<PAGE> PAGE 1
000 A000000 09/30/96
000 C000000 0000710978
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0.a
000 J000000 A
001 A000000 GIT INCOME TRUST
001 B000000 811-3616
001 C000000 7035283600
002 A000000 1655 FORT MYER DRIVE
002 B000000 ARLINGTON
002 C000000 VA
002 D010000 22209
002 D020000 3108
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 2
007 C010100 1
007 C020100 MAXIMUM INCOME PORTFOLIO
007 C030100 N
007 C010200 2
007 C020200 GOVERNMENT PORTFOLIO
007 C030200 N
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A00AA01 BANKERS FINANCE ADVISORS, LLC
008 B00AA01 A
008 C00AA01 801-52751
008 D01AA01 ARLINGTON
008 D02AA01 VA
008 D03AA01 22209
008 D04AA01 3108
008 A00AA02 MADISON INVESTMENT ADVISORS, INC.
008 B00AA02 A
008 C00AA02 801-9840
008 D01AA02 MADISON
008 D02AA02 WI
008 D03AA02 53705
011 A00AA01 GIT INVESTMENT SERVICES, INC.
<PAGE> PAGE 2
011 B00AA01 8-27394
011 C01AA01 ARLINGTON
011 C02AA01 VA
011 C03AA01 22209
011 C04AA01 3108
012 A00AA01 GIT INCOME TRUST
012 B00AA01 84-1186
012 C01AA01 ARLINTON
012 C02AA01 VA
012 C03AA01 22209
012 C04AA01 3108
013 A00AA01 ERNST & YOUNG LLP
013 B01AA01 WASHINGTON
013 B02AA01 DC
013 B03AA01 20036
014 A00AA01 DELETE
015 A00AA01 STAR BANK, NA
015 B00AA01 C
015 C01AA01 CINCINNATI
015 C02AA01 OH
015 C03AA01 45202
015 E01AA01 X
018 00AA00 Y
019 A00AA00 Y
019 B00AA00 13
019 C00AA00 GITINVESTF
020 C000001 0
020 C000002 0
020 C000003 0
020 C000004 0
020 C000005 0
020 C000006 0
020 C000007 0
020 C000008 0
020 C000009 0
020 C000010 0
021 000000 0
022 A000001 DONALDSON, LUFKIN & JENRETTE
022 B000001 131898818
022 C000001 95016
022 D000001 0
022 A000002 LAFAYETTE SQUARE PARTNERS, INC.
022 B000002 521568449
022 C000002 281
022 D000002 1185
022 A000003 RODMAN & RENSHAW
022 B000003 362679547
022 C000003 1088
022 D000003 0
022 A000004 DAIN-BOSWORTH
022 B000004 411414269
<PAGE> PAGE 3
022 C000004 0
022 D000004 408
022 A000005 DEAN WITTER REYNOLDS
022 B000005 941671384
022 C000005 396
022 D000005 0
022 A000006 GX CLARK-PHILIP DAY
022 B000006 132969143
022 C000006 0
022 D000006 325
022 A000007 GOLDMAN SACHS
022 B000007 135108880
022 C000007 0
022 D000007 257
022 A000008 DAVENPORT
022 B000008 540901611
022 C000008 250
022 D000008 0
022 A000009 SMITH BARNEY
022 B000009 131912900
022 C000009 205
022 D000009 0
022 C000010 0
022 D000010 0
023 C000000 97236
023 D000000 2175
024 00AA00 N
026 A000000 N
026 B000000 Y
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 Y
029 00AA00 N
030 A00AA00 0
030 B00AA00 0.00
030 C00AA00 0.00
034 00AA00 N
035 00AA00 0
036 B00AA00 0
037 00AA00 N
038 00AA00 0
039 00AA00 N
040 00AA00 N
041 00AA00 N
042 A00AA00 0
042 B00AA00 0
<PAGE> PAGE 4
042 C00AA00 0
042 D00AA00 0
042 E00AA00 0
042 F00AA00 0
042 G00AA00 0
042 H00AA00 0
043 00AA00 0
044 00AA00 0
045 00AA00 Y
046 00AA00 N
047 00AA00 Y
048 00AA00 0.625
048 A01AA00 0
048 A02AA00 0.000
048 B01AA00 0
048 B02AA00 0.000
048 C01AA00 0
048 C02AA00 0.000
048 D01AA00 0
048 D02AA00 0.000
048 E01AA00 0
048 E02AA00 0.000
048 F01AA00 0
048 F02AA00 0.000
048 G01AA00 0
048 G02AA00 0.000
048 H01AA00 0
048 H02AA00 0.000
048 I01AA00 0
048 I02AA00 0.000
048 J01AA00 0
048 J02AA00 0.000
048 K01AA00 0
048 K02AA00 0.000
049 00AA00 N
050 00AA00 N
051 00AA00 N
052 00AA00 N
053 A00AA00 N
054 A00AA00 Y
054 B00AA00 N
054 C00AA00 N
054 D00AA00 N
054 E00AA00 N
054 F00AA00 N
054 G00AA00 N
054 H00AA00 Y
054 I00AA00 N
054 J00AA00 Y
054 K00AA00 N
054 L00AA00 N
<PAGE> PAGE 5
054 M00AA00 Y
054 N00AA00 N
054 O00AA00 N
055 A00AA00 N
055 B00AA00 N
056 00AA00 N
057 00AA00 N
058 A00AA00 N
059 00AA00 Y
060 A00AA00 Y
060 B00AA00 Y
061 00AA00 2500
066 A00AA00 N
067 00AA00 N
068 A00AA00 N
068 B00AA00 N
069 00AA00 N
070 A01AA00 Y
070 A02AA00 Y
070 B01AA00 N
070 B02AA00 N
070 C01AA00 Y
070 C02AA00 N
070 D01AA00 N
070 D02AA00 N
070 E01AA00 Y
070 E02AA00 N
070 F01AA00 N
070 F02AA00 N
070 G01AA00 N
070 G02AA00 N
070 H01AA00 N
070 H02AA00 N
070 I01AA00 N
070 I02AA00 N
070 J01AA00 N
070 J02AA00 N
070 K01AA00 N
070 K02AA00 N
070 L01AA00 Y
070 L02AA00 N
070 M01AA00 N
070 M02AA00 N
070 N01AA00 Y
070 N02AA00 N
070 O01AA00 Y
070 O02AA00 N
070 P01AA00 N
070 P02AA00 N
070 Q01AA00 N
070 Q02AA00 N
<PAGE> PAGE 6
070 R01AA00 N
070 R02AA00 N
077 A000000 Y
077 C000000 Y
077 Q020000 Y
078 000000 N
080 C00AA00 0
081 B00AA00 0
082 B00AA00 0
083 B00AA00 0
084 B00AA00 0
086 A010000 0
086 A020000 0
086 B010000 0
086 B020000 0
086 C010000 0
086 C020000 0
086 D010000 0
086 D020000 0
086 E010000 0
086 E020000 0
086 F010000 0
086 F020000 0
028 A010100 134
028 A020100 37
028 A030100 0
028 A040100 255
028 B010100 158
028 B020100 39
028 B030100 0
028 B040100 320
028 C010100 234
028 C020100 32
028 C030100 0
028 C040100 188
028 D010100 79
028 D020100 35
028 D030100 0
028 D040100 80
028 E010100 85
028 E020100 39
028 E030100 0
028 E040100 123
028 F010100 30
028 F020100 36
028 F030100 0
028 F040100 250
028 G010100 720
028 G020100 218
028 G030100 0
028 G040100 1216
<PAGE> PAGE 7
028 H000100 0
062 A000100 Y
062 B000100 0.0
062 C000100 0.0
062 D000100 1.7
062 E000100 0.0
062 F000100 0.0
062 G000100 0.0
062 H000100 0.0
062 I000100 0.0
062 J000100 0.0
062 K000100 0.0
062 L000100 0.0
062 M000100 10.8
062 N000100 0.0
062 O000100 0.0
062 P000100 85.0
062 Q000100 0.0
062 R000100 0.0
063 A000100 0
063 B000100 7.7
064 A000100 N
064 B000100 N
071 A000100 1508
071 B000100 1472
071 C000100 5926
071 D000100 25
072 A000100 6
072 B000100 314
072 C000100 0
072 D000100 0
072 E000100 4
072 F000100 21
072 G000100 0
072 H000100 10
072 I000100 3
072 J000100 1
072 K000100 1
072 L000100 1
072 M000100 1
072 N000100 9
072 O000100 0
072 P000100 0
072 Q000100 0
072 R000100 2
072 S000100 0
072 T000100 0
072 U000100 0
072 V000100 0
072 W000100 4
072 X000100 53
<PAGE> PAGE 8
072 Y000100 0
072 Z000100 265
072AA000100 39
072BB000100 0
072CC010100 48
072CC020100 0
072DD010100 265
072DD020100 0
072EE000100 0
073 A010100 0.2860
073 A020100 0.0000
073 B000100 0.0000
073 C000100 0.0000
074 A000100 0
074 B000100 112
074 C000100 0
074 D000100 6249
074 E000100 0
074 F000100 0
074 G000100 0
074 H000100 0
074 I000100 0
074 J000100 0
074 K000100 0
074 L000100 188
074 M000100 0
074 N000100 6549
074 O000100 0
074 P000100 0
074 Q000100 0
074 R010100 0
074 R020100 0
074 R030100 0
074 R040100 27
074 S000100 0
074 T000100 6522
074 U010100 909
074 U020100 0
074 V010100 7.18
074 V020100 0.00
074 W000100 0.0000
074 X000100 442
074 Y000100 0
075 A000100 0
075 B000100 6580
076 000100 0.00
028 A010200 28
028 A020200 25
028 A030200 0
028 A040200 172
028 B010200 54
<PAGE> PAGE 9
028 B020200 27
028 B030200 0
028 B040200 227
028 C010200 74
028 C020200 22
028 C030200 0
028 C040200 102
028 D010200 80
028 D020200 25
028 D030200 0
028 D040200 169
028 E010200 12
028 E020200 27
028 E030200 0
028 E040200 50
028 F010200 5
028 F020200 23
028 F030200 0
028 F040200 84
028 G010200 253
028 G020200 149
028 G030200 0
028 G040200 804
028 H000200 0
062 A000200 Y
062 B000200 0.0
062 C000200 0.0
062 D000200 0.8
062 E000200 0.0
062 F000200 0.0
062 G000200 0.0
062 H000200 0.0
062 I000200 0.0
062 J000200 0.0
062 K000200 0.0
062 L000200 0.0
062 M000200 85.7
062 N000200 11.2
062 O000200 0.0
062 P000200 0.0
062 Q000200 0.0
062 R000200 0.0
063 A000200 0
063 B000200 9.7
064 A000200 N
064 B000200 N
071 A000200 712
071 B000200 976
071 C000200 6291
071 D000200 11
072 A000200 6
<PAGE> PAGE 10
072 B000200 212
072 C000200 0
072 D000200 0
072 E000200 0
072 F000200 20
072 G000200 0
072 H000200 10
072 I000200 3
072 J000200 1
072 K000200 1
072 L000200 1
072 M000200 1
072 N000200 8
072 O000200 0
072 P000200 0
072 Q000200 0
072 R000200 2
072 S000200 0
072 T000200 0
072 U000200 0
072 V000200 0
072 W000200 5
072 X000200 52
072 Y000200 0
072 Z000200 161
072AA000200 0
072BB000200 36
072CC010200 0
072CC020200 79
072DD010200 0
072DD020200 0
072EE000200 0
073 A010200 0.2370
073 A020200 0.0000
073 B000200 0.0000
073 C000200 0.0000
074 A000200 1
074 B000200 53
074 C000200 0
074 D000200 6209
074 E000200 0
074 F000200 0
074 G000200 0
074 H000200 0
074 I000200 0
074 J000200 0
074 K000200 0
074 L000200 79
074 M000200 0
074 N000200 6342
074 O000200 0
<PAGE> PAGE 11
074 P000200 0
074 Q000200 0
074 R010200 0
074 R020200 0
074 R030200 0
074 R040200 3
074 S000200 0
074 T000200 6339
074 U010200 664
074 U020200 0
074 V010200 9.54
074 V020200 0.00
074 W000200 0.0000
074 X000200 445
074 Y000200 0
075 A000200 0
075 B000200 6461
076 000200 0.00
SIGNATURE RICHARD MASON
TITLE GENERAL COUNSEL
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
registrant's financial statements and prospectus and is qualified in its
entirety by reference to such source documents.
</LEGEND>
<CIK> 0000710978
<NAME> GIT INCOME TRUST
<SERIES>
<NUMBER> 1
<NAME> MAXIMUM INCOME PORTFOLIO
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 6,284,310
<INVESTMENTS-AT-VALUE> 6,360,748
<RECEIVABLES> 188,552
<ASSETS-OTHER> 51
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6,549,351
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 27,734
<TOTAL-LIABILITIES> 27,734
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,047,277
<SHARES-COMMON-STOCK> 908,831
<SHARES-COMMON-PRIOR> 948,038
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,602,098)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 76,438
<NET-ASSETS> 6,521,617
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 314,052
<OTHER-INCOME> 3,750
<EXPENSES-NET> 53,094
<NET-INVESTMENT-INCOME> 264,708
<REALIZED-GAINS-CURRENT> (38,938)
<APPREC-INCREASE-CURRENT> 48,351
<NET-CHANGE-FROM-OPS> 9,413
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 264,708
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 719,809
<NUMBER-OF-SHARES-REDEEMED> 1,215,984
<SHARES-REINVESTED> 218,292
<NET-CHANGE-IN-ASSETS> (277,883)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (2,563,160)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 20,567
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 53,144
<AVERAGE-NET-ASSETS> 6,579,783
<PER-SHARE-NAV-BEGIN> 7.162
<PER-SHARE-NII> 0.286
<PER-SHARE-GAIN-APPREC> 0.014
<PER-SHARE-DIVIDEND> 0.286
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.176
<EXPENSE-RATIO> 1.433
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
registrant's financial statements and prospectus and is qualified in its
entirety by reference to such source documents.
</LEGEND>
<CIK> 0000710978
<NAME> GIT INCOME TRUST
<SERIES>
<NUMBER> 2
<NAME> GOVERNMENT PORTFOLIO
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 6,419,356
<INVESTMENTS-AT-VALUE> 6,261,777
<RECEIVABLES> 79,323
<ASSETS-OTHER> 629
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6,341,729
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,668
<TOTAL-LIABILITIES> 2,668
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6,846,158
<SHARES-COMMON-STOCK> 664,427
<SHARES-COMMON-PRIOR> 706,487
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (349,518)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (157,579)
<NET-ASSETS> 6,339,061
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 212,287
<OTHER-INCOME> 0
<EXPENSES-NET> 51,643
<NET-INVESTMENT-INCOME> 160,644
<REALIZED-GAINS-CURRENT> (36,092)
<APPREC-INCREASE-CURRENT> (78,930)
<NET-CHANGE-FROM-OPS> (115,022)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 160,644
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 252,957
<NUMBER-OF-SHARES-REDEEMED> 804,161
<SHARES-REINVESTED> 149,185
<NET-CHANGE-IN-ASSETS> (402,019)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (313,425)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 20,202
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 51,691
<AVERAGE-NET-ASSETS> 6,461,354
<PER-SHARE-NAV-BEGIN> 9.705
<PER-SHARE-NII> 0.237
<PER-SHARE-GAIN-APPREC> (0.164)
<PER-SHARE-DIVIDEND> 0.237
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.541
<EXPENSE-RATIO> 1.425
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
GIT Income Trust
Results of Shareholder Vote
A special meeting of the Trust's shareholders was held
on July 29, 1996. The following shares were voted
at the meeting:
1. Approval of an advisory agreement with Bankers Finance
Advisors, LLC/Madison Investment Advisors, Inc.
<TABLE>
Shares
Outstanding For Against Abstain
<S> <C> <C> <C> <C>
Maximum Income Portfolio 934,862 507,022 2,616 19,301
Government Portfolio 675,180 366,154 1,936 23,706
</TABLE>
2. Election of Trustees (1,610,043 shares outstanding)
For Withhold Authority
Frank E. Burgess 899,020 21,717
James R. Imhoff, Jr. 898,793 21,944
Thomas S. Kleppe 898,072 22,665
Lorence D. Wheeler 899,020 21,717
3. To ratify the selection of Ernst & Young LLP as
independent auditors of the Trust for the year ending
March 31, 1997 (1,610,043 shares outstanding): For:
895,303 Against: None Abstain: 25,433
Investment Advisory Agreement
This Agreement is made by and between Madison Investment
Advisors, Inc. (d.b.a. Bankers Finance Advisors, LLC), a
Wisconsin Corporation, Bankers Finance Advisors, LLC, a
Wisconsin limited liability company having its principal place
of business in Arlington, Virginia (the foregoing entities
referred to collectively as the "Advisor"), and GIT Income
Trust, a Massachusetts business trust created pursuant to a
Declaration of Trust filed with the Clerk of the City of Boston,
Massachusetts (the "Trust").
The parties hereto, intending so to be legally bound,
agree with each other as follows:
1. Appointment and Acceptance. The Trust hereby
appoints the Advisor to manage the investment of its assets
and to administer its affairs; and the Advisor hereby
accepts such appointment. The Advisor shall employ its best
efforts to supervise the investment management of the Trust.
2. Discretion of the Advisor. In the performance of
its duties hereunder the Advisor shall have full authority
to act as it deems advisable, except that it shall be bound
by the terms of the Declaration of Trust and By-Laws of the
Trust, and by any written direction given by the Trustees of
the Trust not inconsistent with this Agreement; and it shall
be guided by the investment policies of the Trust from time
to time duly in effect. Subject only to the foregoing, the
Advisor shall have full authority to purchase and sell
securities for the Trust; the Advisor may determine the
persons with whom such securities transactions are to be
made and the terms thereof.
3. Other Activities of the Advisor. The Advisor and
any of its affiliates shall be free to engage in any other
lawful activity, including the rendering to others of
services similar to those rendered to the Trust hereunder;
and the Advisor or any interested person thereof shall be
free to invest in the Trust as a shareholder, to become an
officer or Trustee of the Trust if properly elected, or to
enter into any other relationship with the Trust approved by
the Trustees and in accordance with law.
The Advisor agrees that it will not deal with itself or
with any affiliated person or promoter or principal
underwriter of the Trust (or any affiliated person of the
foregoing) acting as a principal, in effecting securities
transactions for the account of the Trust. It is further
agreed that in effecting any such transaction with such a
person acting as a broker or agent, compensation to such
person shall be permitted, provided that the transaction is
in the ordinary course of such person's business and the
amount of such compensation does not exceed one percent of
the purchase or sale price of the securities involved.
If the Advisor or any affiliate thereof provides any
other goods or services which otherwise would be paid for by
the Trust pursuant to this Agreement, then the Trust shall
pay the Advisor or such affiliate the cost reasonably
allocated by the Advisor or affiliate to such goods or
services.
4. Investment by Advisor. The Advisor shall not take,
and shall not permit any of its shareholders, officers,
directors or employees to take long or short positions in
the shares of the Trust, except for the purchase of shares
of the Trust for investment purposes at the same price as
<PAGE>
that available to the public at the time of purchase, or in
connection with the original capitalization of the Trust.
In connection with purchases or sales of portfolio
securities for the account of the Trust neither the Advisor
nor any officer, director or employee of the Advisor shall
act as a principal or receive any commission therefor.
5. Expenses of the Trust. The Trust shall pay all of
its expenses not expressly assumed by the Advisor herein.
Without limitation, the expenses of the Trust, assumed by
the Trust hereby, shall include the following:
a. Expenses related to the continued existence of the
Trust.
b. Fees and expenses of the Trustees (except those
affiliated with the Advisor), the officers and the
administrative employees of the Trust.
c. Fees paid to the Advisor hereunder.
d. Fees and expenses of preparing, printing and
distributing official filings, reports, prospectuses and
documents required pursuant to applicable state and Federal
securities law and expenses of reports to shareholders.
e. Fees and expenses of custodians, transfer agents,
dividend disbursing agents, shareholder servicing agents,
registrars, and similar agents.
f. Expenses related to the issuance, registration,
repurchase, exchange and redemption of shares and
certificates representing shares.
g. Auditing, accounting, legal, insurance, portfolio
administration, association membership, printing, postage,
and other administrative expenses.
h. Expenses relating to qualification or licensing of
the Trust, shares in the Trust, or officers, employees and
agents of the Trust under applicable state and Federal
securities law.
i. Expenses related to shareholder meetings and proxy
solicitations and materials.
j. Interest expense, taxes and franchise fees, and all
brokerage commissions and other costs related to purchase
and sales of portfolio securities.
In addition, the Trust shall assume all losses and
liabilities incurred in the administration to the Trust and
of its investment portfolio; and it shall pay such non-
recurring expenses as may arise through litigation,
administrative proceedings, claims against the Trust, the
indemnification of Trustees, officers, employees,
shareholders and agents, or otherwise.
6. Compensation to the Advisor. For its services
hereunder, the Trust shall pay to the advisor a management
fee equal to five-eighths (5/8) percent per annum of the
average daily net assets of each of the portfolios of the
Trust. As of the execution of this agreement such
management fee shall be payable hereunder with respect to
the portfolios comprising the following series of shares:
The Government Portfolio Shares and the Maximum Income
Portfolio Shares. Such fee shall be payable monthly as of
the last day of the month and shall be the sum of the daily
<PAGE>
fees calculated as one-three hundred sixty-fifth (1/365),
except in leap years one-three hundred sixty-sixth (1/366),
of the annual fee based upon each portfolio's assets
calculated for the day.
With respect to any portfolio of the Trust subsequently
authorized by the Trustees, the management fee provided
herein may be revised upward or downward by mutual agreement
between the parties at the time the additional portfolio is
authorized, provided such revision is approved by the
Trustees, including the vote of a majority of those Trustees
who are not interested persons of the Trust, cast in person
at a meeting called for that purpose. The Advisor shall
have the right to waive any portion of its management fee
during any period, and it may permanently reduce the amount
of the fee under such terms as it may determine by written
notice thereof to the Trust. The Advisor shall have the
right to share its management fee with others or make
payments out of its management fee to others, as it solely
determines.
7. Limitation of Expenses of the Trust. In addition
to investment management expenses related to the Trust, the
Advisor shall pay the fees and expenses of any Trustees and
officers of the Trust affiliated with the Advisor, all
promotional expenses of the Trust to the extent not paid for
by the Trust pursuant to a Plan of Distribution, the rent
expense of the Trust's principal executive office premises,
and the expenses of formation of the Trust.
The Advisor shall further reimburse the Trust for all
of its expenses, excluding securities transaction
commissions and expenses, taxes, interest, share
distribution expenses, and extra-ordinary and non-recurring
expenses, which exceed during any fiscal year the applicable
expense limitation in any State or other jurisdiction in
which the Trust, during the fiscal year, becomes subject to
regulation by qualification or sale of its shares. Any such
required reimbursement shall be made within a reasonable
period following the close of the fiscal year to which it
relates; and the Advisor may elect to pay all or a portion
of any such reimbursement it anticipates will be required at
any time or from time to time during the fiscal year to
which the reimbursement relates.
8. Limitation of Advisor's Liability. The Advisor
shall not be liable for any loss incurred in connection with
its duties hereunder, nor for any action taken, suffered or
omitted and believed by it to be advisable or within the
scope of its authority or discretion, except for acts or
omissions involving willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties assumed by it
under this Agreement.
9. Limitation of Trust's Liability. The Advisor
acknowledges that it has received notice of and accepts the
limitations upon the Trust's liability set forth in its
Declaration of Trust. The Advisor agrees that the Trust's
obligations hereunder in any case shall be limited to the
Trust and to its assets and that the Advisor shall not seek
satisfaction of any such obligation from the shareholders of
the Trust nor from any Trustee, officer, employee or agent
of the Trust.
10. Term of Agreement. This Agreement shall continue
in effect for two years from the date of its execution; and
it shall continue in force thereafter (but subject to the
termination provisions below), provided that it is
specifically approved at least annually by the Trustees of
the Trust or by a majority vote of the outstanding
securities of each series and class of the Trust's shares
with respect to which it is to continue in effect, and in
either case by the vote of a majority of the Trustees who
are not interested persons of the Trust, cast in person at a
meeting called for that purpose.
<PAGE>
11. Termination by Notice. Notwithstanding any
provision of this Agreement, it may be terminated at any
time, without penalty, by the Trustees of the Trust or, with
respect to any series or class of the Trust's shares, by the
vote of a majority of the outstanding voting securities of
such series or class, or by the Advisor, upon sixty days
written notice to the other party.
12. Termination Upon Assignment. This Agreement may
not be assigned by the Adviser and shall automatically
terminate immediately upon any assignment. Nothing herein
shall prevent the Advisor from employing any other persons
or agents, including Madison Investment Advisors, Inc., at
its own expense, to assist it in the performance of its
duties hereunder.
13. Name of the Trust. In consideration of its
formation of the Trust and the related expenses, the Advisor
has retained the rights to the name "GIT Income Trust" (and
any similar name), which rights the Trust hereby
acknowledges. The Trust, however, shall have the exclusive
right to the use of the name "GIT Income Trust" (although
its rights to the "GIT" portion of such name shall be non-
exclusive) so long as this contract shall remain in force,
except that the Advisor may withdraw such rights from the
Trust at any time, effective immediately or at a time
specified, upon written notice to the Trust. In the event
of such notice, the Trust agrees that it will cause the
question of continuation of this Agreement to be put to a
vote of the shareholders of the Trust as soon as practicable
after such notice has been given.
14. Use of Terms. The terms "affiliated person",
"interested person", "assignment", "broker", and "majority
of the outstanding voting securities" as used herein, shall
have the same meanings as in the Investment Company Act of
1940 and any applicable regulations thereunder.
15. Control of Advisor. Bankers Finance Advisors, LLC
is controlled by Madison Investment Advisors, Inc. a
registered investment advisor located in Madison, Wisconsin.
As such, it is expected that Bankers Finance Advisors, LLC
and Madison Investment Advisors, Inc. will work closely
together in the management of the portfolios including but
not limited to portfolio management, research, securities
trading, and other investment management responsibilities.
<PAGE>
In witness whereof, the parties have caused this
Agreement to be signed on their behalf by their respective
officers duly authorized and their respective seals to be
affixed hereto, this 31 day of July, 1996.
Madison Investment Advisors, Inc.
By: (signature)
Katherine L. Frank, its Vice President
Bankers Finance Advisors, LLC
By: (signature)
Frank E. Burgess, Member
By: (signature)
Katherine L. Frank, Madison Investment Advisors, Inc
Member
GIT Income Trust
By: (signature)
Thomas S. Kleppe, Trustee
By: (signature)
James Imhoff, Jr., Trustee
By: (signature)
Lorence Wheeler, Trustee
By: (signature)
Frank E. Burgess, Trustee
Services Agreement
This Agreement is made by and between Bankers Finance
Advisors, LLC, a Wisconsin limited liability company
having its principal place of business in Arlington, Virginia
("BFA"), and GIT Income Trust, a Massachusetts business
trust created pursuant to a Declaration of Trust filed with the
Clerk of the City of Boston, Massachusetts (the "Trust").
The parties hereto, intending so to be legally bound, agree
with each other as follows:
1. Provision of Services. BFA hereby undertakes to provide
the Trust with such operational support services as it may
require in the conduct of its business, to extent which BFA
(or any other person), acting as the Trust's investment
adviser, has not undertaken to provide such services. Such
services may include the functions of shareholder servicing
agent and transfer agent, bookkeeping and portfolio
accounting services, the handling of telephone inquires,
cash withdrawals and other customer service functions
(including processing and monitoring wire transfers), and
providing to the Trust appropriate supplies, equipment and
ancillary services necessary to the conduct of its affairs.
Such services may also include providing or arranging for
and making reimbursable expenditures with respect to any
activities intended to be financed by the Trust pursuant to
its Plan of Distribution. The Trust hereby engages BFA to
provide it with such services.
2. Scope of Authority. BFA shall be at all times, in the
performance of its functions hereunder, subject to any
direction and control of the Trustees of the Trust and of
its officers, and to the terms of its Declaration of Trust
and By-Laws, except only that it shall have no obligation to
provide to the Trust any services that are clearly outside
the scope of those contemplated in this Agreement. In the
performance of its duties hereunder, BFA shall be authorized
to take such action not inconsistent with the express
provisions hereof as it deems advisable. It may contract
with other persons to provide to the Trust any of the
services contemplated herein under such terms as it deems
reasonable and shall have the authority to direct the
activities of such other persons in the manner it deems
appropriate.
3 Other Activities of BFA. BFA and any of its affiliates
shall be free to engage in any other lawful activity,
including the rendering to others services similar to those
to be rendered to the Trust hereunder; and BFA or any
interested person thereof shall be free to invest in the
Trust as a shareholder, to become an officer or Trustee
thereof if properly elected, or to enter into any other
relationship with the Trust approved by the Trustee and in
accordance with law.
BFA agrees that it will not deal with the Trust in any
transaction in which BFA acts as a principal, except to the
extent as may be permitted by the terms of this Agreement.
The records BFA maintains on behalf of the Trust are the
sole property of the Trust and will be surrendered promptly
to the Trust upon its request pursuant to Rule 31a-3 of the
Investment Company Act of 1940.
4. Compensation to BFA. BFA shall have no responsibility
hereunder to bear at its own expense any costs or expenses
of the Trust. The Trust shall reimburse to BFA monthly all
of BFA's costs involved in the provision of services to the
Trust hereunder, as the term "cost" is more fully described
herein. The "cost" of services provided to the Trust
hereunder shall be deemed to include both the relevant
direct expenditures by BFA (including the cost of goods and
services obtained from others) and the related overhead
costs, such as depreciation, interest, employee supervision,
rent and like cost. Where only a portion of a specific
expenditure by BFA is related to services provided to the
Trust hereunder, then BFA may allocate such amount between
the Trust and the other activities of BFA on a reasonable
basis, which may involve the use of assumptions and
approximations not subject to precise verification without
undue cost, provided that a majority of the Trustees,
including a majority of the Trustees who are not interested
persons of the Trust approve the basis upon which such
allocations are made. BFA may, in its discretion, defer
billing to and payment by the Trust of any costs which are
reimbursable to it hereunder, and no such deferment shall
affect the right of BFA to receive reimbursement from the
Trust when the cost are billed.
5. Relationship to Investment Adviser. It is understood by
the parties hereto that concurrently with the execution of
this Agreement, the Trust has entered into an Investment
Advisory Agreement with Bankers Finance Advisors, LLC,
in its separate capacity as the investment
adviser to the Trust (the "Adviser") pursuant to which the
Adviser will provide management services to the Trust and
administer its affairs. BFA has entered into this Agreement
to perform certain services at its cost in consideration of
the Trust's employment of it as the Adviser as aforesaid.
If at any time the Adviser ceases to act as investment
adviser to the Trust under terms substantially those of the
Investment Advisory Agreement or if at any time the Adviser
ceases to be a subsidiary owned at least 50% (in terms of
voting rights) under common control with BFA, then this
Agreement shall immediately terminate as of a date 30 days
from the date of such event, unless within such 30-day
period BFA gives written notice to the Trust that it waives
such termination. The Trust specifically acknowledges and
accepts the relationship between separate capacities of BFA
hereunder and as the Adviser.
6. Limitation of BFA's Liability. BFA shall not be liable
for any loss incurred in connection with any of its services
hereunder, nor for any action taken, suffered or omitted and
believed by it to be advisable or within the scope of its
authority of discretion, except for acts or omissions
involving willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties assumed by it under this
Agreement.
7. Force Majeure. It is specifically agreed by the parties
that if BFA is delayed in the performance of any of the
services to be performed by it hereunder or prevented
entirely or in part from performing such services due to
causes or events beyond its control, then such delay or non-
performance may either be excused and the reasonable time
for performance thereby extended as necessary, or if such
delay or non-performance continues for 30 days then the
Trust may cancel this Agreement immediately thereafter or at
any time prior to the cessation of delay or resumption of
performance by BFA; but BFA shall not otherwise be liable
for and the Trust shall otherwise hold it harmless from any
such delay or non-performance. "Causes or events beyond
control" shall include, without limitation, the following:
Acts of God; interruption of power or other utility,
transportation or communications services; malfunction of
computer equipment; acts of civil or military authority;
sabotage national emergencies, war, explosion, flood,
accident, earthquake, fire, or other catastrophe; strike or
other labor problem; shortage of suitable parts, material,
labor or transportation; or present or future law,
governmental order, rule, regulations or official policy.
8. Limitation of Trust's Liability. BFA acknowledges that
it has received notice of and accepts the limitations upon
the Trust's liability set forth in its Declaration of Trust.
BFA agrees that the Trust's obligations hereunder in any
case shall be limited to the Trust and to its assets and
that BFA shall not seek satisfaction of any such obligation
from the shareholders of the Trust nor from any Trustee,
officer, employee or agent of the Trust.
9. Term of Agreement. This Agreement shall continue in
effect for two years from the date of its execution; and it
shall continue in force thereafter (but subject to the
termination provisions below), provided that it is
specifically approved at least annually by the Trustees of
the Trust or a majority vote of the outstanding securities
of each series and class of the Trust's shares with respect
to which it is to continue in effect, and in either case by
either case by the vote of a majority of the Trustees who
are not interested persons of the Trust, cast in person at a
meeting called for that purpose.
10. Termination by Notice. Notwithstanding any provision of
this Agreement, it may be terminated at any time without
penalty, by the Trustees of the Trust or, with respect to
any series or class of the Trust's shares, by the vote of
the majority of the outstanding voting securities of such
series or class, or by BFA, upon thirty days written notice
to the other party.
11. Termination upon Assignment. This Agreement may not be
assigned by BFA and shall automatically terminate upon any
such assignment; except that BFA may assign or transfer its
interest herein to a wholly-owned subsidiary of BFA, or to
another entity operated substantially under common control
with BFA, provided BFA represents to the Trust that
substantial continuity of management, personnel and services
previously available to the Trust will be maintained
following such assignment or transfer and that the Trustees
of the Trust (including a majority of the Trustees who are
not interested persons of the Trust) accept such
representation. Nothing herein shall limit the right of BFA
to obtain goods and services from other persons as described
in Section 2 above.
12. Use of Terms. The terms "affiliated person," "interested
persons," "assignment," and "majority of the outstanding
voting securities," as used herein, shall have the same
meanings as in the Investment Company Act of 1940 and any
applicable regulations thereunder. In Witness Whereof, the
parties have caused this Agreement to be signed in their
behalf by their respective officers duly authorized and
their respective seals to affixed hereto, this 31 day of July, 1996
Bankers Finance Advisors LLC
By: (signature) Katherine L. Frank
Its President/Manager
GIT Income Trust
By (signature) Thomas S. Kleppe
Trustee
By (signature) James Imhoff, Jr.
Trustee
By (signature) Lorence Wheeler
Trustee
By (signature) Frank E. Burgess
Trustee
