invest in derivative instruments and money
market instruments.
Because investments involve risk, the Fund cannot guarantee
achieving its goal. Some of the Portfolio's investments may be
considered speculative and involve additional investment risks.
Structure of the Fund
The Fund uses what is commonly known as a master/feeder structure.
This means that it is a feeder fund that invests all of its assets
in a Portfolio which is its master fund. The Portfolio actually
invests in and manages the securities and has the same goals and
investment policies as the Fund. This structure is described in
more detail in the section captioned "Special considerations
regarding master/feeder structure." Here is an illustration of the
structure:
Investors
buy shares in
the Fund
The Fund
invests in
the Portfolio
the Portfolio invests in
securities, such as stocks
or bonds
Manager and distributor
The Portfolio is managed by American Express Financial Corporation
(the Advisor), a provider of financial services since 1894. The
Advisor currently manages more than $58 billion in assets. These
assets are managed by a team of highly skilled, experienced
professionals, backed by one of the nation's largest investment
departments. Our team of professionals includes portfolio
<PAGE>
PAGE 6
managers, senior economists and supporting staff, stock and bond
analysts including Chartered Financial Analysts, and investment
managers and researchers based in London and Hong Kong who add a
global dimension to our expertise. These professionals evaluate
thousands of securities.
Shares of the Fund are sold through American Express Service
Corporation (the Distributor), an affiliated company of the
Advisor.
Portfolio manager
Kurt Larson joined the Advisor in 1961 and serves as vice president
and senior portfolio manager. He has managed the assets of Tax-
Free High Yield Portfolio and its predecessor fund since 1979.
Fund expenses
The purpose of the following table and example is to summarize the
aggregate expenses of the Fund and its Portfolio and to assist
investors in understanding the various costs and expenses that
investors in the Fund may bear directly or indirectly. The
Company's board believes that, over time, the aggregate per share
expenses of the Fund and its Portfolio should be approximately
equal to (and may be less than) the per share expenses the Fund
would have if the Company retained its own investment advisor and
the assets of the Fund were invested directly in the type of
securities held by the Portfolio. For additional information
concerning Fund and Portfolio expenses, see "How the Fund and
Portfolio are organized."
Shareholder transaction expenses+
Maximum sales charge on purchases*
(as a percentage of offering price)
Tax-Free High
Yield Fund
0%
Annual Fund and allocated Portfolio operating expenses
(% of average daily net assets):
Management fee** 0.47%
12b-1 fee 0.25%
Other expenses*** 0.23%
Total (after reimbursement) 0.95%
*There is no sales load; however, the Fund imposes a 0.50%
redemption fee for shares redeemed or exchanged within 180 days of
their purchase date. This fee reimburses the Fund for brokerage
fees and other costs incurred. This fee also helps assure that <PAGE>
PAGE 7
long-term shareholders are not unfairly bearing the costs
associated with frequent traders.
**The management fee is paid by the Trust on behalf of the
Portfolio.
***Other expenses include an administrative services fee, a
transfer agency fee and other nonadvisory expenses.
+A wire redemption charge, currently $15.00 is deducted from the
shareholder's Investment Management Account for wire redemptions
made at the request of the shareholder.
The Advisor and the Distributor have agreed to waive certain fees
and to absorb certain other Fund expenses until Nov. 30, 1997.
Under this agreement, the Fund's total expenses will not exceed
0.95%. Without this agreement, the estimated Other expenses and
Total fund operating expense would have been 23.44% and 24.16%.
Example: Suppose for each year for the next 10 years, Fund expenses
are as above and annual return is 5%. If you sold your shares at
the end of the following years, for each $1,000 invested, you would
pay total expenses of:
1 year $10
3 years $30
5 years $53
10 years $117
The table and example do not represent actual expenses, past or
future. Actual expenses may be higher or lower than those shown.
Because the Fund pays annual distribution (12b-1) fees, long-term
shareholders may indirectly pay an equivalent of more than a 7.25%
sales charge, the maximum permitted by the National Association of
Securities Dealers.
Performance
Financial highlights
Fiscal period ended Nov. 30, 1996*
Per share income and capital changes**
Net asset value, beginning of period $4.46
Income from investment operations:
Net investment income .15
Net gains (both realized and unrealized) .10
Total from investment operations .25
Less distributions:
Dividends from net investment income (.15)
Net asset value, end of period $4.56
Ratios/supplemental data
Net assets, end of period (in thousands) $535
<PAGE>
PAGE 8
Ratio of expenses to average daily net assets++ .95%+
Ratio of net income to average daily net assets 6.22%+
Portfolio turnover rate (excluding short-term 4%
securities) for the underlying Portfolio
Total return 5.5%
*Inception date was May 13, 1996.
**For a share outstanding throughout the period. Rounded to the
nearest cent.
+Adjusted to an annual basis.
++The Advisor and Distributor voluntarily limited total operating
expenses to 0.95% of average daily net assets. Without this
agreement, the ratio of expenses to average daily net assets
would have been 24.16%.
The information in this table has been audited by KPMG Peat Marwick
LLP, independent auditors. The independent auditor's report and
additional information about the performance of the Fund are
contained in the Fund's annual report which, if not included with
this prospectus, may be obtained without charge.
Total returns
Total return is the sum of all of your returns for a given period,
assuming you reinvest all distributions. It is calculated by
taking the total value of shares you own at the end of the period
(including shares acquired by reinvestment), less the price of
shares you purchased at the beginning of the period.
Average annual total return is the annually compounded rate of
return over a given time period (usually two or more years). It is
the total return for the period converted to an equivalent annual
figure.
Average annual total returns as of Nov. 30, 1996
Purchase 1 year 5 years 10 years
made ago ago ago
Tax-Free High Yield
Fund +4.01% +6.91% +7.06%
Lehman Brothers
Municipal Bond Index +3.95 +7.44 +7.52
Cumulative total returns as of Nov. 30, 1996
Purchase 1 year 5 years 10 years
made ago ago ago
Tax-Free High Yield
Fund +4.01% +39.72% +98.08%
Lehman Brothers
Municipal Bond Index +3.95 +43.15 +106.56
<PAGE>
PAGE 9
On May 13, 1996, IDS High Yield Tax-Exempt Fund transferred all of
its assets to the Portfolio. The performance information in the
foregoing tables represents performance of IDS High Yield Tax-
Exempt Fund prior to March 20, 1995 and of Class A shares of IDS
High Yield Tax-Exempt Fund from March 20, 1995 through Nov. 30,
1996, adjusted to reflect the absence of sales charges on shares of
the Fund sold through this prospectus. The performance has not
been adjusted for any difference between the estimated aggregate
fees and expenses of the Fund and fees and expenses of IDS High
Yield Tax-Exempt Fund.
These examples show total returns from hypothetical investments in
the Fund. These returns are compared to those of a popular index
for the same periods.
For purposes of calculation, information about the Fund makes no
adjustments for taxes an investor may have paid on the reinvested
income and capital gains, and covers a period of widely fluctuating
securities prices. Returns shown should not be considered a
representation of the Fund's future performance.
Lehman Brothers Municipal Bond Index is an unmanaged index made up
of a representative list of general obligation, revenue, insured
and pre-refunded bonds. The index is frequently used as a general
measure of tax-exempt bond market performance. However, the
securities used to create the index may not be representative of
the bonds held in the Portfolio. The index reflects reinvestment
of all distributions and changes in market prices, but excludes
brokerage commissions or other fees.
Yield
Yield is the net investment income earned per share for a specified
time period, divided by the net asset value at the end of the
period. From time to time the Fund may advertise its 30-day
annualized yield. The Fund calculates the 30-day annualized yield
by dividing:
o net investment income per share deemed earned during a 30-day
period by
o the net asset value per share on the last day of the period,
o converting the result to a yearly equivalent figure.
The Fund also may calculate a tax equivalent yield by dividing the
tax-exempt portion of its yield by one minus a stated income tax
rate. A tax equivalent yield demonstrates the taxable yield
necessary to produce an after-tax yield equivalent to that of a
fund that invests in exempt obligations.
The Fund's yield varies from day to day, mainly because share
values and offering prices (which are calculated daily) vary in
response to changes in interest rates. Net investment income
normally changes much less in the short run. Thus, when interest <PAGE>
PAGE 10
rates rise and share values fall, yield tends to rise. When
interest rates fall, yield tends to follow. Past yields should not
be considered an indicator of future yields.
Investment policies and risks
The policies described below apply both to the Fund and the
Portfolio.
Under normal market conditions, the Portfolio will invest at least
80% of its net assets in bonds and notes issued by or on behalf of
state and local governmental units whose interest is exempt from
federal income tax (according to the opinion of counsel for the
issuer) and is not subject to the alternative minimum tax. This
policy cannot be changed without approval of a majority of the
outstanding voting securities. Other investments include
derivative instruments, money market instruments and bonds subject
to the alternative minimum tax computation.
The various types of investments described above that the portfolio
manager uses to achieve investment performance are explained in
more detail in the next section and in the SAI.
Facts about investments and their risks
Bonds and notes exempt from federal income taxes: The price of
bonds generally falls as interest rates increase, and rises as
interest rates decrease. The price of bonds or notes also
fluctuates if the credit rating is upgraded or downgraded. The
price of bonds or notes below investment grade may react more to
the ability of a company to pay interest or principal when due than
to changes in interest rates. They have greater price
fluctuations, are more likely to experience a default, and
sometimes are referred to as junk bonds. Reduced market liquidity
for these bonds may occasionally make it more difficult to value
them.
The Portfolio usually invests in medium- and lower-quality notes
rated A, BBB or BB by Standard & Poor's Corporation, Moody's
Investors Service, Inc. or Fitch Investors Services, Inc., or in
securities the portfolio manager believes have similar qualities
even though they are not rated or have been given a lower rating by
a rating agency. The Portfolio invests in higher-quality bonds and
notes when the difference in yield between higher- and lower-
quality securities does not warrant the increase in risk or there
is not an adequate supply of lower-quality securities. Securities
that are subsequently downgraded in quality may continue to be held
by the Portfolio and will be sold only when the investment manager
believes it is advantageous to do so.
<PAGE>
PAGE 11
Tax-Free High Yield Portfolio
Bond ratings and holdings for the period ending Nov. 30, 1996
<TABLE><CAPTION>
S&P Rating Percent of
(or Moody's Protection of net assets in
Percent of or Fitch's principal and unrated securities
net assets equivalent) interest assessed by the Advisor
<S> <C> <C> <C>
21.47% AAA Highest quality 4.26%
6.08 AA High quality ---
18.57 A Upper medium grade 0.24
25.46 BBB Medium grade 1.95
4.11 BB Moderately speculative 8.54
0.85 B Speculative 3.87
--- CCC Highly speculative 0.89
--- CC Poor quality ---
--- C Lowest quality ---
--- D In default 0.31
20.39 Unrated Unrated securities 0.33
</TABLE>
(The information in the table above relates to IDS High Yield Tax-
Exempt Fund, a fund that transferred its assets to Tax-Free High
Yield Portfolio in May 1996. See Appendix to this prospectus
describing bond ratings for further information.)
Bonds sold at a deep discount: Some bonds are sold at deep
discounts because they do not pay interest until maturity. They
include zero coupon bonds and PIK (pay-in-kind) bonds. To comply
with tax laws, the Portfolio has to recognize a computed amount of
interest income and pay dividends to unitholders even though no
cash has been received. In some instances, the Portfolio may have
to sell securities to have sufficient cash to pay the dividends.
Concentration: The Portfolio may invest more than 25% of its total
assets in industrial revenue bonds, but it does not intend to
invest more than 25% of its total assets in industrial revenue
bonds issued for companies in the same industry or state. As the
similarity in issuers increases, the potential for fluctuation in
the net asset value also increases.
Derivative instruments: The portfolio manager may use derivative
instruments in addition to securities to achieve investment
performance. Derivative instruments include futures, options and
forward contracts. Such instruments may be used to maintain cash
reserves while remaining fully invested, to offset anticipated
declines in values of investments, to facilitate trading, to reduce
transaction costs or to pursue higher investment returns.
Derivative instruments are characterized by requiring little or no
initial payment and a daily change in price based on or derived
from a security, a currency, a group of securities or currencies,
or an index. A number of strategies or combination of instruments
can be used to achieve the desired investment performance
characteristics. A small change in the value of the underlying
security, currency or index will cause a sizable gain or loss in
the price of the derivative instrument. Derivative instruments
allow the portfolio manager to change the investment performance
characteristics very quickly and at lower costs. Risks include
losses of premiums, rapid changes in prices, defaults by other
parties, and inability to close such instruments. The Portfolio
will use derivative instruments only to achieve the same investment
performance characteristics it could achieve by directly holding <PAGE>
PAGE 12
those securities and currencies permitted under the investment
policies. The Portfolio will designate cash or appropriate liquid
assets to cover portfolio obligations. The use of derivative
instruments may produce taxable income. No more than 5% of the
Portfolio's net assets can be used at any one time for good faith
deposits on futures and premiums for options on futures that do not
offset existing investment positions. This does not, however,
limit the portion of a Portfolio's assets at risk to 5%. The
Portfolio is not limited as to the percentage of its assets that
may be invested in permissible investments, including derivatives,
except as otherwise explicitly provided in this prospectus or the
SAI. For descriptions of these and other types of derivative
instruments, see the Appendix to this prospectus and the SAI.
Securities and other instruments that are illiquid: A security or
other instrument is illiquid if it cannot be sold quickly in the
normal course of business. Some investments cannot be resold to
the U.S. public because of their terms or government regulations.
Securities and instruments, however, can be sold in private sales,
and many may be sold to other institutions and qualified buyers or
on foreign markets. The portfolio manager will follow guidelines
established by the board and consider relevant factors such as the
nature of the security and the number of likely buyers when
determining whether a security is illiquid. No more than 10% of
the Portfolio's net assets will be held in securities and other
instruments that are illiquid.
Money market instruments: Short-term tax-exempt debt securities
rated in the top two grades or the equivalent are used to meet
daily cash needs and at various times to hold assets until better
investment opportunities arise. Under extraordinary conditions
where, in the opinion of the portfolio manager, appropriate short-
term tax-exempt securities are not available, the Portfolio is
authorized to make certain taxable investments as described in the
SAI.
The investment policies described above may be changed by the
boards.
Lending portfolio securities: The Portfolio may lend its
securities to earn income so long as borrowers provide collateral
equal to the market value of the loans. The risks are that
borrowers will not provide collateral when required or return
securities when due. Unless holders of a majority of the
outstanding voting securities approve otherwise, loans may not
exceed 30% of the Portfolio's net assets.
Valuing Fund shares
The net asset value (NAV) is the value of a single Fund share. It
is the total value of the Fund's investments in the corresponding
Portfolio and other assets, less any liabilities, divided by the
number of shares outstanding. The NAV is the price at which you
purchase Fund shares and the price you receive when you sell your
shares. It usually changes from day to day, and is calculated at <PAGE>
PAGE 13
the close of business, normally 3 p.m. Central time, each business
day (any day the New York Stock Exchange is open). NAV generally
declines as interest rates increase and rises as interest rates
decline.
To establish the net assets, all securities held by a Portfolio are
valued as of the close of each business day. In valuing assets:
o Securities (except bonds) and assets with available market
values are valued on that basis.
o Securities maturing in 60 days or less are valued at amortized
cost.
o Bonds and assets without readily available market values are
valued according to methods selected in good faith by the
board.
How to purchase, exchange or redeem shares
How to purchase shares
You may purchase shares of the Fund through an Investment
Management Account (IMA) maintained with American Express Service
Corporation (the Distributor). There is no fee to open an IMA
account. Payment for shares must be made directly to the
Distributor.
Complete an IMA Account Application (available by calling 1-800-
AXP-SERV) and mail the application to American Express Financial
Direct, P.O. Box 59196, Minneapolis, MN 55459-0196. Corporations
and other organizations should contact the Distributor to determine
which additional forms may be necessary to open an IMA account.
If you already have an IMA account, you may buy shares in the Funds
as described below and need not open a new account.
You may deposit money into your IMA account by check, wire or many
other forms of electronic funds transfer (securities may also be
deposited). All deposit checks should be made payable to the
Distributor. If you would like to wire funds into your existing
IMA account, please contact the Distributor at 1-800-AXP-SERV for
instructions.
Minimum Fund investment requirements. Your initial investment in
the Fund may be as low as $2,000 ($1,000 for custodial accounts,
Individual Retirement Accounts and certain other retirement plans).
The minimum subsequent investment is $100. These requirements may
be reduced or waived as described in the SAI.
When and at what price shares will be purchased. You must have
money available in your IMA account in order to purchase Fund
shares. If your request and payment (including money transmitted
by wire) are received and accepted by the Distributor before 2 p.m.
Central time, your money will be invested at the net asset value <PAGE>
PAGE 14
determined as of the close of business (normally 3 p.m. Central
time) that day. If your request and payment are received after
that time, your request will not be accepted or your payment
invested until the next business day. (See "Valuing Fund shares.")
Methods of purchasing shares.
There are three convenient ways to purchase shares of the Fund.
You may choose the one that works best for you. The Distributor
will send you confirmation of your purchase request.
By phone:
You may use money in your IMA account to make initial and
subsequent purchases. To place your order, call 1-800-AXP-
SERV.
By mail:
Written purchase requests (along with any checks) should be
mailed to American Express Financial Direct, P.O. Box 59196,
Minneapolis, MN 55459-0196, and should contain the following
information:
o your IMA account number (or an IMA Account Application)
o the name of the Fund and the dollar amount of shares you would
like purchased
Your check should be made out to the Distributor. It will be
deposited into your IMA account and used, as necessary, to
cover your purchase request.
By systematic purchase:
Once you have opened an IMA account, you may authorize the
Distributor to automatically purchase shares on your behalf at
intervals and in amounts selected by you. (See "Systematic
purchase plans.")
Other purchase information.
The Fund reserves the right, in its sole discretion and without
prior notice to shareholders, to withdraw or suspend all or any
part of the offering made by this prospectus, to reject purchase
requests or to change the minimum investment requirements. All
requests to purchase shares of the Fund are subject to acceptance
by the Fund and the Distributor and are not binding until confirmed
or accepted in writing. The Distributor will charge a $15 service
fee against an investor's IMA account if his or her investment
check is returned because of insufficient or uncollected funds or a
stop payment order.
How to exchange shares
The exchange privilege allows you to exchange your investment in
the Fund at no charge for shares of other funds in the Strategist
Fund Group available in your state. For complete information,
including fees and expenses, read the prospectus carefully before <PAGE>
PAGE 15
exchanging into a new fund. Any exchange will involve the
redemption of Fund shares and the purchase of shares in another
fund on the basis of the net asset value per share of each fund.
An exchange may result in a gain or loss and is a taxable event for
federal income tax purposes. When exchanging into another fund you
must meet that fund's minimum investment requirements. The Fund
reserves the right to modify, terminate or limit the exchange
privilege. The current limit is four exchanges per calendar year.
The Distributor and the Fund reserve the right to reject any
exchange, limit the amount or modify or discontinue the exchange
privilege, to prevent abuse or adverse effects on the Fund and its
shareholders.
How to redeem shares
The price at which shares will be redeemed. Shares will be
redeemed at the net asset value per share next determined after
receipt by the Distributor of proper redemption instructions, as
described below.
The Fund imposes a 0.50% redemption fee for shares redeemed or
exchanged within 180 days of their purchase date. This fee
reimburses the Fund for brokerage fees and other costs incurred.
This fee also helps assure that long-term shareholders are not
unfairly bearing the costs associated with frequent traders.
Payment of redemption proceeds. Normally, payment for redeemed
shares will be credited directly to your IMA account on the next
business day. However, the Fund may delay payment, but no later
than seven days after the Distributor receives your redemption
instructions in proper form. Redemption proceeds will be held
there or mailed to you depending on the account standing
instructions you selected.
If you recently purchased shares by check, your redemption proceeds
may be held in your IMA account until your check clears (which may
take up to 10 days from the purchase date) before a check is mailed
to you.
A redemption is a taxable transaction. If your proceeds from your
redemption are more or less than the cost of your shares, you will
have a gain or loss, which can affect your tax liability.
Redeeming shares held in an IRA or qualified retirement account may
subject you to certain federal taxes, penalties and reporting
requirements. Consult your tax advisor.
Methods of exchanging or redeeming shares
By phone:
You may exchange or redeem your shares by calling 1-800-AXP-SERV.
Telephone exchanges or redemptions may be difficult to implement
during periods of drastic economic or market changes. If you
experience difficulties in exchanging or redeeming shares by
telephone, you can mail your exchange or redemption requests as
described below.
<PAGE>
PAGE 16
To properly process your telephone exchange or redemption request
we will need the following information:
o your IMA account number and your name (for exchanges, both
funds must be registered in the same ownership)
o the name of the Fund from which you wish to exchange or redeem
shares
o the dollar amount or number of shares you want to exchange or
redeem
o the name of the fund into which shares are to be exchanged, if
applicable
Telephone exchange or redemption requests received before 2 p.m.
(Central time) on any business day, once the caller's identity and
account ownership have been verified by the Distributor, will be
processed at the net asset value determined as of the close of
business (normally 3 p.m. Central time) that day.
By mail:
You may also request an exchange or redemption by writing to
American Express Financial Direct, P.O. Box 59196, Minneapolis, MN
55459-0196. Once an exchange or redemption request is mailed it is
irrevocable and cannot be modified or canceled.
To properly process your mailed exchange or redemption request, we
will need a letter from you that contains the following
information:
o your IMA account number
o the name of the fund from which you wish to exchange or redeem
shares
o the dollar amount or number of shares you want to exchange or
redeem
o the name of the fund into which shares are to be exchanged, if
applicable
o a signature of at least one of the IMA account holders in the
exact form specified on the account
Telephone transactions.
You may make purchases, redemptions and exchange requests by mail
or by calling 1-800-AXP-SERV where trained representatives are
available to answer questions about the Fund and your account. The
privilege to initiate transactions by telephone is automatically
available through your IMA account. The Fund will honor any
telephone transaction believed to be authentic and will use
reasonable procedures to confirm that instructions communicated by
telephone are genuine. This includes asking identifying questions
and tape recording calls. If these procedures are not followed,
the Fund may be liable for losses due to unauthorized or fraudulent
instructions. Telephone privileges may be modified or discontinued
at any time.
<PAGE>
PAGE 17
Systematic purchase plans
The Distributor offers a Systematic Purchase Plan (SPP) that allows
you to make periodic investments in the Funds automatically and
conveniently. A SPP can be used as a dollar cost averaging program
and saves you the time and expense associated with writing checks
or wiring funds.
Investment minimums: You can make automatic investments in any
amount, from $100 to $50,000.
Investment methods: Automatic investments are made from your IMA
account and you may select from several different investment
methods to make automatic investment(s):
a) Using uninvested cash in your IMA account: If you elect to
use this option to make your automatic investments, uninvested
cash in your IMA account will be used to make the investment
and, if necessary, shares of your Money Market Fund will be
redeemed to cover the balance of the purchase.
b) Using bank authorization or direct deposit: Bank
authorizations (transfers from a bank checking or savings
account) and direct deposit (automatic deposit of all or a
portion of a payroll or government check) are two of the
investment method options that are available through SPP.
Money is transferred into your IMA account and automatic
investments can be made using these amounts.
If you elect to use bank authorizations and/or direct deposit for
your automatic investments, you will select two dates: a transfer
date (when the money is transferred into your IMA account) and your
investment date. The automatic investment date selected may be the
same day of your bank authorization or direct deposit. Your
investment date should be on or close to the transfer/deposit date
in order to minimize uninvested cash in your IMA account.
If you make changes to your bank authorization or direct deposit
date, it may also be necessary to change your automatic investment
date to coincide with the new transfer/deposit date.
Investment frequency: You can select the frequency of your
automatic investments (twice monthly, monthly or quarterly) and
choose either the 5th or the 20th of the month for your automatic
investment dates. Quarterly investments are made on the date
selected in the first month of each quarter (January, April, July
and October).
Changing instructions to an already established plan: If you want
to change the fund(s) selected for your SPP you may do so by
calling 1-800-AXP-SERV, or by sending written instructions clearly
outlining the changes to American Express Financial Direct, P.O.
Box 59196, Minneapolis, MN 55459-0196. Written notification must
include the following:
o The funds with SPP that you want to cancel
<PAGE>
PAGE 18
o The newly selected fund(s) in which you want to begin
making automatic investments and the amount to be
invested in each fund
o The investment frequency and investment dates for your
new automatic investments
Information on changing bank authorization and direct deposit
instructions is included in the Systematic Purchase Plan Terms and
Conditions brochure which you will receive after enrolling in SPP.
Terminating your SPP. If you wish to terminate your SPP, you may
call 1-800-AXP-SERV, or send written instructions to American
Express Financial Direct, P.O. Box 59196, Minneapolis, MN 55459-
0196.
Terminating bank authorizations and direct deposit. If you wish to
terminate your bank authorizations, you may do so at any time by
notifying American Express Financial Direct in writing. You must
notify your employer or government agency to cancel direct deposit.
Your bank authorization and/or direct deposit will not
automatically terminate when you cancel your SPP.
IMPORTANT: If you are canceling your bank authorizations and/or
direct deposit and you wish to cancel your SPP, you must also
provide instructions stating that the Distributor should cancel
your SPP. You may notify the Distributor by sending written
instructions to the address above or telephoning 1-800-AXP-SERV.
Your systematic investments will continue using IMA account assets
if the Distributor does not receive notification to terminate your
systematic investments as well.
To avoid procedural difficulties, the Distributor should receive
instructions to change or terminate your SPP or bank authorizations
at least 10 days prior to your scheduled investment date.
Additional information. This information is only a summary of the
Systematic Purchase Plan Terms and Conditions brochure that you
will receive if you choose to enroll in SPP. Please read it
carefully and keep it for future reference.
Other important information
Minimum balance and account requirements.
The Fund reserves the right to redeem your shares if, as a result
of redemptions, the aggregate value of your holdings in the Fund
drops below $1,000 ($500 in the case of custodial accounts, IRAs
and other retirement plans). You will be notified in writing 30
days before the Fund takes such action to allow you to increase
your holdings to the minimum level. If you close your IMA account,
the Fund will automatically redeem your shares.
Wire transfers to your bank. Funds can be wired from your IMA
account to your bank account. Call the Distributor for additional
information on wire transfers. A $15 service fee will be charged
against your IMA account for each wire sent.
<PAGE>
PAGE 19
No person has been authorized to give any information or to make
any representations not contained in this prospectus in connection
with the offering being made by this prospectus and, if given or
made, such information or representation must not be relied upon as
having been authorized by the Fund or its Distributor. This
prospectus does not constitute an offering by the Fund or by the
Distributor in any jurisdiction in which such offering may not be
lawfully made.
Special shareholder services
Services
To help you track and evaluate the performance of your investments,
you will receive these services:
Quarterly statements listing all of your holdings and transactions
during the previous three months.
Yearly tax statements featuring average-cost-basis reporting of
capital gains or losses if you redeem your shares along with
distribution information which simplifies tax calculations.
Quick telephone reference
American Express Financial Direct Team
Fund performance, objectives and account inquiries, redemptions and
exchanges, dividend payments or reinvestments and automatic payment
arrangements
1-800-AXP-SERV
TTY Service
For the hearing impaired
1-800-710-5260
Distributions and taxes
As a shareholder you are entitled to your share of the Fund's net
income and any net gains realized on its investments. The Fund
distributes dividends and capital gain distributions to qualify as
a regulated investment company and to avoid paying corporate income
and excise taxes. Dividend and capital gain distributions will
have tax consequences you should know about.
Dividend and capital gain distributions
The Portfolio allocates investment income from dividends and
interest and net realized capital gains or losses, if any, to the
Fund. The Fund deducts direct and allocated expenses from the
investment income. The Fund's net investment income is distributed
to you monthly as dividends. Short-term capital gains are included
in net investment income. Long-term capital gains are realized
whenever a security held for more than one year is sold for a
higher price than was paid for it. The Fund will offset any net
realized capital gains by any available capital loss carryovers.
Net realized long-term capital gains, if any, are distributed at <PAGE>
PAGE 20
the end of the calendar year as capital gain distributions. Before
they're distributed both net investment income and net long term
capital gains are included in the value of each share. After
they're distributed, the value of each share drops by the per-share
amount of the distribution. (If your distributions are reinvested,
the total value of your holdings will not change.) Short-term
capital gains earned by the Fund are paid to shareholders as part
of their ordinary income dividend and are taxable as ordinary
income.
Reinvestments
Dividends and capital gain distributions are automatically
reinvested in additional shares of the Fund, unless you request the
Fund in writing or by phone to pay distributions to you in cash.
The reinvestment price is the net asset value at close of business
on the day the distribution is paid. (Your quarterly statement
will confirm the amount invested and the number of shares
purchased.)
If you choose cash distributions, you will receive only those
declared after your request has been processed.
Taxes
The Fund has received a Private Letter Ruling from the Internal
Revenue Service stating that, for purposes of the Internal Revenue
Code, the Fund will be regarded as directly holding its allocable
share of the income and gain realized by the Portfolio.
Dividends distributed from interest earned on tax-exempt securities
(exempt-interest dividends) are exempt from federal income taxes
but may be subject to state and local taxes. Dividends distributed
from other income earned and capital gain distributions are not
exempt from federal income taxes. Distributions are taxable in the
year the Fund declares them regardless of whether you take them in
cash or reinvest them.
Interest on certain private activity bonds is a preference item for
purposes of the individual and corporate alternative minimum taxes.
To the extent the Fund earns such income, it will flow through to
its shareholders and may be taxable to those shareholders who are
subject to the alternative minimum tax.
Because interest on municipal bonds and notes is tax-exempt for
federal income tax purposes, any interest on borrowed money used
directly or indirectly to purchase Fund shares is not deductible on
your federal income tax return. You should consult a tax advisor
regarding its deductibility for state and local income tax
purposes.
Each January, you will receive a tax statement showing the kinds
and total amount of all distributions you received during the
previous year. You must report distributions on your tax returns,
even if they are reinvested in additional shares.
<PAGE>
PAGE 21
Buying a dividend creates a tax liability. This means buying
shares shortly before a capital gain distribution. You pay the
full pre-distribution price for the shares, then receive a portion
of your investment back as a distribution, which is taxable.
Redemptions and exchanges subject you to a tax on any capital gain.
If you sell shares for more than their cost, the difference is a
capital gain. Your gain may be either short term (for shares held
for one year or less) or long term (for shares held for more than
one year).
Your Taxpayer Identification Number (TIN) is important. As with
any financial account you open, you must list your current and
correct Taxpayer Identification Number (TIN) -- either your Social
Security or Employer Identification number. The TIN must be
certified under penalties of perjury on your application when you
open an account.
If you don't provide the TIN, or the TIN you report is incorrect,
you could be subject to backup withholding of 31% of taxable
distributions and proceeds from certain sales and exchanges. You
also could be subject to further penalties, such as:
o a $50 penalty for each failure to supply your correct TIN
o a civil penalty of $500 if you make a false statement that
results in no backup withholding
o criminal penalties for falsifying information
You also could be subject to backup withholding because you failed
to report interest or dividends on your tax return as required.
How to determine the correct TIN
Use the Social Security or
For this type of account: Employer Identification number
of:
Individual or joint account The individual or individuals
listed on the account
Custodian account of a minor The minor
(Uniform Gifts/Transfers to Minors
Act)
A living trust The grantor-trustee (the person
who puts the money into the
trust)
An irrevocable trust, pension The legal entity (not the
trust or estate personal representative or
trustee, unless no legal entity
is designated in the account
title)
Sole proprietorship The owner
Partnership The partnership<PAGE>
PAGE 22
Corporate The corporation
Association, club or The organization
tax-exempt organization
For details on TIN requirements, call 1-800-AXP-SERV for federal
Form W-9, "Request for Taxpayer Identification Number and
Certification."
Important:
This information is a brief and selective summary of certain
federal tax rules that apply to the Fund. Tax matters are highly
individual and complex, and you should consult a qualified tax
advisor about your personal situation.
How the Fund and Portfolio are organized
The Fund is a series of Strategist Tax-Free Income Fund, Inc., an
open-end management investment company, as defined in the
Investment Company Act of 1940. The Company was incorporated on
Sept. 1, 1995 in Minnesota. The Company's headquarters are at IDS
Tower 10, Minneapolis, MN 55440-0010.
Shares
The Fund is owned by its shareholders. All shares issued by the
Fund are of the same class -- capital stock. Par value is one cent
per share. Both full and fractional shares can be issued.
Voting rights
As a shareholder, you have voting rights over the Fund's management
and fundamental policies. You are entitled to one vote for each
share you own. Shares of the Fund have cumulative voting rights.
Shareholder meetings
The Company does not hold annual shareholder meetings. However,
the board members may call meetings at their discretion, or on
demand by holders of 10% or more of the Company's outstanding
shares, to elect or remove board members.
Special considerations regarding master/feeder structure
The Fund pursues its goal by investing its assets in a master fund
called the Portfolio. This means that the Fund does not invest
directly in securities; rather the Portfolio invests in and manages
its portfolio of securities. The Portfolio is a separate
investment company but it has the same goal and investment policies
as the Fund. The goal and investment policies of the Portfolio are
described under the captions "Investment policies and risks" and
"Facts about investments and their risks." Additional information
on investment policies may be found in the SAI.
<PAGE>
PAGE 23
Board considerations: The board considered the advantages and
disadvantages of investing the Fund's assets in the Portfolio. The
board believes that the master/feeder structure can be in the best
interest of the Fund and its shareholders since it offers the
opportunity for economies of scale. The Fund may redeem all of its
assets from the Portfolio at any time. Should the board determine
that it is in the best interest of the Fund and its shareholders to
terminate its investment in the Portfolio, it would consider hiring
an investment advisor to manage the Fund's assets, or other
appropriate options. The Fund would terminate its investments if
the Portfolio changed its goals, investment policies or
restrictions without the same change being approved by the Fund.
Other feeders: The Portfolio sells securities to other affiliated
mutual funds and may sell securities to non-affiliated investment
companies and institutional accounts (known as feeders). These
feeders buy the Portfolio's securities on the same terms and
conditions as the Fund and pay their proportionate share of the
Portfolio's expenses. However, their operating costs and sales
charges are different from those of the Fund. Therefore, the
investment returns for other feeders are different from the returns
of the Fund. Information about other feeders may be obtained by
calling American Express Financial Advisors at 1-800-AXP-SERV.
Each feeder that invests in the Portfolio is different and
activities of its investors may adversely affect all other feeders,
including the Fund. For example, if one feeder decides to
terminate its investment in the Portfolio, the Portfolio may elect
to redeem in cash or in kind. If cash is used, the Portfolio will
incur brokerage, taxes and other costs in selling securities to
raise the cash. This may result in less investment diversification
if entire investment positions are sold, and it also may result in
less liquidity among the remaining assets. If in-kind distribution
is made, a smaller pool of assets remains that may affect brokerage
rates and investment options. In both cases, expenses may rise
since there are fewer assets to cover the costs of managing those
assets.
Shareholder meetings: Whenever the Portfolio proposes to change a
fundamental investment policy or to take any other actions
requiring approval of its security holders, the Fund must hold a
shareholder meeting. The Fund will vote for or against the
Portfolio's proposals in proportion to the vote it receives for or
against the same proposals from its shareholders.
Board members and officers
Shareholders of the Company elect a board that oversees the
operations of the Fund and chooses the Company's officers. The
Company's officers are responsible for day-to-day business
decisions based on policies set by the board. Information about
the board members and officers of both the Company and the Trust is
found in the SAI under the caption "Board Members and Officers."
<PAGE>
PAGE 24
Investment manager
The Portfolio pays the Advisor for managing its assets. The Fund
pays its proportionate share of the fee. Under the Investment
Management Services Agreement, the Advisor is paid a fee for these
services based on the average daily net assets of the Portfolio, as
follows:
Assets Annual rate at
(billions) each asset level
First $1.0 0.490%
Next 1.0 0.465
Next 1.0 0.440
Next 3.0 0.415
Next 3.0 0.390
Over 9.0 0.360
Under the agreement, the Portfolio also pays taxes, brokerage
commissions and nonadvisory expenses.
Administrator and transfer agent
The Fund pays the Advisor for shareholder accounting and transfer
agent services under two agreements. The first agreement, the
Administrative Services Agreement, has a declining annual rate that
decreases as assets increase. The fee ranges from 0.04% to 0.02%.
The second agreement, the Transfer Agency Agreement, has an annual
fee of $25 per shareholder account.
Distributor
The Fund sells shares through the Distributor under a Distribution
Agreement. The Distributor is located at P.O. Box 59196,
Minneapolis, MN 55459-0196 and is a wholly owned subsidiary of
Travel Related Services, Inc., a wholly owned subsidiary of
American Express Company, a financial services company with
headquarters at American Express Tower, World Financial Center, New
York, NY 10285. Financial consultants representing the
Distributor provide information to investors about individual
investment programs, the Fund and its operations, new account
applications, exchange and redemption requests. The Fund reserves
the right to sell shares through other financial intermediaries or
broker/dealers. In that event, the account terms would also be
governed by rules that the intermediary may establish.
To help defray costs, including costs for marketing, sales
administration, training, overhead, advertising and related
functions, the Funds pay the Distributor a distribution fee, also
known as a 12b-1 fee. This fee is paid under a Plan and Agreement
of Distribution that follows the terms of Rule 12b-1 of the
Investment Company Act of 1940. Under this Agreement, the Fund
pays a distribution fee at an annual rate of 0.25% of the Fund's
average daily net assets for distribution-related services. This
fee will not cover all of the costs incurred by the Distributor.
Total fees and expenses (excluding taxes and brokerage commissions)
cannot exceed the most restrictive applicable state expense
limitation.<PAGE>
PAGE 25
About the Advisor
The Advisor is located at IDS Tower 10, Minneapolis, MN 55440-0010.
It is a wholly owned subsidiary of American Express Company. The
Portfolios may pay brokerage commissions to broker-dealer
affiliates of the Advisor.
<PAGE>
PAGE 26
Appendix A
Description of bond ratings
Bond ratings concern the quality of the issuing state or local
governmental unit. They are not an opinion of the market value of
the security. Such ratings are opinions on whether the principal
and interest will be repaid when due. A security's rating may
change, which could affect its price. Ratings by Moody's Investors
Service, Inc. are Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C. Ratings
by Standard & Poor's Corporation are AAA, AA, A, BBB, BB, B, CCC,
CC, C and D. The following is a compilation of the two agencies'
rating descriptions. For further information, see the SAI.
Aaa/AAA - Judged to be of the best quality and carry the smallest
degree of investment risk. Interest and principal are secure.
Aa/AA - Judged to be high-grade although margins of protection for
interest and principal may not be quite as good as Aaa or AAA rated
securities.
A - Considered upper-medium grade. Protection for interest and
principal is deemed adequate but may be susceptible to future
impairment.
Baa/BBB - Considered medium-grade obligations. Protection for
interest and principal is adequate over the short-term; however,
these obligations may have certain speculative characteristics.
Ba/BB - Considered to have speculative elements. The protection of
interest and principal payments may be very moderate.
B - Lack characteristics of more desirable investments. There may
be small assurance over any long period of time of the payment of
interest and principal.
Caa/CCC - Are of poor standing. Such issues may be in default or
there may be risk with respect to principal or interest.
Ca/CC - Represent obligations that are highly speculative. Such
issues are often in default or have other marked shortcomings.
C - Are obligations with a higher degree of speculation. These
securities have major risk exposures to default.
D - Are in payment default. The D rating is used when interest
payments or principal payments are not made on the due date.
Non-rated securities will be considered for investment when they
possess a risk comparable to that of rated securities consistent
with the Portfolio's objectives and policies. When assessing the
risk involved in each non-rated security, the Portfolio will
consider the financial condition of the issuer or the protection
afforded by the terms of the security.
<PAGE>
PAGE 27
Definitions of zero-coupon and pay-in-kind securities
A zero-coupon security is a security that is sold at a deep
discount from its face value and makes no periodic interest
payments. The buyer of such a security receives a rate of return
by gradual appreciation of the security, which is redeemed at face
value on the maturity date.
A pay-in-kind security is a security in which the issuer has the
option to make interest payments in cash or in additional
securities. The securities issued as interest usually have the
same terms, including maturity date, as the pay-in-kind securities.
<PAGE>
PAGE 28
Appendix B
1997 Federal Tax-Exempt and Taxable Equivalent Yield Calculation
These tables will help you determine your federal taxable yield
equivalents for given rates of tax-exempt income.
STEP 1: Calculating your marginal tax rate.
Using your Taxable Income and Adjusted Gross Income figures as
guides, you can locate your Marginal Tax Rate in the table below.
First locate your Taxable Income in a filing status and income
range in the left-hand column. Then, locate your Adjusted Gross
Income at the top of the chart. At the point where your Taxable
Income line meets your Adjusted Gross Income column the percentage
indicated is an approximation of your Marginal Tax Rate. For
example: Let's assume you are married filing jointly, your taxable
income is $138,000 and your adjustable gross income is $175,000.
Under Taxable Income married filing jointly status, $138,000 is in
the $96,900 - $151,700 range. Under Adjusted Gross Income,
$121,200 in the $181,800 column. The Taxable Income line and
Adjusted Gross Income column meet at 31.93%. This is the rate
you'll use in Step 2.
<TABLE><CAPTION>
Taxable income** Adjusted gross income*
<S> <C> <C> <C> <C>
$ 0 $117,950 $176,950 Over
to to to
$117,950(1) $176,950(2) $299,450(3) $299,450(2)
Married Filing Jointly
$ 0 - $ 41,200 15.00%
41,200 - 99,900 28.00 28.84%
99,900 - 151,750 31.00 31.93 33.24%
151,750 - 271,050 36.00 37.08 38.61 37.08%
271,050 + 39.60 42.47*** 40.79
Taxable income** Adjusted gross income*
$ 0 $121,200 Over
to to
$121,200(1) $243,700(3) $243,700(2)
Single
$ 0 - $ 650 15.00%
650 - 59,750 28.00
59,750 - 124,650 31.00 32.59%
124,650 - 271,050 36.00 37.84 37.08%
271,050 + 39.60 40.79
*Gross income with certain adjustments before taking itemized deductions and personal
exemptions.
**Amount subject to federal income tax after itemized deductions and personal exemptions.
***This rate is applicable only in the limited case where your adjusted gross income is less
than $299,450 and your taxable income exceeds $304,300.
</TABLE>
(1) No Phase-out -- Assumes no phase-out of itemized deductions or
personal exemptions.
(2) Itemized Deductions Phase-out -- Assumes a single taxpayer has
one personal exemption and joint taxpayers have two personal
exemptions.<PAGE>
PAGE 29
(3) Itemized Deductions and Personal Exemption Phase-outs --
Assumes a single taxpayer has one personal exemption, joint
taxpayers have two personal exemptions and itemized deductions
continue to phase-out.
If these assumptions do not apply to you, it will be necessary to
construct your own personalized tax equivalency table.
STEP 2: Determining your federal taxable yield equivalents.
Using 31.93%, you may determine that a tax-exempt yield of 4% is
equivalent to earning a taxable 5.88% yield.
<TABLE><CAPTION>
For these Tax-Exempt Rates:
3.00% 3.50% 4.00% 4.50% 5.00% 5.50% 6.00% 6.50%
Marginal Tax Rates Equal the Taxable Rates shown below:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
28.84% 4.22 4.92 5.62 6.32 7.03 7.73 8.43 9.13
31.93% 4.41 5.14 5.88 6.61 7.35 8.08 8.81 9.55
32.59% 4.45 5.19 5.93 6.68 7.42 8.16 8.90 9.64
33.24% 4.49 5.24 5.99 6.74 7.49 8.24 8.99 9.74
37.08% 4.77 5.56 6.36 7.15 7.95 8.74 9.54 10.33
37.84% 4.83 5.63 6.44 7.24 8.04 8.85 9.65 10.46
38.61% 4.89 5.70 6.52 7.33 8.14 8.96 9.77 10.59
40.79% 5.07 5.91 6.76 7.60 8.44 9.29 10.13 10.98
42.47% 5.21 6.08 6.95 7.82 8.69 9.56 10.43 11.30
</TABLE>
<PAGE>
PAGE 30
Appendix C
Descriptions of derivative instruments
What follows are brief descriptions of derivative instruments the
Portfolio may use. At various times the Portfolio may use some or
all of these instruments and is not limited to these instruments.
It may use other similar types of instruments if they are
consistent with the Portfolio's investment goal and policies. For
more information on these instruments, see the SAI.
Options and futures contracts. An option is an agreement to buy or
sell an instrument at a set price during a certain period of time.
A futures contract is an agreement to buy or sell an instrument for
a set price on a future date. The Portfolio may buy and sell
options and futures contracts to manage its exposure to changing
interest rates, security prices and currency exchange rates.
Options and futures may be used to hedge the Portfolio's
investments against price fluctuations or to increase market
exposure.
Asset-backed and mortgage-backed securities. Asset-backed
securities include interests in pools of assets such as motor
vehicle installment sale contracts, installment loan contracts,
leases on various types of real and personal property, receivables
from revolving credit (credit card) agreements or other categories
of receivables. Mortgage-backed securities include collateralized
mortgage obligations and stripped mortgage-backed securities.
Interest and principal payments depend on payment of the underlying
loans or mortgages. The value of these securities may also be
affected by changes in interest rates, the market's perception of
the issuers and the creditworthiness of the parties involved. The
non-mortgage related asset-backed securities do not have the
benefit of a security interest in the related collateral. Stripped
mortgage-backed securities include interest only (IO) and principal
only (PO) securities. Cash flows and yields on IOs and POs are
extremely sensitive to the rate of principal payments on the
underlying mortgage loans or mortgage-backed securities.
Indexed securities. The value of indexed securities is linked to
currencies, interest rates, commodities, indexes or other financial
indicators. Most indexed securities are short- to intermediate-
term fixed income securities whose values at maturity or interest
rates rise or fall according to the change in one or more specified
underlying instruments. Indexed securities may be more volatile
than the underlying instrument itself.
Inverse floaters. Inverse floaters are created by underwriters
using the interest payment on securities. A portion of the
interest received is paid to holders of instruments based on
current interest rates for short-term securities. The remainder,
minus a servicing fee, is paid to holders of inverse floaters. As
interest rates go down, the holders of the inverse floaters receive
more income and an increase in the price for the inverse floaters. <PAGE>
PAGE 31
As interest rates go up, the holders of the inverse floaters
receive less income and a decrease in the price for the inverse
floaters.
Structured products. Structured products are over-the-counter
financial instruments created specifically to meet the needs of one
or a small number of investors. The instrument may consist of a
warrant, an option or a forward contract embedded in a note or any
of a wide variety of debt, equity and/or currency combinations.
Risks of structured products include the inability to close such
instruments, rapid changes in the market and defaults by other
parties.
<PAGE>
PAGE 32
STRATEGIST TAX-FREE INCOME FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
FOR
STRATEGIST TAX-FREE HIGH YIELD FUND
Jan. 29, 1997
This Statement of Additional Information (SAI) is not a prospectus.
It should be read together with the Fund's prospectus and the
financial statements contained in the Annual Report which may be
obtained by calling American Express Financial Direct, 1-800-AXP-
SERV (TTY: 1-800-710-5260) or by writing to P.O. Box 59196,
Minneapolis, MN 55459-0196.
This SAI is dated Jan. 29, 1997, and it is to be used with the
Fund's prospectus dated Jan. 29, 1997, and the Annual Report for
the fiscal period ended Nov. 30, 1996.
<PAGE>
PAGE 33
TABLE OF CONTENTS
Goal and Investment Policies........................See Prospectus
Additional Investment Policies.............................p. 3
Security Transactions......................................p. 6
Brokerage Commissions Paid to Brokers Affiliated
with the Advisor...........................................p. 9
Performance Information....................................p. 9
Valuing Fund Shares........................................p.12
Investing in the Fund......................................p.13
Redeeming Shares...........................................p.14
Pay-out Plans..............................................p.15
Capital Loss Carryover.....................................p.16
Taxes......................................................p.16
Agreements.................................................p.18
Organizational Information.................................p.20
Board Members and Officers.................................p.20
Custodian..................................................p.27
Independent Auditors.......................................p.27
Financial Statements.......................................p.27
Prospectus.................................................p.27
Appendix A: Description of Short-Term Securities..........p.28
Appendix B: Options and Interest Rate Futures Contracts...p.30
Appendix C: Dollar-Cost Averaging.........................p.36
<PAGE>
PAGE 34
ADDITIONAL INVESTMENT POLICIES
Strategist Tax-Free Income Fund, Inc. (the Company) is a mutual
fund with one series of capital stock representing interests in
Strategist Tax-Free High Yield Fund (the Fund). The Fund is a
diversified mutual fund with its own goal and investment policies.
The Fund seeks to achieve its goal by investing all of its assets
in a corresponding series portfolio (the Portfolio) of Tax-Free
Income Trust (the Trust), a separate investment company, rather
than by directly investing in and managing its own portfolio of
securities.
Fundamental investment policies adopted by the Fund or Portfolio
cannot be changed without the approval of a majority of the
outstanding voting securities of the Fund or Portfolio, as defined
in the Investment Company Act of 1940 (the 1940 Act). Whenever the
Fund is requested to vote on a change in the investment policies of
the corresponding Portfolio, the Company will hold a meeting of
Fund shareholders and will cast the Fund's vote as instructed by
the shareholders.
Notwithstanding any of the Fund's other investment policies, the
Fund may invest its assets in an open-end management investment
company having substantially the same investment objectives,
policies and restrictions as the Fund for the purpose of having
those assets managed as part of a combined pool.
Investment Policies applicable to Tax-Free High Yield Portfolio:
These are investment policies in addition to those presented in the
prospectus. The policies below are fundamental policies that apply
both to the Fund and its corresponding Portfolio and may be changed
only with shareholder/unitholder approval. Unless holders of a
majority of the outstanding voting securities agree to make the
change, the Portfolio will not:
'Act as an underwriter (sell securities for others). However,
under the securities laws, the Portfolio may be deemed to be an
underwriter when it purchases securities directly from the issuer
and later resells them.
'Borrow money or property, except as a temporary measure for
extraordinary or emergency purposes, in an amount not exceeding
one-third of the market value of its total assets (including
borrowings) less liabilities (other than borrowings) immediately
after the borrowing. The Portfolio has not borrowed in the past
and has no present intention to borrow.
'Make cash loans if the total commitment amount exceeds 5% of the
Portfolio's total assets.
'Invest more than 5% of its total assets in securities of any one
company, government or political subdivision thereof, except the
limitation will not apply to investments in securities issued by <PAGE>
PAGE 35
the U.S. government, its agencies or instrumentalities, and except
that up to 25% of the Portfolio's total assets may be invested
without regard to this 5% limitation. For purposes of this policy,
the terms of a municipal security determine the issuer.
'Buy or sell real estate, unless acquired as a result of ownership
of securities or other instruments, except this shall not prevent
the Portfolio from investing in securities or other instruments
backed by real estate or securities of companies engaged in the
real estate business or real estate investment trusts. For
purposes of this policy, real estate includes real estate limited
partnerships.
'Buy or sell physical commodities unless acquired as a result of
ownership of securities or other instruments, except this shall not
prevent the Portfolio from buying or selling options and futures
contracts or from investing in securities or other instruments
backed by, or whose value is derived from, physical commodities.
'Lend Portfolio securities in excess of 30% of its net assets. The
current policy of the board is to make these loans, either long- or
short-term, to broker-dealers. In making such loans, the Portfolio
gets the market price in cash, U.S. government securities, letters
of credit or such other collateral as may be permitted by
regulatory agencies and approved by the board. If the market price
of the loaned securities goes up, the Portfolio will get additional
collateral on a daily basis. The risks are that the borrower may
not provide additional collateral when required or return the
securities when due. During the existence of the loan, the
Portfolio receives cash payments equivalent to all interest or
other distributions paid on the loaned securities. A loan will not
be made unless American Express Financial Corporation (the Advisor)
believes the opportunity for additional income outweighs the risks.
The policies below are non-fundamental policies that apply both to
the Fund and its corresponding Portfolio and may be changed without
shareholder/unitholder approval. Unless changed by the board, the
Portfolio will not:
'Buy on margin or sell short, except it may enter into interest
rate future contracts.
'Pledge or mortgage its assets beyond 15% of total assets. If the
Portfolio were ever to do so, valuation of the pledged or mortgaged
assets would be based on market values. For purposes of this
policy, collateral arrangements for margin deposits on futures
contracts are not deemed to be a pledge of assets.
'Invest more than 5% of its total assets in securities whose issuer
or guarantor of principal and interest has been in operation for
less than three years.
<PAGE>
PAGE 36
'Invest in voting securities, securities of investment companies or
exploration or development programs, such as oil, gas or mineral
leases.
'Invest more than 5% of its net assets in warrants. Under one
state's law no more than 2% of the Portfolio's net assets may be
invested in warrants not listed on the New York or American Stock
Exchange.
'Invest more than 10% of its net assets in securities and
derivative instruments that are illiquid. In determining the
liquidity of municipal lease obligations, the Advisor, under
guidelines established by the board, will consider the essential
nature of the leased property, the likelihood that the municipality
will continue appropriating funding for the leased property, and
other relevant factors related to the general credit quality of the
municipality and the marketability of the municipal lease
obligation.
'Purchase securities of an issuer if the board members and officers
of the Fund, the Portfolio and of AEFC hold more than a certain
percentage of the issuer's outstanding securities. The holdings of
all board members and officers of the Fund, the Portfolio and the
Advisor who own more than 0.5% of an issuer's securities are added
together, and if in total they own more than 5%, the Portfolio will
not purchase securities of that issuer.
The Portfolio may make contracts to purchase securities for a fixed
price at a future date beyond normal settlement time (when-issued
securities or forward commitments). Under normal market
conditions, the Portfolio does not intend to commit more than 5% of
its total assets to these practices. The Portfolio does not pay
for the securities or receive dividends or interest on them until
the contractual settlement date. The Portfolio will designate cash
or liquid high-grade debt securities at least equal in value to its
commitments to purchase the securities. When-issued securities or
forward commitments are subject to market fluctuations and they may
affect the Portfolio's total assets the same as owned securities.
The Portfolio may invest up to 20% of its net assets in certain
taxable investments for temporary defensive purposes. It may
purchase short-term U.S. and Canadian government securities. It
may invest in bank obligations including negotiable certificates of
deposit, non-negotiable fixed time deposits, bankers' acceptances
and letters of credit. The issuing bank or savings and loan
generally must have capital, surplus and undivided profits (as of
the date of its most recently published annual financial
statements) in excess of $100 million (or the equivalent in the
instance of a foreign branch of a U.S. bank) at the date of
investment.
The Portfolio may purchase short-term corporate notes and
obligations rated in the top two classifications by Moody's
Investors Service, Inc. (Moody's) or Standard & Poor's Corporation<PAGE>
PAGE 37
(S&P) or the equivalent. It also may use repurchase agreements
with broker-dealers registered under the Securities Exchange Act of
1934 and with commercial banks. Repurchase agreements involve
investments in debt securities where the seller (broker-dealer or
bank) agrees to repurchase the securities from the Portfolio at
cost plus an agreed-to interest rate within a specified time. A
risk of a repurchase agreement is that if the seller seeks the
protection of the bankruptcy laws, the Portfolio's ability to
liquidate the security involved could be impaired, and it might
subsequently incur a loss if the value of the security declines or
if the other party to a repurchase agreement defaults on its
obligation.
The Portfolio may invest in commercial paper issued in transactions
not involving a public offering under Section 4(2) of the
Securities Act of 1933 (4(2) paper). In determining the liquidity
of 4(2) paper, the Advisor, under guidelines established by the
board, will evaluate relevant factors such as the issuer and the
size and nature of its commercial paper programs, the willingness
and ability of the issuer or dealer to repurchase the paper, and
the nature of the clearance and settlement procedures for the
paper.
For a description of short-term securities, see Appendix A. For a
discussion on options and interest rate futures contracts, see
Appendix B. For a discussion on dollar-cost averaging, see
Appendix C.
SECURITY TRANSACTIONS
Subject to policies set by the board, the Advisor is authorized to
determine, consistent with the Portfolio's investment goal and
policies, which securities will be purchased, held or sold. In
determining where the buy and sell orders are to be placed, the
Advisor has been directed to use its best efforts to obtain the
best available price and most favorable execution except where
otherwise authorized by the board.
The Advisor has a strict Code of Ethics that prohibits its
affiliated personnel from engaging in personal investment
activities that compete with or attempt to take advantage of
planned portfolio transactions for any fund or trust for which it
acts as investment manager. The Advisor carefully monitors
compliance with its Code of Ethics.
On occasion, it may be desirable to compensate a broker for
research services or for brokerage services by paying a commission
that might not otherwise be charged or a commission in excess of
the amount another broker might charge. The board has adopted a
policy authorizing the Advisor to do so to the extent authorized by
law, if the Advisor determines, in good faith, that such commission
is reasonable in relation to the value of the brokerage or research
<PAGE>
PAGE 38
services provided by a broker or dealer, viewed either in the light
of that transaction or the Advisor's overall responsibilities to
the Portfolios advised by the Advisor.
Research provided by brokers supplements the Advisor's own research
activities. Such services include economic data on, and analysis
of, U.S. and foreign economies; information on specific industries;
information about specific companies, including earnings estimates;
purchase recommendations for stocks and bonds; portfolio strategy
services; political, economic, business and industry trend
assessments; historical statistical information; market data
services providing information on specific issues and prices; and
technical analysis of various aspects of the securities markets,
including technical charts. Research services may take the form of
written reports, computer software or personal contact by telephone
or at seminars or other meetings. The Advisor has obtained, and in
the future may obtain, computer hardware from brokers, including
but not limited to personal computers that will be used exclusively
for investment decision-making purposes, which include the
research, portfolio management and trading functions and other
services to the extent permitted under an interpretation by the
SEC.
Normally, the Portfolio's securities are traded on a principal
rather than an agency basis. In other words, the Advisor will
trade directly with the issuer or with a dealer who buys or sells
for its own account, rather than acting on behalf of another
client. The Advisor does not pay the dealer commissions. Instead
the dealer's profit, if any, is the difference, or spread, between
the dealer's purchase and sale price for the security.
When paying a commission that might not otherwise be charged or a
commission in excess of the amount another broker might charge, the
Advisor must follow procedures authorized by the board. To date,
three procedures have been authorized. One procedure permits the
Advisor to direct an order to buy or sell a security traded on a
national securities exchange to a specific broker for research
services it has provided. The second procedure permits the
Advisor, in order to obtain research, to direct an order on an
agency basis to buy or sell a security traded in the over-the-
counter market to a firm that does not make a market in that
security. The commission paid generally includes compensation for
research services. The third procedure permits the Advisor, in
order to obtain research and brokerage services, to cause the
Portfolio to pay a commission in excess of the amount another
broker might have charged. The Advisor has advised the Trust it is
necessary to do business with a number of brokerage firms on a
continuing basis to obtain such services as the handling of large
orders, the willingness of a broker to risk its own money by taking
a position in a security, and the specialized handling of a
particular group of securities that only certain brokers may be
able to offer. As a result of this arrangement, some Portfolio <PAGE>
PAGE 39
transactions may not be effected at the lowest commission, but the
Advisor believes it may obtain better overall execution. The
Advisor has assured the Trust that under all three procedures the
amount of commission paid will be reasonable and competitive in
relation to the value of the brokerage services performed or
research provided.
All other transactions shall be placed on the basis of obtaining
the best available price and most favorable execution. In so
doing, if, in the professional opinion of the person responsible
for selecting the broker or dealer, several firms can execute the
transaction on the same basis, consideration will be given by such
person to those firms offering research services. Such services
may be used by the Advisor in providing advice to all the Trusts in
the Preferred Master Trust Group, their corresponding funds and
other accounts advised by the Advisor, even though it is not
possible to relate the benefits to any particular fund, portfolio
or account.
Each investment decision made for the Portfolio is made
independently from any decision made for other portfolios or
accounts advised by the Advisor or any of its subsidiaries. When
the Portfolio buys or sells the same security as another portfolio
or account, the Advisor carries out the purchase or sale in a way
the Trust agrees in advance is fair. Although sharing in large
transactions may adversely affect the price or volume purchased or
sold by the Portfolio, the Portfolio hopes to gain an overall
advantage in execution. The Advisor has assured the Trust it will
continue to seek ways to reduce brokerage costs.
On a periodic basis, the Advisor makes a comprehensive review of
the broker-dealers it uses and the overall reasonableness of their
commissions. The review evaluates execution, operational
efficiency and research services.
For the fiscal period from May 13, 1996, to Nov. 30, 1996 Tax-Free
High Yield Portfolio paid total brokerage commissions of $150,492.
The Portfolio began operations on May 13, 1996. Substantially all
firms through whom transactions were executed provide research
services.
No transactions were directed to brokers because of research
services they provided to a Portfolio.
As of the fiscal period ended Nov. 30, 1996, the Portfolio held
securities of its regular brokers or dealers or of the parents of
those brokers or dealers that derived more than 15% of gross
revenue from securities-related activities.
For the fiscal periods 1996 and 1995, the portfolio turnover rates
were 9% and 14% for Tax-Free High Yield Portfolio.
<PAGE>
PAGE 40
For periods prior to the commencement of operations of Tax-Free
High Yield Portfolio, turnover rates are based on the turnover
rates of the corresponding IDS fund, which transferred all of its
assets to the Portfolio on May 13, 1996. A high turnover rate (in
excess of 100%) results in higher fees and expenses.
BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH THE ADVISOR
Affiliates of American Express Company (American Express) (of which
the Advisor is a wholly owned subsidiary) may engage in brokerage
and other securities transactions on behalf of the Portfolio
according to procedures adopted by the board and to the extent
consistent with applicable provisions of the federal securities
laws. The Advisor will use an American Express affiliate only if
(i) the Advisor determines that the Portfolio will receive prices
and executions at least as favorable as those offered by qualified
independent brokers performing similar brokerage and other services
for the Portfolio and (ii) the affiliate charges the Portfolio
commission rates consistent with those the affiliate charges
comparable unaffiliated customers in similar transactions and if
such use is consistent with terms of the Investment Management
Services Agreement.
The Advisor may direct brokerage to compensate an affiliate. The
Advisor will receive research on South Africa from New Africa
Advisors, a wholly-owned subsidiary of Sloan Financial Group. The
Advisor owns 100% of IDS Capital Holdings Inc. which in turn owns
40% of Sloan Financial Group. New Africa Advisors will send
research to the Advisor and in turn the Advisor will direct trades
to a particular broker. The broker will have an agreement to pay
New Africa Advisors. All transactions will be on a best execution
basis. Compensation received will be reasonable for the services
rendered.
No brokerage commissions were paid to brokers affiliated with the
Advisor for the fiscal period from May 13, 1996 to Nov. 30, 1996.
PERFORMANCE INFORMATION
The Fund may quote various performance figures to illustrate past
performance. Average annual total return and current yield
quotations used by the Fund are based on standardized methods of
computing performance as required by the SEC. An explanation of
the methods used by the Fund to compute performance follows.
Average annual total return
The Fund may calculate average annual total return for certain
periods by finding the average annual compounded rates of return <PAGE>
PAGE 41
over the period that would equate the initial amount invested to
the ending redeemable value, according to the following formula:
P(1+T)n = ERV
where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment, made at the beginning of a period, at the
end of the period (or fractional portion thereof)
Aggregate total return
The Fund may calculate aggregate total return for certain periods
representing the cumulative change in the value of an investment in
the Fund over a specified period of time according to the following
formula:
ERV - P
P
where: P = a hypothetical initial payment of $1,000
ERV = ending redeemable value of a hypothetical $1,000
payment, made at the beginning of a period, at the
end of the period (or fractional portion thereof)
Annualized yield
The Fund may calculate an annualized yield by dividing the net
investment income per share deemed earned during a period by the
net asset value per share on the last day of the period and
annualizing the results.
Yield is calculated according to the following formula:
Yield = 2[(a-b + 1)6 - 1]
cd
where: a = dividends and interest earned during the period
b = aggregate expenses accrued for the period (net of
reimbursements)
c = the average daily number of shares outstanding
during the period that were entitled to receive
dividends
d = the maximum offering price per share on the last
day of the period
The Fund's annualized yield was 5.06% for the 30-day period ended
Nov. 29, 1996.
<PAGE>
PAGE 42
The Fund's yield, calculated as described above according to the
formula prescribed by the SEC, is a hypothetical return based on
market value yield to maturity for the Portfolio's securities. It
is not necessarily indicative of the amount which was or may be
paid to the Fund's shareholders. Actual amounts paid to the Fund's
shareholders are reflected in the distribution yield.
Distribution yield
Distribution yield is calculated according to the following
formula:
D divided by POP F equals DY
30 30
where: D = sum of dividends for 30-day period
POP = sum of public offering price for 30-day period
F = annualizing factor
DY = distribution yield
The Fund's distribution yield was 7.02% for the 30-day period ended
Nov. 29, 1996.
Tax-Equivalent Yield
Tax-equivalent yield is calculated by dividing that portion of the
yield (as calculated above) which is tax-exempt by one minus a
stated income tax rate and adding the result to that portion, if
any, of the yield that is not tax-exempt. The following table
shows the Fund's tax equivalent yield, based on federal but not
state tax rates, for the 30-day period ended Nov. 29, 1996.
Marginal
Income Tax Tax-Equivalent Yield
Bracket Distribution Annualized
15.0% 8.26% 5.95%
28.0% 9.75% 7.03%
33.0% 10.48% 7.55%
In its sales material and other communications, the Fund may quote,
compare or refer to rankings, yields or returns as published by
independent statistical services or publishers and publications
such as The Bank Rate Monitor National Index, Barron's, Business
Week, Donoghue's Money Market Fund Report, Financial Services Week,
Financial Times, Financial World, Forbes, Fortune, Global Investor,
Institutional Investor, Investor's Daily, Kiplinger's Personal
Finance, Lipper Analytical Services, Money, Mutual Fund Forecaster,
Newsweek, The New York Times, Personal Investor, Stanger Report,
Sylvia Porter's Personal Finance, USA Today, U.S. News and World
Report, The Wall Street Journal and Wiesenberger Investment
Companies Service.
<PAGE>
PAGE 43
On May 13, 1996, IDS High Yield Tax-Exempt Fund (the IDS Fund), an
open-end investment company managed by the Advisor, transferred all
of its assets to Tax-Free High Yield Portfolio in exchange for
units of the Portfolio. Also on May 13, 1996, the Tax-Free High
Yield Fund transferred all of its assets to the Portfolio in
connection with the commencement of its operations.
On March 20, 1995, the IDS Fund converted to a multiple class
structure pursuant to which three classes of shares are offered:
Class A, Class B and Class Y. Class A shares are sold with a 5%
sales charge, a 0.175% service fee and no 12b-1 fee. Performance
quoted by the Fund is based on the performance and yield of the IDS
Fund prior to March 20, 1995 and to Class A shares of the IDS Fund
from March 20, 1995 through May 13, 1996, adjusted for differences
in sales charge. The historical performance for these periods has
not been adjusted for any difference between the estimated
aggregate fees and expenses of the Fund and historical fees and
expenses of the IDS Fund.
VALUING FUND SHARES
The value of an individual share is determined by using the net
asset value before shareholder transactions for the day and
dividing that figure by the number of shares outstanding at the end
of the previous day.
On Dec. 2, 1996, the first business day following the end of the
fiscal period, the computations looked like this:
<TABLE><CAPTION>
Net assets before Shares outstanding Net asset value
Fund shareholder transactions at the end of previous day of one share
<S> <C> <C> <C> <C> <C>
Tax-Free High $534,911 divided by 117,305 equals $4.56
Yield Fund
</TABLE>
In determining net assets before shareholder transactions, the
securities held by the Fund's corresponding Portfolio are valued as
follows as of the close of business of the New York Stock Exchange
(the Exchange):
'Securities, except bonds other than convertibles, traded on a
securities exchange for which a last-quoted sales price is readily
available are valued at the last-quoted sales price on the exchange
where such security is primarily traded.
'Securities traded on a securities exchange for which a last-quoted
sales price is not readily available are valued at the mean of the
closing bid and asked prices, looking first to the bid and asked
prices on the exchange where the security is primarily traded and,
if none exist, to the over-the-counter market.
'Securities included in the NASDAQ National Market System are
valued at the last-quoted sales price in this market.
<PAGE>
PAGE 44
'Securities included in the NASDAQ National Market System for which
a last-quoted sales price is not readily available, and other
securities traded over-the-counter but not included in the NASDAQ
National Market System are valued at the mean of the closing bid
and asked prices.
'Futures and options traded on major exchanges are valued at the
last-quoted sales price on their primary exchange.
'Foreign securities traded outside the United States are generally
valued as of the time their trading is complete, which is usually
different from the close of the Exchange. Foreign securities
quoted in foreign currencies are translated into U.S. dollars at
the current rate of exchange. Occasionally, events affecting the
value of such securities may occur between such times and the close
of the Exchange that will not be reflected in the computation of
the Portfolio's net asset value. If events materially affecting
the value of such securities occur during such period, these
securities will be valued at their fair value according to
procedures decided upon in good faith by the board.
'Short-term securities maturing more than 60 days from the
valuation date are valued at the readily available market price or
approximate market value based on current interest rates. Short-
term securities maturing in 60 days or less that originally had
maturities of more than 60 days at acquisition date are valued at
amortized cost using the market value on the 61st day before
maturity. Short-term securities maturing in 60 days or less at
acquisition date are valued at amortized cost. Amortized cost is
an approximation of market value determined by systematically
increasing the carrying value of a security if acquired at a
discount, or reducing the carrying value if acquired at a premium,
so that the carrying value is equal to maturity value on the
maturity date.
'Securities without a readily available market price, bonds other
than convertibles and other assets are valued at fair value as
determined in good faith by the board. The board is responsible
for selecting methods it believes provide fair value. When
possible, bonds are valued by a pricing service independent from
the Portfolio. If a valuation of a bond is not available from a
pricing service, the bond will be valued by a dealer knowledgeable
about the bond if such a dealer is available.
The Exchange, the Advisor and the Fund will be closed on the
following holidays: New Year's Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.
INVESTING IN THE FUND
The Fund's minimum initial investment requirement is $2,000 ($1,000
for Custodial Accounts, Individual Retirement Accounts and certain <PAGE>
PAGE 45
other retirement plans). Subsequent investments of $100 or more
may be made. These minimum investment requirements may be changed
at any time and are not applicable to certain types of investors.
The Securities Investor Protection Corporation (SIPC) will provide
account protection, in an amount up to $500,000, for securities
including Fund shares (up to $100,000 protection for cash), held in
an Investment Management Account maintained with the Advisor. Of
course, SIPC account protection does not protect shareholders from
share price fluctuations.
REDEEMING SHARES
You have a right to redeem your shares at any time. For an
explanation of redemption procedures, please see the prospectus.
During an emergency, the board can suspend the computation of net
asset value, stop accepting payments for purchase of shares or
suspend the duty of the Fund to redeem shares for more than seven
days. Such emergency situations would occur if:
'The Exchange closes for reasons other than the usual weekend and
holiday closings or trading on the Exchange is restricted, or
'Disposal of the Portfolio's securities is not reasonably
practicable or it is not reasonably practicable for the Fund to
determine the fair value of its net assets, or
'The SEC, under the provisions of the 1940 Act, as amended,
declares a period of emergency to exist.
Should the Fund stop selling shares, the board members may make a
deduction from the value of the assets held by the Fund to cover
the cost of future liquidations of the assets so as to distribute
fairly these costs among all shareholders.
Redemptions by the Fund
The Fund reserves the right to redeem, involuntarily, the shares of
any shareholder whose account has a value of less than a minimum
amount but only where the value of such account has been reduced by
voluntary redemption of shares. Until further notice, it is the
policy of the Fund not to exercise this right with respect to any
shareholder whose account has a value of $1,000 or more ($500 in
the case of Custodial accounts, IRA's and other retirement plans).
In any event, before the Fund redeems such shares and sends the
proceeds to the shareholder, it will notify the shareholder that
the value of the shares in the account is less than the minimum
amount and allow the shareholder 30 days to make an additional
investment in an amount which will increase the value of the
accounts to at least $1,000.
<PAGE>
PAGE 46
Redemptions in Kind
The Company has elected to be governed by Rule 18f-1 under the 1940
Act, which obligates the Fund to redeem shares in cash, with
respect to any one shareholder during any 90-day period, up to the
lesser of $250,000 or 1% of the net assets of the Fund at the
beginning of such period. Although redemptions in excess of this
limitation would normally be paid in cash, the Fund reserves the
right to make payments in whole or in part in securities or other
assets in case of an emergency, or if the payment of such
redemption in cash would be detrimental to the existing
shareholders of the Fund as determined by the board. In such
circumstances, the securities distributed would be valued as set
forth in the Prospectus. Should the Fund distribute securities, a
shareholder may incur brokerage fees or other transaction costs in
converting the securities to cash.
PAY-OUT PLANS
You can use any of several pay-out plans to redeem your investment
in regular installments at no extra cost. While the plans differ
on how the pay-out is figured, they all are based on the redemption
of your investment. Net investment income dividends and any
capital gain distributions will automatically be reinvested, unless
you elect to receive them in cash. If you are redeeming a tax-
qualified plan account for which American Express Trust Company
acts as custodian, you can elect to receive your dividends and
other distributions in cash when permitted by law. If you redeem
an IRA or a qualified retirement account, certain restrictions,
federal tax penalties and special federal income tax reporting
requirements may apply. You should consult your tax advisor about
this complex area of the tax law.
To start any of these plans, please submit an authorization form
supplied by American Express Financial Direct. For a copy, write
or call American Express Financial Direct, 1-800-AXP-SERV (TTY: 1-
800-710-5260), P.O. Box 59196, Minneapolis, MN 55459-0196. Your
authorization must be received in the Minneapolis headquarters at
least five days before the date you want your payments to begin.
The initial payment must be at least $50. Payments will be made on
a monthly, bimonthly, quarterly, semiannual or annual basis. Your
choice is effective until you change or cancel it.
The following pay-out plans are designed to take care of the needs
of most shareholders. If you need a more irregular schedule of
payments, it may be necessary for you to make a series of
individual redemptions, in which case you will have to send in a
separate redemption request for each pay-out. The Fund reserves
the right to change or stop any pay-out plan and to stop making
such plans available.
<PAGE>
PAGE 47
Plan #1: Pay-out for a fixed period of time
If you choose this plan, a varying number of shares will be
redeemed at net asset value at regular intervals during the time
period you choose. This plan is designed to end in complete re-
demption of all shares in your account with the Fund by the end of
the fixed period.
Plan #2: Redemption of a fixed number of shares
If you choose this plan, a fixed number of shares will be redeemed
at net asset value for each payment and that amount will be sent to
you. The length of time these payments continue is based on the
number of shares in your account with the Fund.
Plan #3: Redemption of a fixed dollar amount
If you decide on a fixed dollar amount, whatever number of shares
is necessary to make the payment will be redeemed in regular
installments until your account with the Fund is closed.
Plan #4: Redemption of a percentage of net asset value
Payments are made based on a fixed percentage of the net asset
value of the shares in the account computed on the day of each
payment. Percentages range from 0.25% to 0.75%. For example, if
you are on this plan and arrange to take 0.5% each month, you will
get $50 if the value of your account with the Fund is $10,000 on
the payment date.
CAPITAL LOSS CARRYOVER
For federal income tax purposes, Tax-Free High Yield Fund had total
capital loss carryovers of $1,194, at Nov. 30, 1996, that if not
offset by subsequent capital gains will expire in 2004.
It is unlikely that the board will authorize a distribution of any
net realized capital gains until the available capital loss
carryover has been offset or has expired except as required by
Internal Revenue Service rules.
TAXES
All distributions of net investment income during the year will
have the same percentage designated as tax-exempt. This annual
percentage is expected to be substantially the same as the
percentage of tax-exempt income actually earned during any
particular distribution period. For the fiscal period ended Nov.
30, 1996, 100% of the income distribution was designated as exempt
from federal income taxes.
Capital gain distributions, if any, received by individual and
corporate shareholders, should be treated as long-term capital <PAGE>
PAGE 48
gains regardless of how long they owned their shares. Short-term
capital gains earned by the Fund are paid to shareholders as part
of their ordinary income dividend and are taxable as ordinary
income, not capital gain.
If you are a "substantial user" (or related person) of facilities
financed by industrial development bonds, you should consult your
tax advisor before investing. The income from such bonds may not
be tax-exempt for you.
Interest on private activity bonds generally issued after August
1986 is a preference item for purposes of the individual and
corporate alternative minimum taxes. "Private-activity" (non-
governmental purpose) municipal bonds include industrial revenue
bonds, student-loan bonds and multi- and single-family housing
bonds. An exception is made for private activity bonds issued for
qualified--501(c)(3)--organizations, including non-profit colleges,
universities and hospitals. These bonds will continue to be tax-
exempt and will not be subject to the alternative minimum tax for
individuals. To the extent a fund earns income subject to the
alternative minimum tax, it will flow through to that fund's
shareholders and may subject some shareholders, depending on their
tax status, to the alternative minimum tax. The Fund reports the
percentage of its income earned from these bonds to shareholders
with their other tax information.
State law determines whether interest income on a particular
municipal bond is tax-exempt for state tax purposes. It also
determines the tax treatment of those bonds when earned by a mutual
fund and paid to the Fund's shareholders. The Fund will tell you
the percentage of interest income from municipal bonds it received
during the year on a state-by-state basis. Your tax advisor should
help you report this income for state tax purposes.
Under federal tax law, by the end of a calendar year the Fund must
declare and pay dividends representing 98% of ordinary income for
that calendar year and 98% of net capital gains (both long-term and
short-term) for the 12-month period ending Nov. 30 of that calendar
year. The Fund is subject to an excise tax equal to 4% of the
excess, if any, of the amount required to be distributed over the
amount actually distributed. The Fund intends to comply with
federal tax law and avoid any excise tax.
This is a brief summary that relates to federal income taxation
only. Shareholders should consult their tax advisor as to the
application of federal, state and local income tax laws to Fund
distributions.
<PAGE>
PAGE 49
AGREEMENTS
Investment Management Services Agreement
The Trust, on behalf of the Portfolio, has an Investment Management
Services Agreement with the Advisor. For managing the assets of
the Portfolio, the Advisor is paid a fee based upon the following
schedule:
Assets Annual rate at
(billions) each asset level
First $1.0 0.490%
Next 1.0 0.465
Next 1.0 0.440
Next 3.0 0.415
Next 3.0 0.390
Over 9.0 0.360
On Nov. 30, 1996, the daily rates applied to the Portfolio's net
assets on an annual basis were equal to 0.439% for the Portfolio.
The fee is calculated for each calendar day on the basis of net
assets at the close of business two days prior to the day for which
the calculation is made.
The management fee is paid monthly. For the fiscal period from May
13, 1996 to Nov. 30, 1996, the total amount paid was $14,890,546
for the Portfolio. The amount is allocated among the Fund
investing in the Portfolio.
Under the Agreement, the Portfolio also pays taxes, brokerage
commissions and nonadvisory expenses, which include custodian fees;
audit and certain legal fees; fidelity bond premiums; registration
fees for units; office expenses; consultants' fees; compensation of
board members, officers and employees; corporate filing fees;
organizational expenses; expenses incurred in connection with
lending portfolio securities; and expenses properly payable by the
Portfolio, approved by the board. For the fiscal period from May
13, 1996 to Nov. 30, 1996, the Portfolio paid nonadvisory expenses
of $188,679.
Administrative Services Agreement
The Company, on behalf of the Fund, has an Administrative Services
Agreement with the Advisor. Under this agreement, the Fund pays
the Advisor for providing administration and accounting services.
The fee is payable from the assets of the Fund and is calculated as
follows:
Fund assets Annual rate at
(billions) each asset level
First $1 0.040%
Next 1 0.035
Next 1 0.030
<PAGE>
PAGE 50
Next 3 0.025
Next 3 0.020
Over 9 0.020
On Nov. 30, 1996, the daily rates applied to the Fund's net assets
on an annual basis were equal to 0.040%. The fee is calculated for
each calendar day on the basis of net assets as of the close of
business two business days prior to the day for which the
calculation is made. For the fiscal period from May 13, 1996, to
Nov. 30, 1996, the Fund paid fees of $87.
Under the agreement, the Fund also pays taxes; audit and certain
legal fees; registration fees for shares; office expenses;
consultant's fees; compensation of board members, officers and
employees; corporate filing fees; organizational expenses; and
expenses properly payable by the Fund approved by the board.
Transfer Agency Agreement
The Company, on behalf of the Fund, has a Transfer Agency Agreement
with the Advisor. This agreement governs the responsibility for
administering and/or performing transfer agent functions, for
acting as service agent in connection with dividend and
distribution functions and for performing shareholder account
administration agent functions in connection with the issuance,
exchange and redemption or repurchase of the Fund's shares. The
fee is determined by multiplying the number of shareholder accounts
at the end of the day by a rate of $25 per year and dividing by the
number of days in the year. The fees paid to the Advisor may be
changed from time to time upon agreement of the parties without
shareholder approval. For the fiscal period from May 13, 1996, to
Nov. 30, 1996, the Fund paid fees of $32.
Plan and Agreement of Distribution/Distribution Agreement
To help the Distributor defray the costs of distribution and
servicing, the Company and the Distributor have entered into a Plan
and Agreement of Distribution (Plan). These costs cover almost all
aspects of distributing Fund shares. Under the Plan, the
Distributor is paid a fee at an annual rate of 0.25% of the Fund's
average daily net assets.
The Plan must be approved annually by the board, including a
majority of the disinterested board members, if it is to continue
for more than a year. At least quarterly, the board must review
written reports concerning the amounts expended under the Plan and
the purposes for which the expenditures were made. The Plan and
any agreement related to it may be terminated at any time with
respect to the Fund by vote of a majority of board members who
are not interested persons of the Company and have no direct or
indirect financial interest in the operation of the Plan or in any
agreement related to the Plan, by vote of a majority of the
outstanding voting securities of the Fund or by the Distributor.
<PAGE>
PAGE 51
The Plan (or any agreement related to it) will terminate in the
event of its assignment, as that term is defined in the 1940 Act,
as amended. The Plan may not be amended to increase the amount to
be spent for distribution without shareholder approval, and all
material amendments to the Plan must be approved by a majority of
the board members, including a majority of the board members who
are not interested persons of the Company and who do not have a
financial interest in the operation of the Plan or any agreement
related to it. The selection and nomination of such disinterested
board members is the responsibility of such disinterested board
members. No board member who is not an interested person has any
direct or indirect financial interest in the operation of the Plan
or any related agreement. For the fiscal period from May 13, 1996
to Nov. 30, 1996, the Fund paid fees of $546 for Tax-Free High
Yield Fund.
Total fees and expenses
Total combined fees and nonadvisory expenses of both the Fund and
the Portfolio cannot exceed the most restrictive applicable state
limitation. Currently, the most restrictive applicable state
expense limitation, subject to exclusion of certain expenses, is
2.5% of the first $30 million of the Fund's average daily net
assets, 2% of the next $70 million and 1.5% of average daily net
assets over $100 million, on an annual basis. At the end of each
month, if the fees and expenses of the Fund exceed this limitation
for the Fund's fiscal period in progress, the Advisor will assume
all expenses in excess of the limitation. The Advisor then may
bill the Fund for such expenses in subsequent months up to the end
of that fiscal period, but not after that date. No interest
charges are assessed by the Advisor for expenses it assumes. For
the fiscal period from May 13, 1996 to Nov. 30, 1996, the Fund paid
total fees and nonadvisory expenses of $2,090 for Tax-Free High
Yield Fund. The Fund began operations on May 13, 1996. The
Advisor and the Distributor have agreed to waive certain fees and
to absorb certain other Fund expenses until November 30, 1997.
Under this agreement, the Fund's total expenses will not exceed
0.95%.
ORGANIZATIONAL INFORMATION
The Fund is a series of Strategist Tax-Free Income Fund, Inc., an
open-end management investment company, as defined in the
Investment Company Act of 1940 (the "Company"). The Company was
incorporated on Sept. 1, 1995 in Minnesota. The Company's
headquarters are at IDS Tower 10, Minneapolis, MN 55440-0010.
BOARD MEMBERS AND OFFICERS
The following is a list of the Company's board members and
officers, who are board members and officers of all 15 funds in the
Strategist Fund Group. All shares of the Fund have cumulative
voting rights with respect to the election of board members.
<PAGE>
PAGE 52
Directors and officers of Strategist Fund Group
Rodney P. Burwell
Born in 1939
Xerxes Corporation
7901 Xerxes Ave. S.
Minneapolis, MN
Chairman, Xerxes Corporation (fiberglass storage tanks). Director,
Children's Broadcasting Network, Vaughn Communications, Sunbelt
Nursery Group, Fairview Corporation.
William J. Heron Jr.*
Born in 1941
American Express Company
World Financial Center
New York, NY
Vice president of all funds in the Strategist Fund Group.
President of American Express Financial Direct since 1995. Chief
executive officer, Swig Investment Company from 1993 to 1995.
Group executive, Citicorp/Citibank from 1985 to 1993.
Jean B. Keffeler
Born in 1945
The Keffeler Company
3033 Excelsior Blvd.
Minneapolis, MN
President, The Keffeler Company (management advisory services).
Director, National Computer Systems, American Paging Systems, Inc.
Thomas R. McBurney
Born in 1938
McBurney Management Advisors
1800 International Centre
900 2nd Ave. S.
Minneapolis, MN
President, McBurney Management Advisors. Director, The Valspar
Corporation (paints), Wenger Corporation, Security American
Financial Enterprises, Allina, Space Center Enterprises,
Greenspring Corporation.
James A. Mitchell*
Born in 1941
2900 IDS Tower
Minneapolis, MN
President of all funds in the Strategist Fund Group. Executive
vice president and director of the Advisor. Chairman of the board
and chief executive officer of IDS Life Insurance Company.
Director, IDS Life Funds.
<PAGE>
PAGE 53
*Interested person of the Company by reason of being an officer,
board member, employee and/or shareholder of the Advisor or
American Express.
In addition to Mr. Mitchell, who is president, and Mr. Heron, who
is vice president, the Funds' other officers are:
Eileen J. Newhouse
Born in 1955
IDS Tower 10
Minneapolis, MN
Secretary of all funds in the Strategist Fund Group. Counsel of
the Advisor.
Melinda S. Urion
Born in 1953
IDS Tower 10
Minneapolis, MN
Treasurer of all funds in the Strategist Fund Group. Director,
senior vice president and chief financial officer of the Advisor.
Director and executive vice president and controller of IDS Life
Insurance Company.
Members of the board who are not officers of the Advisor or an
affiliate receive an annual fee of $1,000 for Tax-Free High Yield
Fund. Once the assets of all funds in the Strategist Fund Group
reach $100 million, members of the board who are not officers of
the Advisor or an affiliate also will receive a fee of $1,000 for
attendance at board meetings. Board members serving more than one
fund will receive an aggregate of $1,000 whether attending one or
more meetings held on the same day. The cost of the fee will be
shared by the funds served by the director.
During the fiscal period from May 13, 1996 to Nov. 30, 1996 the
members of the board received no compenation. On Nov. 30, 1996, the
Funds' board members and officers as a group owned less than 1% of
the outstanding shares of each Fund.
The following is a list of the Trust's board members and officers,
who are board members and officers of all five Trusts in the
Preferred Master Trust Group and, except for Mr. Dudley, all 47
funds in the IDS MUTUAL FUND GROUP. Mr. Dudley is a board member
of all IDS funds except the nine life funds. All units have
cumulative voting rights with respect to the election of board
members.
<PAGE>
PAGE 54
Trustees and officers of the Preferred Master Trust Group
H. Brewster Atwater, Jr.
Born in 1941
4900 IDS Tower
Minneapolis, MN
Former Chairman and chief executive officer, General Mills, Inc.
Director, Merck & Co., Ic. and Darden Restaurants, Inc.
Lynne V. Cheney'
Born in 1941
American Enterprise Institute
for Public Policy Research (AEI)
1150 17th St., N.W.
Washington, D.C.
Distinguished Fellow AEI. Former Chair of National Endowment of
the Humanities. Director, The Reader's Digest Association Inc.,
Lockheed-Martin, the Interpublic Group of Companies, Inc.
(advertising) and FPL Group, Inc. (holding company for Florida
Power and Light).
William H. Dudley**
Born in 1932
2900 IDS Tower
Minneapolis, MN
Executive vice president and director of the Advisor.
Robert F. Froehlke+
Born in 1922
1201 Yale Place
Minneapolis, MN
Former president of all funds in the IDS MUTUAL FUND GROUP.
Director, the ICI Mutual Insurance Co., Institute for Defense
Analyses, Marshall Erdman and Associates, Inc. (architectural
engineering) and Public Oversight Board of the American Institute
of Certified Public Accountants.
David R. Hubers+**
Born in 1943
2900 IDS Tower
Minneapolis, MN
President, chief executive officer and director of the Advisor.
Previously, senior vice president, finance and chief financial
officer of the Advisor.
<PAGE>
PAGE 55
Heinz F. Hutter+'
Born in 1929
P.O. Box 2187
Minneapolis, MN
Former president and chief operating officer, Cargill, Incorporated
(commodity merchants and processors).
Anne P. Jones
Born in 1935
5716 Bent Branch Rd.
Bethesda, MD
Attorney and telecommunications consultant. Former partner, law
firm of Sutherland, Asbill & Brennan. Director, Motorola, Inc. and
C-Cor Electronics, Inc.
Melvin R. Laird
Born in 1922
Reader's Digest Association, Inc.
1730 Rhode Island Ave., N.W.
Washington, D.C.
Senior counsellor for national and international affairs, The
Reader's Digest Association, Inc. Former nine-term congressman,
secretary of defense and presidential counsellor. Director, Martin
Marietta Corp., Metropolitan Life Insurance Co., The Reader's
Digest Association, Inc., Science Applications International Corp.,
Wallace Reader's Digest Funds and Public Oversight Board (SEC
Practice Section, American Institute of Certified Public
Accountants).
William R. Pearce+*
Born in 1927
901 S. Marquette Ave.
Minneapolis, MN
President of all Trusts in the Preferred Master Trust Group since
April 1996 and president of all funds in the IDS MUTUAL FUND GROUP
since June 1993. Former vice chairman of the board, Cargill,
Incorporated (commodity merchants and processors).
Edson W. Spencer+
Born in 1926
4900 IDS Center
80 S. 8th St.
Minneapolis, MN
President, Spencer Associates Inc. (consulting). Former chairman
of the board and chief executive officer, Honeywell Inc. Director,
Boise Cascade Corporation (forest products). Member of
International Advisory Council of NEC (Japan).
<PAGE>
PAGE 56
John R. Thomas**
Born in 1937
2900 IDS Tower
Minneapolis, MN
Senior vice president and director of the Advisor.
Wheelock Whitney+
Born in 1926
1900 Foshay Tower
821 Marquette Ave.
Minneapolis, MN
Chairman, Whitney Management Company (manages family assets).
C. Angus Wurtele'
Born in 1934
Valspar Corporation
Suite 1700
Foshay Tower
Minneapolis, MN
Chairman of the board and retired chief executive officer, The
Valspar Corporation (paints). Director, Bemis Corporation
(packaging), Donaldson Company (air cleaners & mufflers) and
General Mills, Inc. (consumer foods).
+ Member of executive committee.
' Member of joint audit committee.
* Interested person of the Trust by reason of being an officer and
employee of the Trust.
**Interested person of the Trust by reason of being an officer,
board member, employee and/or shareholder of the Advisor or
American Express.
The board also has appointed officers who are responsible for day-
to-day business decisions based on policies it has established.
In addition to Mr. Pearce, who is president, the Trust's other
officers are:
Leslie L. Ogg
Born in 1938
901 S. Marquette Ave.
Minneapolis, MN
Vice president, general counsel and secretary of all Trusts in the
Preferred Master Trust Group and of all funds in the IDS MUTUAL
FUND GROUP.
Officers who are also officers and/or employees of the Advisor:
<PAGE>
PAGE 57
Peter J. Anderson
Born in 1942
IDS Tower 10
Minneapolis, MN
Vice president-investments of all Trusts in the Preferred Master
Trust Group. Director and senior vice president-investments of the
Advisor.
Melinda S. Urion
Born in 1953
IDS Tower 10
Minneapolis, MN
Treasurer of all Trusts in the Preferred Master Trust Group.
Director, senior vice president and chief financial officer of the
Advisor. Director and executive vice president and controller of
IDS Life Insurance Company.
Members of the board who are not officers of a Portfolio or of the
Advisor receive an annual fee of $3,600 for Tax-Free High Yield
Portfolio. They also receive attendance and other fees. These
fees include for each day in attendance at meetings of the board,
$50; for meetings of the Contracts and Investment Review
Committees, $50; meetings of the Audit Committee, $25; for
traveling from out-of-state, $8; and as Chair of the Contracts
Committee, $90. Expenses for attending meetings are reimbursed.
During the fiscal period from May 13, 1996 to Nov. 30, 1996, the
members of the board, for attending up to 25 meetings, received the
following compensation, in total, from all Portfolios in the
Preferred Master Trust Group:
<TABLE><CAPTION>
Compensation Table
for Tax-Free High Yield Portfolio
Pension or Estimated Total cash
Aggregate Retirement annual compensation from
compensation benefits benefit the Preferred Master
from the accrued as upon Trust Group and IDS
Board member Portfolio Portfolio expenses retirement MUTUAL FUND GROUP
<S> <C> <C> <C> <C>
Lynne V. Cheney $ 1,956 $0 $0 $78,300
Robert F. Froehlke 2,015 0 0 81,700
Heinz F. Hutter 1,968 0 0 81,100
Anne P. Jones 1,981 0 0 81,200
Melvin R. Laird 1,909 0 0 78,000
Edson W. Spencer 2,010 0 0 86,800
Wheelock Whitney 1,985 0 0 80,100
C. Angus Wurtele 1,978 0 0 80,100
H. Brewster Atwater, Jr. 400 0 0 9,800
(part of year)
</TABLE>
During the fiscal period from May 13, 1996 to Nov. 30, 1996, no
board member or officer earned more than $60,000 from the Tax-Free
High Yield Portfolio. All board members and officers as a group
earned $22,799 from Tax-Free High Yield Portfolio.
<PAGE>
PAGE 58
CUSTODIAN
The Trust's securities and cash are held by American Express Trust
Company, 1200 Northstar Center West, 625 Marquette Ave.,
Minneapolis, MN 55402-2307, through a custodian agreement. The
Fund also retains the custodian pursuant to a custodian agreement.
The custodian is permitted to deposit some or all of its securities
in central depository systems as allowed by federal law. For its
services, the Portfolio pays the custodian a maintenance charge and
a charge per transaction in addition to reimbursing the custodian's
out-of-pocket expenses.
INDEPENDENT AUDITORS
The Fund's and corresponding Portfolio's financial statements
contained in the Annual Report to shareholders for the fiscal
period ended Nov. 30, 1996 were audited by independent auditors,
KPMG Peat Marwick LLP, 4200 Norwest Center, 90 S. Seventh St.,
Minneapolis, MN 55402-3900. The independent auditors also provide
other accounting and tax-related services as requested by the Fund.
FINANCIAL STATEMENTS
The Independent Auditor's Report and the Financial Statements,
including Notes to the Financial Statements and the Schedule of
Investments in Securities, contained in the 1996 Annual Report to
shareholders, pursuant to Section 30(d) of the 1940 Act, as
amended, are hereby incorporated in this SAI by reference. No
other portion of the Annual Report, however, is incorporated by
reference.
PROSPECTUS
The prospectus dated Jan. 29, 1997, is hereby incorporated in this
SAI by reference.
<PAGE>
PAGE 59
APPENDIX A
DESCRIPTION OF SHORT-TERM SECURITIES
Short-term Tax-exempt Securities
A portion of the Portfolio's assets are in cash and short-term
securities for day-to-day operating purposes. The investments will
usually be in short-term municipal bonds and notes. These include:
(1) Tax anticipation notes sold to finance working capital needs
of municipalities in anticipation of receiving taxes on a future
date.
(2) Bond anticipation notes sold on an interim basis in
anticipation of a municipality issuing a longer term bond in the
future.
(3) Revenue anticipation notes issued in anticipation of revenues
from sources other than taxes, such as federal revenues available
under the Federal Revenue Sharing Program.
(4) Tax and revenue anticipation notes issued in anticipation of
revenues from taxes and other sources of revenue, except bond
placements.
(5) Construction loan notes insured by the Federal Housing
Administration which remain outstanding until permanent financing
by the Federal National Mortgage Association (FNMA) or the
Government National Mortgage Association (GNMA) at the end of the
project construction period.
(6) Tax-exempt commercial paper with a stated maturity of 365 days
or less issued by agencies of state and local governments to
finance seasonal working capital needs or as short-term financing
in anticipation of longer-term financing.
(7) Project notes issued by local housing authorities to finance
urban renewal and public housing projects. These notes are
guaranteed by the full faith and credit of the U.S. government.
(8) Variable rate demand notes, on which the yield is adjusted at
periodic intervals not exceeding 31 days and on which the principal
must be repaid in not less than seven days' notice, are considered
short-term regardless of the stated maturity.
Short-term Taxable Securities and Repurchase Agreements
Depending on market conditions, a portion of the Portfolio's
investments may be in short-term taxable securities. These
include:
<PAGE>
PAGE 60
(1) Obligations of the U.S. government, its agencies and
instrumentalities resulting principally from lending programs of
the U.S. government;
(2) U.S. Treasury bills with maturities up to one year. The
difference between the purchase price and the maturity value or
resale price is the interest income to the Portfolio;
(3) Certificates of deposit or receipts with fixed interest rates
issued by banks in exchange for deposit of funds;
(4) Bankers' acceptances arising from short-term credit
arrangements designed to enable business to obtain funds to finance
commercial transactions;
(5) Letters of credit which are short-term notes issued in bearer
form with a bank letter of credit obligating the bank to pay the
bearer the amount of the note;
(6) Commercial paper rated in the two highest grades by Standard &
Poor's or Moody's. Commercial paper is generally defined as
unsecured short-term notes issued in bearer form by large well-
known corporations and finance companies. These ratings reflect a
review of management, economic evaluation of the industry
competition, liquidity, long-term debt and ten-year earning trends.
Standard & Poor's rating A-1 indicates that the degree of safety
regarding timely payment is either overwhelming or very strong.
Standard & Poor's ratings A-2 indicates that capacity for timely
payment on issues with this designation is strong.
Moody's rating Prime-1 (P-1) indicates a superior capacity for
repayment of short-term promissory obligations.
Moody's rating Prime-2 (P-2) indicates a strong capacity for
repayment of short-term promissory obligations.
(7) Repurchase agreements involving acquisition of securities by
the Portfolio with a concurrent agreement by the seller, usually a
bank or securities dealer, to reacquire the securities at cost plus
interest within a specified time. From this investment, the
Portfolio receives a fixed rate of return that is insulated from
market rate changes while it holds the security.
<PAGE>
PAGE 61
APPENDIX B
OPTIONS AND INTEREST RATE FUTURES CONTRACTS
The Portfolio may buy or write options traded on any U.S. or
foreign exchange or in the over-the-counter market. The Portfolio
may enter into interest rate futures contracts traded on any U.S.
or foreign exchange. The Portfolio also may buy or write put and
call options on these futures. Options in the over-the-counter
market will be purchased only when the investment manager believes
a liquid secondary market exists for the options and only from
dealers and institutions the investment manager believes present a
minimal credit risk. Some options are exercisable only on a
specific date. In that case, or if a liquid secondary market does
not exist, the Portfolio could be required to buy or sell
securities at disadvantageous prices, thereby incurring losses.
OPTIONS. An option is a contract. A person who buys a call option
for a security has the right to buy the security at a set price for
the length of the contract. A person who sells a call option is
called a writer. The writer of a call option agrees to sell the
security at the set price when the buyer wants to exercise the
option, no matter what the market price of the security is at that
time. A person who buys a put option has the right to sell a
security at a set price for the length of the contract. A person
who writes a put option agrees to buy the security at the set price
if the purchaser wants to exercise the option, no matter what the
market price of the security is at that time. An option is covered
if the writer owns the security (in the case of a call) or sets
aside the cash (in the case of a put) that would be required upon
exercise.
The price paid by the buyer for an option is called a premium. In
addition, the buyer generally pays a broker a commission. The
writer receives a premium, less a commission, at the time the
option is written. The cash received is retained by the writer
whether or not the option is exercised. A writer of a call option
may have to sell the security for a below-market price if the
market price rises above the exercise price. A writer of a put
option may have to pay an above-market price for the security if
its market price decreases below the exercise price.
Options can be used to produce incremental earnings, protect gains
and facilitate buying and selling securities for investment
purposes. The use of options and futures contracts may benefit the
Portfolio and its unitholders by improving the Portfolio's
liquidity and by helping to stabilize the value of its net assets.
Buying options. Put and call options may be used as a trading
technique to facilitate buying and selling securities for
investment reasons. Options are used as a trading technique to
take advantage of any disparity between the price of the underlying
security in the securities market and its price on the options <PAGE>
PAGE 62
market. It is anticipated the trading technique will be utilized
only to effect a transaction when the price of the security plus
the option price will be as good or better than the price at which
the security could be bought or sold directly. When the option is
purchased, the Portfolio pays a premium and a commission. It then
pays a second commission on the purchase or sale of the underlying
security when the option is exercised. For record-keeping and tax
purposes, the price obtained on the purchase of the underlying
security will be the combination of the exercise price, the premium
and both commissions. When using options as a trading technique,
commissions on the option will be set as if only the underlying
securities were traded.
Put and call options also may be held by the Portfolio for
investment purposes. Options permit the Portfolio to experience
the change in the value of a security with a relatively small
initial cash investment. The risk the Portfolio assumes when it
buys an option is the loss of the premium. To be beneficial to the
Portfolio, the price of the underlying security must change within
the time set by the option contract. Furthermore, the change must
be sufficient to cover the premium paid, the commissions paid both
in the acquisition of the option and in a closing transaction or in
the exercise of the option and subsequent sale (in the case of a
call) or purchase (in the case of a put) of the underlying
security. Even then the price change in the underlying security
does not ensure a profit since prices in the option market may not
reflect such a change.
Writing covered options. The Portfolio will write covered options
when it feels it is appropriate and will follow these guidelines:
'Underlying securities will continue to be bought or sold solely on
the basis of investment considerations consistent with the
Portfolio's goal.
'All options written by the Portfolio will be covered. For covered
call options if a decision is made to sell the security, the
Portfolio will attempt to terminate the option contract through a
closing purchase transaction.
'The Portfolio will write options only as permitted under federal
or state laws or regulations, such as those that limit the amount
of total assets subject to the options. While no limit has been
set by the Portfolio, it will conform to the requirements of
certain states. For example, California limits the writing of
options to 50% of the assets of a portfolio.
Net premiums on call options closed or premiums on expired call
options are treated as short-term capital gains. Since the
Portfolio is taxed as a regulated investment company under the
Internal Revenue Code, any gains on options and other securities
held less than three months must be limited to less than 30% of its
annual gross income.
<PAGE>
PAGE 63
If a covered call option is exercised, the security is sold by the
Portfolio. The Portfolio will recognize a capital gain or loss
based upon the difference between the proceeds and the security's
basis.
Options on many securities are listed on options exchanges. If the
Portfolio writes listed options, it will follow the rules of the
options exchange. Options are valued at the close of the New York
Stock Exchange. An option listed on a national exchange, CBOE or
NASDAQ will be valued at the last quoted sales price or, if such a
price is not readily available, at the mean of the last bid and
asked prices.
FUTURES CONTRACTS. A futures contract is an agreement between two
parties to buy and sell a security for a set price on a future
date. They have been established by boards of trade which have
been designated contracts markets by the Commodity Futures Trading
Commission (CFTC). Futures contracts trade on these markets in a
manner similar to the way a stock trades on a stock exchange, and
the boards of trade, through their clearing corporations, guarantee
performance of the contracts. Currently, there are futures
contracts based on such debt securities as long-term U.S. Treasury
bonds, Treasury notes, GNMA modified pass-through mortgage-backed
securities, three-month U.S. Treasury bills and bank certificates
of deposit. While futures contracts based on debt securities do
provide for the delivery and acceptance of securities, such
deliveries and acceptances are very seldom made. Generally, the
futures contract is terminated by entering into an offsetting
transaction. An offsetting transaction for a futures contract sale
is effected by the Portfolio entering into a futures contract
purchase for the same aggregate amount of the specific type of
financial instrument and same delivery date. If the price in the
sale exceeds the price in the offsetting purchase, the Portfolio
immediately is paid the difference and realizes a gain. If the
offsetting purchase price exceeds the sale price, the Portfolio
pays the difference and realizes a loss. Similarly, closing out a
futures contract purchase is effected by the Portfolio entering
into a futures contract sale. If the offsetting sale price
exceeds the purchase price, the Portfolio realizes a gain, and if
the offsetting sale price is less than the purchase price, the
Portfolio realizes a loss. At the time a futures contract is made,
a good-faith deposit called initial margin is set up within a
segregated account at the Portfolio's custodian bank. The initial
margin deposit is approximately 1.5% of a contract's face value.
Daily thereafter, the futures contract is valued and the payment of
variation margin is required so that each day the Portfolio would
pay out cash in an amount equal to any decline in the contract's
value or receive cash equal to any increase. At the time a futures
contract is closed out, a nominal commission is paid, which is
generally lower than the commission on a comparable transaction in
the cash markets.
<PAGE>
PAGE 64
The purpose of a futures contract, in the case of a portfolio
holding long-term debt securities, is to gain the benefit of
changes in interest rates without actually buying or selling long-
term debt securities. For example, if the Portfolio owned long-
term bonds and interest rates were expected to increase, it might
enter into futures contracts to sell securities which would have
much the same effect as selling some of the long-term bonds it
owned.
Futures contracts are based on types of debt securities referred to
above, which have historically reacted to an increase or decline in
interest rates in a fashion similar to the debt securities the
Portfolio owns. If interest rates did increase, the value of the
debt securities in the portfolio would decline, but the value of
the Portfolio's futures contracts would increase at approximately
the same rate, thereby keeping the net asset value of the Portfolio
from declining as much as it otherwise would have. If, on the
other hand, the Portfolio held cash reserves and interest rates
were expected to decline, the Portfolio might enter into interest
rate futures contracts for the purchase of securities. If short-
term rates were higher than long-term rates, the ability to
continue holding these cash reserves would have a very beneficial
impact on the Portfolio's earnings. Even if short-term rates were
not higher, the Portfolio would still benefit from the income
earned by holding these short-term investments. At the same time,
by entering into futures contracts for the purchase of securities,
the Portfolio could take advantage of the anticipated rise in the
value of long-term bonds without actually buying them until the
market had stabilized. At that time, the futures contracts could
be liquidated and the Portfolio's cash reserves could then be used
to buy long-term bonds on the cash market. The Portfolio could
accomplish similar results by selling bonds with long maturities
and investing in bonds with short maturities when interest rates
are expected to increase or by buying bonds with long maturities
and selling bonds with short maturities when interest rates are
expected to decline. But by using futures contracts as an
investment tool, given the greater liquidity in the futures market
than in the cash market, it might be possible to accomplish the
same result more easily and more quickly. Successful use of
futures contracts depends on the investment manager's ability to
predict the future direction of interest rates. If the investment
manager's prediction is incorrect, the Portfolio would have been
better off had it not entered into futures contracts.
OPTIONS ON FUTURES CONTRACTS. Options give the holder a right to
buy or sell futures contracts in the future. Unlike a futures
contract, which requires the parties to the contract to buy and
sell a security on a set date, an option on a futures contract
merely entitles its holder to decide on or before a future date
(within nine months of the date of issue) whether to enter into
such a contract. If the holder decides not to enter into the
contract, all that is lost is the amount (premium) paid for the
option. Furthermore, because the value of the option is fixed at <PAGE>
PAGE 65
the point of sale, there are no daily payments of cash to reflect
the change in the value of the underlying contract. However, since
an option gives the buyer the right to enter into a contract at a
set price for a fixed period of time, its value does change daily
and that change is reflected in the net asset value of the
Portfolio.
RISKS. There are risks in engaging in each of the management tools
described above. The risk the Portfolio assumes when it buys an
option is the loss of the premium paid for the option. Purchasing
options also limits the use of monies that might otherwise be
available for long-term investments.
The risk involved in writing options on futures contracts the
Portfolio owns, or on securities held in its portfolio, is that
there could be an increase in the market value of such contracts or
securities. If that occurred, the option would be exercised and
the asset sold at a lower price than the cash market price. To
some extent, the risk of not realizing a gain could be reduced by
entering into a closing transaction. The Portfolio could enter
into a closing transaction by purchasing an option with the same
terms as the one it had previously sold. The cost to close the
option and terminate the Portfolio's obligation, however, might be
more or less than the premium received when it originally wrote the
option. Furthermore, the Portfolio might not be able to close the
option because of insufficient activity in the options market.
A risk in employing futures contracts to protect against the price
volatility of portfolio securities is that the prices of securities
subject to futures contracts may not correlate perfectly with the
behavior of the cash prices of the securities. The correlation may
be distorted because the futures market is dominated by short-term
traders seeking to profit from the difference between a contract or
security price and their cost of borrowed funds. Such distortions
are generally minor and would diminish as the contract approached
maturity.
Another risk is that the Portfolio's investment manager could be
incorrect in anticipating as to the direction or extent of various
interest rate movements or the time span within which the movements
take place. For example, if the Portfolio sold futures contracts
for the sale of securities in anticipation of an increase in
interest rates, and interest rates declined instead, the Portfolio
would lose money on the sale.
TAX TREATMENT. As permitted under federal income tax laws, the
Portfolio intends to identify futures contracts as mixed straddles
and not mark them to market, that is, not treat them as having been
sold at the end of the year at market value. Such an election may
result in the Portfolio being required to defer recognizing losses
incurred by entering into futures contracts and losses on
underlying securities identified as being hedged against.
<PAGE>
PAGE 66
Federal income-tax treatment of gains or losses from transactions
in options on futures contracts and indexes will depend on whether
such option is a section 1256 contract. If the option is a non-
equity option, the Portfolio will either make a 1256(d) election
and treat the option as a mixed straddle or mark to market the
option at fiscal year end and treat the gain/loss as 40% short-term
and 60% long-term. Certain provisions of the Internal Revenue Code
may also limit the Portfolio's ability to engage in futures
contracts and related options transactions. For example, at the
close of each quarter of the Portfolio's taxable year, at least 50%
of the value of its assets must consist of cash, government
securities and other securities, subject to certain diversification
requirements. Less than 30% of its gross income must be derived
from sales of securities held less than three months.
The IRS has ruled publicly that an exchange-traded call option is a
security for purposes of the 50%-of-assets test and that its issuer
is the issuer of the underlying security, not the writer of the
option, for purposes of the diversification requirements. In order
to avoid realizing a gain within the three-month period, the
Portfolio may be required to defer closing out a contract beyond
the time when it might otherwise be advantageous to do so. The
Portfolio also may be restricted in purchasing put options for the
purpose of hedging underlying securities because of applying the
short sale holding period rules with respect to such underlying
securities.
Accounting for futures contracts will be according to generally
accepted accounting principles. Initial margin deposits will be
recognized as assets due from a broker (the Portfolio's agent in
acquiring the futures position). During the period the futures
contract is open, changes in value of the contract will be
recognized as unrealized gains or losses by marking to market on a
daily basis to reflect the market value of the contract at the end
of each day's trading. Variation margin payments will be made or
received depending upon whether gains or losses are incurred. All
contracts and options will be valued at the last-quoted sales price
on their primary exchange.
<PAGE>
PAGE 67
APPENDIX C
DOLLAR-COST AVERAGING
A technique that works well for many investors is one that
eliminates random buy and sell decisions. One such system is
dollar-cost averaging. Dollar-cost averaging involves building a
portfolio through the investment of fixed amounts of money on a
regular basis regardless of the price or market condition. This
may enable an investor to smooth out the effects of the volatility
of the financial markets. By using this strategy, more shares will
be purchased when the price is low and less when the price is high.
As the accompanying chart illustrates, dollar-cost averaging tends
to keep the average price paid for the shares lower than the
average market price of shares purchased, although there is no
guarantee.
While this does not ensure a profit and does not protect against a
loss if the market declines, it is an effective way for many
shareholders who can continue investing through changing market
conditions to accumulate shares in a Fund to meet long-term goals.
Dollar-cost averaging
___________________________________________________________________
Regular Market Price Shares
Investment of a Share Acquired
$100 $6.00 16.7
100 4.00 25.0
100 4.00 25.0
100 6.00 16.7
100 5.00 20.0
$500 $25.00 103.4
Average market price of a share over 5 periods:
$5.00 ($25.00 divided by 5).
The average price you paid for each share:
$4.84 ($500 divided by 103.4).
<PAGE>
<PAGE>
PAGE 68
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) FINANCIAL STATEMENTS:
Financial Statements filed as part of this Post-Effective
Amendment:
Strategist Tax-Free High Yield Fund:
Independent Auditors' Report dated January 3, 1997
Statement of Assets and Liabilities, Nov. 30, 1996
Statement of Operations, period from May 13, 1996
(commencement of operations) to Nov. 30, 1996
Statement of changes in net assets period from May 13, 1996
(commencement of operations) to Nov. 30, 1996
Notes to Financial Statements
Tax-Free High Yield Portfolio:
Independent Auditors' Report dated January 3, 1997
Statement of Assets and Liabilities, Nov. 30, 1996
Statement of Operations, period from May 13, 1996
(commencement of operations) to Nov. 30, 1996
Statement of changes in net assets, period from May 13, 1996
(commencement of operations) to Nov. 30, 1996
Notes to Financial Statements
Investments in securities, Nov. 30, 1996
Notes to investments in securities
(b) EXHIBITS:
1(a) Articles of Incorporation, dated May 24, 1995, filed
electronically on or about September 1, 1995, as Exhibit 1 to
Registration Statement No. 33-63909, are incorporated herein
by reference.
1(b) Articles of Amendment dated April 4, 1996, filed
electronically on or about April 17, 1996 as Exhibit 1(b) to
Registrant's Pre-Effective Amendment No. 1 are incorporated
herein by reference.
2. Form of By-laws filed electronically on or about April 17,
1996 as Exhibit 2 to Registrant's Pre-Effective Amendment No.
1 are incorporated herein by reference.
3. Not Applicable.
4. Not Applicable.
5. Not Applicable.
6. Copy of Distribution Agreement between Strategist Tax-Free
Income Fund, Inc. on behalf of its underlying series fund and
American Express Service Corporation dated May 13, 1996 is
filed electronically herewith.
7. Not Applicable.
<PAGE>
PAGE 69
8(a) Copy of Custodian Agreement between Strategist Tax-Free Income
Fund, Inc. on behalf of its underlying series fund and
American Express Trust Company dated May 13, 1996 is filed
electronically herewith.
8(b) Copy of Addendum to the Custodian Agreement between Strategist
Tax-Free Income Fund, Inc. and American Express Trust Company
executed on May 13, 1996, is filed electronically herewith.
9(a) Copy of Transfer Agency Agreement between Strategist Tax-Free
Income Fund, Inc. on behalf of its underlying series fund and
American Express Financial Corporation dated May 13, 1996 is
filed electronically herewith.
9(b) Copy of Administrative Services Agreement between Strategist
Tax-Free Income Fund, Inc. on behalf of its underlying series
fund and American Express Financial Corporation dated May 13,
1996 is filed electronically herewith.
9(c) Copy of Agreement and Declaration of Unitholders between
Strategist Tax-Free Income Fund, Inc. and IDS High Yield Tax-
Exempt Fund dated May 13, 1996, is filed electronically
herewith.
10. An opinion and consent of counsel as to the legality of
securities being registered is filed with Registrant's most
recent 24f-2 notice.
11. Independent Auditors Consent is filed electronically herewith.
12. Not Applicable.
13. Copy of Share Purchase Agreement between Strategist Tax-Free
Income Fund, Inc. and American Express Financial Corporation
dated April 16, 1996 is filed electronically herewith.
14. Not Applicable.
15. Copy of Plan and Agreement of Distribution between Strategist
Tax-Free Income Fund, Inc. on behalf of its underlying series
fund and American Express Service Corporation dated May 13,
1996 is filed electronically herewith.
16. Schedule for computation of each performance quotation filed
electronically on or about April 17, 1996 as Exhibit 16 to
Registrant's Pre-Effective Amendment No. 1 is incorporated
herein by reference.
17. Financial Data Schedule is filed electronically herewith.
18. Not Applicable.
19(a). Director's Power of Attorney to sign Amendments to this
Registration Statement, dated April 24, 1996, filed
electronically as Exhibit 19(a) to Registrant's Post-
Effective Amendment No. 2 is incorporated herein by
reference.
<PAGE>
PAGE 70
19(b). Officers' Power of Attorney to sign Amendments to this
Registration Statement, dated April 24, 1996, filed
electronically herewith as Exhibit 19(b) to Registrant's
Post-Effective Amendment No. 2 is incorporated herein by
reference.
19(c). Trustees Power of Attorney to sign amendments to this
Registration Statement dated January 8, 1997 filed
electronically herewith.
19(d). Officers' Power of Attorney to sign Amendments to this
Registration Statement dated April 11, 1996, filed
electronically on or about April 17, 1996 as Exhibit
19(b) to Registrant's Pre-Effective Amendment No. 1 is
incorporated herein by reference.
Item 25. Persons Controlled by or Under Common Control with
Registrant
None.
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Holders as of
Title of Class January 16, 1997
Common Stock 9
$.01 par value
Item 27. Indemnification
Reference is hereby made to Article IV of Registrant's Articles of
Incorporation filed electronically on or about Nov. 1, 1995 as
Exhibit 1 to Registrant's initial registration statement and
Article X of Registrant's By-laws filed electronically on or about
April 17, 1996 as Exhibit 2 to Registrant's Pre-Effective Amendment
No. 1.<PAGE>
PAGE 71
<PAGE>
PAGE 1<PAGE>
Item 29(c). Not applicable.
Item 30. Location of Accounts and Records
American Express Financial Corporation
IDS Tower 10
Minneapolis, MN 55440
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
(a) Not Applicable.
(b) Not Applicable.
(c) The Registrant undertakes to furnish each person
to whom a prospectus is delivered with a copy of
the Registrant's latest annual report to
shareholders, upon request and without charge.
<PAGE>
PAGE 72
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Strategist Tax-Free
Income Fund, Inc., certifies that it meets the requirements for the
effectiveness of this Amendment to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Minneapolis and State of Minnesota on the 28th day
of January, 1997.
STRATEGIST TAX-FREE INCOME FUND, INC.
By /s/ James A. Mitchell*
James A. Mitchell
President
By /s/ Melinda S. Urion*
Melinda S. Urion
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by
the following persons in the capacities indicated on the 28th day
of January, 1997.
Signature Title
By /s/ Rodney P. Burwell** Director
Rodney P. Burwell
By /s/ William J. Heron Jr.** Director
William J. Heron
By /s/ Jean B. Keffeler** Director
Jean B. Keffeler
By /s/ Thomas R. McBurney** Director
Thomas R. McBurney
By /s/ James A. Mitchell** Director
James A. Mitchell
* Signed pursuant to Officers' Power of Attorney dated April 24,
1996, filed electronically to Registrant's Post-Effective Amendment
No. 1 as Exhibit 19(b), by:
Eileen J. Newhouse
** Signed pursuant to Directors Power of Attorney dated April 24,
1996, filed electronically to Registrant's Post-Effective Amendment
No. 1 as Exhibit 19(a), by:
Eileen J. Newhouse <PAGE>
PAGE 73
Signatures
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, TAX-FREE INCOME TRUST consents to
the filing of this Amendment to the Registration Statement signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Minneapolis and State of Minnesota on the 28th day of
January, 1997.
TAX-FREE INCOME TRUST
By /s/ William R. Pearce**
William R. Pearce
President
By /s/ Melinda S. Urion**
Melinda S. Urion
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by
the following persons in the capacities indicated on the 28th day
of January, 1997.
Signatures Capacity
/s/ William R. Pearce* Trustee
William R. Pearce
/s/ H. Brewster Atwater, Jr.* Trustee
H. Brewster Atwater, Jr.
/s/ Lynne V. Cheney* Trustee
Lynne V. Cheney
/s/ William H. Dudley* Trustee
William H. Dudley
/s/ Robert F. Froehlke* Trustee
Robert F. Froehlke
/s/ David R. Hubers* Trustee
David R. Hubers
/s/ Heinz F. Hutter* Trustee
Heinz F. Hutter
/s/ Anne P. Jones* Trustee
Anne P. Jones<PAGE>
PAGE 74
Signatures Capacity
/s/ Melvin R. Laird* Trustee
Melvin R. Laird
/s/ Alan K. Simpson* Trustee
Alan K. Simpson
/s/ Edson W. Spencer* Trustee
Edson W. Spencer
/s/ John R. Thomas* Trustee
John R. Thomas
/s/ Wheelock Whitney* Trustee
Wheelock Whitney
/s/ C. Angus Wurtele* Trustee
C. Angus Wurtele
* Signed pursuant to Trustees Power of Attorney dated January 8,
1997, filed electronically herewith by:
___________________________________
Leslie L. Ogg
** Signed pursuant to Officers' Power of Attorney dated April 11,
1996, filed on or about April 17, 1996 as Exhibit 19(b) to
Registrant's Pre-Effective Amendment No. 1 is incorporated herein
reference by:
___________________________________
Leslie L. Ogg
<PAGE>
PAGE 75
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION
STATEMENT NO. 33-63909
This Amendment to its Registration Statement comprises the
following papers and documents:
The facing sheet.
Cross reference sheet.
Part A.
The prospectus.
Part B.
Statement of Additional Information.
Financial Statements
Part C.
Other Information.
The signatures.
<PAGE>
PAGE 1
EXHIBIT INDEX
Exhibit 6: Copy of Distribution Agreement between Strategist
Tax-Free Income Fund, Inc. on behalf of its
underlying series fund and American Express Service
Corporation dated May 13, 1996.
Exhibit 8(a): Copy of Custodian Agreement between Strategist Tax-
Free Income Fund, Inc. on behalf of its underlying
series fund and American Express Trust Company dated
May 13, 1996 is filed electronically herewith.
Exhibit 8(b): Copy of Addendum to the Custodian Agreement between
Strategist Tax-Free Income Fund, Inc. and American
Express Trust Company executed on May 13, 1996.
Exhibit 9(a): Copy of Transfer Agency Agreement between Strategist
Tax-Free Income Fund, Inc. on behalf of its
underlying series fund and American Express
Financial Corporation dated May 13, 1996.
Exhibit 9(b): Copy of Administrative Services Agreement between
Strategist Tax-Free Income Fund, Inc. on behalf of
its underlying series fund and American Express
Financial Corporation dated May 13, 1996.
Exhibit 9(c): Copy of Agreement and Declaration of Unitholders
between Strategist Tax-Free Income Fund, Inc. and
IDS High Yield Tax-Exempt Fund dated May 13, 1996.
Exhibit 11: Independent Auditors Consent.
Exhibit 13: Copy of Share Purchase Agreement between Strategist
Tax-Free Income Fund, Inc. and American Express
Financial Corporation dated April 16, 1996.
Exhibit 15: Copy of Plan and Agreement of Distribution between
Strategist Tax-Free Income Fund, Inc. on behalf of
its underlying series fund and American Express
Service Corporation dated May 13, 1996.
Exhibit 17: Financial Data Schedules.
Exhibit 19(c): Trustees Power of Attorney to sign amendments to
this Registration Statement dated January 8, 1997.
<PAGE>
PAGE 1
DISTRIBUTION AGREEMENT
Agreement made as of the 13th day of May, 1996, by and between
Strategist Tax-Free Income Fund, Inc. (the "Company"), a Minnesota
corporation, on behalf of each class of its underlying series fund,
and American Express Service Corporation (AESC), a Delaware
corporation.
Part One: DISTRIBUTION OF SECURITIES
(1) The Company covenants and agrees that, during the term of
this agreement and any renewal or extension, AESC shall have the
exclusive right to act as principal underwriter for the Company and
to offer for sale and to distribute either directly or through any
affiliated or unaffiliated entity any and all shares of each class
of capital stock issued or to be issued by the Company.
(2) AESC hereby covenants and agrees to act as the principal
underwriter of each class of capital shares issued and to be issued
by the Company during the period of this agreement and agrees
during such period to offer for sale such shares as long as such
shares remain available for sale, unless AESC is unable or
unwilling to make such offer for sale or sales or solicitations
therefor legally because of any federal, state, provincial or
governmental law, rule or agency or for any financial reason.
(3) With respect to the offering for sale and sale of shares of
each class to be issued by the Company, it is mutually understood
and agreed that such shares are to be sold on the following terms:
(a) All sales shall be made by means of an application, and
every application shall be subject to acceptance or rejection by
the Company at its principal place of business. Shares are to be
sold for cash, payable at the time the application and payment for
such shares are received at the principal place of business of the
Company.
(b) No shares shall be sold at less than the net asset value
(computed in the manner provided by the currently effective
prospectus or Statement of Additional Information and the
Investment Company Act of 1940, and rules thereunder). The number
of shares or fractional shares to be acquired by each applicant
shall be determined by dividing the amount of each accepted
application by the public offering price of one share of the
capital stock of the appropriate class as of the close of business
on the day when the application, together with payment, is received
by the Company at its principal place of business. The computation
as to the number of shares and fractional shares shall be carried
to three decimal points of one share with the computation being
carried to the nearest 1/1000th of a share. If the day of receipt
of the application and payment is not a full business day, then the
asset value of the share for use in such computation shall be
determined as of the close of business on the next succeeding full
business day. In the event of a period of emergency, the
computation of the asset value for the purpose of determining the
number of shares or fractional shares to be acquired by the
<PAGE>
PAGE 2
applicant may be deferred until the close of business on the first
full business day following the termination of the period of
emergency. A period of emergency shall have the definition given
thereto in the Investment Company Act of 1940, and rules
thereunder.
(4) The Company agrees to make prompt and reasonable effort to do
any and all things necessary, in the opinion of AESC to have and to
keep the Company and the shares properly registered or qualified in
all appropriate jurisdictions and, as to shares, in such amounts as
AESC may from time to time designate in order that the Company's
shares may be offered or sold in such jurisdictions.
(5) The Company agrees that it will furnish AESC with information
with respect to the affairs and accounts of the Company, and in
such form, as AESC may from time to time reasonably require and
further agrees that AESC, at all reasonable times, shall be
permitted to inspect the books and records of the Company.
(6) AESC or its agents may prepare or cause to be prepared from
time to time circulars, sales literature, broadcast material,
publicity data and other advertising material to be used in the
sales of shares issued by the Company, including material which may
be deemed to be a prospectus under rules promulgated by the
Securities and Exchange Commission (each separate promotional piece
is referred to as an "Item of Soliciting Material"). At its
option, AESC may submit any Item of Soliciting Material to the
Company for its prior approval. Unless a particular Item of
Soliciting Material is approved in writing by the Company prior to
its use, AESC agrees to indemnify the Company and its directors and
officers against any and all claims, demands, liabilities and
expenses which the Company or such persons may incur arising out of
or based upon the use of any Item of Soliciting Material. The term
"expenses" includes amounts paid in satisfaction of judgments or in
settlements. The foregoing right of indemnification shall be in
addition to any other rights to which the Company or any director
or officer may be entitled as a matter of law. Notwithstanding the
foregoing, such indemnification shall not be deemed to abrogate or
diminish in any way any right or claim AESC may have against the
Company or its officers or directors in connection with the
Company's registration statement, prospectus, Statement of
Additional Information or other information furnished by or caused
to be furnished by the Company.
(7) AESC agrees to submit to the Company each application for
shares immediately after the receipt of such application and
payment therefor by AESC at its principal place or business.
(8) AESC agrees to cause to be delivered to each person
submitting an application a prospectus to be furnished by the
Company in the form required by the applicable federal laws or by
the acts or statutes of any applicable state, province or country.
(9) The Company shall have the right to extend to shareholders of
each class the right to use the proceeds of any cash dividend paid
by the Company to that shareholder to purchase shares of the same
<PAGE>
PAGE 3
class at the net asset value at the close of business upon the day
of purchase, to the extent set forth in the currently effective
prospectus or Statement of Additional Information.
(10) Shares of each class issued by the Company may be offered and
sold at their net asset value to the shareholders of the same class
of other companies in the Strategist Fund Group who wish to
exchange their investments in shares of the other funds in the
Strategist Fund Group to investments in shares of the Company, to
the extent set forth in the currently effective prospectus or
Statement of Additional Information, such net asset value to be
computed as of the close of business on the day of sale of such
shares of the Company.
(11) AESC and the Company agree to use their best efforts to
conform with all applicable state and federal laws and regulations
relating to any rights or obligations under the term of this
agreement.
Part Two: ALLOCATION OF EXPENSES
Except as provided by any other agreements between the parties,
AESC covenants and agrees that during the period of this agreement
it will pay or cause or be paid all expenses incurred by AESC or
any of its affiliates, in the offering for sale or sale of each
class of the Company's shares.
Part Three: COMPENSATION
(1) It is covenanted and agreed that AESC shall be paid:
(i) for a class of shares imposing a front-end sales charge,
by the purchasers of Company shares in an amount equal to the
difference between the total amount received upon each sale of
shares issued by the Company and the net asset value of such shares
at the time of such sale; and
(ii) for a class of shares imposing a deferred sales charge,
by owners of Company shares at the time the sales charge is imposed
in an amount equal to any deferred sales charge, as described in
the Company's prospectus.
Such sums as are received by the Company shall be received as Agent
for AESC and shall be remitted to AESC daily as soon as practicable
after receipt.
(2) The net asset value of any share of each class of the Company
shall be determined in the manner provided by the classes'
currently effective prospectus and Statement of Additional
Information and the Investment Company Act of 1940, and rules
thereunder.
<PAGE>
PAGE 4
Part Four: MISCELLANEOUS
(1) AESC shall be deemed to be an independent contractor and,
except as expressly provided or authorized in this agreement, shall
have no authority to act for or represent the Company.
(2) AESC shall be free to render to others services similar to
those rendered under this agreement.
(3) Neither this agreement nor any transaction had pursuant hereto
shall be invalidated or in any way affected by the fact that
directors, officers, agents and/or shareholders of the Company are
or may be interested in AESC as directors, officers, shareholders
or otherwise; that directors, officers, shareholders or agents of
AESC are or may be interested in the Company as directors,
officers, shareholders or otherwise; or that AESC is or may be
interested in the Company as shareholder or otherwise; provided,
however, that neither AESC nor any officer or director of AESC or
any officers or directors of the Company shall sell to or buy from
the Company any property or security other than a security issued
by the Company, except in accordance with a rule, regulation or
order of the federal Securities and Exchange Commission.
(4) For the purposes of this agreement, a "business day" shall
have the same meaning as is given to the term in the By-laws of the
Company.
(5) Any notice under this agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the parties to this
agreement at each company's principal place of business in
Minneapolis, Minnesota, or to such other address as either party
may designate in writing mailed to the other.
(6) AESC agrees that no officer, director or employee of AESC will
deal for or on behalf of the Company with himself as principal or
agent, or with any corporation or partnership in which he may have
a financial interest, except that this shall not prohibit:
(a) Officers, directors and employees of AESC from having a
financial interest in the Company or in AESC.
(b) The purchase of securities for the Company, or the sale
of securities owned by the Company, through a security broker or
dealer, one or more of whose partners, officers, directors or
employees is an officer, director or employee of AESC provided such
transactions are handled in the capacity of broker only and
provided commissions charged do not exceed customary brokerage
charges for such services.
(c) Transactions with the Company by a broker-dealer
affiliate of AESC if allowed by rule or order of the Securities
and Exchange Commission and if made pursuant to procedures adopted
by the Company's Board of Directors (the "Board").
(7) AESC agrees that, except as otherwise provided in this
agreement, or as may be permitted consistent with the use of a
broker-dealer affiliate of AESC under applicable provisions of the
<PAGE>
PAGE 5
federal securities laws, neither it nor any of its officers,
directors or employees shall at any time during the period of this
agreement make, accept or receive, directly or indirectly, any
fees, profits or emoluments of any character in connection with the
purchase or sale of securities (except securities issued by the
Company) or other assets by or for the Company.
Part Five: TERMINATION
(1) This agreement shall continue from year to year unless and
until terminated by AESC or the Company, except that such
continuance shall be specifically approved at least annually by a
vote of a majority of the Board who are not parties to this
agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval, and
by a majority of the Board or by vote of a majority of the
outstanding voting securities of the Company. As used in this
paragraph, the term "interested person" shall have the meaning as
set forth in the Investment Company Act of 1940, as amended.
(2) This agreement may be terminated by AESC or the Company at any
time by giving the other party sixty (60) days written notice of
such intention to terminate.
(3) This agreement shall terminate in the event of its assignment,
the term "assignment" for this purpose having the same meaning as
set forth in the Investment Company Act of 1940, as amended.
<PAGE>
PAGE 6
IN WITNESS WHEREOF, The parties hereto have executed the foregoing
agreement on the date and year first above written.
STRATEGIST TAX-FREE INCOME FUND, INC.
Strategist Tax-Free High Yield Fund
By /s/ James A. Mitchell
James A. Mitchell
President
AMERICAN EXPRESS SERVICE CORPORATION
By /s/ Richard W. Kling
Richard W. Kling
Vice President
<PAGE>
PAGE 1
CUSTODIAN AGREEMENT
THIS CUSTODIAN AGREEMENT dated May 13, 1996, between Strategist
Tax-Free Income Fund, Inc. (the Company), a Minnesota corporation,
on behalf of its underlying series fund, 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 its 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 Company 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.
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
herein before defined. The Company agrees that whenever any change
occurs in this list it will file with the Custodian a copy of a
<PAGE>
PAGE 2
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, as herein before defined,
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 herein above provided.
Section 3. Use of Subcustodians
The Custodian may make arrangements, where appropriate, 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 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.
Section 4. Receipt and Disbursement of Money
(1) The Custodian shall open and maintain a separate account or
accounts in the name of the Company 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
<PAGE>
PAGE 3
it from or for the account of the Company. The Custodian or its
agent shall make payments of cash to or for the account of the
Company from such cash only:
(a) for the purchase of securities for the portfolio of the
Company upon the receipt of such securities by the Custodian
or its agent unless otherwise instructed on behalf of the
Company;
(b) for the purchase or redemption of shares of capital stock of
the Company;
(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 the Company
held by or to be delivered to the Custodian;
(f) for payments in connection with the return of securities
loaned by the Company upon receipt of such securities or the
reduction of collateral upon receipt of proper notice;
(g) for payments for other proper corporate purposes;
(h) or 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.
(2) The Custodian is hereby appointed the attorney-in-fact of the
Company to endorse and collect all checks, drafts or other orders
for the payment of money received by the Custodian for the account
of the Company and drawn on or to the order of the Company and to
deposit same to the account of the Company pursuant to this
Agreement.
<PAGE>
PAGE 4
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 the
Company. The Custodian shall record and maintain a record of all
certificate numbers. Securities so received shall be held in the
name of the Company, 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 Company 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 Company as 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 Company 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 Company,
upon receipt of payment therefor;
(b) when such securities are called, redeemed, retired or
otherwise become payable;
(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
(e) merger, consolidation, reorganization, recapitalization or
readjustment, or otherwise;
<PAGE>
PAGE 5
(f) for the purpose of exchanging interim receipts or temporary
certificates for permanent certificates;
(g) upon conversion of such securities pursuant to their terms
into other securities;
(h) upon exercise of subscription, purchase or other similar
rights represented by such securities; for loans of such
securities by the Company 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 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 Company
which call for payment upon presentation and hold all cash
received by it upon such payment for the account of the
Company;
(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 Company 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 Company.
<PAGE>
PAGE 6
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
Company. 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 Company. 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.
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 Company. 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 advisor, 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 the Company, 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.
<PAGE>
PAGE 7
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 of the board, 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 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. Custodian is authorized to charge any account of the
Company for such items. 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 Company shall
be security therefor.
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.
<PAGE>
PAGE 8
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 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 Company 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 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 the Company 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.
<PAGE>
PAGE 9
This Agreement shall be governed by the laws of the State of
Minnesota.
STRATEGIST TAX-FREE INCOME FUND, INC.
Strategist Tax-Free High Yield Fund
By: /s/ James A. Mitchell
James A. Mitchell
President
AMERICAN EXPRESS TRUST COMPANY
By: /s/ Chandrakant A. Patel
Chandrakant A. Patel
Vice President
<PAGE>
PAGE 1
ADDENDUM TO THE CUSTODIAN AGREEMENT
THIS ADDENDUM TO THE CUSTODIAN AGREEMENT dated May 13, 1996 between
Strategist Tax-Free Income Fund, Inc. (the Company) on behalf of
its underlying series fund (the Fund) and American Express Trust
Company (the Custodian) is made pursuant to Section 12 of the
Agreement to reflect the Corporation's arrangement of investing all
of the Fund's assets in corresponding portfolios of a master trust.
American Express Financial Corporation (AEFC) serves as
administrator for the Company and for the master trust in which the
Fund invests.
The Company, the Custodian and AEFC agree as follows:
The parties to this Agreement acknowledge that, so long as the Fund
invests all of its assets in a corresponding portfolio of a master
trust, the only assets held by the Fund will be units of the
corresponding portfolio of the master trust. The parties agree
that the Custodian is entitled to rely upon AEFC for an accounting
of the number of units held, purchased or redeemed by the Company
and to delegate to AEFC responsibility for all reporting to the
Company. AEFC agrees to indemnify and hold harmless the Custodian
from all claims and liabilities incurred or assessed against the
Custodian in connection with the accounting for and reporting to
the Company by AEFC.
IN WITNESS WHEREOF, the Company, the Custodian and AEFC have caused
this addendum to the Custodian Agreement to be executed on May 13,
1996 which shall remain in effect until terminated by one of the
parties on written notice to the other parties to this Addendum.
STRATEGIST TAX-FREE INCOME FUND, INC.
Strategist Tax-Free High Yield Fund
By /s/ James A. Mitchell
James A. Mitchell
President
AMERICAN EXPRESS TRUST COMPANY
By /s/ Chandrakant A. Patel
Chandrakant A. Patel
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By /s/ Richard W. Kling
Richard W. Kling
Senior Vice President
<PAGE>
PAGE 1
TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of May 13, 1996, between Strategist Tax-Free
Income Fund, Inc. (the "Company"), a Minnesota corporation, on
behalf of its underlying series fund, and American Express
Financial Corporation (the "Transfer Agent"), a Delaware
corporation.
In consideration of the mutual promises set forth below, the
Company and the Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Company hereby appoints
the Transfer Agent, as transfer agent for its shares and as
shareholder servicing agent for the Company, and the Transfer Agent
accepts such appointment and agrees to perform the duties set forth
below.
2. Compensation. The Company will compensate the Transfer Agent for
the performance of its obligations as set forth in Schedule A.
Schedule A does not include out-of-pocket disbursements of the
Transfer Agent for which the Transfer Agent shall be entitled to
bill the Company separately.
The Transfer Agent will bill the Company monthly. The fee provided
for hereunder shall be paid in cash by the Company to the Transfer
Agent within five (5) business days after the last day of each
month.
Out-of-pocket disbursements shall include, but shall not be limited
to, the items specified in Schedule B. Reimbursement by the Company
for expenses incurred by the Transfer Agent in any month shall be
made as soon as practicable after the receipt of an itemized bill
from the Transfer Agent.
Any compensation jointly agreed to hereunder may be adjusted from
time to time by attaching to this Agreement a revised Schedule A,
dated and signed by an officer of each party.
3. Documents. The Company will furnish from time to time such
certificates, documents or opinions as the Transfer Agent deems to
be appropriate or necessary for the proper performance of its
duties.
4. Representations of the Company and the Transfer Agent.
(a) The Company represents to the Transfer Agent that all
outstanding shares are validly issued, fully paid and
non-assessable by the Company. When shares are hereafter issued in
accordance with the terms of the Company's Articles of
Incorporation and its prospectus, such shares shall be validly
issued, fully paid and non- assessable by the Company.
(b) The Transfer Agent represents that it is registered under
Section 17A(c) of the Securities Exchange Act of 1934. The
Transfer Agent agrees to maintain the necessary facilities,
equipment and personnel to perform its duties and obligations under
this agreement and to comply with all applicable laws.
<PAGE>
PAGE 2
5. Duties of the Transfer Agent. The Transfer Agent shall be
responsible, separately and through its subsidiaries or affiliates,
for the following functions:
(a) Sale of Company Shares.
(1) On receipt of an application and payment, wired instructions
and payment, or payment identified as being for the account of a
shareholder, the Transfer Agent will deposit the payment, prepare
and present the necessary report to the Custodian and record the
purchase of shares in a timely fashion in accordance with the terms
of the prospectus. All shares shall be held in book entry form and
no certificate shall be issued unless the Company is permitted to
do so by the prospectus and the purchaser so requests.
(2) On receipt of notice that payment was dishonored, the Transfer
Agent shall stop redemptions of all shares owned by the purchaser
related to that payment, place a stop payment on any checks that
have been issued to redeem shares of the purchaser and take such
other action as it deems appropriate.
(b) Redemption of Company Shares. On receipt of instructions to
redeem shares in accordance with the terms of the Company's
prospectus, the Transfer Agent will record the redemption of shares
of the Company, prepare and present the necessary report to the
Custodian and pay the proceeds of the redemption to the
shareholder, an authorized agent or legal representative upon the
receipt of the monies from the Custodian.
(c) Transfer or Other Change Pertaining to Company Shares. On
receipt of instructions or forms acceptable to the Transfer Agent
to transfer the shares to the name of a new owner, change the name
or address of the present owner or take other legal action, the
Transfer Agent will take such action as is requested.
(d) Exchange of Company Shares. On receipt of instructions to
exchange the shares of the Company for the shares of another fund
in the Strategist Fund Group or other American Express Financial
Corporation product in accordance with the terms of the prospectus,
the Transfer Agent will process the exchange in the same manner as
a redemption and sale of shares.
(e) Right to Seek Assurance. The Transfer Agent may refuse to
transfer, exchange or redeem shares of the Company or take any
action requested by a shareholder until it is satisfied that the
requested transaction or action is legally authorized or until it
is satisfied there is no basis for any claims adverse to the
transaction or action. It may rely on the provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers
or the Uniform Commercial Code. The Company shall indemnify the
Transfer Agent for any act done or omitted to be done in reliance
on such laws or for refusing to transfer, exchange or redeem shares
or taking any requested action if it acts on a good faith belief
that the transaction or action is illegal or unauthorized.
(f) Shareholder Records, Reports and Services.
<PAGE>
PAGE 3
(1) The Transfer Agent shall maintain all shareholder accounts,
which shall contain all required tax, legally imposed and
regulatory information; shall provide shareholders, and file with
federal and state agencies, all required tax and other reports
pertaining to shareholder accounts; shall prepare shareholder
mailing lists; shall cause to be printed and mailed all required
prospectuses, annual reports, semiannual reports, statements of
additional information (upon request), proxies and other mailings
to shareholders; and shall cause proxies to be tabulated.
(2) The Transfer Agent shall respond to all valid inquiries related
to its duties under this Agreement.
(3) The Transfer Agent shall create and maintain all records in
accordance with all applicable laws, rules and regulations,
including, but not limited to, the records required by Section
31(a) of the Investment Company Act of 1940.
(g) Dividends and Distributions. The Transfer Agent shall prepare
and present the necessary report to the Custodian and shall cause
to be prepared and transmitted the payment of income dividends and
capital gains distributions or cause to be recorded the investment
of such dividends and distributions in additional shares of the
Corporation or as directed by instructions or forms acceptable to
the Transfer Agent.
(h) Confirmations and Statements. The Transfer Agent shall confirm
each transaction either at the time of the transaction or through
periodic reports as may be legally permitted.
(i) Lost or Stolen Checks. The Transfer Agent will replace lost or
stolen checks issued to shareholders upon receipt of proper
notification and will maintain any stop payment orders against the
lost or stolen checks as it is economically desirable to do.
(j) Reports to Company. The Transfer Agent will provide reports
pertaining to the services provided under this Agreement as the
Company may request to ascertain the quality and level of services
being provided or as required by law.
(k) Other Duties. The Transfer Agent may perform other duties for
additional compensation if agreed to in writing by the parties to
this Agreement.
6. Ownership and Confidentiality of Records. The Transfer Agent
agrees that all records prepared or maintained by it relating to
the services to be performed by it under the terms of this
Agreement are the property of the Company and may be inspected by
the Company or any person retained by the Company at reasonable
times. The Company and Transfer Agent agree to protect the
confidentiality of those records.
7. Action by Board and Opinion of Company's Counsel. The Transfer
Agent may rely on resolutions of the Board of Directors (the
"Board") or the Executive Committee of the Board and on opinion of
counsel for the Company.
<PAGE>
PAGE 4
8. Duty of Care. It is understood and agreed that, in furnishing
the Company with the services as herein provided, neither the
Transfer Agent, nor any officer, director or agent thereof shall be
held liable for any loss arising out of or in connection with their
actions under this Agreement so long as they act in good faith and
with due diligence, and are not negligent or guilty of any willful
misconduct. It is further understood and agreed that the Transfer
Agent may rely upon information furnished to it reasonably believed
to be accurate and reliable. In the event the Transfer Agent is
unable to perform its obligations under the terms of this Agreement
because of an act of God, strike or equipment or transmission
failure reasonably beyond its control, the Transfer Agent shall not
be liable for any damages resulting from such failure.
9. Term and Termination. This Agreement shall become effective on
the date first set forth above (the "Effective Date") and shall
continue in effect from year to year thereafter as the parties may
mutually agree; provided that either party may terminate this
Agreement by giving the other party notice in writing specifying
the date of such termination, which shall be not less than 60 days
after the date of receipt of such notice. In the event such notice
is given by the Company, it shall be accompanied by a vote of the
Board, certified by the Secretary, electing to terminate this
Agreement and designating a successor transfer agent or transfer
agents. Upon such termination and at the expense of the Company,
the Transfer Agent will deliver to such successor a certified list
of shareholders of the Company (with name, address and taxpayer
identification or Social Security number), a historical record of
the account of each shareholder and the status thereof, and all
other relevant books, records, correspondence, and other data
established or maintained by the Transfer Agent under this
Agreement in the form reasonably acceptable to the Company, and
will cooperate in the transfer of such duties and responsibilities,
including provisions for assistance from the Transfer Agent's
personnel in the establishment of books, records and other data by
such successor or successors.
10. Amendment. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties.
11. Subcontracting. The Company agrees that the Transfer Agent may
subcontract for certain of the services described under this
Agreement with the understanding that there shall be no diminution
in the quality or level of the services and that the Transfer Agent
remains fully responsible for the services. Except for
out-of-pocket expenses identified in Schedule B, the Transfer Agent
shall bear the cost of subcontracting such services, unless
otherwise agreed by the parties.
12. Miscellaneous.
(a) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable
without the written consent of the other party.
(b) This Agreement shall be governed by the laws of the State of
Minnesota.
<PAGE>
PAGE 5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers as of the day and year
written above.
STRATEGIST TAX-FREE INCOME FUND, INC.
Strategist Tax-Free High Yield Fund
By: /s/ James A. Mitchell
James A. Mitchell
President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Richard W. Kling
Richard W. Kling
Senior Vice President
<PAGE>
PAGE 6
Schedule A
STRATEGIST TAX-FREE INCOME FUND, INC.
FEE
Effective the 13th day of May, 1996, the annual fee for services
under this agreement is as follows:
$25 per account
Until November 30, 1996, AEFC 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 AEFC 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.
<PAGE>
PAGE 7
Schedule B
OUT-OF-POCKET EXPENSES
The Company shall reimburse the Transfer Agent monthly for the
following out-of-pocket expenses:
o typesetting, printing, paper, envelopes, postage and return
postage for proxy soliciting material, and proxy tabulation costs
o printing, paper, envelopes and postage for dividend notices,
dividend checks, records of account, purchase confirmations,
exchange confirmations and exchange prospectuses, redemption
confirmations, redemption checks, confirmations on changes of
address and any other communication required to be sent to
shareholders
o typesetting, printing, paper, envelopes and postage for
prospectuses, annual and semiannual reports, statements of
additional information, supplements for prospectuses and statements
of additional information and other required mailings to
shareholders
o stop orders
o outgoing wire charges
o other expenses incurred at the request or with the consent of the
Company
<PAGE>
PAGE 1
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made the 13th day of May, 1996, by and between Strategist
Tax-Free Income Fund, Inc. (the "Company"), a Minnesota
corporation, on behalf of its underlying series fund, and American
Express Financial Corporation (the "Corporation"), a Delaware
corporation.
Part One: SERVICES
(1) The Company hereby retains the Corporation, and the Corporation
hereby agrees, for the period of this Agreement and under the terms
and conditions hereinafter set forth, to furnish the Company
continuously with all administrative, accounting, clerical,
statistical, correspondence, corporate and all other services of
whatever nature required in connection with the administration of
the Company as provided under this Agreement; and to pay such
expenses as may be provided for in Part Three hereof; subject
always to the direction and control of the Board of Directors (the
"Board"), the Executive Committee and the authorized officers of
the Company. The Corporation agrees to maintain an adequate
organization of competent persons to provide the services and to
perform the functions herein mentioned. The Corporation agrees to
meet with any persons at such times as the Board deems appropriate
for the purpose of reviewing the Corporation's performance under
this Agreement.
(2) The Company agrees that it will furnish to the Corporation any
information that the latter may reasonably request with respect to
the services performed or to be performed by the Corporation under
this Agreement.
(3) It is understood and agreed that in furnishing the Company with
the services as herein provided, neither the Corporation, nor any
officer, director or agent thereof shall be held liable to the
Company or its creditors or shareholders for errors of judgment or
for anything except willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or reckless disregard
of its obligations and duties under the terms of this Agreement. It
is further understood and agreed that the Corporation may rely upon
information furnished to it reasonably believed to be accurate and
reliable.
Part Two: COMPENSATION FOR SERVICES
(1) The Company agrees to pay to the Corporation, and the
Corporation covenants and agrees to accept from the Company in full
payment for the services furnished, based on the net assets of the
Company as set forth in the following table:
<PAGE>
PAGE 2
Assets Annual rate at
(billions) each asset level
Strategist Tax-Free High Yield Fund
First $1 0.040%
Next 1 0.035
Next 1 0.030
Next 3 0.025
Next 3 0.020
Over 9 0.020
The administrative fee for each calendar day of each year shall be
equal to 1/365th (1/366th in each leap year) on the total amount
computed. The computation shall be made for each such day on the
basis of net assets as of the close of business on the full
business day two (2) business days prior to the day for which the
computation is being made. In the case of the suspension of the
computation of net asset value, the administrative fee for each day
during such suspension shall be computed as of the close of
business on the last full business day on which the net assets were
computed. As used herein, "net assets" as of the close of a full
business day shall include all transactions in shares of the
Company recorded on the books of the Company for that day.
(2) The administrative fee shall be paid on a monthly basis and, in
the event of the termination of this Agreement, the administrative
fee accrued shall be prorated on the basis of the number of days
that this Agreement is in effect during the month with respect to
which such payment is made.
(3) The administrative fee provided for hereunder shall be paid in
cash by the Company to the Corporation within five (5) business
days after the last day of each month.
(4) Until November 30, 1996, AEFC 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 AEFC 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.
Part Three: ALLOCATION OF EXPENSES
(1) The Company agrees to pay:
(a) Administrative fees payable to the Corporation for its services
under the terms of this Agreement.
(b) Taxes.
(c) Fees and charges of its independent certified public
accountants for services the Company requests.
(d) Fees and expenses of attorneys for services the company
requests.
<PAGE>
PAGE 3
(e) Fees paid for the qualification and registration for public
sale of the securities of the Company under the laws of the United
States and of the several states in which such securities shall be
offered for sale.
(f) Office expenses which shall include a charge for occupancy,
insurance on the premises, furniture and equipment, telephone,
telegraph, electronic information services, books, periodicals,
published services, and office supplies used by the Company, equal
to the cost of such incurred by American Express Financial
Corporation.
(g) Fees of consultants employed by the Company.
(h) Directors, officers and employees expenses which shall include
fees, salaries, memberships, dues, travel, seminars, pension,
profit sharing, and all other benefits paid to or provided for
directors, officers and employees, directors and officers liability
insurance, errors and omissions liability insurance, worker's
compensation insurance and other expenses applicable to the
directors, officers and employees, except the Company will not pay
any fees or expenses of any person who is an officer or employee of
the Corporation or its affiliates.
(i) Filing fees and charges incurred by the Company in connection
with filing any amendment to its articles of incorporation, or
incurred in filing any other document with the State of Minnesota
or its political subdivisions.
(j) Organizational expenses of the Company.
(k) One-half of the Investment Company Institute membership dues
charged jointly to the Preferred Master Trust Group and the
Corporation.
(l) Expenses properly payable by the Company, approved by the
Board.
(2) The Corporation agrees to pay all expenses associated with the
services it provides under the terms of this Agreement. Further,
the Corporation agrees that if, at the end of any month, the
expenses of the Company under this Agreement and any other
agreement between the Company and the Corporation, but excluding
those expenses set forth in (1)(b) of this Part Three, exceed the
most restrictive applicable state expenses limitation, the Company
shall not pay those expenses set forth in (1)(a) and (c) through
(m) of this Part Three to the extent necessary to keep the
Company's expenses from exceeding the limitation, it being
understood that the Corporation will assume all unpaid expenses and
bill 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.
<PAGE>
PAGE 4
Part Four: MISCELLANEOUS
(1) The Corporation shall be deemed to be an independent contractor
and, except as expressly provided or authorized in this Agreement,
shall have no authority to act for or represent the Company.
(2) A "full business day" shall be as defined in the By- laws.
(3) The Company recognizes that the Corporation now renders and may
continue to render investment advice and other services to other
investment companies and persons which may or may not have
investment policies and investments similar to those of the Company
and that the Corporation manages its own investments and/or those
of its subsidiaries. The Corporation shall be free to render such
investment advice and other services and the Company hereby
consents thereto.
(4) Neither this Agreement nor any transaction had pursuant hereto
shall be invalidated or in anyway affected by the fact that
directors, officers, agents and/or shareholders of the Company are
or may be interested in the Corporation or any successor or
assignee thereof, as directors, officers, stockholders or
otherwise; that directors, officers, stockholders or agents of the
Corporation are or may be interested in the Company as directors,
officers, shareholders, or otherwise; or that the Corporation or
any successor or assignee, is or may be interested in the Company
as shareholder or otherwise, provided, however, that neither the
Corporation, nor any officer, director or employee thereof or of
the Corporation, shall sell to or buy from the Company any property
or security other than shares issued by the Company, except in
accordance with applicable regulations or orders of the United
States Securities and Exchange Commission.
(5) Any notice under this Agreement shall be given in writing,
addressed, and delivered, or mailed postpaid, to the party to this
Agreement entitled to receive such, at such party's principal place
of business in Minneapolis, Minnesota, or to such other address as
either party may designate in writing mailed to the other.
(6) The Corporation agrees that no officer, director or employee of
the Corporation will deal for or on behalf of the Company with
himself as principal or agent, or with any corporation or
partnership in which he may have a financial interest, except that
this shall not prohibit officers, directors or employees of the
Corporation from having a financial interest in the Company or in
the Corporation.
(7) The Company agrees that the Corporation may subcontract for
certain of the services described under this Agreement with the
understanding that there shall be no diminution in the quality or
level of the services and that the Corporation remains fully
responsible for the services.
<PAGE>
PAGE 5
(8) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable
without the written consent of the other party. This Agreement
shall be governed by the laws of the State of Minnesota.
Part Five: RENEWAL AND TERMINATION
(1) This Agreement shall become effective on the date first set
forth above (the "Effective Date") and shall continue in effect
from year to year thereafter as the parties may mutually agree;
provided that either party may terminate this Agreement by giving
the other party notice in writing specifying the date of such
termination, which shall be not less than 60 days after the date of
receipt of such notice.
(2) This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties.
IN WITNESS THEREOF, the parties hereto have executed the foregoing
Agreement as of the day and year first above written.
STRATEGIST TAX-FREE INCOME FUND, INC.
Strategist Tax-Free High Yield Fund
By: /s/ James A. Mitchell
James A. Mitchell
President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Richard W. Kling
Richard W. Kling
Senior Vice President
<PAGE>
PAGE 1
TAX-FREE HIGH YIELD PORTFOLIO
AGREEMENT AND DECLARATION OF UNITHOLDERS
This AGREEMENT AND DECLARATION OF UNITHOLDERS is made
at Minneapolis, Minnesota, as of this 13th day of May, 1996 by the
holders of beneficial interest of Tax-Free High Yield Portfolio, a
separate series of Tax-Free Income Trust.
WITNESS that
WHEREAS, the Declaration of Trust for Tax-Free Income
Trust provides for no restrictions on the transfer of units
therein; and
WHEREAS, the holders of units in Tax-Free High Yield
Portfolio desire to restrict the transfer of their units in
Tax-Free High Yield Portfolio;
NOW, THEREFORE, the undersigned hereby declare that
they will not transfer any units in Tax-Free High Yield Portfolio
held by them without the prior written consent of the other
unitholders holding at least two thirds of the Tax-Free High Yield
Portfolio's units outstanding (excluding the units of the holder
seeking to effect the transfer) and that any attempted transfer in
violation of this agreement shall be null and void. This agreement
shall not affect the rights of any unitholder to redeem units in
Tax-Free High Yield Portfolio as provided for in the Declaration of
Trust. The undersigned also acknowledge that the remedy of damages
for the violation of this agreement would be inadequate and
therefore further agree that this agreement shall be enforceable
solely by the remedy of specific performance.
IDS HIGH YIELD TAX-EXEMPT FUND, INC.
/s/ Leslie L. Ogg
Leslie L. Ogg
Vice President and
General Counsel
STRATEGIST TAX-FREE INCOME FUND, INC.
Strategist Tax-Free High Yield Fund
/s/ James A. Mitchell
James A. Mitchell
President
<PAGE>
PAGE 1
INDEPENDENT AUDITOR'S CONSENT
___________________________________________________________________
The Board and Shareholders
Strategist Tax-Free Income Fund, Inc.:
Strategist Tax-Free High Yield Fund
We consent to the use of our report included or incorporated herein
by reference, and to the references to our Firm under the headings
"Financial highlights" in Part A and "INDEPENDENT AUDITORS" in Part
B of the Registration Statement.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
January 28, 1997
<PAGE>
PAGE 1
SHARE PURCHASE AGREEMENT
This agreement is entered into between Strategist Tax-Free Income
Fund, Inc., a Minnesota corporation (the Corporation) and American
Express Financial Corporation, a Delaware corporation (AEFC), as of
this 16th day of April, 1996.
In order to provide the Corporation with its initial capital, the
Corporation hereby sells to AEFC and AEFC hereby purchases from the
Corporation $100,000 worth of shares of the Corporation. The
Corporation hereby acknowledges receipt from AEFC in the amount of
$100,000 in full payment for the shares.
AEFC represents and warrants to the Corporation that the shares are
being acquired for investment and not with a view to distribution
and that AEFC has no current intention to dispose of the shares.
Strategist Tax-Free Income Fund, Inc.
By: /s/ William H. Dudley
William H. Dudley
President
American Express Financial Corporation
By: /s/ James A. Mitchell
James A. Mitchell
Executive Vice President
<PAGE>
PAGE 1
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 bill 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.
<PAGE>
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 13th day of May, 1996.
STRATEGIST TAX-FREE INCOME FUND, INC.
Strategist Tax-Free High Yield Fund
By /s/ James A. Mitchell
James A. Mitchell
President
AMERICAN EXPRESS SERVICE CORPORATION
By /s/ Richard W. Kling
Richard W. Kling
Vice President
<PAGE>
PAGE 1
[ARTICLE] 6
[SERIES]
[NUMBER] 1
[NAME] STRATEGIST TAX-FREE INCOME FUND, INC.
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] NOV-30-1996
[PERIOD-END] NOV-30-1996
[INVESTMENTS-AT-COST] 0
[INVESTMENTS-AT-VALUE] 0
[RECEIVABLES] 931
[ASSETS-OTHER] 598662
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 599593
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 64881
[TOTAL-LIABILITIES] 64881
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 517273
[SHARES-COMMON-STOCK] 117305
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (1262)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 18148
[NET-ASSETS] 534712
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 15737
[OTHER-INCOME] 0
[EXPENSES-NET] 2090
[NET-INVESTMENT-INCOME] 13647
[REALIZED-GAINS-CURRENT] (1260)
[APPREC-INCREASE-CURRENT] 18148
[NET-CHANGE-FROM-OPS] 30535
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (13647)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 92032
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 2851
[NET-CHANGE-IN-ASSETS] 417824
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 0
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 2090
[AVERAGE-NET-ASSETS] 400479
[PER-SHARE-NAV-BEGIN] 4.46
[PER-SHARE-NII] .15
[PER-SHARE-GAIN-APPREC] .10
[PER-SHARE-DIVIDEND] (.15)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 4.56<PAGE>
PAGE 2
[EXPENSE-RATIO] .95
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
<PAGE>
PAGE 3
[ARTICLE] 6
[NAME] TAX-FREE HIGH YIELD PORTFOLIO
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] NOV-30-1996
[PERIOD-END] NOV-30-1996
[INVESTMENTS-AT-COST] 5629402073
[INVESTMENTS-AT-VALUE] 6072595429
[RECEIVABLES] 128219856
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 6200815285
[PAYABLE-FOR-SECURITIES] 33466051
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 3557079
[TOTAL-LIABILITIES] 37023130
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 0
[SHARES-COMMON-STOCK] 0
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 6163792155
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 229180401
[OTHER-INCOME] 0
[EXPENSES-NET] 15079225
[NET-INVESTMENT-INCOME] 214101176
[REALIZED-GAINS-CURRENT] 2001114
[APPREC-INCREASE-CURRENT] 2984788
[NET-CHANGE-FROM-OPS] 142421758
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 0
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 6163692155
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 14890546
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 15079225
[AVERAGE-NET-ASSETS] 6203340936
[PER-SHARE-NAV-BEGIN] 0
[PER-SHARE-NII] 0
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 0
[EXPENSE-RATIO] 0
[AVG-DEBT-OUTSTANDING] 0<PAGE>
PAGE 4
[AVG-DEBT-PER-SHARE] 0
<PAGE>
PAGE 1
TRUSTEES POWER OF ATTORNEY
City of Minneapolis
State of Minnesota
Each of the undersigned, as trustees of the below
listed open-end, diversified investment companies that previously
have filed registration statements and amendments thereto pursuant
to the requirements of the Investment Company Act of 1940 with the
Securities and Exchange Commission:
1940 Act
Reg. Number
Growth Trust 811-07395
Growth and Income Trust 811-07393
Income Trust 811-07307
Tax-Free Income Trust 811-07397
World Trust 811-07399
hereby constitutes and appoints William R. Pearce and Leslie L. Ogg
or either one of them, as her or his attorney-in-fact and agent, to
sign for her or him in her or his name, place and stead any and all
further amendments to said registration statements filed pursuant
to said Act and any rules and regulations thereunder, and to file
such amendments with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission,
granting to either of them the full power and authority to do and
perform each and every act required and necessary to be done in
connection therewith.
Dated the 8th day of January, 1997.
/s/ H. Brewster Atwater, Jr. /s/ Melvin R. Laird
H. Brewster Atwater, Jr. Melvin R. Laird
/s/ Lynne V. Cheney /s/ William R. Pearce
Lynne V. Cheney William R. Pearce
/s/ William H. Dudley /s/ Alan K. Simpson
William H. Dudley Alan K. Simpson
/s/ Robert F. Froehlke /s/ Edson W. Spencer
Robert F. Froehlke Edson W. Spencer
/s/ David R. Hubers /s/ John R. Thomas
David R. Hubers John R. Thomas
/s/ Heinz F. Hutter /s/ Wheelock Whitney
Heinz F. Hutter Wheelock Whitney
/s/ Anne P. Jones /s/ C. Angus Wurtele
Anne P. Jones C. Angus Wurtele
