INCOME TRUST, N-1A/A, 1995-09-21

INCOME TRUST
N-1A/A, 1995-09-21

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<PAGE>
PAGE 1
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER

THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 1 X
File No. 811-7307

INCOME TRUST
(Exact Name of Registrant as Specified in Charter)

IDS Tower 10, Minneapolis, MN 55440-0010
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: 612-671-2772
Eileen J. Newhouse
IDS Tower 10, Minneapolis, MN 55440-0010
(Name and Address of Agent for Service)

<PAGE>
PAGE 2
PART A

Item 1-3. Responses to Items 1 through 3 have been omitted
pursuant to Paragraph 4 of Instruction F of the
General Instructions to Form N-1A.

Item 4. General Description of Registrant.

Income Trust (the Trust) is an open-end management investment
company organized as a Massachusetts business trust on May 26,
1995. The Trust consists of three series: Government Income
Portfolio, Quality Income Portfolio and Aggressive Income Portfolio
(individually, a Portfolio or collectively the Portfolios). The
Portfolios issue units of beneficial interest with a par value of
$.01 per unit without any sales charge. Units in the Portfolios
are issued solely in private placement transactions that do not
involve any public offering within the meaning of Section 4(2) of
the Securities Act of 1933, as amended (the 1933 Act). Investments
in the Portfolios may be made only by investment companies, common
or commingled trust funds or similar organizations or entities that
are accredited investors within the meaning of Regulation D under
the 1933 Act. This Registration Statement does not constitute an
offer to sell, or the solicitation of an offer to buy, any security
within the meaning of the 1933 Act. Organizations or entities that
become holders of units of beneficial interest of the Trust are
referred to herein as unitholders.

Goals and types of Portfolio investments and their risks

Government Income Portfolio seeks to provide unitholders with a
high level of current income and safety of principal consistent
with investment in government and government agency securities.
Government Income Portfolio is a diversified mutual fund that
invests at least 65% of its total assets in securities issued or
guaranteed as to principal and interest by the U.S. government and
its agencies. Most investments are in pools of mortgage loans.
Government Income Portfolio also may invest in non-governmental
debt securities, derivative instruments and money market
instruments.

Quality Income Portfolio seeks to provide unitholders with current
income and preservation of capital by investing in investment-grade
bonds. Quality Income Portfolio is a diversified mutual fund that
invests at least 90% of its net assets in the four highest
investment grades of corporate debt securities, certain unrated
debt securities the portfolio manager believes have the same
investment qualities, government securities, derivative instruments
and money market securities. Other investments may include common
and preferred stocks and convertible securities. The investments
are both U.S. and foreign.
<PAGE>
PAGE 3

Aggressive Income Portfolio seeks to provide unitholders with high
current income as its primary goal and, as its secondary goal,
capital growth. Aggressive Income Portfolio is a diversified
mutual fund that invests primarily in long-term, high-yielding,
high risk debt securities below investment grade issued by U.S. and
foreign corporations. These securities are commonly known as junk
bonds. They generally involve greater volatility of price and risk
of principal and income than higher rated securities. Aggressive
Income Portfolio also invests in government securities, investment-
grade bonds, convertible securities, common and preferred stocks,
derivative instruments and money market instruments.

Because investments involve risk, a Portfolio cannot guarantee
achieving its goals. Some of the Portfolios' investments may be
considered speculative and involve additional investment risks.
The foregoing investment goals are fundamental policies of each
Portfolio, which may not be changed unless authorized by a vote of
unitholders of the Portfolio.

Investment policies and risks

Government Income Portfolio - Government Income Portfolio invests
primarily in securities issued or guaranteed as to principal and
interest by the U.S. government, its agencies and
instrumentalities. Under normal market conditions, at least 65% of
the Portfolio's total assets will be invested in such securities.
Although Government Income Portfolio may invest in any U.S.
government securities, it is anticipated that most of the Portfolio
will consist of U.S. government securities representing part
ownership of pools of mortgage loans.

<TABLE><CAPTION>
Government Income Portfolio
Bond ratings and holdings for the calendar year
ending Dec. 31, 1995

Percent of
net assets
in unrated
S&P Rating Protection of securities
Percent of(or Moody's principal and assessed by
net assetsequivalent) interest the Advisor
<S> <C> <C> <C>
AAA Highest quality
AA High quality
A Upper medium grade
BBB Medium grade
BB Moderately speculative
B Speculative
CCC Highly speculative
CC Poor quality
C Lowest quality
D In default
Unrated Unrated securities
</TABLE>

Quality Income Portfolio - Quality Income Portfolio invests in the
four highest investment grades of marketable corporate debt
securities, certain unrated debt securities the portfolio manager
believes have the same investment qualities, government securities,
derivative instruments and money market instruments. Under normal
market conditions, at least 90% of Quality Income Portfolio's net<PAGE>
PAGE 4
assets will be in these investments. The remaining 10% of Quality
Income Portfolio's net assets may be invested in common and
preferred stocks and convertible securities. The Portfolio may
invest up to 25% of its total assets in foreign investments.

<TABLE><CAPTION>
Quality Income Portfolio
Bond ratings and holdings for the calendar year
ending Dec. 31, 1995

Aggressive Income Portfolio - Aggressive Income Portfolio primarily
invests in debt securities below investment grade issued by U.S.
and foreign corporations. Most of these will be rated BBB, BB, or
B by Standard & Poor's Corporation (S&P) or the Moody's Investors
Services, Inc. (Moody's) equivalent. However, the Portfolio may
invest in debt securities with lower ratings, including those in
default. Aggressive Income Portfolio may invest up to 10% of its
total assets in common stocks, preferred stocks that do not pay
dividends and warrants to purchase common stocks. Other
investments include investment grade bonds, convertible securities,
stocks, derivative instruments and money market instruments. The
Portfolio may invest up to 25% of its total assets in foreign
investments.

<TABLE><CAPTION>
Aggressive Income Portfolio
Bond ratings and holdings for the calendar year
ending Dec. 31, 1995

(See Description of corporate bond ratings for further information.
The information in the tables above relates to IDS Federal Income
Fund, IDS Selective Fund and IDS Extra Income Fund, funds that
transferred their assets to Government Income Portfolio, Quality
Income Portfolio and Aggressive Income Portfolio, respectively, on
_____________, 1996.)

The various types of investments described above that the portfolio
managers use to achieve investment performance are explained in
more detail in the next section and in Part B of this Registration
Statement.

Facts about investments and their risks

Debt securities: The price of bonds generally falls as interest
rates increase, and rises as interest rates decrease. The price of
a bond also fluctuates if its credit rating is upgraded or
downgraded. The price of bonds below investment grade may react
more to the ability of a company to pay interest and 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. In valuing bonds a Portfolio relies both on independent
rating agencies and the investment manager's credit analysis.

Government Income and Quality Income Portfolios do not invest in
securities below investment grade.

Securities that are subsequently downgraded in quality may continue
to be held by a Portfolio and will be sold only when the investment
manager believes it is advantageous to do so.

Debt securities 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, a 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, a Portfolio
has to sell securities to have sufficient cash to pay the
dividends.

Government securities: U.S. Treasury bonds, notes and bills, and
securities including mortgage pass through certificates of the
Government National Mortgage Association (GNMA), are guaranteed by
the United States. Other U.S. government securities are issued or
guaranteed by federal agencies or government-sponsored enterprises
but are not direct obligations of the United States. These include
securities supported by the right of the issuer to borrow from the
Treasury, such as obligations of Federal Home Loan Mortgage
Corporation (FHLMC) and Federal National Mortgage Association
(FNMA) bonds. Because the U.S. government is not obligated to
provide financial support to its instrumentalities, Government
Income Portfolio will invest only in securities issued by those
instrumentalities where the investment manager is satisfied the
credit risk is minimal.
<PAGE>
PAGE 6

Mortgage-backed securities: A mortgage pass-through certificate
represents an interest in a pool, or group, of mortgage loans
assembled by GNMA, FNMA, or FHLMC or non-governmental entities. In
pass-through certificates, both principal and interest payments,
including prepayments, are passed through to the holder of the
certificate. Prepayments on underlying mortgages result in a loss
of anticipated interest, and the actual yield (or total return) to
a Portfolio, which is influenced by both stated interest rates and
market conditions, may be different than the quoted yield on the
certificates. A Portfolio may also invest in non-governmental
mortgage-related securities and debt securities, such as bonds,
debentures and collateralized mortgage obligations secured by
mortgages on commercial real estate or residential rental
properties, provided such securities are rated A or better by
Moody's or S&P or, if not rated, are of equivalent investment
quality as determined by the Portfolio's investment manager. Some
U.S. government securities may be purchased on a when-issued basis,
which means that it may take as long as 45 days after the purchase
before the securities are delivered to the Portfolio.

Each Portfolio may invest in stripped mortgage-backed securities.
Generally, there are two classes of stripped mortgage-backed
securities: Interest Only (IO) and Principal Only (PO). IOs
entitle the holder to receive distributions consisting of all or a
portion of the interest on the underlying pool of mortgage loans or
mortgage-backed securities. POs entitle the holder to receive
distributions consisting of all or a portion of the principal of
the underlying pool of mortgage loans or mortgage-backed
securities. The cash flows and yields on IOs and POs are extremely
sensitive to the rate of principal payments (including prepayments)
on the underlying mortgage loans or mortgage-backed securities. A
rapid rate of principal payments may adversely affect the yield to
maturity of IOs. A slow rate of principal payments may adversely
affect the yield to maturity of POs. If prepayments of principal
are greater than anticipated, an investor in IOs may incur
substantial losses. If prepayments of principal are slower than
anticipated, the yield on a PO will be affected more severely than
would be the case with a traditional mortgage-backed security.

The Portfolios may purchase mortgage-backed security (MBS) put
spread options and write covered MBS call spread options. MBS
spread options are based upon the changes in the price spread
between a specified mortgage-backed security and a like-duration
Treasury security. MBS spread options are traded in the OTC market
and are of short duration, typically one to two months. A
Portfolio would buy or sell covered MBS call spread options in
situations where mortgage-backed securities are expected to under
perform like-duration Treasury securities.

Common stocks: Stock prices are subject to market fluctuations.
Stocks of larger, established companies that pay dividends may be
less volatile than the stock market as a whole. Stocks of smaller
companies may be subject to more abrupt or erratic price movements
than stocks of larger, established companies or the stock market as
a whole.
<PAGE>
PAGE 7
Preferred stocks: If a company earns a profit, it generally must
pay its preferred stockholders a dividend at a pre-established
rate.

Convertible securities: These securities generally are preferred
stocks or bonds that can be exchanged for other securities, usually
common stock, at prestated prices. When the trading price of the
common stock makes the exchange likely, the convertible securities
trade more like common stock.

Foreign investments: Securities of foreign companies and
governments may be traded in the United States, but often they are
traded only on foreign markets. Frequently, there is less
information about foreign companies and less government supervision
of foreign markets. Foreign investments are subject to political
and economic risks of the countries in which the investments are
made, including the possibility of seizure or nationalization of
companies, imposition of withholding taxes on income, establishment
of exchange controls or adoption of other restrictions that might
affect an investment adversely. If an investment is made in a
foreign market, the local currency must be purchased. This is done
by using a forward contract in which the price of the foreign
currency in U.S. dollars is established on the date the trade is
made, but delivery of the currency is not made until the securities
are received. As long as a Portfolio holds foreign currencies or
securities valued in foreign currencies, the value of those assets
will be affected by changes in the value of the currencies relative
to the U.S. dollar. Because of the limited trading volume in some
foreign markets, efforts to buy or sell a security may change the
price of the security, and it may be difficult to complete the
transaction.

Derivative instruments: A 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. A Portfolio will
use derivative instruments only to achieve the same investment
performance characteristics it could achieve by directly holding
those securities and currencies permitted under the investment
policies. The Portfolios will designate cash or appropriate liquid
assets to cover portfolio obligations. No more than 5% of each
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<PAGE>
PAGE 8
offset existing investment positions. Certain of the investments
previously discussed, including mortgage-backed securities, are
also generally regarded as derivatives. The Portfolios are not
limited as to the percentage of their assets that may be invested
in permissible investments, including derivatives, except as
otherwise explicitly provided in Part A or Part B of this
Registration Statement. For descriptions of these and any other
types of derivative instruments, see Descriptions of derivative
instruments and Part B of this Registration Statement.

Securities and derivative instruments that are illiquid: A
security or derivative 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. All securities and derivative instruments, however,
can be sold in private sales, and many may be sold to other
institutions and qualified buyers or on foreign markets. Each
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 a Portfolio's net assets will be
held in securities and derivative instruments that are illiquid.

Money market instruments: Short-term 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. Generally less than 25% of a Portfolio's
total assets are in these money market instruments. However, for
temporary defensive purposes these investments could exceed that
amount for a limited period of time.

The investment policies described above may be changed by the
board.

Lending portfolio securities: Each 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 a Portfolio's net assets.

Description of corporate bond ratings

Bond ratings concern the quality of the issuing corporation. 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, C and D. Ratings by Standard &
Poor's Corporation are AAA, AA, A, BBB, BB, B, CCC, CC, C and D.

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.<PAGE>
PAGE 9
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.

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.

Descriptions of derivative instruments

What follows are brief descriptions of derivative instruments a
Portfolio may use. At various times a 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 Part B of this
Registration Statement.
<PAGE>
PAGE 10
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 and sell an instrument
for a set price on a future date. A 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 a 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.
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.
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 11
Item 5. Management of the Fund.

The Advisor

The Trust has a board of trustees, which has the primary
responsibility for the overall management of the Portfolios and for
electing its officers who are responsible for administering day-to-
day operations.

American Express Financial Corporation, a provider of financial
services since 1894 (the Advisor), serves as the investment manager
for the Portfolios. The Advisor, located at IDS Tower 10,
Minneapolis, MN 55440-0010, is a wholly owned subsidiary of
American Express Company (American Express), a financial services
company with headquarters at American Express Tower, World
Financial Center, New York, NY 10285. The Portfolios may pay
brokerage commissions to broker-dealer affiliates of American
Express.

The Trust, on behalf of each Portfolio, pays the Advisor for
managing the assets of each Portfolio. Under its Investment
Management Services Agreement, the Advisor determines which
securities will be purchased, held or sold by each Portfolio
(subject to the direction and control of the board of trustees).
The Advisor is paid a fee for these services based on the average
daily net assets of each Portfolio, as follows:

<TABLE><CAPTION>
Government Income Portfolio
Aggressive Income Portfolio Quality Income Portfolio
Assets Annual rate at Assets Annual rate at
(billions) each asset level (billions) each asset level
<S> <C> <C> <C>
First $1.0 0.590% First $1.0 0.520%
Next 1.0 0.565 Next 1.0 0.495
Next 1.0 0.540 Next 1.0 0.470
Next 3.0 0.515 Next 3.0 0.445
Next 3.0 0.490 Next 3.0 0.420
Next 9.0 0.465 Over 9.0 0.395
</TABLE>
Under the agreement, each Portfolio also pays taxes, brokerage
commissions and nonadvisory expenses.

Under a Transfer Agency Agreement, the Advisor provides transfer
agent services (handling unitholder accounts) and administrative
services.

Portfolio managers

Government Income Portfolio

Jim Snyder joined the Advisor in 1989 as an investment analyst and
currently serves as portfolio manager. He has managed the assets
of Government Income Portfolio since 1993 after having served as
associate portfolio manager from 1992 to 1993. He also serves as
portfolio manager of IDS Life Series Fund, Government Securities
Portfolio, another fund managed by the Advisor. Prior to joining<PAGE>
PAGE 12
the Advisor, he was a Quantitative Investment Analyst at Harris
Trust.

Quality Income Portfolio

Ray Goodner joined the Advisor in 1977 and serves as vice president
and senior portfolio manager. He has managed the assets of Quality
Income Portfolio since 1985. He also manages the assets of World
Income Portfolio, another fund managed by the Advisor.

Aggressive Income Portfolio

Jack Utter joined the Advisor in 1962 and serves as senior
portfolio manager. He has managed the assets of Aggressive Income
Portfolio since 1985.

Item 5A. Response to Item 5A has been omitted pursuant to
Paragraph 4 of Instruction F of the General Instructions
to Form N-1A.

Item 6. Capital Stock and Other Securities.

The Trust is an open-end, management investment company organized
as a Massachusetts business trust on May 26, 1995 and is registered
under the Investment Company Act of 1940, as amended (the 1940
Act). The Trust is authorized to issue an unlimited number of
units of beneficial interest. Currently, the Trust has three
series, the Portfolios. All units of the Trust have one vote, and,
when issued, are fully paid, non-assessable, and redeemable.
Additional series may be added in the future by the board of
trustees, the assets and liabilities of which will be separate and
distinct from any other series.

Unitholder investments in the Trust may not be transferred pursuant
to the Agreement and Declaration of Trust, but a unitholder may
withdraw all or any portion of its investment at any time at net
asset value. Unitholders in the Trust will each be liable for all
obligations of the Trust. However, the risk of a unitholder in the
Trust incurring financial loss on account of such liability is
limited to circumstances in which both inadequate insurance existed
and the Trust itself was unable to meet its obligations.

Under the anticipated method of operation of the Trust, the
Portfolios will be partnerships that are not subject to any federal
income tax. However each unitholder in a Portfolio will be taxable
on its share (as determined in accordance with the governing
instruments of the Trust) of the Portfolio's ordinary income and
capital gain pursuant to the rules governing the unitholders. The
determination of each Portfolio's share will be made in accordance
with the Internal Revenue Code of 1986, as amended (the Code),
regulations promulgated thereunder and the agreement between the
parties.

The Portfolios' taxable year-end will be May 31. It is intended
that the Portfolios' assets, income and distributions will be
managed in such a way that a unitholder in a Portfolio will be able
to satisfy the requirements of Subchapter M of the Code assuming
that the unitholder invested all of its assets in the Portfolio.
<PAGE>
PAGE 13
There are certain tax issues that will be relevant to only certain
of the unitholders, specifically, unitholders who contribute assets
rather than cash to a Portfolio. It is intended that contributions
of assets will not be taxable provided certain requirements are
met. Such unitholders are advised to consult their own tax
advisors as to the tax consequences of an investment in a
Portfolio.

Item 7. Purchase of Securities Being Offered.

The Portfolios' units have not been registered under the 1933 Act,
which means that their units may not be sold publicly. However,
the Portfolios may sell their units through private placements
pursuant to available exemptions from that Act.

Units of the Portfolios are sold only to other investment companies
and certain institutional investors. All units are sold without a
sales charge. Units are purchased at the net asset value next
determined after a Portfolio receives the order in proper form.
All investments in a Portfolio are credited to the unitholder's
account in the form of full and fractional units of the Portfolio
(rounded to the nearest 1/1000 of a unit). The Portfolios do not
issue stock certificates.

Units of the Portfolios may be purchased (minimum investment of
$5,000,000 initially with no minimum on subsequent investments) at
their current net asset value, without a sales charge.

Net asset value (NAV) is the total value of a Portfolio's
investments and other assets, less any liabilities, divided by the
number of units outstanding. The NAV is the price at which
Portfolio units are purchased and the price received when units are
redeemed. The number of units outstanding is equal to the net
value, in dollars, of the Portfolio. Accordingly, the net asset
value of a single unit will always be $1.00. A Portfolio's net
asset value (assets less liabilities) usually changes from day to
day, and is calculated at the close of business, normally 3 p.m.
Central time, each business day (any day the New York Stock
Exchange is open). The value of a Portfolio's assets generally
declines as interest rates increase and rises as interest rates
decline.

American Express Financial Advisors Inc. (the Placement Agent), a
wholly owned subsidiary of the Advisor, serves as the Placement
Agent for the Trust. The Placement Agent is located at IDS Tower
10, Minneapolis, MN 55440-0010.

Item 8. Redemption or Repurchase.

As stated above in response to Item 7, the Portfolios' units have
not been registered under the 1933 Act, which means that their
units are restricted securities which may not be sold unless
registered or pursuant to an available exemption from that Act.

Redemptions are processed on any date on which the Portfolio is
open for business and are effected at the Portfolio's net asset
value next determined after the Portfolio receives a redemption
request in good form.
<PAGE>
PAGE 14

Payment for redeemed units will be made promptly, but in no event
later than seven days after receipt of the redemption request in
good form. However, the right of redemption may be suspended or
the date of payment postponed in accordance with the rules under
the 1940 Act. Each Portfolio reserves the right upon 30-days'
written notice to redeem, at net asset value, the units of any
unitholder whose account (except for IRAs) has a value of less than
$1,000,000 as a result of voluntary redemptions. Redemptions are
taxable events, and the amount received upon redemption may be more
or less than the amount paid for the units depending upon the
fluctuations in the market value of the assets owned by the
Portfolio.

Item 9. Pending Legal Proceedings.

Not Applicable.

<PAGE>
PAGE 15
PART B

Item 10: Cover Page
Not applicable.

Item 11: Table of Contents
Not applicable.

Item 12: General Information and History
Not applicable.

Item 13: Investment Objectives and Policies

Government Income Portfolio, Quality Income Portfolio, and
Aggressive Income Portfolio individually referred to herein as a
Portfolio, or collectively as the Portfolios) are underlying series
portfolios of Income Trust (the Trust). Each Portfolio has its own
objectives and investment policies. Please refer to Item 4 of Part
A for the objectives of each Portfolio.

Fundamental Investment Policies Applicable to all Portfolios

These are investment policies in addition to those presented in the
prospectus. The policies below are fundamental policies of a
Portfolio and may be changed only with unitholder approval. Unless
holders of a majority of the outstanding units agree to make the
change, each Portfolio will not:

'Invest more than 5% of its total assets, at market value, in
securities of any one company, government or political subdivision
thereof, except the limitation will not apply to investments in
securities issued by the U.S. government, its agencies or
instrumentalities, and except that up to 25% of a Portfolio's total
assets may be invested without regard to this limitation.

'Purchase more than 10% of the outstanding voting securities of an
issuer.

'Buy or sell real estate, unless acquired as a result of ownership
of securities or other instruments, except this shall not prevent a
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 a 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.

'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 Portfolios have not borrowed in the past
and have no present intention to borrow.
<PAGE>
PAGE 16
'Make cash loans, if the total commitment amount exceeds 5% of the
fund's total assets.

'Lend portfolio securities in excess of 30% of its net assets, at
market value. 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 the investment
manager believes the opportunity for additional income outweighs
the risks.

'Issue senior securities, except that this restriction shall not be
deemed to prohibit the Portfolio from borrowing money from banks,
lending its securities, or entering into repurchase agreements or
options or futures contracts.

'Concentrate in any one industry. According to the present
interpretation by the Securities and Exchange Commission (SEC),
this means no more than 25% of the Portfolio's total assets, based
on current market value at the time of purchase, can be invested in
any one industry.

'Act as an underwriter (sell securities for others). However,
under the securities laws, a Portfolio may be deemed to be an
underwriter when it purchases restricted securities directly from
the issuer and later resells them.

Fundamental Policies Applicable to Government Income Portfolio and
Quality Income Portfolio:

Each Portfolio will not:

'Make a loan of any part of its assets to the Advisor, to the board
members and officers of the Advisor or to its own board members and
officers.

'Purchase securities of an issuer if the board members and officers
of the Funds investing in the Portfolio, the Portfolio and the
Advisor hold more than a certain percentage of the issuer's
outstanding securities. The holdings of all board members and
officers 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.

Fundamental Policies Applicable to Government Income Portfolio:

Government Income Portfolio will not:

'Buy any property or security (other than securities issued by the
Portfolio) from any board members or officer of the Advisor or the<PAGE>
PAGE 17
Portfolio, nor will the Portfolio sell any property or security to
them.

Non-Fundamental Policies Applicable to all Portfolios:

The policies below are non-fundamental and may be changed without
unitholder approval. Unless changed by the board, each will not:

'Invest more than 5% of its net assets in warrants. Under one
state's law, no more than 2% of a Portfolio's net assets may be
invested in warrants not listed on the New York or American Stock
Exchange.

'Pledge or mortgage its assets beyond 15% of total assets. If a
Portfolio were ever to do so, valuation of the pledged or mortgaged
assets would be based on market values. For purposes of this
restriction, collateral arrangements for margin deposits on a
futures contract are not deemed to be a pledge of assets.

'Invest more than 5% of its total assets in securities of
companies, including any predecessors, that have a record of less
than three years continuous operations.

'Invest more than 10% of its total assets in securities of
investment companies. The Portfolios have no current intention to
invest in securities of other investment companies.

'Buy on margin or sell short, except they may enter into interest
rate future contracts.

'Invest in a company to control or manage it.

'Invest in exploration or development programs, such as oil, gas or
mineral leases.

'Invest more than 10% of a Portfolio's net assets in securities and
derivative instruments that are illiquid. For purposes of this
policy illiquid securities include some privately placed
securities, public securities and Rule 144A securities that for one
reason or another may no longer have a readily available market,
repurchase agreements with maturities greater than seven days,
loans and loan participations (for Quality Income Portfolio and
Aggressive Income Portfolio only), non-negotiable fixed-time
deposits and over-the-counter options. For purposes of complying
with Ohio law, the Portfolio will not invest more than 15% of its
total assets in a combination of illiquid securities, 144A
securities and securities of companies, including any predecessor,
that has a record of less than three years continuous operations.
<PAGE>
PAGE 18
In determining the liquidity of Rule 144A securities, which are
unregistered securities offered to qualified institutional buyers,
the investment advisor to the Portfolios, under guidelines
established by the board, will consider any relevant factors
including the frequency of trades, the number of dealers willing to
purchase or sell the security and the nature of marketplace trades.

In determining the liquidity of commercial paper issued in
transactions not involving a public offering under Section 4(2) of
the Securities Act of 1933, the investment advisor to the
Portfolios, 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.

Each Portfolio may maintain a portion of its assets in cash and
cash-equivalent investments. The cash-equivalent investments a
Portfolio may use are short-term U.S. and Canadian government
securities and negotiable certificates of deposit, non-negotiable
fixed-time deposits, bankers' acceptances and letters of credit of
banks or savings and loan associations having capital, surplus and
undivided profits (as of the date of their 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. Any cash-equivalent investments in foreign
securities will be subject to any limitations on foreign
investments described in the prospectus. A Portfolio also may
purchase short-term commercial paper rated P-2 or better by Moody's
or A-2 or better by S&P (in the case of Quality Income Portfolio
and Aggressive Income Portfolio, short-term corporate notes and
obligations rated in the top two classifications by Moody's or S&P)
or the equivalent and may use repurchase agreements with broker-
dealers registered under the Securities Exchange Act of 1934 and
with commercial banks. 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.

Non-Fundamental Policy Applicable to Government Income Portfolio:

Government Income Portfolio will not:

'Invest in a company if the Portfolio's investments would result in
the total holdings of all Trusts in the Trust Group of Funds being
in excess of 15% of that company's issued units.

Non-Fundamental Policy Applicable to Aggressive Income Portfolio:

Aggressive Income Portfolio will not:

'Purchase securities of an issuer if the board members and officers
of the Funds investing in the Portfolio, the Portfolio and of the
Advisor hold more than a certain percentage of the issuer's
outstanding securities. The holdings of all board members and
officers 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.
<PAGE>
PAGE 19

For a description of commercial paper ratings, foreign currency
transactions, and options and interest rate futures contracts, see
descriptions below.

DESCRIPTION OF COMMERCIAL PAPER RATINGS AND ADDITIONAL INFORMATION
ON INVESTMENT POLICIES

Commercial paper rated Prime-1 (P-1) by Moody's or A-1 by S&P
indicates that the degree of safety regarding timely repayment is
either overwhelming or very strong.

Commercial paper rated P-2 or A-2 indicates that capacity for
timely payment on issues with this designation is strong.

FOREIGN CURRENCY TRANSACTIONS

Since investments in foreign countries usually involve currencies
of foreign countries, and since a Portfolio may hold cash and cash-
equivalent investments in foreign currencies, the value of a
Portfolio's assets as measured in U.S. dollars may be affected
favorably or unfavorably by changes in currency exchange rates and
exchange control regulations. Also, a Portfolio may incur costs in
connection with conversions between various currencies.

Spot Rates and Forward Contracts. A Portfolio conducts its foreign
currency exchange transactions either at the spot (cash) rate
prevailing in the foreign currency exchange market or by entering
into forward currency exchange contracts (forward contracts) as a
hedge against fluctuations in future foreign exchange rates. A
forward contract involves an obligation to buy or sell a specific
currency at a future date, which may be any fixed number of days
from the contract date, at a price set at the time of the contract.
These contracts are traded in the interbank market conducted
directly between currency traders (usually large commercial banks)
and their customers. A forward contract generally has no deposit
requirements. No commissions are charged at any stage for trades.

A Portfolio may enter into forward contracts to settle a security
transaction or handle dividend and interest collection. When a
portfolio enters into a contract for the purchase or sale of a
security denominated in a foreign currency or has been notified of
a dividend or interest payment, it may desire to lock in the price
of the security or the amount of the payment in dollars. By
entering into a forward contract, a Portfolio will be able to
protect itself against a possible loss resulting from an adverse
change in the relationship between different currencies from the
date the security is purchased or sold to the date on which payment
is made or received or when the dividend or interest is actually
received.

A Portfolio also may enter into forward contracts when management
of a Portfolio believes the currency of a particular foreign
country may suffer a substantial decline against another currency.
It may enter into a forward contract to sell, for a fixed amount of
dollars, the amount of foreign currency approximating the value of
some or all of a Portfolio's securities denominated in such foreign
currency. The precise matching of forward contract amounts and<PAGE>
PAGE 20
value of securities involved generally will not be possible since
the future value of such securities in foreign currencies more than
likely will change between the date the forward contract is entered
into and the date it matures. The projection of short-term
currency market movements is extremely difficult and successful
execution of a short-term hedging strategy is highly uncertain. A
Portfolio will not enter into such forward contracts or maintain a
net exposure to such contracts when consummating the contracts
would obligate a Portfolio to deliver an amount of foreign currency
in excess of the value of a Portfolio's securities or other assets
denominated in that currency.

A Portfolio will designate cash or securities in an amount equal to
the value of a Portfolio's total assets committed to consummating
forward contracts entered into under the second circumstance set
forth above. If the value of the securities declines, additional
cash or securities will be designated on a daily basis so that the
value of the cash or securities will equal the amount of a
Portfolio's commitments on such contracts.

At maturity of a forward contract, a Portfolio may either sell the
security and make delivery of the foreign currency or retain the
security and terminate its contractual obligation to deliver the
foreign currency by purchasing an offsetting contract with the same
currency trader obligating it to buy, on the same maturity date,
the same amount of foreign currency.

If a Portfolio retains a security and engages in an offsetting
transaction, a Portfolio will incur a gain or a loss (as described
below) to the extent there has been movement in forward contract
prices. If a Portfolio engages in an offsetting transaction, it
may subsequently enter into a new forward contract to sell the
foreign currency. Should forward prices decline between the date a
Portfolio enters into a forward contract for selling foreign
currency and the date it enters into an offsetting contract for
purchasing the foreign currency, a Portfolio will realize a gain to
the extent that the price of the currency it has agreed to sell
exceeds the price of the currency it has agreed to buy. Should
forward prices increase, a Portfolio will suffer a loss to the
extent the price of the currency it has agreed to buy exceeds the
price of the currency it has agreed to sell.

It is impossible to forecast what the market value of securities
will be at the expiration of a contract. Accordingly, it may be
necessary for a portfolio to buy additional foreign currency on the
spot market (and bear the expense of such purchase) if the market
value of the security is less than the amount of foreign currency a
Portfolio is obligated to deliver and a decision is made to sell
the security and make delivery of the foreign currency.
Conversely, it may be necessary to sell on the spot market some of
the foreign currency received on the sale of the security if its
market value exceeds the amount of foreign currency a Portfolio is
obligated to deliver.

A Portfolio's dealing in forward contracts will be limited to the
transactions described above. This method of protecting the value
of securities against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities.
It simply establishes a rate of exchange that can be achieved at<PAGE>
PAGE 21
some point in time. Although such forward contracts tend to
minimize the risk of loss due to a decline in value of hedged
currency, they tend to limit any potential gain that might result
should the value of such currency increase.

Although a Portfolio values its assets each business day in terms
of U.S. dollars, it does not intend to convert its foreign
currencies into U.S. dollars on a daily basis. It will do so from
time to time, and unitholders should be aware of currency
conversion costs. Although foreign exchange dealers do not charge
a fee for conversion, they do realize a profit based on the
difference (spread) between the prices at which they are buying and
selling various currencies. Thus, a dealer may offer to sell a
foreign currency to a Portfolio at one rate, while offering a
lesser rate of exchange should a Portfolio desire to resell that
currency to the dealer.

Options on Foreign Currencies. A Portfolio may buy put and write
covered call options on foreign currencies for hedging purposes.
For example, a decline in the dollar value of a foreign currency in
which securities are denominated will reduce the dollar value of
such securities, even if their value in the foreign currency
remains constant. In order to protect against such diminutions in
the value of securities, a Portfolio may buy put options on the
foreign currency. If the value of the currency does decline, a
Portfolio will have the right to sell such currency for a fixed
amount in dollars and will thereby offset, in whole or in part, the
adverse effect on its portfolio which otherwise would have
resulted.

As in the case of other types of options, however, the benefit to a
Portfolio derived from purchases of foreign currency options will
be reduced by the amount of the premium and related transaction
costs. In addition, where currency exchange rates do not move in
the direction or to the extent anticipated, a Portfolio could
sustain losses on transactions in foreign currency options which
would require it to forego a portion or all of the benefits of
advantageous changes in such rates.

A Portfolio may write options on foreign currencies for the same
types of hedging purposes. For example, when a portfolio
anticipates a decline in the dollar value of foreign-denominated
securities due to adverse fluctuations in exchange rates, it could,
instead of purchasing a put option, write a call option on the
relevant currency. If the expected decline occurs, the option will
most likely not be exercised and the diminution in value of
securities will be fully or partially offset by the amount of the
premium received.

As in the case of other types of options, however, the writing of a
foreign currency option will constitute only a partial hedge up to
the amount of the premium, and only if rates move in the expected
direction. If this does not occur, the option may be exercised and
a Portfolio would be required to buy or sell the underlying
currency at a loss which may not be offset by the amount of the
premium. Through the writing of options on foreign currencies, a
portfolio also may be required to forego all or a portion of the<PAGE>
PAGE 22
benefits which might otherwise have been obtained from favorable
movements on exchange rates.

All options written on foreign currencies will be covered. An
option written on foreign currencies is covered if a portfolio
holds currency sufficient to cover the option or has an absolute
and immediate right to acquire that currency without additional
cash consideration upon conversion of assets denominated in that
currency or exchange of other currency held in its portfolio. An
option writer could lose amounts substantially in excess of its
initial investments, due to the margin and collateral requirements
associated with such positions.

Options on foreign currencies are traded through financial
institutions acting as market-makers, although foreign currency
options also are traded on certain national securities exchanges,
such as the Philadelphia Stock Exchange and the Chicago Board
Options Exchange, subject to SEC regulation. In an over-the-
counter trading environment, many of the protections afforded to
exchange participants will not be available. For example, there
are no daily price fluctuation limits, and adverse market movements
could therefore continue to an unlimited extent over a period of
time. Although the purchaser of an option cannot lose more than
the amount of the premium plus related transaction costs, this
entire amount could be lost.

Foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the OCC, thereby
reducing the risk of counterparty default. Further, a liquid
secondary market in options traded on a national securities
exchange may be more readily available than in the over-the-counter
market, potentially permitting a Portfolio to liquidate open
positions at a profit prior to exercise or expiration, or to limit
losses in the event of adverse market movements.

The purchase and sale of exchange-traded foreign currency options,
however, is subject to the risks of availability of a liquid
secondary market described above, as well as the risks regarding
adverse market movements, margining of options written, the nature
of the foreign currency market, possible intervention by
governmental authorities and the effects of other political and
economic events. In addition, exchange-traded options on foreign
currencies involve certain risks not presented by the over-the-
counter market. For example, exercise and settlement of such
options must be made exclusively through the OCC, which has
established banking relationships in certain foreign countries for
the purpose. As a result, the OCC may, if it determines that
foreign governmental restrictions or taxes would prevent the
orderly settlement of foreign currency option exercises, or would
result in undue burdens on OCC or its clearing member, impose
special procedures on exercise and settlement, such as technical
changes in the mechanics of delivery of currency, the fixing of
dollar settlement prices or prohibitions on exercise.

Foreign Currency Futures and Related Options. A Portfolio may
enter into currency futures contracts to sell currencies. It also
may buy put and write covered call options on currency futures.
Currency futures contracts are similar to currency forward<PAGE>
PAGE 23
contracts, except that they are traded on exchanges (and have
margin requirements) and are standardized as to contract size and
delivery date. Most currency futures call for payment of delivery
in U.S. dollars. A portfolio may use currency futures for the same
purposes as currency forward contracts, subject to CFTC
limitations, including the limitation on the percentage of assets
that may be used, described in the prospectus. All futures
contracts are aggregated for purposes of the percentage
limitations.

Currency futures and options on futures values can be expected to
correlate with exchange rates, but will not reflect other factors
that may affect the values of a Portfolio's investments. A
currency hedge, for example, should protect a Yen-denominated bond
against a decline in the Yen, but will not protect the portfolio
against price decline if the issuer's creditworthiness
deteriorates. Because the value of a Portfolio's investments
denominated in foreign currency will change in response to many
factors other than exchange rates, it may not be possible to match
the amount of a forward contract to the value of a Portfolio's
investments denominated in that currency over time.

A Portfolio will hold securities or other options or futures
positions whose values are expected to offset its obligations. A
Portfolio will not enter into an option or futures position that
exposes a Portfolio to an obligation to another party unless it
owns either (i) an offsetting position in securities or (ii) cash,
receivables and short-term debt securities with a value sufficient
to cover its potential obligations.

OPTIONS AND INTEREST RATE FUTURES CONTRACTS

A Portfolio may buy or write options traded on any U.S. exchange or
in the over-the-counter market. A Portfolio may enter into
interest rate futures contracts traded on any U.S. exchange. A
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, a Portfolio could be
required to buy or sell securities at disadvantageous prices,
thereby incurring losses. A Portfolio will not purchase options or
write covered put options if the value of the underlying assets
exceeds 10% of the value of its net assets. There is no limit on
the use of derivatives.

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<PAGE>
PAGE 24
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 a
Portfolio and its shareholders by improving a 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. They also may be used for investment. 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 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, a 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 a Portfolio for investment
purposes. Options permit a Portfolio to experience the change in
the value of a security with a relatively small initial cash
investment. The risk a Portfolio assumes when it buys an option is
the loss of the premium. To be beneficial to a 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. A Portfolio will write covered options
when it feels it is appropriate and will follow these guidelines:
<PAGE>
PAGE 25
'Underlying securities will continue to be bought or sold solely on
the basis of investment considerations consistent with a
Portfolio's goal.

'All options written by a Portfolio will be covered. For covered
call options if a decision is made to sell the security, a
Portfolio will attempt to terminate the option contract through a
closing purchase transaction.

'A 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 a 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. Some regulations also affect the
Custodian. When a covered call option is written, the Custodian
segregates the underlying securities and issues a receipt. There
are certain rules regarding banks issuing such receipts that may
restrict the amount of covered call options written.

Net premiums on call options closed or premiums on expired call
options are treated as short-term capital gains. Since a 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.

If a covered call option is exercised, the security is sold by the
Portfolio. A 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 a
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.

Options on Government National Mortgage Association (GNMA)
certificates and certain other securities are not actively traded
on any exchange, but may be entered into directly with a dealer.
When a Portfolio writes such an option, the Custodian will
segregate assets as appropriate to cover the option. However,
since the remaining principal balance of GNMA certificates declines
each month as a result of mortgage payments, a Portfolio may find
that the GNMA certificates it holds as cover no longer have a
sufficient remaining principal balance for this purpose. A GNMA
certificate held by a Portfolio also may cease to represent cover
for the option if the GNMA coupon rate at which new pools are
originated under the FHA/VA loan ceiling in effect at any given
time is reduced. If either event should occur, a Portfolio will
either enter into a closing purchase transaction or replace
certificates with certificates that represent cover. When a
Portfolio closes its position or replaces certificates, it may
realize an unanticipated loss and incur transaction costs.
<PAGE>
PAGE 26
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 a 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, a Portfolio
immediately is paid the difference and realizes a gain. If the
offsetting purchase price exceeds the sale price, a Portfolio pays
the difference and realizes a loss. Similarly, closing out a
futures contract purchase is effected by a Portfolio entering into
a futures contract sale. If the offsetting sale price exceeds the
purchase price, a Portfolio realizes a gain, and if the offsetting
sale price is less than the purchase price, a 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 a
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 a 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.

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 a 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 a
Portfolio owns. If interest rates did increase, the value of the
debt securities in a Portfolio would decline, but the value of a
Portfolio's futures contracts would increase at approximately the
same rate, thereby keeping the net asset value of a Portfolio from
declining as much as it otherwise would have. If, on the other
hand, a Portfolio held cash reserves and interest rates were
expected to decline, a 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<PAGE>
PAGE 27
a Portfolio's earnings. Even if short-term rates were not higher,
a 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, a 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 a
Portfolio's cash reserves could then be used to buy long-term bonds
on the cash market. A 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, a 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
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 a Portfolio.

RISKS. There are risks in engaging in each of the management tools
described above. The risk the fund 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 or on
securities held in a 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. A 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 a
Portfolio's obligation, however, might be more or less than the
premium received when it originally wrote the option. Furthermore,
a portfolio might not be able to close the option because of
insufficient activity in the options market.
<PAGE>
PAGE 28
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 a Portfolio's 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 a 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
movementstake place. For example, if a Portfolio sold futures
contracts for the sale of securities in anticipation of an increase
in interest rates, and interest rates declined instead, a Portfolio
would lose money on the sale.

TAX TREATMENT. As permitted under federal income tax laws, each
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 a Portfolio being required to defer recognizing losses
incurred by entering into futures contracts and losses on
underlying securities identified as being hedged against.

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 such option is a 1256
contract, a Portfolio will either mark these options to market or
will identify them as part of a mixed straddle and not treat them
as having been sold at the end of the year at market value.
Certain provisions of the Internal Revenue Code may also limit a
portfolio's ability to engage in futures contracts and related
options transactions. For example, at the close of each quarter of
a 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, a
Portfolio may be required to defer closing out a contract beyond
the time when it might otherwise be advantageous to do so. A
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 (a Portfolio's agent in
acquiring the futures position). During the period the futures
contract is open, changes in value of the contract will be<PAGE>
PAGE 29
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.

The Portfolio turnover rates for the following calendar years were:

199_ 199_
Government Income Portfolio % %
Quality Income Portfolio
Aggressive Income Portfolio

Turnover rates are based on the turnover rates of the corresponding
IDS Funds for periods prior to ____ (the Portfolio's commencement
of operations).

Item 14: Management of the Fund

BOARD MEMBERS AND OFFICERS

The following is a list of the Trust's board members who are also
board members of all other Trusts in the Trust Group of Funds. All
units have cumulative voting rights when voting on the election of
board members.

Trustees and Officers

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, and FPL Group, Inc. (holding company for Florida
Power and Light), and the Interpublic Group of Companies, Inc.
(advertising).

William H. Dudley+**
Born in 1932.
2900 IDS Tower
Minneapolis, MN

Executive vice president and director of AEFC.

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.<PAGE>
PAGE 30
David R. Hubers**
Born in 1943.
2900 IDS Tower
Minneapolis, MN

President, chief executive officer and director of AEFC.
Previously, senior vice president, finance and chief financial
officer of AEFC.

Heinz F. Hutter+
Born in 1929.
P.O. Box 5724
Minneapolis, MN

President and chief operating officer, Cargill, Incorporated
(commodity merchants and processors) from February 1991 to
September 1994. Executive vice president from 1981 to February
1991.

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.

Donald M. Kendall'
Born in 1921.
PepsiCo, Inc.
Purchase, NY

Former chairman and chief executive officer, PepsiCo, 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. Chairman of the board, COMSAT
Corporation, 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).

Lewis W. Lehr'
Born in 1921.
3050 Minnesota World Trade Center
30 E. Seventh St.
St. Paul, MN

Former chairman of the board and chief executive officer, Minnesota
Mining and Manufacturing Company (3M). Director, Jack Eckerd<PAGE>
PAGE 31
Corporation (drugstores). Advisory Director, Peregrine Inc.
(microelectronics).

William R. Pearce+*
Born in 1927.
901 S. Marquette Ave.
Minneapolis, MN

President of the Trust Group of Funds 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). Chairman of the
board, Mayo Foundation (healthcare). Former chairman of the board
and chief executive officer, Honeywell Inc. Director, Boise
Cascade Corporation (forest products) and CBS Inc. Member of
International Advisory Councils, Robert Bosch (Germany) and NEC
(Japan).

John R. Thomas**
Born in 1937.
2900 IDS Tower
Minneapolis, MN

Senior vice president and director of AEFC.

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.
1101 S. 3rd St.
Minneapolis, MN

Chairman of the board and 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 by reason of being an officer and employee of
the fund.
**Interested person by reason of being an officer, board member,
employee and/or shareholder of AEFC or American Express.
<PAGE>
PAGE 32

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
Trust Group of Funds and in the IDS MUTUAL FUND GROUP.

Peter J. Anderson
Born in 1942.
IDS Tower 10
Minneapolis, MN

Vice president-investments of all Trusts in the Trust Group of
Funds and in the IDS MUTUAL FUND GROUP. Director and senior vice
president-investments of AEFC.

Melinda S. Urion
Born in 1953.
IDS Tower 10
Minneapolis, MN

Treasurer of all Trusts in the Trust Group of Funds and in the IDS
MUTUAL FUND GROUP. Vice president and corporate controller of
AEFC. Director and executive vice president and controller of IDS
Life Insurance Company.

<TABLE><CAPTION>
The following is an estimate of compensation expected to be paid to the Trust's board members for the
fiscal year ending _______________, 1996:

Compensation Table

Pension or
Retirement
Aggregate Benefits Accrued Estimated Annual Total Compensation
Compensation as Part of Benefits Open from the Trust Group
Board Members from the Trust Portfolio Expenses Retirement of Funds ?
<S> <C> <C> <C>
</TABLE>
On _________________, the Trust's board members and officers as a
group owned less than 1% of the outstanding units.

Item 15: Control Persons and Principal Holder of Securities
Not applicable.

Item 16: Investment Advisory and Other Services

AGREEMENTS

Custodian

The Trust's securities and cash are held by American Express Trust
Company, 1200 Northstar Center West, 625 Marquette Ave.,<PAGE>
PAGE 33
Minneapolis, MN 55402-2307, through 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 Portfolios pay the custodian a maintenance charge per
Portfolio and a charge per transaction in addition to reimbursing
the custodian's out-of-pocket expenses.

Investment Management Services Agreement

The Trust, on behalf of each Portfolio, has an Investment
Management Services Agreement with the Advisor. For its services,
the Advisor is paid a fee from the assets of each portfolio, based
upon the following schedule:
<TABLE><CAPTION>
Government Income Portfolio
Aggressive Income Portfolio Quality Income Portfolio

Assets Annual rate at Assets Annual rate at
(billions) each asset level (billions) each asset level
<S> <C> <C> <C>
First $1.0 0.590% First $1.0 0.520%
Next 1.0 0.565 Next 1.0 0.495
Next 1.0 0.540 Next 1.0 0.470
Next 3.0 0.515 Next 3.0 0.445
Next 3.0 0.490 Next 3.0 0.420
Over 9.0 0.465 Over 9.0 0.395
</TABLE>
The fee is calculated for each calendar day on the basis of net
assets as the close of business two days prior to the day for which
the calculation is made. The management fee is paid monthly.

Under the current Agreement, each Portfolio also pays taxes,
brokerage commissions and nonadvisory expenses, including custodian
fees; audit and certain legal fees; fidelity bond premiums;
registration fees for units; Portfolio 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 Portfolios, approved by the board.

Transfer Agency Agreement

The Trust, on behalf of each Portfolio, 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 unitholder account
administration agent functions in connection with the issuance,
exchange and redemption or repurchase of the Portfolios' units.
The fee is determined by multiplying the number of unitholder
accounts at the end of the day by a rate of ____ per year and
dividing by the number of days in that year.

Placement Agency Agreement

Pursuant to a Placement Agency Agreement, the Distributor acts as
placement agent of the units of the Trust.
<PAGE>
PAGE 34
Item 17: Brokerage Allocations and Other Practices

PORTFOLIO TRANSACTIONS

Subject to policies set by the board, the Advisor is authorized to
determine, consistent with each 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 portfolio in the Trust Group
of Portfolios. The Advisor carefully monitors compliance with its
Code of Ethics.

Normally, a 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.

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
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.

When paying a commission that might not otherwise be charged or a
commission in excess of the amount another broker might charge, the<PAGE>
PAGE 35
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 a
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
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 the 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 the Trusts in the
Trust Group of Funds and 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 a Portfolio is made independently
from any decision made for the other portfolios or accounts advised
by the Advisor or any of its subsidiaries. When a 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 a
Portfolio, a 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.

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 Portfolios
according to procedures adopted by the Trust's board and to the<PAGE>
PAGE 36
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 a 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 a 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.

Item 18: Capital Stock and Other Securities

The information in response to this item is provided in addition to
information provided in Item 6 of Part A.

The Declaration of Trust dated May 26, 1995, a copy of which is on
file in the office of the Secretary of the Commonwealth of
Massachusetts, authorizes the issuance of units of beneficial
interest in the Trust without par value. Each unit of a Portfolio
has one vote and shares equally in dividends and distributions when
and if declared by the board and in each Portfolio's net assets
upon liquidation. All units, when issued, are fully paid and non-
assessable. There are no preemptive, conversion or exchange
rights.

The board may classify or reclassify any unissued units of the
Trust into units of any series by setting or changing in any one or
more respect, from time to time, prior to the issuance of such
units, the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, or qualifications, of
such units. Any such classification or reclassification will
comply with the provisions of the 1940 Act.

The overall management of the business of each Portfolio is vested
with the board members. The board members approve all significant
agreements between the Portfolios and persons or companies
furnishing services to the Portfolios. The day-to-day operations
of the Portfolios are delegated to the officers of the Trust
subject to the investment objective and policies of each Portfolio,
the general supervision of the board members and the applicable
laws of The Commonwealth of Massachusetts.

Generally, there will not be annual meetings of unitholders.
Unitholders may remove board members from office by votes cast at a
meeting of unitholders or by written consent.
<PAGE>
PAGE 37

Under Massachusetts law, unitholders could, under certain
circumstances, be held liable for the obligations of the Trust.
However, the Declaration of Trust disclaims unitholder liability
for acts or obligations of the Trust and requires that notice of
such disclaimer be given in each agreement, obligation or
instrument entered into or executed by the Trust. The Declaration
of Trust provides for indemnification out of the Trust property for
all loss and expense of any unitholder of the Trust held liable on
account of being or having been a unitholder. Thus, the risk of a
unitholder incurring financial loss on account of unitholder
liability is limited to circumstances in which the Trust would be
unable to meet its obligations wherein the complaining party was
held out not to be bound by the disclaimer.

The Declaration of Trust further provides that the board members
will not be liable for errors of judgment or mistakes of fact or
law. However, nothing in the Declaration of Trust protects a board
member against any liability to which the board member would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involving the
conduct of his or her office. The Declaration of Trust provides
for indemnification by the Trust of the board members and officers
of the Trust except with respect to any matter as to which any such
person did not act in good faith in the reasonable belief that his
action was in or not opposed to the best interests of the Trust.
Such person may not be indemnified against any liability to the
Trust or the Trust unitholders to which he or she would otherwise
be subjected by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office. The Declaration of Trust also authorizes
the purchase of liability insurance on behalf of board members and
officers.

Item 19: Purchase, Redemption and Pricing of Securities Being
Offered

The information provided in response to this item is in addition to
the information provided in response to Items 7 and 8 in Part A.

REDEEMING UNITS

Unitholders have a right to redeem units at any time. For an
explanation of redemption procedures, please see Item 8 in Part A.

During an emergency, the board can suspend the computation of net
asset value, stop accepting payments for purchase of units or
suspend the duty of the Portfolios to redeem units for more than
seven days. Such emergency situations would occur if:

'The New York Stock Exchange closes for reasons other than the
usual weekend and holiday closings or trading on the Exchange is
restricted, or

'Disposal of a Portfolio's securities is not reasonably practicable
or it is not reasonably practicable for a Portfolio to determine
the fair value of its net assets, or
<PAGE>
PAGE 38
'The SEC, under the provisions of the Investment Company Act of
1940, as amended, declares a period of emergency to exist.

Should a Portfolio stop selling units, the board members may make a
deduction from the value of the assets held by the Portfolio to
cover the cost of future liquidations of the assets so as to
distribute fairly these costs among all unitholders.

REDEMPTIONS BY THE PORTFOLIO

A Portfolio reserves the right to redeem, involuntarily, the units
of any unitholder 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 units. Until further notice, it is the
policy of the Portfolio not to exercise this right with respect to
any unitholder whose account has a value of $1,000,000 or more. In
any event, before the Portfolio redeems such units and sends the
proceeds to the unitholder, it will notify the unitholder that the
value of the units in the account is less than the minimum amount
and allow the unitholder 30 days to make an additional investment
to an amount which will increase the value of the accounts to at
least $1,000,000 before the redemption is processed.

REDEMPTIONS IN KIND

The Trust has elected to be governed by Rule 18-f-1 under the
Investment Company Act, which obligates each Portfolio to redeem
units in cash, with respect to any one unitholder during any 90-day
period, up to the lesser of $250,000 or 1% of the net assets of a
Portfolio at the beginning of such period. Although redemptions in
excess of this limitation would normally be paid in cash, each
Portfolio 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 redemption in cash would be detrimental to the existing
unitholders of the Trust as determined by the board. In such
circumstances, the securities distributed would be valued as set
forth in Item 8 of Part A. Should the Portfolio distribute
securities, a unitholder may incur brokerage fees or other
transaction costs in converting the securities to cash.

Despite its right to redeem units through a redemption-in-kind,
each Portfolio does not expect to exercise this option unless a
Portfolio has an unusually low level of cash to meet redemptions
and/or is experiencing unusually strong demands for cash.

VALUING PORTFOLIO INTERESTS

The number of units held by each unitholder is equal to the value
in dollars of that unitholder's interest in a Portfolio. The
dollar value of a unitholder's interest in a Portfolio is
determined by multiplying the unitholder's proportionate interest
in a Portfolio by the net asset value of that Portfolio.

In determining net assets, the securities held by each Portfolio
are valued as follows as of the close of business of the New York
Stock Exchange:

'Securities, except bonds other than convertibles, traded on a
securities exchange for which a last-quoted sales price is readily<PAGE>
PAGE 39
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.

'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 New York Stock 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 New York Stock Exchange that will not be
reflected in the computation of a 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 Trust. 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 New York Stock Exchange, the Advisor and each of the Portfolios
will be closed on the following holidays: New Year's Day,<PAGE>
PAGE 40
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day.

Item 20: Tax Status

The information in response to this item is provided in Item 6 of
Part A.

Item 21: Underwriters

The information in response to this item is provided in Item 7 of
Part A and Item 16 of Part B.

Item 22: Calculation of Performance Data
Not Applicable.

Item 23: Financial Statements

[To be filed by amendment.]
<PAGE>
PAGE 41
PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) FINANCIAL STATEMENTS:

In Part A: None.

In Part B: None.

In Part C: None.

(b) EXHIBITS:

1. Agreement and Declaration of Trust of Income Trust filed
electronically as Exhibit 1 to Registrant's original
Registration Statement (File No. 811-7307).

2. Form of By-laws of Income Trust is filed electronically
herewith.

3. Not Applicable.

4. Not Applicable.

5. Form of Investment Management Services Agreement filed
electronically as Exhibit 5 to Registrant's original
Registration Statement (File No. 811-7307).

6. Placement Agency Agreement to be filed by amendment.

7. Not Applicable.

8. Form of Custody Agreement filed electronically as Exhibit 8 to
Registrant's original Registration Statement (File No. 811-
7307).

9. Form of Transfer Agency Agreement to be filed by amendment.

10. Not Applicable.

11. Not Applicable.

12. Not Applicable.

13. Not Applicable.

14. Not Applicable.

15. Not Applicable.

16. Not Applicable.

17. Not Applicable.

18. Not Applicable.

<PAGE>
PAGE 42
Item 25. Persons Controlled by or Under Common Control with
Registrant

None.

Item 26. Number of Holders of Securities

The following information is given as of September 15, 1995.

(1) (2)
Title of Class Number of Record Holders
Shares of
Beneficial Interest
$.01 par value 0

Item 27. Indemnification.

Reference is hereby made to Article 8 of Registrant's Declaration
of Trust.

<PAGE>
PAGE 43
<PAGE>
PAGE 1
American Express Financial Corporation is the investment advisor of
the Portfolios of the Trust.
<TABLE><CAPTION>
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)

Directors and officers of American Express Financial Corporation who are directors and/or
officers of one or more other companies:
<S> <C> <C>
Ronald G. Abrahamson, Vice President--Service Quality and Reengineering

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Service Quality
and Reengineering
American Express Service Corporation Vice President

Douglas A. Alger, Vice President--Total Compensation

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Total Compensation

Jerome R. Amundson, Vice President--Investment Accounting

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Investment Accounting

Peter J. Anderson, Director and Senior Vice President--Investments

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Investments
IDS Advisory Group Inc. Director and Chairman
of the Board
IDS Capital Holdings Inc. Director and President
IDS International, Inc. Director, Chairman of the
Board and Executive Vice
President
IDS Securities Corporation Executive Vice President-
Investments
NCM Capital Management Group, Inc. 2 Mutual Plaza Director
501 Willard Street
Durham, NC 27701

Ward D. Armstrong, Vice President-Sales and Marketing, American Express Institutional Services

American Express Financial Advisors IDS Tower 10 Vice President-Sales and
Minneapolis, MN 55440 Marketing, American
Express Institutional
Services

<PAGE>
PAGE 2
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Joseph M. Barsky III, Vice President--Senior Portfolio Manager

American Express Financial Advisors IDS Tower 10 Vice President-Senior
Minneapolis, MN 55440 Portfolio Manager
IDS Advisory Group Inc. Vice President

Robert C. Basten, Vice President--Tax and Business Services

American Express Financial Advisors IDS Tower 10 Vice President-Tax
Minneapolis, MN 55440 and Business Services
American Express Tax & Business Director, President and
Services Inc. Chief Executive Officer

Timothy V. Bechtold, Vice President--Risk Management Products

American Express Financial Advisors IDS Tower 10 Vice President-Risk
Minneapolis, MN 55440 Management Products
IDS Life Insurance Company Vice President-Risk
Management Products

Carl E. Beihl, Vice President--Strategic Technology Planning

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Strategic Technology
Planning
Alan F. Bignall, Vice President--Financial Planning Systems

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Financial Planning
Systems
American Express Service Corporation Vice President

John C. Boeder, Vice President--Mature Market Group

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Mature Market Group
IDS Life Insurance Company of New York Box 5144 Director
Albany, NY 12205

Karl J. Breyer, Director and Senior Vice President--Corporate Affairs and General Counsel

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Corporate Affairs and
Special Counsel
American Express Minnesota Foundation Director
IDS Aircraft Services Corporation Director and President
<PAGE>
PAGE 3
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Harold E. Burke, Vice President and Assistant General Counsel

American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Assistant General Counsel
American Express Service Corporation Vice President

Daniel J. Candura, Vice President--Marketing Support

American Express Financial Advisors IDS Tower 10 Vice President-Marketing
Minneapolis, MN 55440 Support

Cynthia M. Carlson, Vice President--American Express Securities Services

American Enterprise Investment IDS Tower 10 Director, President and
Services Inc. Minneapolis, MN 55440 Chief Executive Officer
American Express Financial Advisors Vice President-American
Express Securities Services

Orison Y. Chaffee III, Vice President--Field Real Estate

American Express Financial Advisors IDS Tower 10 Vice President-Field
Minneapolis, MN 55440 Real Estate

James E. Choat, Director and Senior Vice President--Field Management

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Field Management
American Express Minnesota Foundation Director
American Express Service Corporation Vice President
IDS Insurance Agency of Alabama Inc. Vice President--North
Central Region
IDS Insurance Agency of Arkansas Inc. Vice President--North
Central Region
IDS Insurance Agency of Massachusetts Inc. Vice President--North
Central Region
IDS Insurance Agency of Nevada Inc. Vice President--North
Central Region
IDS Insurance Agency of New Mexico Inc. Vice President--North
Central Region
IDS Insurance Agency of North Carolina Inc. Vice President--North
Central Region
IDS Insurance Agency of Ohio Inc. Vice President--North
Central Region
IDS Insurance Agency of Wyoming Inc. Vice President-- North
Central Region
IDS Property Casualty Insurance Co. Director
<PAGE>
PAGE 4
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Kenneth J. Ciak, Vice President and General Manager--IDS Property Casualty

American Express Financial Advisors IDS Tower 10 Vice President and General
Minneapolis, MN 55440 Manager-IDS Property
Casualty
IDS Property Casualty Insurance Co. I WEG Blvd. Director and President
DePere, Wisconsin 54115

Alan R. Dakay, Vice President--Institutional Products Group

American Enterprise Life Insurance Co. IDS Tower 10 Director and President
Minneapolis, MN 55440
American Express Financial Advisors Vice President -
Institutional Products
Group
American Partners Life Insurance Co. Director and President
IDS Life Insurance Company Vice President -
Institutional Insurance
Marketing

Regenia David, Vice President--Systems Services

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Systems Services

William H. Dudley, Director and Executive Vice President--Investment Operations

American Express Financial Advisors IDS Tower 10 Director and Executive
Minneapolis, MN 55440 Vice President-
Investment Operations
IDS Advisory Group Inc. Director
IDS Capital Holdings Inc. Director
IDS Futures Corporation Director
IDS Futures III Corporation Director
IDS International, Inc. Director
IDS Securities Corporation Director, Chairman of the
Board, President and
Chief Executive Officer

Roger S. Edgar, Director, Senior Vice President and Technology Advisor

American Express Financial Advisors IDS Tower 10 Senior Vice President and
Minneapolis, MN 55440 Technology Advisor
<PAGE>
PAGE 5
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Gordon L. Eid, Director, Senior Vice President and Deputy General Counsel

American Express Financial Advisors IDS Tower 10 Senior Vice President and
Minneapolis, MN 55440 General Counsel
IDS Insurance Agency of Alabama Inc. Director and Vice President
IDS Insurance Agency of Arkansas Inc. Director and Vice President
IDS Insurance Agency of Massachusetts Inc. Director and Vice President
IDS Insurance Agency of Nevada Inc. Director and Vice President
IDS Insurance Agency of New Mexico Inc. Director and Vice President
IDS Insurance Agency of North Carolina Inc. Director and Vice President
IDS Insurance Agency of Ohio Inc. Director and Vice President
IDS Insurance Agency of Wyoming Inc. Director and Vice President
IDS Real Estate Services, Inc. Vice President
Investors Syndicate Development Corp. Director

Robert M. Elconin, Vice President--Government Relations

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Government Relations
IDS Life Insurance Company Vice President

Mark A. Ernst, Vice President--Retail Services

American Enterprise Investment IDS Tower 10 Director
Services Inc. Minneapolis, MN 55440
American Express Financial Advisors Vice President-
Retail Services
American Express Tax & Business Director and Chairman of
Services Inc. the Board

Gordon M. Fines, Vice President--Mutual Fund Equity Investments

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Mutual Fund Equity
Investments
IDS Advisory Group Inc. Executive Vice President
IDS International, Inc. Vice President and
Portfolio Manager
<PAGE>
PAGE 6
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Louis C. Fornetti, Director, Senior Vice President and Chief Financial Officer

American Enterprise Investment IDS Tower 10 Vice President
Services Inc. Minneapolis, MN 55440
American Express Financial Advisors Senior Vice President and
Chief Financial Officer
American Express Tax & Business Director
Services Inc.
American Express Trust Company Director
IDS Cable Corporation Director
IDS Cable II Corporation Director
IDS Capital Holdings Inc. Senior Vice President
IDS Certificate Company Vice President
IDS Insurance Agency of Alabama Inc. Vice President
IDS Insurance Agency of Arkansas Inc. Vice President
IDS Insurance Agency of Massachusetts Inc. Vice President
IDS Insurance Agency of Nevada Inc. Vice President
IDS Insurance Agency of New Mexico Inc. Vice President
IDS Insurance Agency of North Carolina Inc. Vice President
IDS Insurance Agency of Ohio Inc. Vice President
IDS Insurance Agency of Wyoming Inc. Vice President
IDS Life Insurance Company Director
IDS Life Series Fund, Inc. Vice President
IDS Life Variable Annuity Funds A&B Vice President
IDS Property Casualty Insurance Co. Director and Vice President
IDS Real Estate Services, Inc. Vice President
IDS Sales Support Inc. Director
IDS Securities Corporation Vice President
Investors Syndicate Development Corp. Vice President

Robert G. Gilbert, Vice President--Real Estate

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Real Estate

John J. Golden, Vice President--Field Compensation Development

American Express Financial Advisors IDS Tower 10 Vice President-Field
Minneapolis, MN 55440 Compensation Development

Harvey Golub, Director

American Express Company American Express Tower Chairman and Chief
World Financial Center Executive Officer
New York, New York 10285
American Express Travel Chairman and Chief
Related Services Company, Inc. Executive Officer
National Computer Systems, Inc. 11000 Prairie Lakes Drive Director
Minneapolis, MN 55440
<PAGE>
PAGE 7
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Morris Goodwin Jr., Vice President and Corporate Treasurer

American Enterprise Investment IDS Tower 10 Vice President and
Services Inc. Minneapolis, MN 55440 Treasurer
American Enterprise Life Insurance Vice President and
Company Treasurer
American Express Financial Advisors Vice President and
Corporate Treasurer
American Express Minnesota Foundation Director, Vice President
and Treasurer
American Express Service Corporation Vice President and
Treasurer
American Express Tax & Business Vice President and
Services Inc. Treasurer
IDS Advisory Group Inc. Vice President and
Treasurer
IDS Aircraft Services Corporation Vice President and
Treasurer
IDS Cable Corporation Director, Vice President
and Treasurer
IDS Cable II Corporation Director, Vice President
and Treasurer
IDS Capital Holdings Inc. Vice President and
Treasurer
IDS Certificate Company Vice President and
Treasurer
IDS Deposit Corp. Director, President
and Treasurer
IDS Insurance Agency of Alabama Inc. Vice President and
Treasurer
IDS Insurance Agency of Arkansas Inc. Vice President and
Treasurer
IDS Insurance Agency of Massachusetts Inc. Vice President and
Treasurer
IDS Insurance Agency of Nevada Inc. Vice President and
Treasurer
IDS Insurance Agency of New Mexico Inc. Vice President and
Treasurer
IDS Insurance Agency of North Carolina Inc. Vice President and
Treasurer
IDS Insurance Agency of Ohio Inc. Vice President and
Treasurer
IDS Insurance Agency of Wyoming Inc. Vice President and
Treasurer
IDS International, Inc. Vice President and
Treasurer
IDS Life Insurance Company Vice President and
Treasurer
IDS Life Series Fund, Inc. Vice President and
Treasurer
<PAGE>
PAGE 8
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

IDS Life Variable Annuity Funds A&B Vice President and
Treasurer
IDS Management Corporation Director, Vice President
and Treasurer
IDS Partnership Services Corporation Director, Vice President
and Treasurer
IDS Plan Services of California, Inc. Vice President and
Treasurer
IDS Property Casualty Insurance Co. Vice President and
Treasurer
IDS Real Estate Services, Inc Vice President and
Treasurer
IDS Realty Corporation Director, Vice President
and Treasurer
IDS Sales Support Inc. Director, Vice President
and Treasurer
IDS Securities Corporation Vice President and
Treasurer
Investors Syndicate Development Corp. Vice President and
Treasurer
NCM Capital Management Group, Inc. 2 Mutual Plaza Director
501 Willard Street
Durham, NC 27701
Sloan Financial Group, Inc. Director

Suzanne Graf, Vice President--Systems Services

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Systems Services

David A. Hammer, Vice President and Marketing Controller

American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Marketing Controller
IDS Plan Services of California, Inc. Director and Vice President

Lorraine R. Hart, Vice President--Insurance Investments

American Enterprise Life IDS Tower 10 Vice President-Investments
Insurance Company Minneapolis, MN 55440
American Express Financial Advisors Vice President-Insurance
Investments
American Partners Life Insurance Co. Director and Vice
President-Investments
IDS Certificate Company Vice President-Investments
IDS Life Insurance Company Vice President-Investments
IDS Life Series Fund, Inc. Vice President-Investments
IDS Life Variable Annuity Funds A and B Vice President-Investments
IDS Property Casualty Insurance Company Vice President-Investment
Officer
Investors Syndicate Development Corp. Vice President-Investments
<PAGE>
PAGE 9
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Scott A. Hawkinson, Vice President--Assured Assets Product Development and Management

American Express Financial Advisors IDS Tower 10 Vice President-Assured
Minneapolis, MN 55440 Assets Product
Development & Management

Raymond E. Hirsch, Vice President--Senior Portfolio Manager

American Express Financial Advisors IDS Tower 10 Vice President-Senior
Minneapolis, MN 55440 Portfolio Manager

James G. Hirsh, Vice President and Assistant General Counsel

American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Assistant General Counsel
IDS Securities Corporation Director, Vice President
and General Counsel

Darryl G. Horsman, Vice President--Product Development and Technology, American Express
Institutional Services

American Express Trust Company IDS Tower 10 Director and President
Minneapolis, MN 55440

Kevin P. Howe, Vice President--Government and Customer Relations and Chief Compliance Officer

American Enterprise Investment IDS Tower 10 Vice President and
Services Inc. Minneapolis, MN 55440 Compliance Officer
American Express Financial Advisors Vice President-
Government and
Customer Relations
American Express Service Corporation Vice President
IDS Securities Corporation Vice President and Chief
Compliance Officer

David R. Hubers, Director, President and Chief Executive Officer

American Express Financial Advisors IDS Tower 10 Chairman, Chief Executive
Minneapolis, MN 55440 Officer and President
American Express Service Corporation Director and President
IDS Aircraft Services Corporation Director
IDS Certificate Company Director
IDS Life Insurance Company Director
IDS Plan Services of California, Inc. Director and President
IDS Property Casualty Insurance Co. Director

Marietta L. Johns, Director and Senior Vice President--Field Management

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Field Management
<PAGE>
PAGE 10
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Douglas R. Jordal, Vice President--Taxes

American Express Financial Advisors IDS Tower 10 Vice President-Taxes
Minneapolis, MN 55440
IDS Aircraft Services Corporation Vice President

James E. Kaarre, Vice President--Marketing Information

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Marketing Information

Linda B. Keene, Vice President--Market Development

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Market Development

G. Michael Kennedy, Vice President--Investment Services and Investment Research

American Express Financial Advisors IDS Tower 10 Vice President-Investment
Minneapolis, MN 55440 Services and Investment
Research

Susan D. Kinder, Director and Senior Vice President--Human Resources

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Human Resources
American Express Minnesota Foundation Director
American Express Service Corporation Vice President
<PAGE>
PAGE 11
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Richard W. Kling, Director and Senior Vice President--Risk Management Products

American Enterprise Life Insurance Co. IDS Tower 10 Director and Chairman of
Minneapolis, MN 55440 the Board
American Express Financial Advisors Senior Vice President-
Risk Management Products
American Partners Life Insurance Co. Director and Chairman of
the Board
IDS Insurance Agency of Alabama Inc. Director and President
IDS Insurance Agency of Arkansas Inc. Director and President
IDS Insurance Agency of Massachusetts Inc. Director and President
IDS Insurance Agency of Nevada Inc. Director and President
IDS Insurance Agency of New Mexico Inc. Director and President
IDS Insurance Agency of North Carolina Inc. Director and President
IDS Insurance Agency of Ohio Inc. Director and President
IDS Insurance Agency of Wyoming Inc. Director and President
IDS Life Insurance Company Director and President
IDS Life Series Fund, Inc. Director and President
IDS Life Variable Annuity Funds A and B Chairman of the Board of
Managers and President
IDS Property Casualty Insurance Co. Director and Chairman of
the Board
IDS Life Insurance Company P.O. Box 5144 Director, Chairman of the
of New York Albany, NY 12205 Board and President

Paul F. Kolkman, Vice President--Actuarial Finance

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Actuarial Finance
IDS Life Insurance Company Director and Executive
Vice President
IDS Life Series Fund, Inc. Vice President and Chief
Actuary

Claire Kolmodin, Vice President--Service Quality

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Service Quality

Steven C. Kumagai, Director and Senior Vice President--Field Management and Business Systems

American Express Financial Advisors IDS Tower 10 Director and Senior Vice
Minneapolis, MN 55440 President-Field
Management and Business
Systems
American Express Service Corporation Vice President
<PAGE>
PAGE 12
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Edward Labenski, Vice President--Senior Portfolio Manager

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Senior Portfolio
Manager
IDS Advisory Group Inc. Senior Vice President

Kurt A. Larson, Vice President--Senior Portfolio Manager

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Senior Portfolio Manager

Lori J. Larson, Vice President--Variable Assets Product Development

American Express Financial Advisors IDS Tower 10 Vice President-Variable
Minneapolis, MN 55440 Assets Product
Development
IDS Cable Corporation Director and Vice President
IDS Cable II Corporation Director and Vice President
IDS Futures Brokerage Group Assistant Vice President-
General Manager/Director
IDS Futures Corporation Director and Vice President
IDS Futures III Corporation Director and Vice President
IDS Management Corporation Director and Vice President
IDS Partnership Services Corporation Director and Vice President
IDS Realty Corporation Director and Vice President

Ryan R. Larson, Vice President--IPG Product Development

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 IPG Product Development
IDS Life Insurance Company Vice President-
Annuity Product
Development

Daniel E. Laufenberg, Vice President and Chief U.S. Economist

American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Chief U.S. Economist

Richard J. Lazarchic, Vice President--Senior Portfolio Manager

American Express Financial Advisors IDS Tower 10 Vice President-Senior
Minneapolis, MN 55440 Portfolio Manager
<PAGE>
PAGE 13
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Peter A. Lefferts, Director and Senior Vice President--Corporate Strategy and Development

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Corporate Strategy and
Development
American Express Service Corporation Director
American Express Trust Company Director
IDS Life Insurance Company Director and Executive
Vice President-Marketing
IDS Plan Services of California, Inc. Director
Investors Syndicate Development Corp. Director

Douglas A. Lennick, Director and Executive Vice President--Private Client Group

American Express Financial Advisors IDS Tower 10 Director and Executive
Minneapolis, MN 55440 Vice President-Private
Client Group
American Express Service Corporation Vice President

Mary J. Malevich, Vice President--Senior Portfolio Manager

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Senior Portfolio
Manager
IDS International, Inc. Vice President and
Portfolio Manager

Fred A. Mandell, Vice President--Field Marketing Readiness

American Express Financial Advisors IDS Tower 10 Vice President-Field
Minneapolis, MN 55440 Marketing Readiness

William J. McKinney, Vice President--Field Management Support

American Express Financial Advisors IDS Tower 10 Vice President-Field
Minneapolis, MN 55440 Management Support

Thomas W. Medcalf, Vice President--Senior Portfolio Manager

American Express Financial Advisors IDS Tower 10 Vice President-Senior
Minneapolis, MN 55440 Portfolio Manager

William C. Melton, Vice President-International Research and Chief International Economist

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 International Research
and Chief International
Economist
<PAGE>
PAGE 14
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Janis E. Miller, Vice President--Variable Assets

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Variable Assets
IDS Cable Corporation Director and President
IDS Cable II Corporation Director and President
IDS Futures Corporation Director and President
IDS Futures III Corporation Director and President
IDS Life Insurance Company Director and Executive
Vice President-Variable
Assets
IDS Life Series Fund, Inc. Director
IDS Life Variable Annuity Funds A&B Director
IDS Management Corporation Director and President
IDS Partnership Services Corporation Director and President
IDS Realty Corporation Director and President
IDS Life Insurance Company of New York Box 5144 Executive Vice President
Albany, NY 12205

James A. Mitchell, Director and Executive Vice President--Marketing and Products

American Enterprise Investment IDS Tower 10 Director
Services Inc. Minneapolis, MN 55440
American Express Financial Advisors Executive Vice President-
Marketing and Products
American Express Tax and Business Director
Services Inc.
IDS Certificate Company Director and Chairman of
the Board
IDS Life Insurance Company Director, Chairman of
the Board and Chief
Executive Officer
IDS Plan Services of California, Inc. Director
IDS Property Casualty Insurance Co. Director

Pamela J. Moret, Vice President--Corporate Communications

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Corporate Communications
American Express Minnesota Foundation Director and President

Barry J. Murphy, Director and Senior Vice President--Client Service

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Client Service
IDS Life Insurance Company Director and Executive
Vice President-Client
Service
<PAGE>
PAGE 15
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Robert J. Neis, Vice President--Information Systems Operations

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Information Systems
Operations

James R. Palmer, Vice President--Insurance Operations

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Insurance Operations
IDS Life Insurance Company Vice President-Taxes

Carla P. Pavone, Vice President--Specialty Service Teams and Emerging Business

American Express Financial Advisors IDS Tower 10 Vice President-Specialty
Minneapolis, MN 55440 Service Teams and
Emerging Business

George M. Perry, Vice President--Corporate Strategy and Development

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Corporate Strategy
and Development
IDS Property Casualty Insurance Co. Director

Susan B. Plimpton, Vice President--Segmentation Development and Support

American Express Financial Advisors IDS Tower 10 Vice President--
Minneapolis, MN 55440 Segmentation Development
and Support

Ronald W. Powell, Vice President and Assistant General Counsel

American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Assistant General Counsel
IDS Cable Corporation Vice President and
Assistant Secretary
IDS Cable II Corporation Vice President and
Assistant Secretary
IDS Management Corporation Vice President and
Assistant Secretary
IDS Partnership Services Corporation Vice President and
Assistant Secretary
IDS Plan Services of California, Inc. Vice President and
Assistant Secretary
IDS Realty Corporation Vice President and
Assistant Secretary
<PAGE>
PAGE 16
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

James M. Punch, Vice President--TransAction Services

American Express Financial Advisors IDS Tower 10 Vice President-Trans
Minneapolis, MN 55440 Action Services

Frederick C. Quirsfeld, Vice President--Taxable Mutual Fund Investments

American Express Financial Advisors IDS Tower 10 Vice President--
Minneapolis, MN 55440 Taxable Mutual Fund
Investments
IDS Advisory Group Inc. Vice President

ReBecca K. Roloff, Vice President--1994 Program Director

American Express Financial Advisors IDS Tower 10 Vice President-1994
Minneapolis, MN 55440 Program Director

Stephen W. Roszell, Vice President--Advisory Institutional Marketing

American Express Financial Advisors IDS Tower 10 Vice President-Advisory
Minneapolis, MN 55440 Institutional Marketing
IDS Advisory Group Inc. President and Chief
Executive Officer

Robert A. Rudell, Vice President--American Express Institutional Services

American Express Financial Advisors IDS Tower 10 Vice President-American
Minneapolis, MN 55440 Express Institutional
Services
American Express Trust Company Director and Chairman of
the Board
IDS Sales Support Inc. Director and President

John P. Ryan, Vice President and General Auditor

American Express Financial Advisors IDS Tower 10 Vice President and General
Minneapolis, MN 55440 Auditor
<PAGE>
PAGE 17
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Erven A. Samsel, Director and Senior Vice President--Field Management

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Field Management
American Express Service Corporation Vice President
IDS Insurance Agency of Alabama Inc. Vice President-
New England Region
IDS Insurance Agency of Arkansas Inc. Vice President-
New England Region
IDS Insurance Agency of Massachusetts Inc. Vice President-
New England Region
IDS Insurance Agency of Nevada Inc. Vice President-
New England Region
IDS Insurance Agency of New Mexico Inc. Vice President-
New England Region
IDS Insurance Agency of North Carolina Inc. Vice President-
New England Region
IDS Insurance Agency of Ohio Inc. Vice President-
New England Region
IDS Insurance Agency of Wyoming Inc. Vice President-
New England Region

Stuart A. Sedlacek, Vice President--Assured Assets

American Enterprise Life Insurance Co. IDS Tower 10 Director and Executive
Minneapolis, MN 55440 Vice President, Assured
Assets
American Express Financial Advisors Vice President-
Assured Assets
IDS Certificate Company Director and President
IDS Life Insurance Company Director and Executive
Vice President, Assured
Assets
Investors Syndicate Development Corp. Chairman of the Board
and President

Donald K. Shanks, Vice President--Property Casualty

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Property Casualty
IDS Property Casualty Insurance Co. Senior Vice President
<PAGE>
PAGE 18
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

F. Dale Simmons, Vice President--Senior Portfolio Manager, Insurance Investments

American Enterprise Life Insurance Co. IDS Tower 10 Vice President-Real
Minneapolis, MN 55440 Estate Loan Management
American Express Financial Advisors Vice President-Senior
Portfolio Manager,
Insurance Investments
American Partners Life Insurance Co. Vice President-Real
Estate Loan Management
IDS Certificate Company Vice President-Real
Estate Loan Management
IDS Life Insurance Company Vice President-Real
Estate Loan Management
IDS Partnership Services Corporation Vice President
IDS Real Estate Services Inc. Director and Vice President
IDS Realty Corporation Vice President
IDS Life Insurance Company of New York Box 5144 Vice President and
Albany, NY 12205 Assistant Treasurer

Judy P. Skoglund, Vice President--Human Resources and Organization Development

American Express Financial Advisors IDS Tower 10 Vice President-Human
Minneapolis, MN 55440 Resources and
Organization Development

Ben C. Smith, Vice President--Workplace Marketing

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Workplace Marketing

William A. Smith, Vice President and Controller--Private Client Group

American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Controller-Private
Client Group

Bridget Sperl, Vice President--Human Resources Management Services

American Express Financial Advisors IDS Tower 10 Vice President-Human
Minneapolis, MN 55440 Resources Management
Services

Jeffrey E. Stiefler, Director

American Express Company American Express Tower Director and President
World Financial Center
New York, NY 10285
<PAGE>
PAGE 19
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

William A. Stoltzmann, Vice President and Assistant General Counsel

American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Assistant General Counsel
American Partners Life Insurance Co. Director, Vice President,
General Counsel and
Secretary
IDS Life Insurance Company Vice President, General
Counsel and Secretary
American Enterprise Life Insurance P.O. Box 534 Director, Vice President,
Company Minneapolis, MN 55440 General Counsel
and Secretary

James J. Strauss, Vice President--Corporate Planning and Analysis

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Corporate Planning and
Analysis

Jeffrey J. Stremcha, Vice President--Information Resource Management/ISD

American Express Financial Advisors IDS Tower 10 Vice President-Information
Minneapolis, MN 55440 Resource Management/ISD

Fenton R. Talbott, Director

ACUMA Ltd. ACUMA House President and Chief
The Glanty, Egham Executive Officer
Surrey TW 20 9 AT
UK
<PAGE>
PAGE 20
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

John R. Thomas, Director and Senior Vice President--Information and Technology

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Information and
Technology
IDS Bond Fund, Inc. Director
IDS California Tax-Exempt Trust Trustee
IDS Discovery Fund, Inc. Director
IDS Equity Select Fund, Inc. Director
IDS Extra Income Fund, Inc. Director
IDS Federal Income Fund, Inc. Director
IDS Global Series, Inc. Director
IDS Growth Fund, Inc. Director
IDS High Yield Tax-Exempt Fund, Inc. Director
IDS Investment Series, Inc. Director
IDS Managed Retirement Fund, Inc. Director
IDS Market Advantage Series, Inc. Director
IDS Money Market Series, Inc. Director
IDS New Dimensions Fund, Inc. Director
IDS Precious Metals Fund, Inc. Director
IDS Progressive Fund, Inc. Director
IDS Selective Fund, Inc. Director
IDS Special Tax-Exempt Series Trust Trustee
IDS Stock Fund, Inc. Director
IDS Strategy Fund, Inc. Director
IDS Tax-Exempt Bond Fund, Inc. Director
IDS Tax-Free Money Fund, Inc. Director
IDS Utilities Income Fund, Inc. Director

Melinda S. Urion, Vice President and Corporate Controller

American Enterprise Life IDS Tower 10 Vice President and
Insurance Company Minneapolis, MN 55440 Controller
American Express Financial Advisors Vice President and
Corporate Controller
American Partners Life Insurance Co. Director, Vice President,
Controller and Treasurer
IDS Life Insurance Company Director, Executive Vice
President and Controller
IDS Life Series Fund, Inc. Vice President and
Controller

Wesley W. Wadman, Vice President--Senior Portfolio Manager

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Senior Portfolio Manager
IDS Advisory Group Inc. Executive Vice President
IDS Fund Management Limited Director and Vice Chairman
IDS International, Inc. Senior Vice President
<PAGE>
PAGE 21
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Michael L. Weiner, Vice President--Corporate Tax Operations

American Express Financial Advisors IDS Tower 10 Vice President-Corporate
Minneapolis, MN 55440 Tax Operations
IDS Capital Holdings Inc. Vice President
IDS Futures Brokerage Group Vice President
IDS Futures Corporation Vice President, Treasurer
and Secretary
IDS Futures III Corporation Vice President, Treasurer
and Secretary

Lawrence J. Welte, Vice President--Investment Administration

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Investment Administration
IDS Securities Corporation Director, Executive Vice
President and Chief
Operating Officer

Jeffry F. Welter, Vice President--Equity and Fixed Income Trading

American Express Financial Advisors IDS Tower 10 Vice President-Equity
Minneapolis, MN 55440 and Fixed Income Trading

William N. Westhoff, Director, Senior Vice President and Global Chief Investment Officer

American Enterprise Life Insurance IDS Tower 10 Director
Company Minneapolis, MN 55440
American Express Financial Advisors Senior Vice President and
Global Chief Investment
Officer
IDS Fund Management Limited Director
IDS International, Inc. Director
IDS Partnership Services Corporation Director and Vice President
IDS Real Estate Services Inc. Director, Chairman of the
Board and President
IDS Realty Corporation Director and Vice President
Investors Syndicate Development Corp. Director
<PAGE>
PAGE 22
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Edwin M. Wistrand, Vice President and Assistant General Counsel

American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Assistant General Counsel

Michael R. Woodward, Director and Senior Vice President--Field Management

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Field Management
American Express Service Corporation Vice President
IDS Insurance Agency of Alabama Inc. Vice President-
North Region
IDS Insurance Agency of Arkansas Inc. Vice President-
North Region
IDS Insurance Agency of Massachusetts Inc. Vice President-
North Region
IDS Insurance Agency of Nevada Inc. Vice President-
North Region
IDS Insurance Agency of New Mexico Inc. Vice President-
North Region
IDS Insurance Agency of North Carolina Inc. Vice President-
North Region
IDS Insurance Agency of Ohio Inc. Vice President-
North Region
IDS Insurance Agency of Wyoming Inc. Vice President-
North Region
IDS Life Insurance Company Box 5144 Director
of New York Albany, NY 12205
</TABLE>
<PAGE>
PAGE 23
Item 29. Principal Underwriters.

(a) American Express Financial Advisors acts as principal
underwriter for the following investment companies:

IDS Bond Fund, Inc.; IDS California Tax-Exempt Trust; IDS
Discovery Fund, Inc.; IDS Equity Select Fund, Inc.; IDS Extra
Income Fund, Inc.; IDS Federal Income Fund, Inc.; IDS Global
Series, Inc.; IDS Growth Fund, Inc.; IDS High Yield Tax-Exempt
Fund, Inc.; IDS International Fund, Inc.; IDS Investment
Series, Inc.; IDS Managed Retirement Fund, Inc.; IDS Market
Advantage Series, Inc.; IDS Money Market Series, Inc.; IDS New
Dimensions Fund, Inc.; IDS Precious Metals Fund, Inc.; IDS
Progressive Fund, Inc.; IDS Selective Fund, Inc.; IDS Special
Tax-Exempt Series Trust; IDS Stock Fund, Inc.; IDS Strategy
Fund, Inc.; IDS Tax-Exempt Bond Fund, Inc.; IDS Tax-Free Money
Fund, Inc.; IDS Utilities Income Fund, Inc. and IDS
Certificate Company.

(b) As to each director, officer or partner of the principal
underwriter:

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Ronald G. Abrahamson Vice President- None
IDS Tower 10 Service Quality and
Minneapolis, MN 55440 Reengineering

Douglas A. Alger Vice President-Total None
IDS Tower 10 Compensation
Minneapolis, MN 55440

Peter J. Anderson Senior Vice President- Vice
IDS Tower 10 Investments President
Minneapolis, MN 55440

Ward D. Armstrong Vice President- None
IDS Tower 10 Sales and Marketing,
Minneapolis, MN 55440 American Express
Institutional Services

Alvan D. Arthur Group Vice President- None
IDS Tower 10 Central California/
Minneapolis, MN 55440 Western Nevada

Joseph M. Barsky III Vice President-Senior None
IDS Tower 10 Portfolio Manager
Minneapolis, MN 55440

Robert C. Basten Vice President-Tax None
IDS Tower 10 and Business Services
Minneapolis, MN 55440
<PAGE>
PAGE 24
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Timothy V. Bechtold Vice President-Risk None
IDS Tower 10 Management Products
Minneapolis, MN 55440

John D. Begley Group Vice President- None
Suite 100 Ohio/Indiana
7760 Olentangy River Rd.
Columbus, OH 43235

Carl E. Beihl Vice President- None
IDS Tower 10 Strategic Technology
Minneapolis, MN 55440 Planning

Jack A. Benjamin Group Vice President- None
Suite 200 Greater Pennsylvania
3500 Market Street
Camp Hill, PA 17011

Alan F. Bignall Vice President- None
IDS Tower 10 Financial Planning
Minneapolis, MN 55440 Systems

Brent L. Bisson Group Vice President- None
Ste 900 e Westside Tower Los Angeles Metro
11835 West Olympic Blvd.
Los Angeles, CA 90064

John C. Boeder Vice President- None
IDS Tower 10 Mature Market Group
Minneapolis, MN 55440

Bruce J. Bordelon Group Vice President- None
Galleria One Suite 1900 Gulf States
Galleria Blvd.
Metairie, LA 70001

Charles R. Branch Group Vice President- None
Suite 200 Northwest
West 111 North River Dr
Spokane, WA 99201

Karl J. Breyer Senior Vice President- None
IDS Tower 10 Corporate Affairs and
Minneapolis, MN 55440 Special Counsel

Harold E. Burke Vice President None
IDS Tower 10 and Assistant
Minneapolis, MN 55440 General Counsel
<PAGE>
PAGE 25
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Daniel J. Candura Vice President- None
IDS Tower 10 Marketing Support
Minneapolis, MN 55440

Cynthia M. Carlson Vice President- None
IDS Tower 10 American Express
Minneapolis, MN 55440 Securities Services

Orison Y. Chaffee III Vice President-Field None
IDS Tower 10 Real Estate
Minneapolis, MN 55440

James E. Choat Senior Vice President- None
IDS Tower 10 Field Management
Minneapolis, MN 55440

Kenneth J. Ciak Vice President and None
IDS Property Casualty General Manager-
1400 Lombardi Avenue IDS Property Casualty
Green Bay, WI 54304

Roger C. Corea Group Vice President- None
290 Woodcliff Drive Upstate New York
Fairport, NY 14450

Henry J. Cormier Group Vice President- None
Commerce Center One Connecticut
333 East River Drive
East Hartford, CT 06108

John M. Crawford Group Vice President- None
Suite 200 Arkansas/Springfield/Memphis
10800 Financial Ctr Pkwy
Little Rock, AR 72211

Kevin F. Crowe Group Vice President- None
Suite 312 Carolinas/Eastern Georgia
7300 Carmel Executive Pk
Charlotte, NC 28226

Alan R. Dakay Vice President- None
IDS Tower 10 Institutional Products
Minneapolis, MN 55440 Group

Regenia David Vice President- None
IDS Tower 10 Systems Services
Minneapolis, MN 55440
<PAGE>
PAGE 26
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Scott M. Digiammarino Group Vice President- None
Suite 500 Washington/Baltimore
8045 Leesburg Pike
Vienna, VA 22182

Bradford L. Drew Group Vice President- None
Two Datran Center Eastern Florida
Penthouse One B
9130 S. Dadeland Blvd.
Miami, FL 33156

William H. Dudley Director and Executive Director
IDS Tower 10 Vice President-
Minneapolis MN 55440 Investment Operations

Roger S. Edgar Senior Vice President None
IDS Tower 10 and Technology Advisor
Minneapolis, MN 55440

Gordon L. Eid Senior Vice President None
IDS Tower 10 and General Counsel
Minneapolis, MN 55440

Robert M. Elconin Vice President- None
IDS Tower 10 Government Relations
Minneapolis, MN 55440

Mark A. Ernst Vice President- None
IDS Tower 10 Retail Services
Minneapolis, MN 55440

Joseph Evanovich Jr. Group Vice President- None
One Old Mill Nebraska/Iowa/Dakotas
101 South 108th Avenue
Omaha, NE 68154

Louise P. Evenson Group Vice President- None
Suite 200 San Francisco Bay Area
1333 N. California Blvd.
Walnut Creek, CA 94596

Gordon M. Fines Vice President- None
IDS Tower 10 Mutual Fund Equity
Minneapolis MN 55440 Investments

Louis C. Fornetti Senior Vice President None
IDS Tower 10 and Chief Financial
Minneapolis, MN 55440 Officer
<PAGE>
PAGE 27
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Douglas L. Forsberg Group Vice President- None
Suite 100 Portland/Eugene
7931 N. E. Halsey
Portland, OR 97213

William P. Fritz Group Vice President- None
Suite 160 Northern Missouri
12855 Flushing Meadows Dr
St. Louis, MO 63131

Carl W. Gans Group Vice President- None
8500 Tower Suite 1770 Twin City Metro
8500 Normandale Lake Blvd.
Bloomington, MN 55437

Robert G. Gilbert Vice President- None
IDS Tower 10 Real Estate
Minneapolis, MN 55440

John J. Golden Vice President- None
IDS Tower 10 Field Compensation
Minneapolis, MN 55440 Development

Morris Goodwin Jr. Vice President and None
IDS Tower 10 Corporate Treasurer
Minneapolis, MN 55440

Suzanne Graf Vice President- None
IDS Tower 10 Systems Services
Minneapolis, MN 55440

Bruce M. Guarino Group Vice President- None
Suite 1736 Hawaii
1585 Kapiolani Blvd.
Honolulu, HI 96814

David A. Hammer Vice President None
IDS Tower 10 and Marketing
Minneapolis, MN 55440 Controller

Teresa A. Hanratty Group Vice President- None
Suites 6&7 Northern New England
169 South River Road
Bedford, NH 03110

John R. Hantz Group Vice President- None
Suite 107 Detroit Metro
17177 N. Laurel Park
Livonia, MI 48154
<PAGE>
PAGE 28
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Robert L. Harden Group Vice President- None
Two Constitution Plaza Boston Metro
Boston, MA 02129

Lorraine R. Hart Vice President- None
IDS Tower 10 Insurance Investments
Minneapolis, MN 55440

Scott A. Hawkinson Vice President-Assured None
IDS Tower 10 Assets Product Development
Minneapolis, MN 55440 and Management

Brian M. Heath Group Vice President- None
Suite 250 North Texas
801 E. Campbell Road
Richardson, TX 75081

Raymond E. Hirsch Vice President-Senior None
IDS Tower 10 Portfolio Manager
Minneapolis, MN 55440

James G. Hirsh Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel

David J. Hockenberry Group Vice President- None
30 Burton Hills Blvd. Eastern Tennessee
Suite 175
Nashville, TN 37215

Kevin P. Howe Vice President- None
IDS Tower 10 Government and
Minneapolis, MN 55440 Customer Relations

David R. Hubers Chairman, Chief Director
IDS Tower 10 Executive Officer and
Minneapolis, MN 55440 President

Marietta L. Johns Senior Vice President- None
IDS Tower 10 Field Management
Minneapolis, MN 55440

James E. Kaarre Vice President- None
IDS Tower 10 Marketing Information
Minneapolis, MN 55440
<PAGE>
PAGE 29
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Linda B. Keene Vice President- None
IDS Tower 10 Market Development
Minneapolis, MN 55440

G. Michael Kennedy Vice President-Investment None
IDS Tower 10 Services and Investment
Minneapolis, MN 55440 Research

Susan D. Kinder Senior Vice President- None
IDS Tower 10 Human Resources
Minneapolis, MN 55440

Richard W. Kling Senior Vice President- None
IDS Tower 10 Risk Management Products
Minneapolis, MN 55440

Paul F. Kolkman Vice President- None
IDS Tower 10 Actuarial Finance
Minneapolis, MN 55440

Claire Kolmodin Vice President- None
IDS Tower 10 Service Quality
Minneapolis, MN 55440

David S. Kreager Group Vice President- None
Ste 108 Trestle Bridge V Greater Michigan
5136 Lovers Lane
Kalamazoo, MI 49002

Steven C. Kumagai Director and Senior None
IDS Tower 10 Vice President-Field
Minneapolis, MN 55440 Management and Business
Systems

Mitre Kutanovski Group Vice President- None
Suite 680 Chicago Metro
8585 Broadway
Merrillville, IN 48410

Edward Labenski Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager

Kurt A. Larson Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager

Lori J. Larson Vice President- None
IDS Tower 10 Variable Assets Product
Minneapolis, MN 55440 Development
<PAGE>
PAGE 30
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Ryan R. Larson Vice President- None
IDS Tower 10 IPG Product Development
Minneapolis, MN 55440

Daniel E. Laufenberg Vice President and None
IDS Tower 10 Chief U.S. Economist
Minneapolis, MN 55440

Richard J. Lazarchic Vice President- None
IDS Tower 10 Senior Portfolio
MInneapolis, MN 55440 Manager

Peter A. Lefferts Senior Vice President- None
IDS Tower 10 Corporate Strategy and
Minneapolis, MN 55440 Development

Douglas A. Lennick Director and Executive None
IDS Tower 10 Vice President-Private
Minneapolis, MN 55440 Client Group

Mary J. Malevich Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager

Fred A. Mandell Vice President- None
IDS Tower 10 Field Marketing Readiness
Minneapolis, MN 55440

Daniel E. Martin Group Vice President- None
Suite 650 Pittsburgh Metro
5700 Corporate Drive
Pittsburgh, PA 15237

William J. McKinney Vice President- None
IDS Tower 10 Field Management
Minneapolis, MN 55440 Support

Thomas W. Medcalf Vice President- None
IDS Tower 10 Senior Portfolio Manager
Minneapolis, MN 55440

William C. Melton Vice President- None
IDS Tower 10 International Research
Minneapolis, MN 55440 and Chief International
Economist

Janis E. Miller Vice President- None
IDS Tower 10 Variable Assets
Minneapolis, MN 55440
<PAGE>
PAGE 31
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

James A. Mitchell Executive Vice President- None
IDS Tower 10 Marketing and Products
Minneapolis, MN 55440

John P. Moraites Group Vice President- None
Union Plaza Suite 900 Kansas/Oklahoma
3030 Northwest Expressway
Oklahoma City, OK 73112

Pamela J. Moret Vice President- None
IDS Tower 10 Corporate Communications
Minneapolis, MN 55440

Barry J. Murphy Senior Vice President- None
IDS Tower 10 Client Service
Minneapolis, MN 55440

Robert J. Neis Vice President- None
IDS Tower 10 Information Systems
Minneapolis, MN 55440 Operations

Ronald E. Newton Group Vice President- None
319 Southbridge St. Rhode Island/Central
Auburn, MA 01501 Massachusetts

Thomas V. Nicolosi Group Vice President- None
Suite 220 New York Metro Area
500 Mamaronick Avenue
Harrison, NY 10528

James R. Palmer Vice President- None
IDS Tower 10 Taxes
Minneapolis, MN 55440

Carla P. Pavone Vice President- None
IDS Tower 10 Specialty Service Teams
Minneapolis, MN 55440 and Emerging Business

Susan B. Plimpton Vice President- None
IDS Tower 10 Segmentation Development
Minneapolis, MN 55440 and Support

Larry M. Post Group Vice President- None
One Tower Bridge Philadelphia Metro
100 Front Street 8th Fl
West Conshohocken, PA 19428
<PAGE>
PAGE 32
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Ronald W. Powell Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel

James M. Punch Vice President- None
IDS Tower 10 Geographical Service
Minneapolis, MN 55440 Teams

Frederick C. Quirsfeld Vice President-Taxable None
IDS Tower 10 Mutual Fund Investments
Minneapolis, MN 55440

R. Daniel Richardson Group Vice President- None
Suite 800 Southern Texas
Arboretum Plaza One
9442 Capital of Texas Hwy N.
Austin, TX 78759

Roger B. Rogos Group Vice President- None
One Sarasota Tower Western Florida
Suite 700
Two N. Tamiami Trail
Sarasota, FL 34236

ReBecca K. Roloff Vice President-1994 None
IDS Tower 10 Program Director
Minneapolis, MN 55440

Stephen W. Roszell Vice President- None
IDS Tower 10 Advisory Institutional
Minneapolis, MN 55440 Marketing

Max G. Roth Group Vice President- None
Suite 201 S IDS Ctr Wisconsin/Upper Michigan
1400 Lombardi Avenue
Green Bay, WI 54304

Robert A. Rudell Vice President- None
IDS Tower 10 American Express
Minneapolis, MN 55440 Institutional Services

John P. Ryan Vice President and None
IDS Tower 10 General Auditor
Minneapolis, MN 55440
<PAGE>
PAGE 33
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Russell L. Scalfano Group Vice President- None
Suite 201 Exec Pk East Illinois/Indiana/Kentucky
101 Plaza East Blvd.
Evansville, IN 47715

William G. Scholz Group Vice President- None
Suite 205 Arizona/Las Vegas
7333 E Doubletree Ranch Rd
Scottsdale, AZ 85258

Stuart A. Sedlacek Vice President- None
IDS Tower 10 Assured Assets
Minneapolis, MN 55440

Donald K. Shanks Vice President- None
IDS Tower 10 Property Casualty
Minneapolis, MN 55440

F. Dale Simmons Vice President-Senior None
IDS Tower 10 Portfolio Manager,
Minneapolis, MN 55440 Insurance Investments

Judy P. Skoglund Vice President- None
IDS Tower 10 Human Resources and
Minneapolis, MN 55440 Organization Development

Julian W. Sloter Group Vice Presidnet- None
Ste 1700 Orlando FinCtr Orlando/Jacksonville
800 North Magnolia Ave.
Orlando, FL 32803

Ben C. Smith Vice President- None
IDS Tower 10 Workplace Marketing
Minneapolis, MN 55440

William A. Smith Vice President and None
IDS Tower 10 Controller-Private
Minneapolis, MN 55440 Client Group

James B. Solberg Group Vice President- None
IDS Tower 10 Eastern Iowa Area
Minneapolis, MN 55440

Bridget Sperl Vice President- None
IDS Tower 10 Human Resources
Minneapolis, MN 55440 Management Services
<PAGE>
PAGE 34
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Paul J. Stanislaw Group Vice President- None
Suite 1100 Southern California
Two Park Plaza
Irvine, CA 92714

Lois A. Stilwell Group Vice President- None
Suite 433 Outstate Minnesota Area/
9900 East Brn Road North Dakota/Western Wisconsin
Minnetonka, MN 55343

William A. Stoltzmann Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel

James J. Strauss Vice President- None
IDS Tower 10 Corporate Planning
Minneapolis, MN 55440 and Analysis

Jeffrey J. Stremcha Vice President-Information None
IDS Tower 10 Resource Management/ISD
Minneapolis, MN 55440

Neil G. Taylor Group Vice President- None
Suite 425 Seattle/Tacoma
101 Elliott Avenue West
Seattle, WA 98119

John R. Thomas Senior Vice President- Director
IDS Tower 10 Information and
Minneapolis, MN 55440 Technology

Melinda S. Urion Vice President and Treasurer
IDS Tower 10 Corporate Controller
Minneapolis, MN 55440

Peter S. Velardi Group Vice President- None
Suite 180 Atlanta/Birmingham
1200 Ashwood Parkway
Atlanta, GA 30338

Charles F. Wachendorfer Group Vice President- None
Suite 100 Denver/Salt Lake City/
Stanford Plaza II Albuquerque
7979 East Tufts Ave Pkwy
Denver, CO 80237

Wesley W. Wadman Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager
<PAGE>
PAGE 35
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Norman Weaver Jr. Senior Vice President- None
1010 Main St Suite 2B Field Management
Huntington Beach, CA 92648

Michael L. Weiner Vice President- None
IDS Tower 10 Corporate Tax
Minneapolis, MN 55440 Operations

Lawrence J. Welte Vice President- None
IDS Tower 10 Investment Administration
Minneapolis, MN 55440

Jeffry M. Welter Vice President- None
IDS Tower 10 Equity and Fixed Income
Minneapolis, MN 55440 Trading

William N. Westhoff Senior Vice President and None
IDS Tower 10 Global Chief Investment
Minneapolis, MN 55440 Officer

Thomas L. White Group Vice President- None
Suite 200 Cambridge Ct Cleveland Metro
28601 Chagrin Blvd.
Woodmere, OH 44122

Eric S. Williams Group Vice President- None
Suite 250 Virginia
3951 Westerre Parkway
Richmond, VA 23233

Edwin M. Wistrand Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel

Michael R. Woodward Senior Vice President- None
32 Ellicott St Ste 100 Field Management
Batavia, NY 14020

Item 29(c). Not applicable.

Item 30. Location of Accounts and Records

IDS Financial Corporation
IDS Tower 10
Minneapolis, MN 55440

Item 31. Management Services

Not Applicable.
<PAGE>
PAGE 36
Item 32. Undertakings

(a) Not Applicable.

(b) Not Applicable.

<PAGE>
PAGE 44
SIGNATURE

Pursuant to the requirement of the Investment Company Act of 1940,
the Registrant 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 20th day of September, 1995.

INCOME TRUST
Government Portfolio
Quality Income Portfolio
Aggressive Income Portfolio

By
William H. Dudley
President

Pursuant to the requirements of the Investment Company Act of 1940,
this Amendment to its Registration Statement has been signed below
by the following persons in the capacities and on the dates
indicated.

Signature Title Date

By Trustee, Treasurer September 20, 1995
William H. Dudley

By Trustee September 20, 1995
David R. Hubers

EXHIBIT INDEX

(b) 2. Form of By-laws of Income Trust.

<PAGE>
PAGE 1
BYLAWS FOR INCOME TRUST

ARTICLE 1
Declaration of Trust and Principal Office

1.1. Declaration of Trust. These Bylaws are subject to the
Declaration of Trust (the "Declaration") for Income Trust (the
"Trust"), as from time to time in effect.

1.2. Principal Office of the Trust. The principal office of
the Trust shall be located in Minneapolis, Minnesota.

ARTICLE 2
Meetings of Trustees

2.1. Regular Meetings. Regular meetings of the Trustees may
be held without call or notice at such places and at such times as
the Trustees may determine, provided that notice of the first
regular meeting following any such determination shall be given to
absent Trustees.

2.2. Special Meetings. Special meetings of the Trustees may
be held at any time and at any place designated in the call of the
meeting when called by the President or the Treasurer or by two or
more Trustees, sufficient notice being given to each Trustee by the
Secretary or by the officer or the Trustees calling the meeting.

2.3. Notice of Special Meetings. It will be sufficient
notice to a Trustee of a special meeting to send notice by mail at
least forty-eight hours or by telegram at least twenty-four hours
before the meeting, addressed to the Trustee at his or her last
known business or residence address or to give notice to him or her
in person or by telephone at least twenty-four hours before the
meeting. Notice of a special meeting need not be given to any
Trustee if a written waiver of notice, executed by him or her
before or after the meeting, is filed with the records of the
meeting, or to any Trustee who attends the meeting without
protesting prior to or at its commencement the lack of notice to
him or her. Neither notice of a meeting nor a waiver of a notice
need specify the purposes of the meeting.

2.4. Quorum. At any meeting of the Trustees a majority of
the Trustees then in office constitutes a quorum. Any meeting may
be adjourned from time to time by a majority of the votes cast upon
the question, whether or not a quorum is present, and the meeting
may be held as adjourned without further notice. Trustees may
participate in a meeting by means of a conference telephone or
other communications equipment by means of which all persons
participating in the meeting can hear each other at the same time
and participation by such means shall constitute presence in person
at a meeting.

2.5. Notice of Certain Actions by Consent. If, in accordance
with the provisions of the Declaration, any action is taken by the
Trustees by a written consent of less than all of the<PAGE>
PAGE 2
Trustees, then prompt notice of the action shall be furnished to
each Trustee who did not execute a written consent, provided that
the effectiveness of the action shall not be impaired by any delay
or failure to furnish notice.

ARTICLE 3
Officers

3.1. Enumeration; Qualification. The officers of the Trust
shall be a President, a Treasurer, a Secretary and such other
officers as the Trustees may in their discretion elect. The Trust
also may have such agents as the Trustees may in their discretion
appoint. The President shall be a Trustee and may but need not be
a Unitholder; and any other officer may but need not be a Trustee
or a Unitholder. Any two or more offices may be held by the same
person. A Trustee may but need not be a Unitholder.

3.2. Election. The President, the Treasurer and the
Secretary shall be elected by the Trustees upon the occurrence of
any vacancy in any office. Other officers may be elected or
appointed by the Trustees at any time. Vacancies in any other
office may be filled at any time.

3.3. Tenure. The President, the Treasurer and the Secretary
will hold office until he or she dies, resigns, is removed or
becomes disqualified. Each other officer shall hold office and
each agent shall retain authority at the pleasure of the Trustees.

3.4. Powers. Subject to the other provisions of these
Bylaws, each officer shall have, in addition to the duties and
powers herein and in the Declaration, such duties and powers as are
commonly incident to the office occupied by him or her as if the
Trust were organized as a Massachusetts business corporation and
such other duties and powers as the Trustees may from time to time
designate.

3.5. President. Unless the Trustees otherwise provide, the
President shall preside at all meetings of the Unitholders and of
the Trustees. Unless the Trustees otherwise provide, the President
shall be the chief executive officer.

3.6. Treasurer. Unless the Trustees provide otherwise, the
Treasurer shall be the chief financial and accounting officer of
the Trust, and shall, subject to the provisions of the Declaration
and to any arrangement made by the Trustees with a custodian,
investment adviser or manager, or transfer, Unitholder servicing or
similar agent, be in charge of the valuable papers, books of
account and accounting records of the Trust, and shall have such
other duties and powers as may be designated from time to time by
the Trustees or by the President.

3.7. Secretary. The Secretary shall record all proceedings
of the Unitholders and the Trustees in books to be kept therefor,
which books or a copy thereof shall be kept at the principal office<PAGE>
PAGE 3
of the Trust. In the absence of the Secretary from any meeting of
the Unitholders or Trustees, a temporary Secretary chosen at the
meeting shall record the proceedings.

3.8. Resignations and Removals. Any Trustee or officer may
resign at any time by written instrument signed by him or her and
delivered to the President or the Secretary or to a meeting of the
Trustees. A resignation shall be effective upon receipt unless
specified to be effective at some other time. The Trustees may re
move any officer elected by them with or without cause. Except to
the extent expressly provided in a written agreement with the
Trust, no Trustee or officer resigning and no officer removed shall
have any right to any compensation for any period following his or
her resignation or removal, or any right to damages on account of
such removal.

ARTICLE 4
Committees

4.1. Quorum; Voting. A majority of the members of any
Committee appointed by the Trustees shall constitute a quorum for
the transaction of business, and any action of such a Committee may
be taken at a meeting by a vote of a majority of the members
present (a quorum being present) or evidenced by one or more
writings signed by a majority. Trustees may participate in a
meeting by means of a conference telephone or other communications
equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by
such means shall constitute presence in person at a meeting.

ARTICLE 5
Reports

The Trustees and officers shall give reports at the time and
in the manner required by the Declaration or any applicable law.
Officers and Committees shall give additional reports as they may
deem desirable or as may be required by the Trustees.

ARTICLE 6
Fiscal year

The fiscal year of the Trust shall begin on the first day of
June in each year and end on the thirty-first day of May following.

ARTICLE 7
Seal

The seal of the Trust shall consist of a flat-faced die with
the word "Massachusetts", together with the name of the Trust and
the year of its organization cut or engraved thereon but, unless
otherwise required by the Trustees, the seal shall not be necessary
to be placed on and its absence shall not impair the validity of,
any document, instrument or other paper executed and delivered by
or on behalf of the Trust.
<PAGE>
PAGE 4
ARTICLE 8
Execution of Papers

Except as the Trustees may generally or in particular cases
authorize the execution in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall
be signed by the President, a Vice President or the Treasurer and
need not bear the seal of the Trust.

ARTICLE 9
Issuance of Units and Unit Certificates

9.1. Sale of Units. Except as otherwise determined by the
Trustees, the Trust will issue and sell for cash or securities from
time to time, full shares of its Units of beneficial interest. In
the case of Units sold for securities, such securities shall be
valued in accordance with the provisions for determining the value
of the assets of the Trust as stated in the Declaration and these
Bylaws. The officers of the Trust are severally authorized to take
all such actions as may be necessary or desirable to carry out this
section.

9.2. Unit Certificates. In lieu of issuing certificates for
Units, the Trustees or the transfer agent may either issue receipts
therefor or may keep accounts upon the books of the Trust for the
record holders of such Units.

ARTICLE 10
Provisions Relating to the Conduct of the Trust's Business

10.1. Certain definitions. When used herein the following
word shall have the following meanings: "Distributor" shall mean
any one or more corporations, firms or associations which have
distributor's or principal underwriter's contracts in effect with
the Trust providing that redeemable Units issued by the Trust shall
be offered and sold by such Distributor. "Manager" shall mean any
corporation, firm or association which may at the time have an
advisory or management contract with the Trust.

10.2. Limitations on Dealings with Officers or Trustees. The
Trust will not lend any of its assets to the Distributor or Manager
or to any officer or director of the Distributor or Manager or any
officer or Trustee of the Trust, and shall not permit any officer
or Trustee or any officer or director of the Distributor or Manager
to deal for or on behalf of the Trust with himself or herself as
principal or agent, or with any partnership, association or
corporation in which he or she has a financial interest; provided
that the foregoing provisions shall not prevent (a) officers and
Trustees of the Trust or officers and directors of the Distributor
or Manager from buying, holding or selling Units in the Trust or
from being partners, officers or directors of or otherwise
financially interested in the Distributor or the Manager; (b)
purchase or sale of securities or other property if such
transaction is permitted by or is exempt or exempted from the
provisions of the Investment Company Act of 1940 or any rule or<PAGE>
PAGE 5
regulation thereunder and if such transaction does not involve any
commission or profit to any security dealer who is, or one or more
of whose partners, shareholders, officers or directors is, an
officer or Trustee of the Trust or an officer or director of the
Distributor or Manager; (c) employment of legal counsel, registrar,
transfer agent, unitholder servicing agent, dividend disbursing
agent or custodian who is, or has a partner, shareholder, officer
or director who is, an officer or Trustee of the Trust or an
officer or director of the Distributor or Manager; (d) sharing
statistical, research, legal and management expenses and office
hire and expenses with any other investment company in which an
officer or Trustee of the Trust or an officer or director of the
Distributor or Manager is an officer or director or otherwise
financially interested.

10.3. Securities and Cash of the Trust to Be Held by
Custodian Subject to Certain Terms and Conditions. All securities
and cash owned by the Trust shall be held by or deposited with one
or more banks or trust companies having (according to its last
published report) not less than $1,000,000 aggregate capital,
surplus and undivided profits (any such bank or trust company being
hereby designated as "Custodian"), provided such a Custodian can be
found ready and willing to act; subject to such rules, regulations
and orders as the Securities and Exchange Commission may adopt, the
Trust may, or may permit any Custodian to, deposit all or any part
of the securities owned by the Trust in a system for the central
handling of securities pursuant to which all securities of any
particular class or series of any issue deposited within the system
may be transferred or pledged by bookkeeping entry, without
physical delivery. The Custodian may appoint, subject to the
approval of the Trustees, one or more subcustodians.

10.4. Reports to Unitholders. The Trust shall send to each
Unitholder of record at least semi-annually a statement of the
condition of the Trust and of the results of its operations,
containing all information required by applicable laws or
regulations.

10.5. Determination of Net Asset Value Per Unit. Net asset
value per Unit of each class or series of units of the Trust shall
mean: (i) the value of all the assets properly allocable to such
class or series; (ii) less total liabilities properly allocable to
such class or series; (iii) divided by a number of units of such
class or series deemed to be outstanding, in each case at the time
of each determination. Except as otherwise determined by the
Trustees, the net asset value per share of each class or series
shall be determined no less frequently than once daily, Monday
through Friday, on days on which the New York Stock Exchange is
open for trading, at such time or times that the Trustees set at
least annually.

10.6. Discontinuation of Sale of Units. If the sale of units
is discontinued, the Trustees may, pursuant to resolution, deduct
from the value of the assets an amount equal to the brokerage
commissions, transfer taxes and charges, if any, which would be
possible on the sale of securities if they were then being sold.<PAGE>
PAGE 6
ARTICLE 11
Unitholders

11.1. Meetings. A meeting of the Unitholders shall be called
by the Secretary whenever ordered by the Trustees or requested in
writing by the holder or holders of at least ten percent (10%) of
the outstanding units entitled to vote at such meeting. If the
Secretary, when so ordered or requested, refuses or neglects for
more than two days to call such meeting, the Trustees or the
Unitholders so requesting may, in the name of the Secretary, call
the meeting by giving notice thereof in the manner required when
notice is given by the Secretary.

11.2. Access to Unitholder List. Unitholders of record may
apply to the Trustees for assistance in communicating with other
Unitholders for the purpose of calling a meeting in order to vote
upon the question of removal of a Trustee. When ten or more
Unitholders of record who have been such for at least six months
preceding the date of application and who hold in the aggregate
units having a net asset value of at least $25,000 so apply, the
Trustees shall within five business days either:

(i) afford to applicants access to a list of names and
addresses of all Unitholders as recorded on the books of the
Trust; or

(ii) inform applicants of the approximate number of
Unitholders of record and the approximate cost of mailing
material to them, and, within a reasonable time thereafter,
mail, at the applicants' expense, materials submitted by the
applicants, to all such Unitholders of record. The Trustees
shall not be obligated to mail materials which they believe to
be misleading or in violation of applicable law.

11.3. Record Dates. For the purpose of determining the
Unitholders of any class or series of Units of the Trust who are
entitled to vote or act at any meeting or any adjournment thereof,
or who are entitled to receive payment of any dividend or of any
other distribution, the Trustees may from time to time fix a time,
which shall be not more than 90 days before the date of any meeting
of Unitholders or more than 60 days before the date of payment of
any dividend or of any other distribution, as the record date for
determining the Unitholders of such class or series having the
right to notice of and to vote at such meeting and any adjournment
thereof or the right to receive such dividend or distribution, and
in such case only Unitholders of record on such record date shall
have such right notwithstanding any transfer of Units on the books
of the Trust after the record date; or without fixing such record
date the Trustees may for any such purposes close the register or
transfer books for all or part of such period.

11.4. Proxies. The placing of a Unitholder's name on a proxy
pursuant to telephone or electronically transmitted instructions
obtained pursuant to procedures reasonably designed to verify that
such instructions have been authorized by such Unitholder shall
constitute execution of such proxy by or on behalf of such
Unitholder.<PAGE>
PAGE 7
ARTICLE 12
Preferences, Rights and Privileges of the
Trust's Classes of Units

Each class of Units of the Trust or of a particular series of
the Trust, as the case may be, will represent interests in the same
portfolio of investments of the Trust (or that series) and be
identical in all respects, except as set forth below: (a) each
class of Units will be charged with any incremental Unitholder
servicing expense attributable solely to such class, as determined
by the Trustees, (b) each class of Units shall be charged with any
other expenses properly allocated to such class, as determined by
the Trustees and approved by the Securities and Exchange
Commission, (c) each class of Units will have only such exchange
privileges as may from time to time be described in the Trust's
prospectus with respect to such class, (d) each class of Units
shall bear such designation as may be approved from time to time by
the Trustees and (e) reinvestments of distributions from the Trust
paid with respect to the Units of a particular class will be paid
in additional shares of such class.

ARTICLE 13
Amendment to the Bylaws

These Bylaws may be amended or repealed, in whole or in part,
by a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such a majority.