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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 3 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)
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Government Income Portfolio, High Yield Portfolio and Quality
Income Portfolio (individually a Portfolio or collectively the
Portfolios) are incorporated herein by reference from Strategist
Income Fund, Inc., Registration Statement No. 33-60323, Post-
Effective Amendment No. 3 (the Feeder Fund Filing), filed
electronically on or about July 30, 1997.
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, High Yield Portfolio and Quality Income Portfolio
(individually, the Portfolio. As used in this document, "Portfolio
refers to the Portfolios in the Trust.) The Portfolio issues units
of beneficial interest without any sales charge. Units in the
Portfolio 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 Portfolio 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 as unitholders.
Goals and types of Portfolio investments and their risks
The section entitled "Goals and types of Fund investments and their
risks" in Part A of the Feeder Fund Filing is incorporated herein
by reference.
Investment policies and risks
The section entitled "Investment policies and risks" in Part A of
the Feeder Fund Filing is incorporated herein by reference.
Item 5. Management of the Fund.
The Board
The Trust has a board of trustees (the Board) which has primary
responsibility for the overall management of the Trust. It elects
officers and retains service providers to carry out day-to-day
operations.
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The Advisor
The sections entitled "Manager and distributor", "Investment
manager" and "About the Advisor" in Part A of the Feeder Fund
Filing are incorporated herein by reference.
The Advisor also has been retained to provide transfer agent
services (handling unitholder accounts) and administrative
services.
Portfolio managers
The section entitled "Portfolio managers" in Part A of the Feeder
Fund Filing is incorporated herein by reference.
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. Each unit of the Trust has one vote,
and, when issued, is fully paid, non-assessable, and redeemable.
Units have cumulative voting rights when electing trustees.
Currently, the Trust has three series of units, the "Portfolios."
The assets and liabilities of each series are separate and distinct
from any other series. Additional series may be added in the
future by the board.
A unitholder's interest in the Trust cannot be transferred, but the
unitholder may withdraw all or any portion of its investment at any
time at net asset value. Under the terms of the Declaration of
Trust on file with the Secretary of State of the Commonwealth of
Massachusetts, all persons having any claim against the Portfolio
shall look only to the assets of that Portfolio for payment and no
unitholder, trustee, officer or agent shall be personally liable
therefor.
The Portfolio is a partnership that is not subject to any federal
income tax. However, each unitholder in the Portfolio is 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 unitholder's share will be made in accordance
with the Internal Revenue Code of 1986, as amended (the Code),
regulations promulgated thereunder and the Declaration of Trust.
The Portfolios' taxable year-ends will be May 31. It is intended
that the Portfolios' assets, income and distributions will be
managed to satisfy the requirements of Subchapter M of the Code
assuming that a unitholder invests all its assets in the Portfolio.
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There are tax issues that are relevant to unitholders who purchase
units with assets rather than cash. Such purchases will not be
taxable provided certain requirements are met. Unitholders are
advised to consult their own tax advisors about the tax
consequences of investing in the Portfolio.
Item 7. Purchase of Securities Being Offered.
The Portfolio's units are not registered under the 1933 Act and may
not be sold publicly. Instead, units are offered pursuant to
exemptions from that Act in private transactions.
Units are offered only to other investment companies and certain
institutional investors. All units are sold without a sales
charge. All investments in the 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
Portfolio does not issue stock certificates.
The minimum initial investment is $5,000,000 with no minimum on
subsequent investments.
Net asset value (NAV) is the total value of the Portfolio's
investments and other assets less any liabilities. Each unit has a
value of $1.00. The Portfolio is deemed to have outstanding the
number of units equal to its NAV and each unitholder is deemed to
hold the number of units equal to its proportionate investment in
the Portfolio. NAV 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).
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.
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.
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. The Portfolio reserves the right upon 30-days'
written notice to redeem, at net asset value, the units of any
unitholder whose account 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.
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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
Please refer to Item 4 of Part A for the objectives of the
Portfolio.
The section entitled "Additional Investment Policies" in Part B of
the Feeder Fund Filing is incorporated herein by reference.
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Portfolio turnover rates:
The portfolio turnover rate information in the last paragraph of
the section entitled "Security Transactions" in Part B of the
Feeder Fund Filing is incorporated herein by reference.
Item 14: Management of the Fund
BOARD MEMBERS AND OFFICERS
The board members and officers information in the section entitled
"Board Members and Officers" in Part B of the Feeder Fund Filing is
incorporated herein by reference.
Item 15: Control Persons and Principal Holder of Securities
As of May 31, 1997, the following entities held more than 5% of the
outstanding units of the Portfolios:
<TABLE>
<CAPTION>
Portfolio Unitholder Percentage of ownership
<S> <C> <C>
Government Income IDS Federal Income Fund 99.97%
High Yield IDS Extra Income Fund 99.97%
Quality Income IDS Selective Fund 99.96%
</TABLE>
Item 16: Investment Advisory and Other Services
AGREEMENTS
Investment Management Services Agreement
"Investment Management Services Agreement" subsection of the
section entitled "Agreements" in Part B of the Feeder Fund Filing
is incorporated herein by reference.
Transfer Agency and Administration Agreement
The Trust, on behalf of the Portfolio, has a Transfer Agency and
Administration 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 $1 per year
and dividing by the number of days in that year.
Placement Agency Agreement
Pursuant to a Placement Agency Agreement, American Express
Financial Advisors Inc. acts as a placement agent of the units of
the Trust.
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Custodian
"Custodian Agreement" subsection of the section entitled
"Agreements" in Part B of the Feeder Fund Filing is incorporated
herein by reference.
Item 17: Brokerage Allocations and Other Practices
SECURITY TRANSACTIONS
All paragraphs except the last paragraph in the section entitled
"Security Transactions" in Part B of the Feeder Fund Filing are
incorporated herein by reference.
BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH THE ADVISOR
The section entitled "Brokerage Commissions Paid to Brokers
Affiliated with the Advisor" in Part B of the Feeder Fund Filing is
incorporated herein by reference.
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 Investment Company Act of 1940
(the 1940 Act).
The overall management of the business of the Portfolio is vested
with the board members. The board members approve all significant
agreements between the Portfolio and persons or companies
furnishing services to the Portfolio. The day-to-day operations of
the Portfolio are delegated to the officers of the Trust subject to
the investment objective and policies of the 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.
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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 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
or her 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 or her 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 in response to this item is provided in addition to
information provided in 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 Portfolio 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 the Portfolio's securities is not reasonably
practicable or it is not reasonably practicable for the Portfolio
to determine the fair value of its net assets, or
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'The SEC, under the provisions of the 1940 Act, as amended,
declares a period of emergency to exist.
Should the 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
The 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 in an amount which will increase the value of the
accounts to at least $1,000,000.
REDEMPTIONS IN KIND
The Trust has elected to be governed by Rule 18f-1 under the 1940
Act, which obligates the 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 the Portfolio at the
beginning of such period. Although redemptions in excess of this
limitation would normally be paid in cash, the 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 such
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 the
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 the Portfolio. The
dollar value of a unitholder's interest in the Portfolio is
determined by multiplying the unitholder's proportionate interest
by the net asset value of that Portfolio.
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In determining net assets before unitholder transactions, the
securities held by the Portfolio are valued as follows as of the
close of business of the New York Stock Exchange (the Exchange):
'Securities, except bonds other than convertibles, traded on a
securities exchange for which a last-quoted sales price is readily
available are valued at the last-quoted sales price on the exchange
where such security is primarily traded.
'Securities traded on a securities exchange for which a last-quoted
sales price is not readily available are valued at the mean of the
closing bid and asked prices, looking first to the bid and asked
prices on the exchange where the security is primarily traded and,
if none exist, to the over-the-counter market.
'Securities included in the NASDAQ National Market System are
valued at the last-quoted sales price in this market.
'Securities included in the NASDAQ National Market System for which
a last-quoted sales price is not readily available, and other
securities traded over-the-counter but not included in the NASDAQ
National Market System are valued at the mean of the closing bid
and asked prices.
'Futures and options traded on major exchanges are valued at the
last-quoted sales price on their primary exchange.
'Foreign securities traded outside the United States are generally
valued as of the time their trading is complete, which is usually
different from the close of the Exchange. Foreign securities
quoted in foreign currencies are translated into U.S. dollars at
the current rate of exchange. Occasionally, events affecting the
value of such securities may occur between such times and the close
of the Exchange that will not be reflected in the computation of
the portfolio's net asset value. If events materially affecting
the value of such securities occur during such period, these
securities will be valued at their fair value according to
procedures decided upon in good faith by the board.
'Short-term securities maturing more than 60 days from the
valuation date are valued at the readily available market price or
approximate market value based on current interest rates. Short-
term securities maturing in 60 days or less that originally had
maturities of more than 60 days at acquisition date are valued at
amortized cost using the market value on the 61st day before
maturity. Short-term securities maturing in 60 days or less at
acquisition date are valued at amortized cost. Amortized cost is
an approximation of market value determined by systematically
increasing the carrying value of a security if acquired at a
discount, or reducing the carrying value if acquired at a premium,
so that the carrying value is equal to maturity value on the
maturity date.
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'Securities without a readily available market price, bonds other
than convertibles and other assets are valued at fair value as
determined in good faith by the board. The board is responsible
for selecting methods it believes provide fair value. When
possible, bonds are valued by a pricing service independent from
the Portfolio. If a valuation of a bond is not available from a
pricing service, the bond will be valued by a dealer knowledgeable
about the bond if such a dealer is available.
The Exchange, the Advisor and the Portfolio will be closed on the
following holidays: New Year's Day, 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
The financial statements of Government Income Portfolio, High Yield
Portfolio and Quality Income Portfolio in Part B of the Feeder Fund
Filing are incorporated herein by reference.
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PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) FINANCIAL STATEMENTS:
The financial statements of Government Income Portfolio, High
Yield Portfolio and Quality Income Portfolio in Part B of the
Feeder Fund Filing are incorporated herein by reference.
(b) EXHIBITS:
1(a). Declaration of Trust filed electronically as Exhibit 1(a)
to Registrant's original Registration Statement (File No.
811-7307).
1(b). Amended and Restated Declaration of Trust, dated March 7,
1996, filed electronically as Exhibit 1(b).*
2. Form of By-laws filed electronically as Exhibit 2.*
3. Not Applicable.
4. Not Applicable.
5. Form of Investment Management Services Agreement filed
electronically as Exhibit 5.*
6. Not Applicable.
7. Not Applicable.
8. Form of Custodian Agreement filed electronically as
Exhibit 8.*
9(a). Form of Transfer Agency and Administration Agreement
filed electronically as Exhibit 9.*
9(b). Form of Placement Agency Agreement filed electronically
as Exhibit 6.*
10. Not Applicable.
11. Not Applicable.
12. Not Applicable.
13. Subscription Agreement filed electronically as Exhibit
13.*
14. Not Applicable.
15. Not Applicable.
16. Not Applicable.<PAGE>
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17. The financial data schedules are not required because the
Registrant's financial statements are incorporated by
reference.
18. Not Applicable.
19(a). Trustees' Power of Attorney, dated January 8, 1997, is
filed electronically as Exhibit 19(a).*
19(b). Officers' Power of Attorney, dated April 11, 1996, filed
electronically as Exhibit 19(b).*
Item 25. Persons Controlled by or Under Common Control with
Registrant
None.
Item 26. Number of Holders of Securities
(1) (2)
Title of Class Number of Record Holders
Units of as of July 15, 1997
Beneficial Interest
Government Income Portfolio 2
High Yield Portfolio 2
Quality Income Portfolio 2
Item 27. Indemnification
The Declaration of Trust of the registrant provides that the Trust
shall indemnify any person who was or is a party or is threatened
to be made a party, by reason of the fact that he is or was a
trustee, officer, employee or agent of the Trust, or is or was
serving at the request of the Trust as a trustee, officer, employee
or agent of another company, partnership, joint venture, trust or
other enterprise, to any threatened, pending or completed action,
suit or proceeding, wherever brought, and the Trust may purchase
liability insurance and advance legal expenses, all to the fullest
extent permitted by the laws of the State of Massachusetts, as now
existing or hereafter amended. The By-laws of the registrant
provide that present or former directors or officers of the Trust
made or threatened to be made a party to or involved (including as
a witness) in an actual or threatened action, suit or proceeding
shall be indemnified by the Trust to the full extent authorized by
the laws of the Commonwealth of Massachusetts, all as more fully
set forth in the By-laws filed as an exhibit to this registration
statement.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a trustee, officer
or controlling person of the registrant in the successful defense<PAGE>
PAGE 14
of any action, suit or proceeding) is asserted by such trustee,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Any indemnification hereunder shall not be exclusive of any other
rights of indemnification to which the trustees, officers,
employees or agents might otherwise be entitled. No
indemnification shall be made in violation of the Investment
Company Act of 1940.
*This Exhibit is incorporated herein by reference to Registrant's
Amendment No. 2 to Registration No. 811-7307.
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American Express Financial Corporation is the investment advisor of
the Portfolios of the Trust.
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Item 29. Principal Underwriters
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
Item 30. Location of Accounts and Records
American Express Financial Corporation
IDS Tower 10
Minneapolis, MN 55440
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
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SIGNATURE
Pursuant to the requirements 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 30th day of July, 1997.
INCOME TRUST
By /s/ William R. Pearce **
William R. Pearce, President
By /s/ Melinda S. Urion
Melinda S. Urion, Treasurer
Pursuant to the requirements of the Investment Company Act of 1940,
this Amendment to the Registration Statement has been signed below
by the following persons in the capacities indicated on the 30th
day of July, 1997.
Signatures Capacity
/s/ William R. Pearce* Trustee
William R. Pearce
/s/ H. Brewster Atwater, Jr.* Trustee
H. Brewster Atwater, Jr.*
/s/ Lynne V. Cheney* Trustee
Lynne V. Cheney
/s/ William H. Dudley* Trustee
William H. Dudley
/s/ Robert F. Froehlke* Trustee
Robert F. Froehlke
/s/ David R. Hubers* Trustee
David R. Hubers
/s/ Heinz F. Hutter* Trustee
Heinz F. Hutter
/s/ Anne P. Jones* Trustee
Anne P. Jones
/s/ Melvin R. Laird* Trustee
Melvin R. Laird
/s/ Alan K. Simpson* Trustee
Alan K. Simpson
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Signatures Capacity
/s/ Edson W. Spenser* Trustee
Edson W. Spencer
/s/ John R. Thomas* Trustee
John R. Thomas
/s/ Wheelock Whitney* Trustee
Wheelock Whitney
/s/ C. Angus Wurtele* Trustee
C. Angus Wurtele
* Signed pursuant to Trustees' Power of Attorney, dated January 8,
1997, is filed electronically herewith as Exhibit 19(a), by:
William R. Pearce
** Signed pursuant to Officers' Power of Attorney, dated April 11,
1996, filed electronically as Exhibit 19(b) to Registrant's
Amendment No. 2, by:
William R. Pearce
