SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 4 [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>
Information about Government Income Portfolio, High Yield Portfolio and Quality
Income Portfolio is 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 29, 1998.
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. As used in this document, "the Portfolio" refers to each Portfolio 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) that has primary responsibility
for the overall management of the Trust. It elects officers and retains service
providers to carry out day-to-day operations.
<PAGE>
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.
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 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 Trust or the Portfolio shall look only to the assets of the Trust or that
particular Portfolio for payment and no unitholder, trustee, officer or agent
shall be held personally liable.
The Portfolio is identified as a partnership for tax purposes and 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 Portfolio's taxable year-end is May 31. It is intended that the Portfolio's
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.
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.
<PAGE>
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 the 1933 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.
<PAGE>
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" and the portfolio turnover
rate information in the last paragraph of the section entitled "Security
Transactions" in Part B of the Feeder Fund Filing are incorporated herein by
reference.
Item 14: Management of the Fund.
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, 1998, 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
The "Investment Management Services Agreement" subsection of the section
entitled "Agreements" in Part B of the Feeder Fund Filing is incorporated herein
by reference.
<PAGE>
Transfer Agency and Administration Agreement
The Trust, on behalf of the Portfolio, has a Transfer Agency and Administration
Agreement with American Express Client Service Corporation. 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 Portfolio's 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 placement agent of the units of the Trust.
Custodian
The "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.
<PAGE>
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 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.
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.
<PAGE>
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
`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
<PAGE>
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, the Portfolio
does not expect to exercise this option unless that 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.
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 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.
<PAGE>
Foreign securities quoted in foreign currencies are translated into U.S. dollars
at the current rate of exchange. Occasionally, events affecting the value of
such securities may occur between such times and the close of the Exchange that
will not be reflected in the computation of the Portfolio's net asset value. If
events materially affecting the value of such securities occur during such
period, these securities will be valued at their fair value according to
procedures decided upon in good faith by the board.
`Short-term securities maturing more than 60 days from the valuation date are
valued at the readily available market price or approximate market value based
on current interest rates. Short-term securities maturing in 60 days or less
that originally had maturities of more than 60 days at acquisition date are
valued at amortized cost using the market value on the 61st day before maturity.
Short-term securities maturing in 60 days or less at acquisition date are valued
at amortized cost. Amortized cost is an approximation of market value determined
by systematically increasing the carrying value of a security if acquired at a
discount, or reducing the carrying value if acquired at a premium, so that the
carrying value is equal to maturity value on the maturity date.
`Securities without a readily available market price 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, American Express Financial Advisors Inc. 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.
<PAGE>
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), is
incorporated herein by reference.
1(b). Amended and Restated Declaration of Trust, dated March 7, 1996, filed
as Exhibit 1(b) to Registrant's Amendment No. 2 to Registration No.
811-7307, is incorporated herein by reference.
2. Copy of By-laws is filed electronically herewith.
3. Not Applicable.
4. Not Applicable.
5. Copy of Investment Management Services Agreement between Income Trust
on behalf of its underlying Portfolios, and American Express Financial
Corporation, is filed electronically herewith.
6. Not Applicable.
7. Not Applicable.
8(a). Copy of Custodian Agreement between Income Trust, on behalf of
Government Income Portfolio, and American Express Trust Company, is
filed electronically herewith.
8(b). Copy of Custodian Agreement between Income Trust, on behalf of High
Yield Portfolio, and First Bank National Association, is filed
electronically herewith.
8(c). Copy of Custodian Agreement between Income Trust, on behalf of Quality
Income Portfolio, and First Bank National Association, is filed
electronically herewith.
8(d). Copy of Custodian Agreement Amendment between Income Trust on behalf of
Government Income Portfolio and American Express Trust Company, dated
October 9, 1997, filed electronically on or about November 26, 1997 as
Exhibit 8(c) to Amendment No. 4 to Registration Statement No. 811-7393,
is incorporated herein by reference. Registrant's Custodian Agreement
Amendment differs from the one incorporated by reference only by the
fact that Registrant is one executing party.
<PAGE>
9(a). Copy of Transfer Agency and Administration Agreement between Income
Trust on behalf of its underlying Portfolios, and American Express
Client Service Corporation is filed electronically herewith.
9(b). Copy of Placement Agent Agreement between Income Trust, on behalf of
its underlying Portfolios, and American Express Financial Advisors
Inc., is filed electronically herewith.
10. Not Applicable.
11. Not Applicable.
12. Not Applicable.
13. Copy of Subscription Agreement is filed electronically herewith.
14. Not Applicable.
15. Not Applicable.
16. Not Applicable.
17. The financial data schedules are filed electronically herewith.
18. Not Applicable.
19(a). Trustees' Power of Attorney, dated January 7, 1998, is filed
electronically herewith as Exhibit 19(a).
19(b). Officers' Power of Attorney, dated April 11, 1996, filed electronically
as Exhibit 19(b). to Registrant's Amendment No. 1, is incorporated
herein by reference.
Item 25. Persons Controlled by or Under Common Control with Registrant
None.
Item 26. Number of Holders of Securities
(1) (2)
Title of Class Number of Record Holders
Units of as of July 15, 1998
Beneficial Interest
Government Income Portfolio 2
High Yield Portfolio 2
Quality Income Portfolio 2
<PAGE>
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 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.
<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> <C>
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Name and Title Other company(s) Address Title within other
company(s)
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Ronald G. Abrahamson, American Express Client IDS Tower 10 Director and Vice President
Vice President Service Corporation Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
North Dakota Public Director and Vice President
Employee Payment Company
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Douglas A. Alger, American Express Financial IDS Tower 10 Senior Vice President
Senior Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Peter J. Anderson, Advisory Capital Strategies IDS Tower 10 Director
Director and Senior Vice Group Inc. Minneapolis, MN 55440
President
American Express Asset Director and Chairman of
Management Group Inc. the Board
American Express Asset Director, Chairman of the
Management International, Board and Executive Vice
Inc. President
American Express Financial Senior Vice President
Advisors Inc.
IDS Capital Holdings Inc. Director and President
IDS Futures Corporation Director
NCM Capital Management 2 Mutual Plaza Director
Group, Inc. 501 Willard Street
Durham, NC 27701
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Ward D. Armstrong, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Service Vice President
Corporation
American Express Trust Director and Chairman of
Company the Board
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
John M. Baker, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Trust Senior Vice President
Company
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Joseph M. Barsky III, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Timothy V. Bechtold, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Life Insurance Company Executive Vice President
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
John C. Boeder, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Life Insurance Company Box 5144 Director
of New York Albany, NY 12205
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Douglas W. Brewers, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Karl J. Breyer, American Express Financial IDS Tower 10 Senior Vice President
Director, Senior Vice Advisors Inc. Minneapolis, MN 55440
President
American Express Minnesota Director
Foundation
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Daniel J. Candura, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Cynthia M. Carlson, American Enterprise IDS Tower 10 Director, President and
Vice President Investment Services Inc. Minneapolis, MN 55440 Chief Executive Officer
American Express Financial Vice President
Advisors Inc.
American Express Service Vice President
Corporation
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Mark W. Carter, American Express Financial IDS Tower 10 Senior Vice President and
Senior Vice President and Advisors Inc. Minneapolis, MN 55440 Chief Marketing Officer
Chief Marketing Officer
IDS Life Insurance Company Executive Vice President
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
James E. Choat, American Enterprise Life IDS Tower 10 Director, President and
Senior Vice President Insurance Company Minneapolis, MN 55440 Chief Executive Officer
American Express Financial Senior Vice President
Advisors Inc.
American Express Insurance Vice President
Agency of Idaho Inc.
American Express Insurance Vice President
Agency of Nevada Inc.
American Express Insurance Vice President
Agency of Oregon Inc.
American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Vice President
Alabama Inc.
IDS Insurance Agency of Vice President
Arkansas Inc.
IDS Insurance Agency of Vice President
Massachusetts Inc.
IDS Insurance Agency of New Vice President
Mexico Inc.
IDS Insurance Agency of Vice President
North Carolina Inc.
IDS Insurance Agency of Vice President
Ohio Inc.
IDS Insurance Agency of Vice President
Wyoming Inc.
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Kenneth J. Ciak, AMEX Assurance Company IDS Tower 10 Director and President
Vice President and General Minneapolis, MN 55440
Manager
American Express Financial Vice President and General
Advisors Inc. Manager
IDS Property Casualty 1 WEG Blvd. Director and President
Insurance Company DePere, WI 54115
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Paul A. Connolly, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Colleen Curran, American Express Financial IDS Tower 10 Vice President and
Vice President and Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
Assistant General Counsel
American Express Service Vice President and Chief
Corporation Legal Counsel
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Regenia David, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Luz Maria Davis American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Gordon L. Eid, American Express Financial IDS Tower 10 Senior Vice President,
Director, Senior Vice Advisors Inc. Minneapolis, MN 55440 General Counsel and Chief
President, Deputy General Compliance Officer
Counsel and Chief
Compliance Officer
American Express Insurance Director and Vice President
Agency of Arizona Inc.
American Express Insurance Director and Vice President
Agency of Idaho Inc.
American Express Insurance Director and Vice President
Agency of Nevada Inc.
American Express Insurance Director and Vice President
Agency of Oregon Inc.
American Express Property Director and Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Director and Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Director and Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Director and Vice President
Alabama Inc.
IDS Insurance Agency of Director and Vice President
Arkansas Inc.
IDS Insurance Agency of Director and Vice President
Massachusetts Inc.
IDS Insurance Agency of New Director and Vice President
Mexico Inc.
IDS Insurance Agency of Director and Vice President
North Carolina Inc.
IDS Insurance Agency of Director and Vice President
Ohio Inc.
IDS Insurance Agency of Director and Vice President
Wyoming Inc.
IDS Real Estate Services, Vice President
Inc.
Investors Syndicate Director
Development Corp.
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Robert M. Elconin, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Life Insurance Company Vice President
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Gordon M. Fines, American Express Asset IDS Tower 10 Executive Vice President
Vice President Management Group Inc. Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Douglas L. Forsberg, American Centurion Life IDS Tower 10 Director
Vice President Assurance Company Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Jeffrey P. Fox, American Enterprise Life IDS Tower 10 Vice President and
Vice President and Insurance Company Minneapolis, MN 55440 Controller
Corporate Controller
American Express Financial Vice President and
Advisors Inc. Corporate Controller
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Harvey Golub, American Express Company American Express Tower Chairman and Chief
Director World Financial Center Executive Officer
New York, NY 10285
American Express Travel Chairman and Chief
Related Services Company, Executive Officer
Inc.
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
David A. Hammer, American Express Financial IDS Tower 10 Vice President and
Vice President and Advisors Inc. Minneapolis, MN 55440 Marketing Controller
Marketing Controller
IDS Plan Services of Director and Vice President
California, Inc.
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Lorraine R. Hart, AMEX Assurance Company IDS Tower 10 Vice President
Vice President Minneapolis, MN 55440
American Enterprise Life Vice President
Insurance Company
American Express Financial Vice President
Advisors Inc.
American Partners Life Director and Vice
Insurance Company President
IDS Certificate Company Vice President
IDS Life Insurance Company Vice President
IDS Life Series Fund, Inc. Vice President
IDS Life Variable Annuity Vice President
Funds A and B
Investors Syndicate Director and Vice
Development Corp. President
IDS Life Insurance Company P.O. Box 5144 Investment Officer
of New York Albany, NY 12205
IDS Property Casualty 1 WEG Blvd. Vice President
Insurance Company DePere, WI 54115
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Scott A. Hawkinson, American Centurion Life IDS Tower 10 Chief Actuary
Vice President Assurance Company Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Janis K. Heaney, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
James G. Hirsh, American Express Financial IDS Tower 10 Vice President and
Vice President and Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
Assistant General Counsel
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Darryl G. Horsman, American Express Trust IDS Tower 10 Director and President
Vice President Company Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Jeffrey S. Horton, AMEX Assurance Company IDS Tower 10 Vice President, Treasurer
Vice President and Minneapolis, MN 55440 and Assistant Secretary
Corporate Treasurer
American Centurion Life Vice President and
Assurance Company Treasurer
American Enterprise Vice President and
Investment Services Inc. Treasurer
American Enterprise Life Vice President and
Insurance Company Treasurer
American Express Asset Vice President and
Management Group Inc. Treasurer
American Express Asset Vice President and
Management International Treasurer
Inc.
American Express Client Vice President and
Service Corporation Treasurer
American Express Corporation Vice President and
Treasurer
American Express Financial Vice President and
Advisors Inc. Treasurer
American Express Insurance Vice President and
Agency of Arizona Inc. Treasurer
American Express Insurance Vice President and
Agency of Idaho Inc. Treasurer
American Express Insurance Vice President and
Agency of Nevada Inc. Treasurer
American Express Minnesota Vice President and
Foundation Treasurer
American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Kentucky Inc.
American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Maryland Inc.
American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Pennsylvania Inc.
American Express Partners Vice President and
Life Insurance Company Treasurer
IDS Cable Corporation Director, Vice President
and Treasurer
IDS Cable II Corporation Director, Vice President
and Treasurer
IDS Capital Holdings Inc. Vice President, Treasurer
and Assistant Secretary
IDS Certificate Company Vice President and
Treasurer
IDS Insurance Agency of Vice President and
Alabama Inc. Treasurer
IDS Insurance Agency of Vice President and
Arkansas Inc. Treasurer
IDS Insurance Agency of Vice President and
Massachusetts Inc. Treasurer
IDS Insurance Agency of New Vice President and
Mexico Inc. Treasurer
IDS Insurance Agency of Vice President and
North Carolina Inc. Treasurer
IDS Insurance Agency of Vice President and
Ohio Inc. Treasurer
IDS Insurance Agency of Vice President and
Wyoming Inc. Treasurer
IDS Life Insurance Company Vice President, Treasurer
and Assistant Secretary
IDS Life Series Fund Inc. Vice President and
Treasurer
IDS Life Variable Annuity Vice President and
Funds A & B Treasurer
IDS Management Corporation Director, Vice President
and Treasurer
IDS Partnership Services Vice President and
Corporation Treasurer
IDS Plan Services of Vice President and
California, Inc. Treasurer
IDS Real Estate Services, Vice President and
Inc. Treasurer
IDS Realty Corporation Vice President and
Treasurer
IDS Sales Support Inc. Vice President and
Treasurer
IDS Securities Corporation Vice President and
Treasurer
Investors Syndicate Vice President and
Development Corp. Treasurer
IDS Property Casualty 1 WEG Blvd. Vice President, Treasurer
Insurance Company DePere, WI 54115 and Assistant Secretary
North Dakota Public Vice President and
Employee Payment Company Treasurer
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
David R. Hubers, AMEX Assurance Company IDS Tower 10 Director
Director, President and Minneapolis, MN 55440
Chief Executive Officer
American Express Financial Chairman, President and
Advisors Inc. Chief Executive Officer
American Express Service Director and President
Corporation
IDS Certificate Company Director
IDS Life Insurance Company Director
IDS Plan Services of Director and President
California, Inc.
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Martin G. Hurwitz, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
James M. Jensen, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Life Insurance Company Vice President
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Marietta L. Johns, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Nancy E. Jones, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Service Vice President
Corporation
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
James E. Kaarre, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Matthew N. Karstetter, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Linda B. Keene, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
G. Michael Kennedy, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Susan D. Kinder, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
IDS Securities Corporation Director
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Brian C. Kleinberg, American Enterprise IDS Tower 10 Senior Vice President
Executive Vice President Investment Services Inc. Minneapolis, MN 55440
American Express Financial Executive Vice President
Advisors Inc.
American Express Service Director
Corporation
AMEX Assurance Company Director and Chairman of
the Board
American Partners Life Executive Vice President
Insurance Company
IDS Property Casualty 1 WEG Blvd. Director and Chairman of
Insurance Company DePere, WI 54115 the Board
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Richard W. Kling, AMEX Assurance Company IDS Tower 10 Director
Director and Senior Vice Minneapolis, MN 55440
President
American Centurion Life Director
Assurance Company
American Enterprise Life Director and Chairman of
Insurance Company the Board
American Express Corporation Director and President
American Express Financial Senior Vice President
Advisors Inc.
American Express Insurance Director and President
Agency of Arizona Inc.
American Express Insurance Director and President
Agency of Idaho Inc.
American Express Insurance Director and President
Agency of Nevada Inc.
American Express Insurance Director and President
Agency of Oregon Inc.
American Express Property Director and President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Director and President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Director and President
Casualty Insurance Agency
of Pennsylvania Inc.
American Express Service Vice President
Corporation
American Partners Life Director and Chairman of
Insurance Company the Board
IDS Certificate Company Director and Chairman of
the Board
IDS Insurance Agency of Director and President
Alabama Inc.
IDS Insurance Agency of Director and President
Arkansas Inc.
IDS Insurance Agency of Director and President
Massachusetts Inc.
IDS Insurance Agency of New Director and President
Mexico Inc.
IDS Insurance Agency of Director and President
North Carolina Inc.
IDS Insurance Agency of Director and President
Ohio Inc.
IDS Insurance Agency of Director and President
Wyoming Inc.
IDS Life Insurance Company Director and President
IDS Life Series Fund, Inc. Director and President
IDS Life Variable Annuity Manager, Chairman of the
Funds A and B Board and President
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
IDS Life Insurance Company P.O. Box 5144 Director, Chairman of the
of New York Albany, NY 12205 Board and President
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Paul F. Kolkman, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Life Insurance Company Director and Executive
Vice President
IDS Life Series Fund, Inc. Vice President and Chief
Actuary
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Claire Kolmodin, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Steve C. Kumagai, American Express Financial IDS Tower 10 Director and Senior Vice
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440 President
President
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Edward Labenski, Jr., American Express Asset IDS Tower 10 Senior Vice President
Vice President Management Group Inc. Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Kurt A Larson, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Lori J. Larson, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Futures Corporation Director
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Daniel E. Laufenberg, American Express Financial IDS Tower 10 Vice President and Chief
Vice President and Chief Advisors Inc. Minneapolis, MN 55440 U.S. Economist
U.S. Economist
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Peter A. Lefferts, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
American Express Trust Director
Company
IDS Plan Services of Director
California, Inc.
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Douglas A. Lennick, American Express Financial IDS Tower 10 Director and Executive
Director and Executive Vice Advisors Inc. Minneapolis, MN 55440 Vice President
President
IDS Securities Corporation Director, President and
Chief Executive Officer
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Mary J. Malevich, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Fred A. Mandell, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Thomas W. Medcalf, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Paula R. Meyer, American Enterprise Life IDS Tower 10 Vice President
Vice President Insurance Company Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
American Partners Life Director and President
Insurance Company
IDS Certificate Company Director and President
IDS Life Insurance Company Director and Executive
Vice President
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
James A. Mitchell, AMEX Assurance Company IDS Tower 10 Director
Director and Executive Vice Minneapolis, MN 55440
President
American Enterprise Director
Investment Services Inc.
American Express Financial Executive Vice President
Advisors Inc.
American Express Service Director and Senior Vice
Corporation President
American Express Tax and Director
Business Services Inc.
IDS Certificate Company Director
IDS Life Insurance Company Director, Chairman of the
Board and Chief Executive
Officer
IDS Plan Services of Director
California, Inc.
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
William P. Miller, Advisory Capital Strategies IDS Tower 10 Vice President
Vice President and Senior Group Inc. Minneapolis, MN 55440
Portfolio Manager
American Express Asset Senior Vice President
Management Group Inc.
American Express Financial Vice President and Senior
Advisors Inc. Portfolio Manager
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Pamela J. Moret, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Trust Vice President
Company
IDS Life Insurance Company Executive Vice President
IDS Life Insurance Company P.O. Box 5144 Vice President
of New York Albany, NY 12205
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Barry J. Murphy, American Express Client IDS Tower 10 Director and President
Director and Senior Vice Service Corporation Minneapolis, MN 55440
President
American Express Financial Senior Vice President
Advisors Inc.
IDS Life Insurance Company Director and Executive
Vice President
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Mary Owens Neal, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Michael J. O'Keefe, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
James R. Palmer, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Life Insurance Company Vice President
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Carla P. Pavone, American Express Client IDS Tower 10 Director and Vice President
Vice President Service Corporation Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
North Dakota Public Director and President
Employee Payment Company
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Thomas P. Perrine, American Express Financial IDS Tower 10 Senior Vice President
Senior Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Susan B. Plimpton, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Ronald W. Powell, American Express Financial IDS Tower 10 Vice President and
Vice President and Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
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 Vice President and
Corporation Assistant Secretary
IDS Plan Services of Vice President and
California, Inc. Assistant Secretary
IDS Realty Corporation Vice President and
Assistant Secretary
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
James M. Punch, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Frederick C. Quirsfeld, American Express Asset IDS Tower 10 Vice President
Senior Vice President Management Group Inc. Minneapolis, MN 55440
American Express Financial Senior Vice President
Advisors Inc.
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
ReBecca K. Roloff, American Express Financial IDS Tower 10 Senior Vice President
Senior Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Stephen W. Roszell, Advisory Capital Strategies IDS Tower 10 Director
Senior Vice President Group Inc. Minneapolis, MN 55440
American Express Asset Director, President and
Management Group Inc. Chief Executive Officer
American Express Asset Director
Management International,
Inc.
American Express Asset Director
Management Ltd.
American Express Financial Senior Vice President
Advisors Inc.
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
John P. Ryan, American Express Financial IDS Tower 10 Vice President and General
Vice President and General Advisors Inc. Minneapolis, MN 55440 Auditor
Auditor
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Erven A. Samsel, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
American Express Insurance Vice President
Agency of Idaho Inc.
American Express Insurance Vice President
Agency of Nevada Inc.
American Express Insurance Vice President
Agency of Oregon Inc.
American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Vice President
Alabama Inc.
IDS Insurance Agency of Vice President
Arkansas Inc.
IDS Insurance Agency of Vice President
Massachusetts Inc.
IDS Insurance Agency of New Vice President
Mexico Inc.
IDS Insurance Agency of Vice President
North Carolina Inc.
IDS Insurance Agency of Vice President
Ohio Inc.
IDS Insurance Agency of Vice President
Wyoming Inc.
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Stuart A. Sedlacek, American Centurion Life IDS Tower 10 Director, Chairman and
Senior Vice President and Assurance Company Minneapolis, MN 55440 President
Chief Financial Officer
American Enterprise Life Executive Vice President
Insurance Company
American Express Financial Senior Vice President and
Advisors Inc. Chief Financial Officer
American Express Trust Director
Company
American Partners Life Director and Vice President
Insurance Agency
IDS Certificate Company Director and President
IDS Life Insurance Company Executive Vice President
and Controller
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Donald K. Shanks, AMEX Assurance Company IDS Tower 10 Senior Vice President
Vice President Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
IDS Property Casualty 1 WEG Blvd. Senior Vice President
Insurance Company DePere, WI 54115
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
F. Dale Simmons, AMEX Assurance Company IDS Tower 10 Vice President
Vice President Minneapolis, MN 55440
American Enterprise Life Vice President
Insurance
American Express Financial Vice President
Advisors Inc.
American Partners Life Vice President
Insurance Company
IDS Certificate Company Vice President
IDS Life Insurance Company Vice President
IDS Partnership Services Director and Vice President
Corporation
IDS Real Estate Services Director and Vice President
Inc.
IDS Realty Corporation Director and Vice President
IDS Life Insurance Company Box 5144 Vice President and
of New York Albany, NY 12205 Assistant Treasurer
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Judy P. Skoglund, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
William A. Smith, American Express Financial IDS Tower 10 Vice President and
Vice President and Advisors Inc. Minneapolis, MN 55440 Controller
Controller
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Bridget Sperl, American Express Client IDS Tower 10 Vice President
Vice President Service Corporation Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Lisa A. Steffes, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
William A. Stoltzmann, American Enterprise Life IDS Tower 10 Director, Vice President,
Vice President and Insurance Company Minneapolis, MN 55440 General Counsel and
Assistant General Counsel Secretary
American Express Corporation Director, Vice President
and Secretary
American Express Financial Vice President and
Advisors Inc. Assistant General Counsel
American Partners Life Director, Vice President,
Insurance Company General Counsel and
Secretary
IDS Life Insurance Company Vice President, General
Counsel and Secretary
IDS Life Series Fund Inc. General Counsel and
Assistant Secretary
IDS Life Variable Annuity General Counsel and
Funds A & B Assistant Secretary
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
James J. Strauss, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Jeffrey J. Stremcha, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Barbara Stroup Stewart, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Wesley W. Wadman, American Express Asset IDS Tower 10 Executive Vice President
Vice President Management Group Inc. Minneapolis, MN 55440
American Express Asset Director and Senior Vice
Management International, President
Inc.
American Express Asset Director and Vice Chairman
Management Ltd.
American Express Financial Vice President
Advisors Inc.
IDS Fund Management Limited Director and Vice Chairman
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Norman Weaver Jr., American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
American Express Insurance Vice President
Agency of Arizona Inc.
American Express Insurance Vice President
Agency of Idaho Inc.
American Express Insurance Vice President
Agency of Nevada Inc.
American Express Insurance Vice President
Agency of Oregon Inc.
American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Vice President
Alabama Inc.
IDS Insurance Agency of Vice President
Arkansas Inc.
IDS Insurance Agency of Vice President
Massachusetts Inc.
IDS Insurance Agency of New Vice President
Mexico Inc.
IDS Insurance Agency of Vice President
North Carolina Inc.
IDS Insurance Agency of Vice President
Ohio Inc.
IDS Insurance Agency of Vice President
Wyoming Inc.
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Michael L. Weiner, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Capital Holdings Inc. Vice President
IDS Futures Brokerage Group Vice President
IDS Futures Corporation Vice President, Treasurer
and Secretary
IDS Sales Support Inc. Director, Vice President
and Assistant Treasurer
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Lawrence J. Welte, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Jeffrey F. Welter, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Edwin M. Wistrand, American Express Financial IDS Tower 10 Vice President and
Vice President and Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
Assistant General Counsel
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Michael D. Wolf, American Express Asset IDS Tower 10 Executive Vice President
Vice President Management Group Inc. Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Michael R. Woodward, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
American Express Insurance Vice President
Agency of Idaho Inc.
American Express Insurance Vice President
Agency of Nevada Inc.
American Express Insurance Vice President
Agency of Oregon Inc.
American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Vice President
Alabama Inc.
IDS Insurance Agency of Vice President
Arkansas Inc.
IDS Insurance Agency of Vice President
Massachusetts Inc.
IDS Insurance Agency of New Vice President
Mexico Inc.
IDS Insurance Agency of Vice President
North Carolina Inc.
IDS Insurance Agency of Vice President
Ohio Inc.
IDS Insurance Agency of Vice President
Wyoming Inc.
IDS Life Insurance Company Box 5144 Director
of New York Albany, NY 12205
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
</TABLE>
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.
<PAGE>
SIGNATURES
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, 1998.
INCOME TRUST
By /s/ William R. Pearce **
William R. Pearce,
Chief Executive Officer
By /s/ Matthew N. Karstetter
Matthew N. Karstetter, 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, 1998.
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/ David R. Hubers* Trustee
David R. Hubers
/s/ Heinz F. Hutter* Trustee
Heinz F. Hutter
/s/ Anne P. Jones* Trustee
Anne P. Jones
<PAGE>
Signatures Capacity
/s/ Alan K. Simpson* Trustee
Alan K. Simpson
/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 7, 1998, is filed
electronically herewith as Exhibit 19(a), by:
/s/ Leslie L. Ogg
Leslie L. Ogg
**Signed pursuant to Officers' Power of Attorney, dated April 11, 1996, filed
electronically as Exhibit 19(b) to Registrant's Amendment No. 2, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
Exhibit Index
2. By-laws
5. Investment Management Services Agreement
8.(a) Custodian Agreement between Income Trust, on behalf of Government
Income Portfolio, and American Express Trust Company
8.(b) Custodian Agreement between Income Trust, on behalf of High Yield
Portfolio, and First Bank National Association
8.(c) Custodian Agreement between Income Trust, on behalf of Quality Income
Portfolio, and First Bank National Association
9.(a) Transfer Agency and Administration Agreement
9.(b) Placement Agent Agreement
13. Subscription Agreement
17. Financial Data Schedules
19.(a) Trustees' Power of Attorney, dated January 7, 1998.
BYLAWS
OF
INCOME TRUST
These ARTICLES are the BYLAWS of Income Trust, a trust with
transferable units established under the laws of The Commonwealth of
Massachusetts (the "Trust"), pursuant to an Agreement and Declaration of Trust
of the Trust (the "Declaration") made the 24th day of May, 1995, and filed in
the office of the Secretary of the Commonwealth. These Bylaws have been adopted
by the Trustees pursuant to the authority granted by Article IV Section 3 of the
Declaration.
All words and terms capitalized in these Bylaws, unless otherwise
defined herein, shall have the same meanings as they have in the Declaration.
ARTICLE I
UNITHOLDERS AND UNITHOLDERS' MEETINGS
SECTION 1.1. Meetings. A meeting of the Unitholders of the Trust shall
be held whenever called by the Trustees and whenever election of a Trustee or
Trustees by Unitholders is required by the provisions of the 1940 Act. If a
meeting of Unitholders has not been held during the immediately preceding
fifteen (15) months for the purpose of electing Trustees, a Unitholder or
Unitholders holding three percent (3%) or more of the voting power of all Units
entitled to vote may demand a meeting of Unitholders for the purpose of electing
Trustees by written notice of demand given to the Trustees. Within thirty (30)
days after receipt of such demand, the Trustees shall call and give notice of a
meeting of Unitholders for the purpose of electing Trustees. If the Trustees
shall fail to call such meeting or give notice thereof, then the Unitholder or
Unitholders making the demand may call and give notice of such meeting at the
expense of the Trust. The Trustees shall promptly call and give notice of a
meeting of Unitholders for the purpose of voting upon removal of any Trustee of
the Trust when requested to do so in writing by Unitholders holding not less
than ten percent (10%) of the Units then outstanding. If the Trustees shall fail
to call or give notice of any meeting of Unitholders for a period of thirty (30)
days after written application by Unitholders holding at least ten percent (10%)
of the Units then outstanding requesting that a meeting be called for any
purpose requiring action by the Unitholders as provided in the Declaration or in
these Bylaws, then Unitholders holding at least ten percent (10%) of the Units
then outstanding may call and give notice of such meeting. Notice of
Unitholders' meetings shall be given as provided in the Declaration.
SECTION 1.2. Presiding Officer; Secretary. The President shall preside
at each Unitholders' meeting as chairman of the meeting, or in the absence of
the President, the Trustees present at the meeting shall elect one of their
number as chairman of the meeting. The Trustees shall appoint a secretary to
serve as the secretary for the meeting and to record the minutes thereof.
<PAGE>
SECTION 1.3. Authority of Chairman of Meeting to Interpret Declaration
and Bylaws. At any Unitholders' meeting the chairman of the meeting shall be
empowered to determine the construction or interpretation of the Declaration or
these Bylaws, or any part thereof or hereof, and his ruling shall be final.
SECTION 1.4. Voting. Unitholders may vote by proxy and the form of any
such proxy may be prescribed from time to time by the Trustees. At all meetings
of the Unitholders, votes shall be taken by ballot for all matters which may be
binding upon the Trustees pursuant to Article V Section 1 of the Declaration. On
other matters, votes of Unitholders need not be taken by ballot unless otherwise
provided for by the Declaration or by vote of the Trustees, or as required by
the Act or the Regulations, but the chairman of the meeting may in his
discretion authorize any matter to be voted upon by ballot.
SECTION 1.5. Inspectors. At any meeting of Unitholders, the Trustees
before or at the meeting may appoint one or more Inspectors of Election or
Balloting to supervise the voting at such meeting or any adjournment thereof. If
Inspectors are not so appointed, the chairman of the meeting may, and on the
request of any Unitholder present or represented and entitled to vote shall,
appoint one or more Inspectors for such purpose. Each Inspector, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of Inspector of Election or Balloting, as the case may be, at
such meeting with strict impartiality and according to the best of his ability.
If appointed, Inspectors shall take charge of the polls and, when the vote is
completed, shall make a certificate of the result of the vote taken and of such
other facts as may be required by law.
SECTION 1.6. Unitholders' Action in Writing. Nothing in this Article I
shall limit the power of the Unitholders to take any action by means of written
instruments without a meeting, as permitted by Article V Section 4 of the
Declaration.
ARTICLE II
TRUSTEES AND TRUSTEES' MEETINGS
SECTION 2.1. Number of Trustees. There shall initially be one (1)
Trustee, and the number of Trustees shall thereafter be such number, authorized
by the Declaration, as from time to time shall be fixed by a vote adopted by a
Majority of the Trustees.
SECTION 2.2. Meetings of Trustees. An organizational meeting shall be
held as soon as convenient to a Majority of the Trustees after the final
adjournment of each meeting of Unitholders at which Trustees are elected, and no
notice shall be required. Other regular and special meetings of the Trustees may
be held at any time and at any place when called by the President or by any two
(2) Trustees; provided, that notice of the time, place and purposes thereof is
given to each Trustee in accordance with Section 2.3 hereof.
SECTION 2.3. Notice of Meetings. Notice of any regular or special
meeting of the Trustees shall be sufficient if sent by mail
<PAGE>
at least five (5) days, or if given by telephone, telegraph, or in person at
least one (1) day, before the meeting. Notice of a meeting may be waived by any
Trustee by written waiver of notice, executed by him before or after the
meeting, and such waiver shall be filed with the records of the meeting.
Attendance by a Trustee at a meeting shall constitute a waiver of notice, except
where a Trustee attends a meeting for the purpose of protesting prior thereto or
at its commencement the lack of notice.
SECTION 2.4. Quorum: Presiding Officer. At any meeting of the Trustees,
a Majority of the Trustees shall constitute 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. Unless the Trustees shall otherwise elect, generally or
in a particular case, the President shall preside at each meeting of the
Trustees as chairman of the meeting.
SECTION 2.5. Participation by Telephone. One or more of the Trustees
may participate in a meeting thereof or of any Committee of the Trustees by
means of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
SECTION 2.6. Location of Meetings. Trustees' meetings may be held at
any place, within or without Massachusetts.
SECTION 2.7. Votes. Voting at Trustees' meetings may be conducted
orally, by show of hands, or, if requested by any Trustee, by written ballot.
The results of all voting shall be recorded by the secretary of the meeting in
the minute book.
SECTION 2.8. Rulings of Chairman. All other rules of conduct adopted
and used at any Trustees' meeting shall be determined by the chairman of such
meeting, whose ruling on all procedural matters shall be final.
SECTION 2.9. Trustees' Action in Writing. Nothing in this Article II
shall limit the power of the Trustees to take action by means of a written
consent, signed by a majority of the Trustees.
SECTION 2.10. Resignations. Any Trustee may resign at any time by
written instrument signed by him and delivered to the President or to a meeting
of the Trustees. Such resignation shall be effective upon receipt unless
specified to be effective at some other time.
ARTICLE III
OFFICERS
SECTION 3.1. Officers of the Trust. The officers of the Trust shall
consist of a President, a Treasurer and such other officers as the Trustees may
designate. Any person may hold more than one office.
<PAGE>
SECTION 3.2. Time and Terms of Election. The President and the
Treasurer shall be elected by the Trustees at their first meeting and shall hold
office until their successors shall have been duly elected and qualified, and
may be removed at any meeting by the affirmative vote of a Majority of the
Trustees. All other officers of the Trust may be elected or appointed at any
meeting of the Trustees. Such officers shall hold office for any term, or
indefinitely, as determined by the Trustees, and shall be subject to removal,
with or without cause, at any time by the Trustees.
SECTION 3.3. Resignation and Removal. Any officer may resign at any
time by giving written notice to the Trustees. Such resignation shall take
effect at the time specified therein, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
If the office of any officer or agent becomes vacant by reason of death,
resignation, retirement, disqualification, removal from office or otherwise, the
Trustees may choose a successor, who shall hold office for the unexpired term in
respect of which such vacancy occurred. Except to the extent expressly provided
in a written agreement with the Trust, no officer resigning or removed shall
have any right to any compensation for any period following such resignation or
removal, or any right to damage on account of such removal.
SECTION 3.4. Fidelity Bond. The Trustees may, in their discretion,
direct any officer appointed by them to furnish at the expense of the Trust a
fidelity bond approved by the Trustees, in such amount as the Trustees may
prescribe.
SECTION 3.5. President. The President shall be the chief executive
officer of the Trust and shall have general charge of the operations of the
Trust and such other powers and duties as the Trustees may prescribe.
SECTION 3.6. Treasurer. The Treasurer shall be the chief financial
officer of the Trust, and shall have the custody of the Trust's funds and
Securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Trust and shall deposit all moneys, and
other valuable effects in the name and to the credit of the Trust, in such
depositories as may be designated by the Trustees, taking proper vouchers for
such disbursements, and shall have such other duties and powers as may be
prescribed from time to time by the Trustees.
SECTION 3.7. Execution of Deeds, etc. Except as the Trustees may
generally or in particular cases otherwise authorize or direct, all deeds,
leases, transfers, contracts, proposals, bonds, notes, checks, drafts and other
obligations made, accepted or endorsed by the Trust shall be signed or endorsed
on behalf of the Trust by the President, the Treasurer or such officers as the
Trustees may designate.
SECTION 3.8. Power to Vote Securities. Unless otherwise ordered by the
Trustees, the Treasurer shall have full power and authority on behalf of the
Trust to give proxies for, and/or to attend and to act and to vote at, any
meeting of stockholders of any corporation in which the Trust may hold stock,
and at any such
<PAGE>
meeting the Treasurer or his proxy shall possess and may exercise any and all
rights and powers incident to the ownership of such stock which, as the owner
thereof, the Trust might have possessed and exercised if present. The Trustees,
by resolution from time to time, or, in the absence thereof, the Treasurer, may
confer like powers upon any other person or persons as attorneys and proxies of
the Trust.
ARTICLE IV
COMMITTEES
SECTION 4.1. Power of Trustees to Designate Committees. The Trustees,
by vote of a Majority of the Trustees, may elect an Executive Committee and any
other Committees and may delegate thereto some or all of their powers except
those which by law, by the Declaration or by these Bylaws may not be delegated;
provided, that the Executive Committee shall not be empowered to elect the
President or the Treasurer, to amend the Bylaws, to exercise the powers of the
Trustees under this Section 4.1 or under Section 4.3 hereof, or to perform any
act for which the action of a Majority of the Trustees is required by law, by
the Declaration or by these Bylaws. The members of any Committee shall serve at
the pleasure of the Trustees.
SECTION 4.2. Rules for Conduct of Committee Affairs; Quorum. Except as
otherwise provided by the Trustees, each Committee elected or appointed pursuant
to this Article IV may adopt such standing rules and regulations for the conduct
of its affairs as it may deem desirable, subject to review and approval of such
rules and regulations by the Trustees at the next succeeding meeting of the
Trustees, but in the absence of any such action or any contrary provisions by
the Trustees, the business of each Committee shall be conducted, so far as
practicable, in the same manner as provided herein and in the Declaration for
the Trustees. The quorum for any Committee is two (2) members regardless of the
number of members serving on the Committee.
SECTION 4.3. Trustees May Alter Abolish. etc., Committees. The Trustees
may at any time alter or abolish any Committee, change the membership of any
Committee, or revoke, rescind or modify any action of any Committee or the
authority of any Committee with respect to any matter or class of matters;
provided, that no such action shall impair the rights of any third parties.
SECTION 4.4. Minutes: Review by Trustees. Any Committee to which the
Trustees delegate any of their powers or duties may, but need not, keep records
of its meetings and shall report its actions to the Trustees.
ARTICLE V
SEAL
The seal of the Trust shall bear the word "Massachusetts," together
with the name of the Trust, the words "Trust Seal," and the year of its
organization, but, unless otherwise required by the
<PAGE>
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.
ARTICLE VI
UNITS
SECTION 6.1. Issuance of Units. The Trustees may issue Units either in
certificated or uncertificated form, they may issue certificates to the holders
of Units which were originally issued in uncertificated form, and if they have
issued Units in certificated form, they may at any time discontinue the issuance
of Unit certificates and may, by written notice to such Unitholders require the
surrender of their Unit certificates to the Trust for cancellation, which
surrender and cancellation shall not affect the ownership of Units.
SECTION 6.2. Uncertificated Units. For Units without certificates, the
Trust 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, who
shall in either case be deemed, for all purposes hereunder, to be the holders of
such Units as if they had received certificates therefor and shall be held to
have expressly assented and agreed to the terms hereof and of the Declaration.
SECTION 6.3. Certificates. For Units for which the Trustees shall issue
certificates, each Unitholder of such Units shall be entitled to a certificate
stating the number of Units owned by him in such form as shall be prescribed
from time to time by the Trustees. Such certificate shall be signed by such
officers and agents as shall, from time to time, be designated by the Trustees.
The signatures of such officers or agents may be facsimiles. In case any officer
who has signed or whose facsimile signature has been placed on such certificate
shall cease to be such officer before such certificate is issued, it may be
issued by the Trust with the same effect as if he were such officer at the time
of its issue.
SECTION 6.4. Lost, Stolen, etc., Certificates. If any certificate for
certificated Units shall be lost, stolen, destroyed or mutilated, the Trustees
may authorize the issuance of a new certificate of the same tenor and for the
same number of Units in lieu thereof. The Trustees shall require the surrender
of any mutilated certificate in respect of which a new certificate is issued,
and may, in their discretion, before the issuance of a new certificate, require
the owner of a lost, stolen or destroyed certificate, or the owner's legal
representative, to make an affidavit or affirmation setting forth such facts as
to the loss, theft or destruction as they deem necessary, and to give the Trust
a bond in such reasonable sum as the Trustees direct, in order to indemnify the
Trust.
SECTION 6.5. Record Transfer of Pledged Units. A pledgee of Units
pledged as collateral security shall be entitled to a new certificate in his
name as pledgee, in the case of certificated Units, or to be registered as the
holder in pledge of such Units in
<PAGE>
the case of uncertificated Units; provided, that the instrument of pledge
substantially describes the debt or duty that is intended to be secured thereby.
Any such new certificate shall express on its face that it is held as collateral
security, and the name of the pledgor shall be stated thereon, and any such
registration of uncertificated Units shall be in a form which indicates that the
registered holder holds such Units in pledge. After such issue or registration,
and unless and until such pledge is released, such pledgee and his successors
and assigns shall alone be entitled to the rights of a Unitholder, and entitled
to vote such Units.
ARTICLE VII
CUSTODIAN
The Trust shall at all times employ a bank or trust company having a
capital, surplus and undivided profits of at least Two Million Dollars
($2,000,000) as Custodian of the capital assets of the Trust. The Custodian
shall be compensated for its services by the Trust upon such basis as shall be
agreed upon from time to time between the Trust and the Custodian.
ARTICLE VIII
AMENDMENTS
SECTION 8.1. Bylaws Subject to Amendment. These Bylaws may be altered,
amended or repealed, in whole or in part, at any time by vote of the holders of
a majority of the Units issued, outstanding and entitled to vote. The Trustees,
by vote of a Majority of the Trustees, may alter, amend or repeal these Bylaws,
in whole or in part, including Bylaws adopted by the Unitholders, except with
respect to any provision hereof which by law, the Declaration or these Bylaws
requires action by the Unitholders; provided, that no later than the time of
giving notice of the meeting of Unitholders next following the alteration,
amendment or repeal of these Bylaws, in whole or in part, notice thereof,
stating the substance of such action shall be given to all Unitholders entitled
to vote. Bylaws adopted by the Trustees may be altered, amended or repealed by
the Unitholders.
SECTION 8.2. Notice of Proposal to Amend Bylaws Required. No proposal
to amend or repeal these Bylaws or to adopt new Bylaws shall be acted upon at a
meeting unless either (i) such proposal is stated in the notice or in the waiver
of notice, as the case may be, of the meeting of the Trustees or Unitholders at
which such action is taken, or (ii) all of the Trustees or Unitholders, as the
case may be, are present at such meeting and all agree to consider such proposal
without protesting the lack of notice.
ARTICLE IX
MISCELLANEOUS
SECTION 9.1. 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.
<PAGE>
SECTION 9.2. Discontinuation of Sale of Units. If the sale of Units
issued by the Trust shall at any time be discontinued, the Trustees may in their
discretion, pursuant to resolution, deduct from the value of the assets of the
Trust an amount equal to the brokerage commissions, transfer taxes, and charges,
if any, which would be payable on the sale of Securities if they were then being
sold.
SECTION 9.3. Business Day. A business day for the Trust shall be each
day the New York Stock Exchange is open for business.
ARTICLE X
INDEMNIFICATION
SECTION 10.1. Each person made or threatened to be made a party to or
is involved (including, without limitation, as a witness) in any actual or
threatened action, suit or proceeding whether civil, criminal, administrative,
arbitration, or investigative, including a proceeding by or in the right of the
Trust by reason of the former or present capacity as a Trustee or officer of the
Trust or who, while a Trustee or officer of the Trust, is or was serving at the
request of the Trust or whose duties as a Trustee or officer involve or involved
service as a director, officer, partner, trustee or agent of another
organization or employee benefit plan, whether the basis of any proceeding is
alleged action in an official capacity or in any capacity while serving as a
director, officer, partner, trustee or agent, shall be indemnified and held
harmless by the Trust to the full extent authorized by the laws of The
Commonwealth of Massachusetts, as the same or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Trust to provide broader indemnification rights than the law permitted the
Trust to provide prior to such amendment, or by any other applicable law as then
in effect, against judgments, penalties, fines including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred in connection therewith and such indemnification shall
continue as to any person who has ceased to be a Trustee or officer and shall
inure to the benefit of the person's heirs, executors and administrators
provided, however, in an action brought against the Trust to enforce rights to
indemnification, the Trustee or officer shall be indemnified only if the action
was authorized by the Board of Trustees of the Trust. The right to
indemnification conferred by this Section shall be a contract right and shall
include the right to be paid by the Trust in advance of the final disposition of
a proceeding for expenses incurred in connection therewith provided, however,
such payment of expenses shall be made only upon receipt of a written
undertaking by the Trustee or officer to repay all amounts so paid if it is
ultimately determined that the Trustee or officer is not entitled to
indemnification.
SECTION 10.2. Each person who upon written request to the Trust has not
received payment within thirty days may at any time thereafter bring suit
against the Trust to recover any unpaid amount and, to the extent successful, in
whole or in part, shall be
<PAGE>
entitled to be paid the expenses of prosecuting such suit. Each person shall be
presumed to be entitled to indemnification upon filing a written request for
payment and the Trust shall have the burden of proof to overcome the presumption
that the Trustee or officer is not so entitled. Neither the determination by the
Trust, whether by the Board of Trustees, special legal counsel or by Unitholder,
nor the failure of the Trust to have made any determination shall be a defense
or create the presumption that the Trustee or officer is not entitled to
indemnification.
SECTION 10.3. The right to indemnification and to the payment of
expenses prior to any final determination shall not be exclusive of any other
right which any person may have or hereinafter acquire under any statute,
provision of the Agreement and Declaration of Trust, bylaw, agreement, vote of
Unitholders or otherwise and notwithstanding any provisions in this Article X,
the Trust is not obligated to make any payment with respect to any claim for
which payment is required to be made to or on behalf of the Trustee or officer
under any insurance policy, except with respect to any excess beyond the amount
of required payment under such insurance and no indemnification will be made in
violation of the provisions of the Investment Company Act of 1940.
INVESTMENT MANAGEMENT SERVICES AGREEMENT
AGREEMENT made the 10th day of June, 1996, by and between Income Trust
(the "Trust"), a Massachusetts business trust, on behalf of its underlying
series portfolios, Government Income Portfolio, Quality Income Portfolio, High
Yield Portfolio (individually, a "Portfolio" and collectively the "Portfolios"),
and American Express Financial Corporation (the "Advisor"), a Delaware
corporation.
Part One: INVESTMENT MANAGEMENT AND OTHER SERVICES
(1) The Trust hereby retains the Advisor, and the Advisor hereby
agrees, for the period of this Agreement and under the terms and conditions
hereinafter set forth, to furnish the Portfolios continuously with suggested
investment planning; to determine, consistent with the Portfolios' investment
objectives and policies, which securities in the Advisor's discretion shall be
purchased, held or sold and to execute or cause the execution of purchase or
sell orders; to prepare and make available to the Portfolios all necessary
research and statistical data in connection therewith; to furnish all services
of whatever nature required in connection with the management of the Portfolios
as provided under this Agreement; and to pay such expenses as may be provided
for in Part Three; subject always to the direction and control of the Board of
Trustees (the "Board"), the Executive Committee and the authorized officers of
the Trust. The Advisor agrees to maintain an adequate organization of competent
persons to provide the services and to perform the functions herein mentioned.
The Advisor agrees to meet with any persons at such times as the Board deems
appropriate for the purpose of reviewing the Advisor's performance under this
Agreement.
(2) The Advisor agrees that the investment planning and investment
decisions will be in accordance with general investment policies of the
Portfolios as disclosed to the Advisor from time to time by the Portfolios and
as set forth in their prospectuses and registration statements filed with the
United States Securities and Exchange Commission (the "SEC").
(3) The Advisor agrees that it will maintain all required records,
memoranda, instructions or authorizations relating to the acquisition or
disposition of securities for the Portfolios.
(4) The Trust agrees that it will furnish to the Advisor any
information that the latter may reasonably request with respect to the services
performed or to be performed by the Advisor under this Agreement.
(5) The Advisor is authorized to select the brokers or dealers that
will execute the purchases and sales of portfolio securities for the Portfolios
and is directed to use its best efforts to obtain the best available price and
most favorable execution, except as prescribed herein. Subject to prior
authorization by the Board of appropriate policies and procedures, and subject
to termination at any time by the Board, the Advisor may also be authorized to
effect individual securities transactions at commission rates in excess of the
minimum commission rates
<PAGE>
available, to the extent authorized by law, if the Advisor determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the Advisor's overall
responsibilities with respect to the Portfolios and other funds for which it
acts as investment advisor.
(6) It is understood and agreed that in furnishing the Portfolios with
the services as herein provided, neither the Advisor nor any officer, director
or agent thereof shall be held liable to the Trust, a Portfolio or its creditors
or unitholders for errors of judgment or for anything except willful
misfeasance, bad faith, or gross negligence in the performance of its duties, or
reckless disregard of its obligations and duties under the terms of this
Agreement. It is further understood and agreed that the Advisor may rely upon
information furnished to it reasonably believed to be accurate and reliable.
Part Two: COMPENSATION TO INVESTMENT MANAGER
(1) The Trust agrees to pay to the Advisor, and the Advisor covenants
and agrees to accept from each Portfolio in full payment for the services
furnished, a fee for each calendar day of each year equal to the total of
1/365th (1/366th in each leap year) of the amount computed as shown below. The
computation shall be made for each day on the basis of net assets as of the
close of business of the full business day two (2) business days prior to the
day for which the computation is being made. In the case of the suspension of
the computation of net asset value, the asset charge for each day during such
suspension shall be computed as of the close of business on the last full
business day on which the net assets were computed. Net assets as of the close
of a full business day shall include all transactions in shares of the Portfolio
recorded on the books of the Portfolio for that day.
The asset charge shall be based on the net assets of each Portfolio as
set forth in the following table.
Asset Charge
Assets Annual Rate at Assets Annual Rate at
(Billions) Each Asset Level (Billions) Each Asset Level
Government Income Portfolio High Yield Portfolio
Quality Income Portfolio
First $1.0 0.520% First $1.0 0.590%
Next 1.0 0.495 Next 1.0 0.565
Next 1.0 0.470 Next 1.0 0.540
Next 3.0 0.445 Next 3.0 0.515
Next 3.0 0.420 Next 3.0 0.490
Over 9.0 0.395 Over 9.0 0.465
<PAGE>
(2) The fee shall be paid on a monthly basis and, in the event of the
termination of this Agreement, the fee accrued shall be prorated on the basis of
the number of days that this Agreement is in effect during the month with
respect to which such payment is made.
(3) The fee provided for hereunder shall be paid in cash by the Portfolios to
the Advisor within five business days after the last day of each month.
Part Three: ALLOCATION OF EXPENSES
(1) The Trust agrees to pay:
(a) Fees payable to the Advisor for its services under the terms of this
Agreement.
(b) Taxes.
(c) Brokerage commissions and charges in connection with the purchase and sale
of assets.
(d) Custodian fees and charges.
(e) Fees and charges of its independent certified public accountants for
services the Trust or Portfolios request.
(f) Premium on the bond required by Rule 17g-1 under the Investment Company
Act of 1940.
(g) Fees and expenses of attorneys (i) it employs in matters not involving the
assertion of a claim by a third party against the Trust, its trustees and
officers, (ii) it employs in conjunction with a claim asserted by the Board
against the Advisor except that the Advisor shall reimburse the Trust for such
fees and expenses if it is ultimately determined by a court of competent
jurisdiction, or the Advisor agrees, that it is liable in whole or in part to
the Trust, and (iii) it employs to assert a claim against a third party.
(h) Fees paid for the qualification and registration for public sale of the
securities of the Portfolios under the laws of the United States and of the
several states in which such securities shall be offered for sale.
(i) Fees of consultants employed by the Trust or Portfolios.
(j) Trustees, officers and employees expenses which shall include fees,
salaries, memberships, dues, travel, seminars, pension, profit sharing, and all
other benefits paid to or provided for trustees, officers and employees,
trustees and officers liability insurance, errors and omissions liability
insurance, worker's compensation insurance and other expenses applicable to the
trustees, officers and employees, except the Trust will not pay any fees or
expenses of any person who is an officer or employee of the Advisor or its
affiliates.
<PAGE>
(k) Filing fees and charges incurred by the Trust in connection with filing
any amendment to its agreement or declaration of Trust, or incurred in filing
any other document with the State of Massachusetts or its political
subdivisions.
(l) Organizational expenses of the Trust.
(m) Expenses incurred in connection with lending portfolio securities of the
Portfolios.
(n) Expenses properly payable by the Trust or Portfolios, approved by the
Board.
(2) The Advisor agrees to pay all expenses associated with the services it
provides under the terms of this Agreement.
Part Four: MISCELLANEOUS
(1) The Advisor shall be deemed to be an independent contractor and, except as
expressly provided or authorized in this Agreement, shall have no authority to
act for or represent the Trust or Portfolios.
(2) A "full business day" shall be as defined in the By-laws.
(3) The Trust and each Portfolio recognize that the Advisor now renders and
may continue to render investment advice and other services to other investment
companies and persons which may or may not have investment policies and
investments similar to those of the Portfolios and that the Advisor manages its
own investments and/or those of its subsidiaries. The Advisor shall be free to
render such investment advice and other services and the Trust and each
Portfolio hereby consent thereto.
(4) Neither this Agreement nor any transaction made pursuant hereto shall be
invalidated or in any way affected by the fact that trustees, officers, agents
and/or unitholders of the Trust are or may be interested in the Advisor or any
successor or assignee thereof, as directors, officers, stockholders or
otherwise; that directors, officers, stockholders or agents of the Advisor are
or may be interested in the Trust or Portfolios as trustees, officers,
unitholders, or otherwise; or that the Advisor or any successor or assignee, is
or may be interested in the Portfolios as unitholder or otherwise, provided,
however, that neither the Advisor nor any officer, trustee or employee thereof
or of the Trust, shall sell to or buy from the Portfolios any property or
security other than units issued by the Portfolios, except in accordance with
applicable regulations or orders of the SEC.
(5) Any notice under this Agreement shall be given in writing, addressed, and
delivered, or mailed postpaid, to the party to this Agreement entitled to
receive such, at such party's principal place of business in Minneapolis,
Minnesota, or to such other address as either party may designate in writing
mailed to the other.
<PAGE>
(6) The Advisor agrees that no officer, director or employee of the Advisor
will deal for or on behalf of the Trust or Portfolios with himself as principal
or agent, or with any corporation or partnership in which he may have a
financial interest, except that this shall not prohibit:
(a) Officers, directors or employees of the Advisor from having a financial
interest in the Portfolios or in the Advisor.
(b) The purchase of securities for the Portfolios, or the sale of securities
owned by the Portfolios, through a security broker or dealer, one or more of
whose partners, officers, directors or employees is an officer, director or
employee of the Advisor provided such transactions are handled in the capacity
of broker only and provided commissions charged do not exceed customary
brokerage charges for such services.
(c) Transactions with the Portfolios by a broker- dealer affiliate of the
Advisor as may be allowed by rule or order of the SEC, and if made pursuant to
procedures adopted by the Board.
(7) The Advisor agrees that, except as herein otherwise expressly provided or
as may be permitted consistent with the use of a broker- dealer affiliate of the
Advisor under applicable provisions of the federal securities laws, neither it
nor any of its officers, directors or employees shall at any time during the
period of this Agreement, make, accept or receive, directly or indirectly, any
fees, profits or emoluments of any character in connection with the purchase or
sale of securities (except shares issued by the Portfolios) or other assets by
or for the Trust or Portfolios.
Part Five: RENEWAL AND TERMINATION
(1) This Agreement shall continue in effect for each Portfolio until May 12,
1998, or until a new agreement is approved by a vote of the majority of the
outstanding units of each Portfolio and by vote of the Trust's Board, including
the vote required by (b) of this paragraph, and if no new agreement is so
approved, this Agreement shall continue from year to year thereafter unless and
until terminated by either party as hereinafter provided, except that such
continuance shall be specifically approved at least annually (a) by the Board or
by a vote of the majority of the outstanding units of the relevant Portfolios
and (b) by the vote of a majority of the trustees who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. As used in this paragraph,
the term "interested person" shall have the same meaning as set forth in the
Investment Company Act of 1940, as amended (the "1940 Act").
(2) This Agreement may be terminated by either the Trust on behalf of a
Portfolio or the Advisor at any time by giving the other party 60 days' written
notice of such intention to terminate, provided that any termination shall be
made without the payment of any penalty, and provided further that termination
may be effected either by the Board or by a vote of the majority of the
outstanding
<PAGE>
voting units of the Portfolio. The vote of the majority of the outstanding
voting units of a Portfolio for the purpose of this Part Five shall be the vote
at a unitholders' regular meeting, or a special meeting duly called for the
purpose, of 67% or more of the Portfolio's shares present at such meeting if the
holders of more than 50% of the outstanding voting units are present or
represented by proxy, or more than 50% of the outstanding voting units of the
Portfolio, whichever is less.
(3) This Agreement shall terminate in the event of its assignment, the term
"assignment" for this purpose having the same meaning as set forth in the 1940
Act.
<PAGE>
IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement
as of the day and year first above written.
INCOME TRUST
Government Income Portfolio
Quality Income Portfolio
High Yield Portfolio
By: /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By /s/ Richard W. Kling
Richard W. Kling
Vice President
CUSTODIAN AGREEMENT
THIS CUSTODIAN AGREEMENT dated June 10, 1996, between Income Trust, a
Massachusetts business trust, (the "Trust"), on behalf of its underlying
portfolio, Government Income Portfolio, and American Express Trust Company, a
corporation organized under the laws of the State of Minnesota with its
principal place of business at Minneapolis, Minnesota (the "Custodian").
WHEREAS, the Trust desires that its securities and cash be hereafter held and
administered by Custodian pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the Trust
and the Custodian agree as follows:
Section 1. Definitions
The word "securities" as used herein shall be construed to include, without
being limited to, units, stocks, treasury stocks, including any stocks of this
Trust, notes, bonds, debentures, evidences of indebtedness, options to buy or
sell stocks or stock indexes, certificates of interest or participation in any
profit-sharing agreements, collateral trust certificates, preorganization
certificates or subscriptions, transferable units, investment contracts, voting
trust certificates, certificates of deposit for a security, fractional or
undivided interests in oil, gas or other mineral rights, or any certificates of
interest or participation in, temporary or interim certificates for, receipts
for, guarantees of, or warrants or rights to subscribe to or purchase any of the
foregoing, acceptances and other obligations and any evidence of any right or
interest in or to any cash, property or assets and any interest or instrument
commonly known as a security. In addition, for the purpose of this Custodian
Agreement, the word "securities" also shall include other instruments in which
the Trust may invest including currency forward contracts and commodities such
as interest rate or index futures contracts, margin deposits on such contracts
or options on such contracts.
The words "custodian order" shall mean a request or direction, including a
computer printout, directed to the Custodian and signed in the name of the Trust
by any two individuals designated in the current certified list referred to in
Section 2.
The word "facsimile" shall mean an exact copy or likeness which is
electronically transmitted for instant reproduction.
Section 2. Names, Titles and Signatures of Authorized Persons
The Trust will certify to the Custodian the names and signatures of its present
officers and other designated persons authorized on behalf of the Trust to
direct the Custodian by custodian order as herein before defined. The Trust
agrees that whenever any change occurs in this list it will file with the
Custodian a copy of a
<PAGE>
resolution certified by the Secretary or an Assistant Secretary of the Trust as
having been duly adopted by the Board of Trustees (the "Board") or the Executive
Committee of the Board designating those persons currently authorized on behalf
of the Trust to direct the Custodian by custodian order, as herein before
defined, and upon such filing (to be accompanied by the filing of specimen
signatures of the designated persons) the persons so designated in said
resolution shall constitute the current certified list. The Custodian is
authorized to rely and act upon the names and signatures of the individuals as
they appear in the most recent certified list from the Trust which has been
delivered to the Custodian as herein above provided.
Section 3. Use of Subcustodians
The Custodian may make arrangements, where appropriate, with other banks having
not less than two million dollars aggregate capital, surplus and undivided
profits for the custody of securities. Any such bank selected by the Custodian
to act as subcustodian shall be deemed to be the agent of the Custodian.
The Custodian also may enter into arrangements for the custody of securities
entrusted to its care through foreign branches of United States banks; through
foreign banks, banking institutions or trust companies; through foreign
subsidiaries of United States banks or bank holding companies, or through
foreign securities depositories or clearing agencies (hereinafter also called,
collectively, the "Foreign Subcustodian" or indirectly through an agent,
established under the first paragraph of this section, if and to the extent
permitted by Section 17(f) of the Investment Company Act of 1940 and the rules
promulgated by the Securities and Exchange Commission thereunder, any order
issued by the Securities and Exchange Commission, or any "no-action" letter
received from the staff of the Securities and Exchange Commission. To the extent
the existing provisions of the Custodian Agreement are consistent with the
requirements of such Section, rules, order or no-action letter, they shall apply
to all such foreign custodianships. To the extent such provisions are
inconsistent with or additional requirements are established by such Section,
rules, order or no-action letter, the requirements of such Section, rules, order
or no-action letter will prevail and the parties will adhere to such
requirements; provided, however, in the absence of notification from the Trust
of any changes or additions to such requirements, the Custodian shall have no
duty or responsibility to inquire as to any such changes or additions.
Section 4. Receipt and Disbursement of Money
(1) The Custodian shall open and maintain a separate account or accounts in the
name of the Trust or cause its agent to open and maintain such account or
accounts subject only to checks, drafts or directives by the Custodian pursuant
to the terms of this Agreement. The Custodian or its agent shall hold in such
account or accounts, subject to the provisions hereof, all cash received by
<PAGE>
it from or for the account of the Trust. The Custodian or its agent shall make
payments of cash to or for the account of the Trust from such cash only:
(a) for the purchase of securities for the portfolio of the Trust upon the
receipt of such securities by the Custodian or its agent unless
otherwise instructed on behalf of the Trust;
(b) for the purchase or redemption of units of capital stock of the Trust;
(c) for the payment of interest, dividends, taxes, management fees, or
operating expenses (including, without limitation thereto, fees for
legal, accounting and auditing services);
(d) for payment of distribution fees, commissions, or redemption fees, if
any;
(e) for payments in connection with the conversion, exchange or surrender
of securities owned or subscribed to by the Trust held by or to be
delivered to the Custodian;
(f) for payments in connection with the return of securities loaned by the
Trust upon receipt of such securities or the reduction of collateral
upon receipt of proper notice;
(g) for payments for other proper corporate purposes;
(h) or upon the termination of this Agreement.
Before making any such payment for the purposes permitted under the terms of
items (a), (b), (c), (d), (e), (f) or (g) of paragraph (1) of this section, the
Custodian shall receive and may rely upon a custodian order directing such
payment and stating that the payment is for such a purpose permitted under these
items (a), (b), (c), (d), (e), (f) or (g) and that in respect to item (g), a
copy of a resolution of the Board or of the Executive Committee of the Board
signed by an officer of the Trust and certified by its Secretary or an Assistant
Secretary, specifying the amount of such payment, setting forth the purpose to
be a proper corporate purpose, and naming the person or persons to whom such
payment is made. Notwithstanding the above, for the purposes permitted under
items (a) or (f) of paragraph (1) of this section, the Custodian may rely upon a
facsimile order.
(2) The Custodian is hereby appointed the attorney-in-fact of the Trust to
endorse and collect all checks, drafts or other orders for the payment of money
received by the Custodian for the account of the Trust and drawn on or to the
order of the Trust and to deposit same to the account of the Trust pursuant to
this Agreement.
<PAGE>
Section 5. Receipt of Securities
Except as permitted by the second paragraph of this section, the Custodian or
its agent shall hold in a separate account or accounts, and physically
segregated at all times from those of any other persons, firms or corporations,
pursuant to the provisions hereof, all securities received by it for the account
of the Trust. The Custodian shall record and maintain a record of all
certificate numbers. Securities so received shall be held in the name of the
Trust, in the name of an exclusive nominee duly appointed by the Custodian or in
bearer form, as appropriate.
Subject to such rules, regulations or guidelines as the Securities and Exchange
Commission may adopt, the Custodian may deposit all or any part of the
securities owned by the Trust in a securities depository which includes any
system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, or
such other person as may be permitted by the Commission, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities.
All securities are to be held or disposed of by the Custodian for, and subject
at all times to the instructions of, the Trust pursuant to the terms of this
Agreement. The Custodian shall have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any such securities, except pursuant
to the directive of the Trust and only for the account of the Trust as set forth
in Section 6 of this Agreement.
Section 6. Transfer Exchange, Delivery, etc. of Securities
The Custodian shall have sole power to release or deliver any securities of the
Trust held by it pursuant to this Agreement. The Custodian agrees to transfer,
exchange or deliver securities held by it or its agent hereunder only:
(a) for sales of such securities for the account of the Trust, upon receipt
of payment therefor;
(b) when such securities are called, redeemed, retired or otherwise become
payable;
(c) for examination upon the sale of any such securities in accordance with
"street delivery" custom which would include delivery against interim
receipts or other proper delivery receipts;
(d) in exchange for or upon conversion into other securities alone or other
securities and cash whether pursuant to any plan of
(e) merger, consolidation, reorganization, recapitalization or
readjustment, or otherwise;
<PAGE>
(f) for the purpose of exchanging interim receipts or temporary
certificates for permanent certificates;
(g) upon conversion of such securities pursuant to their terms into other
securities;
(h) upon exercise of subscription, purchase or other similar rights
represented by such securities; for loans of such securities by the
Trust receipt of collateral; or
(i) for other proper corporate purposes.
As to any deliveries made by the Custodian pursuant to items (a), (b), (c), (d),
(e), (f), (g) and (h), securities or cash received in exchange therefore shall
be delivered to the Custodian, its agent, or to a securities depository. Before
making any such transfer, exchange or delivery, the Custodian shall receive a
custodian order or a facsimile from the Trust requesting such transfer, exchange
or delivery and stating that it is for a purpose permitted under Section 6
(whenever a facsimile is utilized, the Trust will also deliver an original
signed custodian order) and, in respect to item (i), a copy of a resolution of
the Board or of the Executive Committee of the Board signed by an officer of the
Trust and certified by its Secretary or an Assistant Secretary, specifying the
securities, setting forth the purpose for which such payment, transfer, exchange
or delivery is to be made, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom such transfer, exchange or
delivery of such securities shall be made.
Section 7. Custodian's Acts Without Instructions
Unless and until the Custodian receives a contrary custodian order from the
Trust, the Custodian shall or shall cause its agent to:
(a) present for payment all coupons and other income items held by the
Custodian or its agent for the account of the Trust which call for
payment upon presentation and hold all cash received by it upon such
payment for the account of the Trust;
(b) present for payment all securities held by it or its agent which mature
or when called, redeemed, retired or otherwise become payable;
(c) ascertain all stock dividends, rights and similar securities to be
issued with respect to any securities held by the Custodian or its
agent hereunder, and to collect and hold for the account of the Trust
all such securities; and
(d) ascertain all interest and cash dividends to be paid to security
holders with respect to any securities held by the Custodian or its
agent, and to collect and hold such interest and cash dividends for the
account of the Trust.
<PAGE>
Section 8. Voting and Other Action
Neither the Custodian nor any nominee of the Custodian shall vote any of the
securities held hereunder by or for the account of the Trust. The Custodian
shall promptly deliver to the Trust all notices, proxies and proxy soliciting
materials with relation to such securities, such proxies to be executed by the
registered holder of such securities (if registered otherwise than in the name
of the Trust), but without indicating the manner in which such proxies are to be
voted.
Custodian shall transmit promptly to the Trust all written information
(including, without limitation, pendency of calls and maturities of securities
and expirations of rights in connection therewith) received by the Custodian
from issuers of the securities being held for the Trust. With respect to tender
or exchange offers, the Custodian shall transmit promptly to the Trust all
written information received by the Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents) making the
tender or exchange offer.
Section 9. Transfer Taxes
The Trust shall pay or reimburse the Custodian for any transfer taxes payable
upon transfers of securities made hereunder, including transfers resulting from
the termination of this Agreement. The Custodian shall execute such certificates
in connection with securities delivered to it under this Agreement as may be
required, under any applicable law or regulation, to exempt from taxation any
transfers and/or deliveries of any such securities which may be entitled to such
exemption.
Section 10. Custodian's Reports
The Custodian shall furnish the Trust as of the close of business each day a
statement showing all transactions and entries for the account of the Trust. The
books and records of the Custodian pertaining to its actions as Custodian under
this Agreement and securities held hereunder by the Custodian shall be open to
inspection and audit by officers of the Trust, internal auditors employed by the
Trust's investment advisor, and independent auditors employed by the Trust. The
Custodian shall furnish the Trust in such form as may reasonably be requested by
the Trust a report, including a list of the securities held by it in custody for
the account of the Trust, identification of any subcustodian, and identification
of such securities held by such subcustodian, as of the close of business of the
last business day of each month, which shall be certified by a duly authorized
officer of the Custodian. It is further understood that additional reports may
from time to time be requested by the Trust. Should any report ever be filed
with any governmental authority pertaining to lost or stolen securities, the
Custodian will concurrently provide the Trust with a copy of that report.
<PAGE>
The Custodian also shall furnish such reports on its systems of internal
accounting control as the Trust may reasonably request from time to time.
Section 11. Concerning Custodian
For its services hereunder the Custodian shall be paid such compensation at such
times as may from time to time be agreed on in writing by the parties hereto in
a Custodian Fee Agreement.
The Custodian shall not be liable for any action taken in good faith upon any
custodian order or facsimile herein described or certified copy of any
resolution of the Board or of the Executive Committee of the Board, and may rely
on the genuineness of any such document which it may in good faith believe to
have been validly executed.
The Trust agrees to indemnify and hold harmless Custodian and its nominee from
all taxes, charges, expenses, assessments, claims and liabilities (including
counsel fees) incurred or assessed against it or its nominee in connection with
the performance of this Agreement, except such as may arise from the Custodian's
or its nominee's own negligent action, negligent failure to act or willful
misconduct. Custodian is authorized to charge any account of the Trust for such
items. In the event of any advance of cash for any purpose made by Custodian
resulting from orders or instructions of the Trust, or in the event that
Custodian or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the performance
of this Agreement, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any property
at any time held for the account of the Trust shall be security therefor.
The Custodian shall maintain a standard of care equivalent to that which would
be required of a bailee for hire and shall not be liable for any loss or damage
to the Trust resulting from participation in a securities depository unless such
loss or damage arises by reason of any negligence, misfeasance, or willful
misconduct of officers or employees of the Custodian, or from its failure to
enforce effectively such rights as it may have against any securities depository
or from use of an agent, unless such loss or damage arises by reason of any
negligence, misfeasance, or willful misconduct of officers or employees of the
Custodian, or from its failure to enforce effectively such rights as it may have
against any agent.
Section 12. Termination and Amendment of Agreement
The Trust and the Custodian mutually may agree from time to time in writing to
amend, to add to, or to delete from any provision of this Agreement.
<PAGE>
The Custodian may terminate this Agreement by giving the Trust ninety days'
written notice of such termination by registered mail addressed to the Trust at
its principal place of business.
The Trust may terminate this Agreement at any time by written notice thereof
delivered, together with a copy of the resolution of the Board authorizing such
termination and certified by the Secretary of the Trust, by registered mail to
the Custodian.
Upon such termination of this Agreement, assets of the Trust held by the
Custodian shall be delivered by the Custodian to a successor custodian, if one
has been appointed by the Trust, upon receipt by the Custodian of a copy of the
resolution of the Board certified by the Secretary, showing appointment of the
successor custodian, and provided that such successor custodian is a bank or
trust company, organized under the laws of the United States or of any State of
the United States, having not less than two million dollars aggregate capital,
surplus and undivided profits. Upon the termination of this Agreement as a part
of the transfer of assets, either to a successor custodian or otherwise, the
Custodian will deliver securities held by it hereunder, when so authorized and
directed by resolution of the Board, to a duly appointed agent of the successor
custodian or to the appropriate transfer agents for transfer of registration and
delivery as directed. Delivery of assets on termination of this Agreement shall
be effected in a reasonable, expeditious and orderly manner; and in order to
accomplish an orderly transition from the Custodian to the successor custodian,
the Custodian shall continue to act as such under this Agreement as to assets in
its possession or control. Termination as to each security shall become
effective upon delivery to the successor custodian, its agent, or to a transfer
agent for a specific security for the account of the successor custodian, and
such delivery shall constitute effective delivery by the Custodian to the
successor under this Agreement.
In addition to the means of termination herein before authorized, this Agreement
may be terminated at any time by the vote of a majority of the outstanding units
of the Trust and after written notice of such action to the Custodian.
Section 13. Limitations of Liability of the Trustees and Unitholders of Trust
A copy of the Declaration of Trust, dated May 24, 1995, together with all
amendments, is on file in the office of the Secretary of State of the
Commonwealth of Massachusetts. The execution and delivery of this Agreement have
been authorized by the Trustees and the Agreement has been signed by an
authorized officer of the Trust. It is expressly agreed that the obligations of
the Trust under this Agreement shall not be binding upon any of the Trustees,
unitholders, nominees, officers, agents or employees of the Trust, personally,
but bind only the assets and property of the Trust, as provided in the
Declaration of Trust.
Section 14. General
Nothing expressed or mentioned in or to be implied from any provision of this
Agreement is intended to, or shall be construed
<PAGE>
to give any person or corporation other than the parties hereto, any legal or
equitable right, remedy or claim under or in respect of this Agreement, or any
covenant, condition or provision herein contained, this Agreement and all of the
covenants, conditions and provisions hereof being intended to be and being for
the sole and exclusive benefit of the parties hereto and their respective
successors and assigns.
This Agreement shall be governed by the laws of the State of Minnesota.
INCOME TRUST
Government Income Portfolio
By: /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS TRUST COMPANY
By: /s/ Chandrakant A. Patel
Chandrakant A. Patel
Vice President
CUSTODIAN AGREEMENT
THIS CUSTODIAN AGREEMENT dated June 10, 1996, between Income Trust, a
Massachusetts business trust, (the "Trust"), on behalf of its underlying
portfolio, High Yield Portfolio and First National Bank of Minneapolis, a
corporation organized under the laws of the United States of America with its
principal place of business at Minneapolis, Minnesota (hereinafter also called
the "Custodian").
WHEREAS, the Trust desires that its securities and cash be hereafter held and
administered by Custodian pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the Trust
and the Custodian agree as follows:
Section l. Definitions
The word "securities" as used herein shall be construed to include, without
being limited to, shares, stocks, treasury stocks, including any stocks of this
Trust, notes, bonds, debentures, evidences of indebtedness, options to buy or
sell stocks or stock indexes, certificates of interest or participation in any
profit-sharing agreements, collateral trust certificates, preorganization
certificates or subscriptions, transferable shares, investment contracts, voting
trust certificates, certificates of deposit for a security, fractional or
undivided interests in oil, gas or other mineral rights, or any certificates of
interest or participation in, temporary or interim certificates for, receipts
for, guarantees of, or warrants or rights to subscribe to or purchase any of the
foregoing, acceptances and other obligations and any evidence of any right or
interest in or to any cash, property or assets and any interest or instrument
commonly known as a security. In addition, for the purpose of this Agreement,
the word "securities" also shall include other instruments in which the Trust
may invest including currency forward contracts and commodities such as interest
rate or index futures contracts, margin deposits on such contracts or options on
such contracts.
The words "custodian order" shall mean a request or direction, including a
computer printout, directed to the Custodian and signed in the name of the Trust
by any two individuals designated in the current certified list referred to in
Section 2.
The word "facsimile" shall mean an exact copy or likeness which is
electronically transmitted for instant reproduction.
Section 2. Names, Titles and Signatures of Authorized Persons
The Trust will certify to the Custodian the names and signatures of its present
officers and other designated persons authorized on behalf of the Trust to
direct the Custodian by custodian order as hereinbefore defined. The Trust
agrees that whenever any change occurs in this list it will file with the
Custodian a copy of a
<PAGE>
resolution certified by the Secretary or an Assistant Secretary of the Trust as
having been duly adopted by the Board of Directors or the Executive Committee of
the Board of Directors of the Trust designating those persons currently
authorized on behalf of the Trust to direct the Custodian by custodian order, as
hereinbefore defined, and upon such filing (to be accompanied by the filing of
specimen signatures of the designated persons) the persons so designated in said
resolution shall constitute the current certified list. The Custodian is
authorized to rely and act upon the names and signatures of the individuals as
they appear in the most recent certified list from the Trust which has been
delivered to the Custodian as hereinabove provided.
Section 3. Use of Subcustodians
The Custodian may make arrangements, where appropriate, with other banks having
not less than two million dollars aggregate capital, surplus and undivided
profits for the custody of securities and cash.
The Custodian also may enter into arrangements for the custody of "Foreign
Securities" and cash entrusted to its care through "Eligible Foreign Custodian,"
as those terms are defined by Rule 17f-5 under the Investment Company Act of
1940 (the "Act"), or such other entity as permitted by the Securities and
Exchange Commission (the "SEC") (such Eligible Foreign Custodians, collectively,
"Foreign Custodial Agents") provided, if required by the SEC, that the Board has
given its prior approval to the use of, and Custodian's contract with, each
Foreign Custodial Agent by resolution, and a certified copy of such resolution
has been provided to the Custodian. To the extent the provisions of this
Agreement are consistent with the requirements of the Act, rules, orders or
no-action letters of the SEC, they shall apply to all such foreign
custodianships. To the extent such provisions are inconsistent with or
additional requirements are established by the Act or such rules, orders or
no-action letters, the requirements of the Act or such rules, orders or
no-action letters will prevail and the parties will adhere to such requirements;
provided, however, in the absence of notification from the Trust of any changes
or additions to such requirements, the Custodian shall have no duty or
responsibility to inquire as to any such changes or additions.
All subcustodians of the Custodian (such subcustodians, collectively, the
"Subcustodians"), including all Foreign Custodial Agents, shall be subject to
the instructions of the Custodian and not to those of the Trust and shall act
solely as agent of the Custodian.
Section 4. Receipt and Disbursement of Money
(1) The Custodian shall open and maintain a separate account or accounts in the
name of the Trust and cause any Subcustodians to open and maintain such account
or accounts, subject only to checks, drafts or directives by the Custodian or
such Subcustodian pursuant to the terms of this Agreement. The Custodian or such
Subcustodian shall hold in such account or accounts, subject to the provisions
hereof, all cash received by it from or for the account
<PAGE>
of the Trust. The Custodian or such Subcustodian shall make payments of cash to
or for the account of the Trust from such cash only:
(a) for the purchase of securities for the portfolio of the Trust
upon the receipt of such securities by the Custodian or such
Subcustodian;
(b) for the purchase or redemption of shares of capital stock of
the Trust;
(c) for the payment of interest, dividends, taxes, management
fees, or operating expenses (including, without limitation
thereto, fees for legal, accounting and auditing services);
(d) for payment of distribution fees, commissions, or redemption
fees, if any;
(e) for payments in connection with the conversion, exchange or
surrender of securities owned or subscribed to by the Trust
held by or to be delivered to the Custodian;
(f) for payments in connection with the return of securities
loaned by the Trust upon receipt of such securities or the
reduction of collateral upon receipt of proper notice;
(g) for payments for other proper corporate purposes; or
(h) upon the termination of this Agreement.
Before making any such payment for the purposes permitted under the terms of
items (a), (b), (c), (d), (e), (f) or (g) of paragraph (1) of this section, the
Custodian shall receive and may rely upon a custodian order directing such
payment and stating that the payment is for such a purpose permitted under these
items (a), (b), (c), (d), (e), (f) or (g) and that in respect to item (g), a
copy of a resolution of the Board of Directors or of the Executive Committee of
the Board of Directors of the Trust signed by an officer of the Trust and
certified by its Secretary or an Assistant Secretary, specifying the amount of
such payment, setting forth the purpose to be a proper corporate purpose, and
naming the person or persons to whom such payment is made. Notwithstanding the
above, for the purposes permitted under items (a) or (f) of paragraph (1) of
this section, the Custodian may rely upon a facsimile order.
(2) The Custodian is hereby appointed the attorney-in-fact of the Trust to
endorse and collect all checks, drafts or other orders for the payment of money
received by the Custodian for the account of the Trust and drawn on or to the
order of the Trust and to deposit same to the account of the Trust pursuant to
this Agreement.
<PAGE>
(3) Subject to the prior authorization provisions of Section 3 of this
Agreement, the Trust authorizes the Custodian to establish and maintain in each
country or other jurisdiction in which the principal trading market for any
Foreign Securities is located, or in which any Foreign Securities are to be
presented for payment, an account or accounts which may include nostro accounts
with Custodian branches and omnibus accounts of Custodian at Foreign Custodial
Agents for receipt of cash in such currencies as directed by custodian order.
For purposes of this Agreement, cash so held in any such account shall be
evidenced by separate book entries maintained by Custodian and shall be deemed
to be cash held by Custodian. Cash received or credited by Custodian or any
Custodian branch or any Foreign Custodial Agent in a currency other than United
States dollars shall be maintained in such currency and shall not be converted
or remitted except in accordance with the custodian order, except as permitted
by Section 7.
Section 5. Receipt of Securities
Except as permitted by the second paragraph of this section, the Custodian
shall, and shall cause any Subcustodians to, hold in a separate account or
accounts, and physically segregated at all times from those of any other
persons, firms or corporations, pursuant to the provisions hereof, all
securities and cash received for the account of the Trust. The Custodian shall,
and shall cause any Subcustodians to, record and maintain a record of all
certificate numbers. Securities so received shall be held in the name of the
Trust, in the name of an exclusive nominee duly appointed by the Custodian or
such Subcustodian, or in bearer form, as appropriate.
Subject to such rules, regulations or guidelines as the SEC may adopt, the
Custodian may deposit all or any part of the securities owned by the Trust in a
securities depository which includes any system for the central handling of
securities established by a national securities exchange or a national
securities association registered with the SEC under the Securities Exchange Act
of 1934, or such other person as may be permitted by the SEC, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities.
All securities are to be held or disposed of by the Custodian for, and subject
at all times to the instructions of, the Trust pursuant to the terms of this
Agreement. The Custodian shall have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any such securities, except pursuant
to the directive of the Trust and only for the account of the Trust as set forth
in Section 6 of this Agreement.
<PAGE>
Section 6. Transfer Exchange, Delivery, etc. of Securities
The Custodian shall have sole power to release or deliver any securities of the
Trust held by it pursuant to this Agreement. The Custodian agrees to transfer,
exchange or deliver securities held by it or any Subcustodian only:
(a) for sales of such securities for the account of the Trust, upon receipt
of payment therefor;
(b) when such securities are called, redeemed, retired or otherwise become
payable;
(c) for examination upon the sale of any such securities in accordance with
"street delivery" custom which would include delivery against interim
receipts or other proper delivery receipts;
(d) in exchange for or upon conversion into other securities alone or other
securities and cash whether pursuant to any plan of merger,
consolidation, reorganization, recapitalization or readjustment, or
otherwise;
(e) for the purpose of exchanging interim receipts or temporary
certificates for permanent certificates;
(f) upon conversion of such securities pursuant to their terms into other
securities;
(g) upon exercise of subscription, purchase or other similar rights
represented by such securities;
(h) for loans of such securities by the Trust upon receipt of collateral;
or
(i) for other proper corporate purposes.
As to any deliveries made by the Custodian pursuant to items (a), (b), (c), (d),
(e), (f), (g) and (h), securities or cash received in exchange therefore shall
be delivered to the Custodian, a Subcustodian, or to a securities depository.
Before making any such transfer, exchange or delivery, the Custodian shall
receive a custodian order or a facsimile from the Trust requesting such
transfer, exchange or delivery and stating that it is for a purpose permitted
under this section (whenever a facsimile is utilized, the Trust will also
deliver an original signed custodian order) and, in respect to item (i), a copy
of a resolution of the Board of Directors or of the Executive Committee of the
Board of Directors of the Trust signed by an officer of the Trust and certified
by its Secretary or an Assistant Secretary, specifying the securities, setting
forth the purpose for which such payment, transfer, exchange or delivery is to
be made, declaring such
<PAGE>
purpose to be a proper corporate purpose, and naming the person or persons to
whom such transfer, exchange or delivery of such securities shall be made.
Section 7. Custodian's Acts Without Instructions
Unless and until the Custodian receives a contrary custodian order from the
Trust, the Custodian shall or shall cause a Subcustodian to:
(a) present for payment all coupons and other income items held by the
Custodian or such Subcustodian for the account of the Trust which call
for payment upon presentation and hold all cash received by it upon
such payment for the account of the Trust;
(b) present for payment all securities held by it or such Subcustodian
which mature or when called, redeemed, retired or otherwise become
payable;
(c) ascertain all stock dividends, rights and similar securities to be
issued with respect to any securities other than Foreign Securities;
(d) collect and hold for the account of the Trust all stock dividends,
rights and similar securities issued with respect to any securities;
(e) ascertain all interest and cash dividends to be paid to security
holders with respect to any securities other than Foreign Securities;
(f) collect and hold all interest and cash dividends for the account of the
Trust;
(g) present for exchange securities converted pursuant to their terms into
other securities;
(h) exchange interim receipts or temporary securities for definitive
securities;
(i) execute in the name of the Trust such ownership and other certificates
as may be required to obtain payments in respect thereto, provided that
the Trust shall have furnished to the Custodian or such Subcustodian
any information necessary in connection with such certificates; and
(j) convert interest and dividends received with respect to Foreign
Securities into United States dollars whenever it is practicable to do
so through customary banking channels, including the Custodian's own
banking facilities.
<PAGE>
Section 8. Settlement Procedures
Settlement procedures for transactions in Foreign Securities, including receipts
and payments of cash held in any nostro account or omnibus account, shall be
carried out in accordance with instructions in the operational manual provided
by the Custodian (the "Operational Manual"). It is understood that such
settlement procedures may vary, as provided in the Operational Manual, from
securities market to securities market, to reflect particular settlement
practices in such markets.
With respect to any transaction involving Foreign Securities, the Custodian or
any Subcustodian in its discretion may cause the Trust to be credited on the
contractual settlement date with proceeds of any sale or exchange of Foreign
Securities and to be debited on the contractual settlement date for the cost of
Foreign Securities purchased or acquired. The Custodian may reverse any such
credit or debit if the transaction with respect to which such credit or debit
was made fails to settle within a reasonable period, determined by the Custodian
in its discretion, after the contractual settlement date except that if any
Foreign Securities delivered pursuant to this section are returned by the
recipient thereof, the Custodian may cause any such credits and debits to be
reversed at any time. With respect to any transactions as to which the Custodian
does not determine so to credit or debit the Trust, the proceeds from the sale
or exchange of Foreign Securities will be credited and the cost of such Foreign
Securities purchased or acquired will be debited on the date such proceeds or
Foreign Securities are received by the Custodian.
Notwithstanding the preceding paragraph, settlement, payment and delivery for
Foreign Securities may be effected in accordance with the customary or
established securities trading or securities processing practices and procedures
in the jurisdiction or market in which the transaction occurs, including,
without limitation, delivering Foreign Securities to the purchaser thereof or to
a dealer therefor against a receipt with the exception of receiving later
payment for such Foreign Securities from such purchaser or dealer.
Section 9. Records
The Custodian hereby agrees that it shall create, maintain, and retain all
records relating to its activities and obligations under this Agreement in such
manner as will meet their obligations under this Agreement and the obligations
of the Trust under the Act, particularly Section 31 thereof and Rules 31a-1 and
31a-2 thereunder and Section 17(f) thereof and the rules thereunder, and
applicable federal, state and foreign tax laws and other laws or administrative
rules or procedures, in each case as currently in effect, which may be
applicable to the Trust. All records so maintained in connection with the
performance of its duties under this Agreement shall remain the property of the
Trust and, in
<PAGE>
the event of termination of this Agreement, shall be delivered in accordance
with the provisions of this Agreement.
(a) With respect to securities and cash held by the Custodian's branches,
such securities and cash may be placed in an omnibus account for the
customers of the Custodian, and the Custodian shall maintain separate
book entry records for each such omnibus account.
(b) With respect to securities and cash deposited by the Custodian with a
Foreign Custodial Agent, the Custodian shall indemnify on its books as
belonging to the Trust the securities and cash shown on the Custodian's
account on the books of such Foreign Custodial Agent.
(c) With respect to securities and cash deposited with a securities
depository or clearing agency, incorporated or organized under the laws
of a country other than the United States, which operates the central
system for handling of securities or equivalent book-entries in that
country or which operates a transnational system for the central
handling or securities or equivalent book-entries (on "Eligible Foreign
Securities Depository"), the Custodian shall cause the securities and
cash shown on the account on the books of the Eligible Foreign
Securities Depository to be identified as belonging to the Custodian as
agent for the Trust.
The Custodian hereby agrees that the books and records of the Custodian
(including any Custodian branch) pertaining to its actions under this Agreement
shall be open to the physical, on-premises inspection and audit by the
independent accountant (the "Accountant") employed by, or other representatives
of, the Trust, and, upon the request of the Accountant, confirmation of the
contents of those records shall be provided by the Custodian. The Custodian
shall use its best efforts to cause any Foreign Custodial Agent to afford access
to the Accountant to the books and records of such Foreign Custodial Agent with
respect to securities and cash held by such Foreign Custodial Agent for the
Trust. the Custodian also agrees to furnish the Accountant with such reports of
the Custodian's (including any Custodian branches') auditors as they relate to
the services provided under this Agreement and as are necessary for the
Accountant to conduct its examination of the books and records pertaining to
affairs of the Trust, and the Custodian shall use its best efforts to obtain and
furnish similar reports of any Foreign Custodial Agent holding securities and
cash for the Trust.
Section 10. Registration of Securities
Securities which are ordinarily held in registered form may be registered in the
name of the Custodian's nominee or, as to any securities in the physical
possession of an entity other than the Custodian, in the name of such entity's
nominee. The Trust
<PAGE>
agrees to hold any such nominee harmless from any liability as a holder of
record of such securities. The Custodian may without notice to the Trust cause
any such securities to cease to be registered in the name of any such nominee
and to be registered in the name of the Trust. In the event that any security
registered in the name of the Custodian's nominee or held by any Subcustodians
and registered in the name of such Subcustodian's nominee is called for partial
redemption by the issuer of such security, the Custodian may allot, or cause to
be allotted, the called portion to the respective beneficial holders of such
class of security in any manner the Custodian deems to be fair and equitable.
Section 11. Transfer Taxes
The Trust shall pay or reimburse the Custodian and any Subcustodian for any
transfer taxes payable upon transfers of securities made hereunder, including
transfers resulting from the termination of this Agreement. The Custodian shall,
and shall use its best efforts to cause any Subcustodian to, execute such
certificates in connection with securities delivered to it under this Agreement
as may be required, under any applicable law or regulation, to exempt from
taxation any transfers and/or deliveries of any such securities which may be
entitled to such exemption.
Section 12. Voting and Other Action
Neither the Custodian or any Subcustodian nor any nominee of the Custodian or
such Subcustodian shall vote any of the securities held hereunder by or for the
account of the Trust. The Custodian shall, and shall use its best efforts to
cause any Subcustodian to, promptly deliver to the Trust all notices, proxies
and proxy soliciting materials with relation to such securities, such proxies to
be executed by the registered holder of such securities (if registered otherwise
than in the name of the Trust), but without indicating the manner in which such
proxies are to be voted.
The Custodian shall, and shall use its best efforts to cause any Subcustodian
to, transmit promptly to the Trust all written information (including, without
limitation, pendency of calls and maturities of securities and expirations of
rights in connection therewith) received by the Custodian or such Subcustodian
from issuers of the securities being held for the Trust. With respect to tender
or exchange offers, the Custodian shall, and shall use its best efforts to cause
any Subcustodian to, transmit promptly to the Trust all written information
received by the Custodian or such Subcustodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents) making the
tender or exchange offer.
<PAGE>
Section 13. Custodian's Reports
The Custodian shall furnish the Trust as of the close of business each day a
statement showing all transactions and entries for the account of the Trust. The
books and records of the Custodian pertaining to its actions as Custodian under
this Agreement and securities held hereunder by the Custodian shall be open to
inspection and audit by officers of the Trust, internal auditors employed by the
Trust's investment adviser, and independent auditors employed by the Trust. The
Custodian shall furnish the Trust in such form as may reasonably be requested by
the Trust a report, including a list of the securities held by it in custody for
the account of the Trust, identification of any subcustodian, and identification
of such securities held by such subcustodian, as of the close of business of the
last business day of each month, which shall be certified by a duly authorized
officer of the Custodian. It is further understood that additional reports may
from time to time be requested by the Trust. Should any report ever be filed
with any governmental authority pertaining to lost or stolen securities, the
Custodian will concurrently provide the Trust with a copy of that report.
The Custodian also shall furnish such reports on its systems of internal
accounting control as the Trust may reasonably request from time to time.
Section 14. Security Interest, Liens and Transfers of Beneficial Ownership
The securities and cash held by the Custodian hereunder shall not be subject to
any right, change, security interest, lien or claim of any kind in favor of the
Custodian or its creditors, except a claim of payment for their safe custody or
administration, and beneficial ownership of such securities and cash shall be
freely transferable without the payment of money or value other than for safe
custody or administration. Any agreement the Custodian shall enter into with any
Subcustodian, including any Foreign Custodial Agent, shall contain a provision
which is substantially identical to the foregoing.
In the event that there shall be asserted any attachment or lien on or against
any securities or cash held in any omnibus account or nostro account referred to
in this Agreement which results from any claim against the Custodian (including
any branch) or any such account, which is not directly related to transactions
in securities or cash for the Trust, the Custodian will use its best efforts
promptly to discharge such attachment or lien. If the Custodian shall not have
discharged such attachment or lien within five business days, it shall notify
the Trust of the existence of the attachment or lien. If the attachment or lien
is not discharged on the date required for delivery or payment with respect to
any securities or cash in accordance with the provisions of the Operation
Manual:
<PAGE>
(a) in the case of such securities, at the option of the Trust, the
Custodian shall either immediately transfer to the Trust a like amount
of such securities (provided the same shall be reasonably available) or
immediately transfer an amount in United States dollars equal to the
market value of such securities, valued in accordance with such
procedures as may be mutually agreed to by the parties thereto;
(b) in the case of cash, the Custodian shall immediately transfer to the
Trust an equal amount of cash in United States dollars.
Section 15. Compensation
For its services hereunder the Custodian shall be paid such compensation and
out-of-pocket or incidental expenses at such times as may from time to time be
agreed on in writing by the parties hereto in a Custodian Fee Agreement.
Section 16. Standard of Care
The Custodian shall not be liable for any action taken in good faith upon any
custodian order or facsimile herein described or certified copy of any
resolution of the Board of Directors or of the Executive Committee of the Board
of Directors of the Trust, and may rely on the genuineness of any such document
which it may in good faith believe to have been validly executed.
The Trust agrees to indemnify and hold harmless the Custodian, any Subcustodian,
or any nominee thereof from all taxes, charges, expenses, assessments, claims
and liabilities (including counsel fees) incurred or assessed against any such
entity in connection with the performance of this Agreement, except such as may
arise from such entity's own negligent action, negligent failure to act or
willful misconduct. The Custodian is authorized to charge any account of the
Trust for such items. In the event of any advance of cash for any purpose made
by the Custodian resulting from orders or instructions of the Trust, or in the
event that the Custodian or any nominee thereof shall incur or be assessed any
taxes, charges, expenses, assessments, claims or liabilities in connection with
the performance of this Agreement, except such as may arise from such entity's
own negligent action, negligent failure to act or willful misconduct, any
property at any time held for the account of the Trust shall be security
therefor.
The Custodian shall maintain a standard of care equivalent to that which would
be required of a bailee for hire and shall not be liable for any loss or damage
to the Trust resulting from participation in a securities depository unless such
loss or damage arises by reason of any negligence, misfeasance, or willful
misconduct of officers or employees of the Custodian, or from its
<PAGE>
failure to enforce effectively such rights as it may have against any securities
depository or from use of a Subcustodian, unless such loss or damage arises by
reason of any negligence, misfeasance, or willful misconduct of officers or
employees of the Custodian, or from its failure to enforce effectively such
rights as it may have against such Subcustodian. Anything in the foregoing to
the contrary notwithstanding, the Custodian shall exercise, in the performance
of its obligations undertaken or reasonably assumed with respect to this
Agreement, including the recommendation to the Board of Foreign Custodial
Agents, reasonable care, for which the Custodian shall be responsible to the
same extent as if it were performing such duties directly and holding such
securities and cash in Minnesota, United States of America. The Custodian shall
be indemnified and held harmless by the Trust from and against any loss or
liability for any action taken or omitted to be taken hereunder in good faith
upon custodian order and may rely on the genuineness of all such orders and
documents as it in good faith believes to have been validly executed. The
Custodian shall be responsible for the securities and cash held by or deposited
with any Subcustodian to the same extent as if such securities and cash were
directly held by or deposited with the Custodian. The Custodian hereby agrees
that it shall indemnify and hold the Trust harmless from and against any loss
which shall occur as a result of the failure of a foreign Custodial Agent
holding the securities and cash to exercise reasonable care with respect to the
safekeeping of such securities and cash to the extent that the Custodian would
be required to indemnify and hold the Trust harmless if the Custodian were
itself holding such securities and cash in Minnesota. It is also understood that
the Custodian shall not have liability for loss except by reason of the
Custodian's negligence, fraud or willful misconduct, or by reason of negligence,
fraud or willful misconduct of any Subcustodian holding such securities or cash
for the Trust.
The Custodian warrants that the established procedures to be followed by any
Subcustodian, in the opinion of the Custodian after due inquiry, afford
protection for such securities and cash at least equal to that afforded by the
Custodian's established procedures with respect to similar securities and cash
held by the Custodian (including its securities depositories) in Minnesota.
However, the Custodian shall have no liability for any loss or liability
occasioned by delay in the actual receipt by it or any Subcustodian of notice of
any payment, redemption, or other transaction regarding securities unless such
delay is a result of its own negligence, fraud, or willful misconduct.
The Custodian shall not be responsible for any loss of the Trust, or to take any
action with respect to any attachment or lien on any omnibus account or nostro
account, except as provided in Section 14 of this Agreement, in such loss,
attachment or lien arises by reason of any cause or circumstances beyond the
control of the Custodian, including acts of civil or military
<PAGE>
authority, expropriation, national emergency, acts of God, insurrection, war,
riots, or failure of transportation, communication or power supply, or the
failure of any person, firm or corporation (other than the Custodian or any
Subcustodian acting on behalf of the Custodian) to perform any obligation if
such failure results in any such loss.
Section 17. Insurance
The Custodian represents and warrants that it presently maintains and shall
maintain for the duration of this Agreement a bankers' blanket bond (the "Bond")
which provides standard fidelity and non-negligent loss coverage with respect to
securities and cash which may be held by the Custodian and securities and cash
which may be held by any Subcustodian which may be utilized by the Custodian
pursuant to this Agreement. The Custodian agrees that, if at any time the
Custodian for any reason discontinues such coverage, it shall immediately notify
the Trust in writing. The Custodian represents that only the named insured on
the Bond, which includes the Custodian but not any of its customers, is directly
protected against loss. The Custodian represents that while it might resist a
claim of one of its customers to recover for a loss not covered by the Bond, as
a practical matter, where a claim is brought and a loss is possibly covered by
the Bond, the Custodian would give notice of the claim to its insurer, and the
insurer would normally determine whether to defend the claim against the
Custodian or to pay the claim on behalf of the Custodian.
The Custodian also represents that it does not intend to obtain any insurance
for the benefit of the Trust which protects against the imposition of the
proceeds of sale of any securities or against confiscation, expropriation or
nationalization of any securities or the assets of the issuer of such securities
by a government or any foreign country in which the issuer of such securities is
organized or in which securities are held for safekeeping either by the
Custodian or any Subcustodian in such country. The Custodian represents that it
has discussed the availability of expropriation insurance with the Trust. The
Custodian also represents that it has advised the Trust as to its understanding
of the position of the Staff of the SEC that any investment company investing in
securities of foreign issuers has the responsibility for reviewing the
possibility of the imposition of exchange control restrictions which would
affect the liquidity of such investment company's assets and the possibility of
exposure to political risk, including the appropriateness of insuring against
such risk. The Custodian represents that the Trust has acknowledged that it has
the responsibility to review the possibility of such risks and what, if any,
action should be taken.
Section 18. Termination and Amendment of Agreement
The Trust and the Custodian mutually may agree from time to time in writing to
amend, to add to, or to delete from any provision of this Agreement.
<PAGE>
The Custodian may terminate this Agreement by giving the Trust ninety days'
written notice of such termination by registered mail addressed to the Trust at
its principal place of business.
The Trust may terminate this Agreement at any time by written notice thereof
delivered, together with a copy of the resolution of the Board of Directors
authorizing such termination and certified by the Secretary of the Trust, by
registered mail to the Custodian.
Upon such termination of this Agreement, assets of the Trust held by the
Custodian shall be delivered by the Custodian to a successor custodian, if one
has been appointed by the Trust, upon receipt by the Custodian of a copy of the
resolution of the Board of Directors of the Trust certified by the Secretary,
showing appointment of the successor custodian, and provided that such successor
custodian is a bank or trust company, organized under the laws of the United
States or of any State of the United States, having not less than two million
dollars aggregate capital, surplus and undivided profits. Upon the termination
of this Agreement as a part of the transfer of assets, either to a successor
custodian or otherwise, the Custodian will deliver securities held by it
hereunder, when so authorized and directed by resolution of the Board of
Directors of the Trust, to a duly appointed agent of the successor custodian or
to the appropriate transfer agents for transfer of registration and delivery as
directed. Delivery of assets on termination of this Agreement shall be effected
in a reasonable, expeditious and orderly manner; and in order to accomplish an
orderly transition from the Custodian to the successor custodian, the Custodian
shall continue to act as such under this Agreement as to assets in its
possession or control. Termination as to each security shall become effective
upon delivery to the successor custodian, its agent, or to a transfer agent for
a specific security for the account of the successor custodian, and such
delivery shall constitute effective delivery by the Custodian to the successor
under this Agreement.
In addition to the means of termination hereinbefore authorized, this Agreement
may be terminated at any time by the vote of a majority of the outstanding
shares of the Trust and after written notice of such action to the Custodian.
Section 19. Limitations of Liability of the Trustees and Unitholders of Trust
A copy of the Declaration of Trust, dated May 24, 1995, together with all
amendments, is on file in the office of the Secretary of State of the
Commonwealth of Massachusetts. The execution and delivery of this Agreement have
been authorized by the Trustees and the Agreement has been signed by an
authorized officer of the Trust. It is expressly agreed that the obligations of
the Trust under this Agreement shall not be binding upon any of the Trustees,
unitholders, nominees, officers, agents or employees of the Trust, personally,
but bind only the assets and property of the Trust, as provided in the
Declaration of Trust.
<PAGE>
Section 20. General
Nothing expressed or mentioned in or to be implied from any provision of this
Agreement is intended to, or shall be construed to give any person or
corporation other than the parties hereto, any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any covenant, condition or
provision herein contained, this Agreement and all of the covenants, conditions
and provisions hereof being intended to be and being for the sole and exclusive
benefit of the parties hereto and their respective successors and assigns.
This Agreement shall be governed by the laws of the State of Minnesota.
INCOME TRUST
High Yield Portfolio
By /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
FIRST NATIONAL BANK OF MINNEAPOLIS
By /s/ Robert Spies
Robert Spies
Vice President
CUSTODIAN AGREEMENT
THIS CUSTODIAN AGREEMENT dated June 10, 1996, between Income Trust, a
Massachusetts business trust, (the "Trust"), on behalf of its underlying
portfolio, Quality Income Portfolio and First National Bank of Minneapolis, a
corporation organized under the laws of the United States of America with its
principal place of business at Minneapolis, Minnesota (hereinafter also called
the "Custodian").
WHEREAS, the Trust desires that its securities and cash be hereafter held and
administered by Custodian pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the Trust
and the Custodian agree as follows:
Section l. Definitions
The word "securities" as used herein shall be construed to include, without
being limited to, shares, stocks, treasury stocks, including any stocks of this
Trust, notes, bonds, debentures, evidences of indebtedness, options to buy or
sell stocks or stock indexes, certificates of interest or participation in any
profit-sharing agreements, collateral trust certificates, preorganization
certificates or subscriptions, transferable shares, investment contracts, voting
trust certificates, certificates of deposit for a security, fractional or
undivided interests in oil, gas or other mineral rights, or any certificates of
interest or participation in, temporary or interim certificates for, receipts
for, guarantees of, or warrants or rights to subscribe to or purchase any of the
foregoing, acceptances and other obligations and any evidence of any right or
interest in or to any cash, property or assets and any interest or instrument
commonly known as a security. In addition, for the purpose of this Agreement,
the word "securities" also shall include other instruments in which the Trust
may invest including currency forward contracts and commodities such as interest
rate or index futures contracts, margin deposits on such contracts or options on
such contracts.
The words "custodian order" shall mean a request or direction, including a
computer printout, directed to the Custodian and signed in the name of the Trust
by any two individuals designated in the current certified list referred to in
Section 2.
The word "facsimile" shall mean an exact copy or likeness which is
electronically transmitted for instant reproduction.
Section 2. Names, Titles and Signatures of Authorized Persons
The Trust will certify to the Custodian the names and signatures of its present
officers and other designated persons authorized on behalf of the Trust to
direct the Custodian by custodian order as hereinbefore defined. The Trust
agrees that whenever any change
<PAGE>
occurs in this list it will file with the Custodian a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Trust as having been
duly adopted by the Board of Directors or the Executive Committee of the Board
of Directors of the Trust designating those persons currently authorized on
behalf of the Trust to direct the Custodian by custodian order, as hereinbefore
defined, and upon such filing (to be accompanied by the filing of specimen
signatures of the designated persons) the persons so designated in said
resolution shall constitute the current certified list. The Custodian is
authorized to rely and act upon the names and signatures of the individuals as
they appear in the most recent certified list from the Trust which has been
delivered to the Custodian as hereinabove provided.
Section 3. Use of Subcustodians
The Custodian may make arrangements, where appropriate, with other banks having
not less than two million dollars aggregate capital, surplus and undivided
profits for the custody of securities and cash.
The Custodian also may enter into arrangements for the custody of "Foreign
Securities" and cash entrusted to its care through "Eligible Foreign Custodian,"
as those terms are defined by Rule 17f-5 under the Investment Company Act of
1940 (the "Act"), or such other entity as permitted by the Securities and
Exchange Commission (the "SEC") (such Eligible Foreign Custodians, collectively,
"Foreign Custodial Agents") provided, if required by the SEC, that the Board has
given its prior approval to the use of, and Custodian's contract with, each
Foreign Custodial Agent by resolution, and a certified copy of such resolution
has been provided to the Custodian. To the extent the provisions of this
Agreement are consistent with the requirements of the Act, rules, orders or
no-action letters of the SEC, they shall apply to all such foreign
custodianships. To the extent such provisions are inconsistent with or
additional requirements are established by the Act or such rules, orders or
no-action letters, the requirements of the Act or such rules, orders or
no-action letters will prevail and the parties will adhere to such requirements;
provided, however, in the absence of notification from the Trust of any changes
or additions to such requirements, the Custodian shall have no duty or
responsibility to inquire as to any such changes or additions.
All subcustodians of the Custodian (such subcustodians, collectively, the
"Subcustodians"), including all Foreign Custodial Agents, shall be subject to
the instructions of the Custodian and not to those of the Trust and shall act
solely as agent of the Custodian.
Section 4. Receipt and Disbursement of Money
(1) The Custodian shall open and maintain a separate account or accounts in the
name of the Trust and cause any Subcustodians to open and maintain such account
or accounts, subject only to checks, drafts or directives by the Custodian or
such Subcustodian pursuant
<PAGE>
to the terms of this Agreement. The Custodian or such Subcustodian shall hold in
such account or accounts, subject to the provisions hereof, all cash received by
it from or for the account of the Trust. The Custodian or such Subcustodian
shall make payments of cash to or for the account of the Trust from such cash
only:
(a) for the purchase of securities for the portfolio of the Trust upon the
receipt of such securities by the Custodian or such Subcustodian;
(b) for the purchase or redemption of shares of capital stock of the Trust;
(c) for the payment of interest, dividends, taxes, management fees, or
operating expenses (including, without limitation thereto, fees for
legal, accounting and auditing services);
(d) for payment of distribution fees, commissions, or redemption fees, if
any;
(e) for payments in connection with the conversion, exchange or surrender
of securities owned or subscribed to by the Trust held by or to be
delivered to the Custodian;
(f) for payments in connection with the return of securities loaned by the
Trust upon receipt of such securities or the reduction of collateral
upon receipt of proper notice;
(g) for payments for other proper corporate purposes; or
(h) upon the termination of this Agreement.
Before making any such payment for the purposes permitted under the terms of
items (a), (b), (c), (d), (e), (f) or (g) of paragraph (1) of this section, the
Custodian shall receive and may rely upon a custodian order directing such
payment and stating that the payment is for such a purpose permitted under these
items (a), (b), (c), (d), (e), (f) or (g) and that in respect to item (g), a
copy of a resolution of the Board of Directors or of the Executive Committee of
the Board of Directors of the Trust signed by an officer of the Trust and
certified by its Secretary or an Assistant Secretary, specifying the amount of
such payment, setting forth the purpose to be a proper corporate purpose, and
naming the person or persons to whom such payment is made. Notwithstanding the
above, for the purposes permitted under items (a) or (f) of paragraph (1) of
this section, the Custodian may rely upon a facsimile order.
(2) The Custodian is hereby appointed the attorney-in-fact of the Trust to
endorse and collect all checks, drafts or other orders for the payment of money
received by the Custodian for the account of the Trust and drawn on or to the
order of the Trust and to deposit same to the account of the Trust pursuant to
this Agreement.
<PAGE>
(3) Subject to the prior authorization provisions of Section 3 of this
Agreement, the Trust authorizes the Custodian to establish and maintain in each
country or other jurisdiction in which the principal trading market for any
Foreign Securities is located, or in which any Foreign Securities are to be
presented for payment, an account or accounts which may include nostro accounts
with Custodian branches and omnibus accounts of Custodian at Foreign Custodial
Agents for receipt of cash in such currencies as directed by custodian order.
For purposes of this Agreement, cash so held in any such account shall be
evidenced by separate book entries maintained by Custodian and shall be deemed
to be cash held by Custodian. Cash received or credited by Custodian or any
Custodian branch or any Foreign Custodial Agent in a currency other than United
States dollars shall be maintained in such currency and shall not be converted
or remitted except in accordance with the custodian order, except as permitted
by Section 7.
Section 5. Receipt of Securities
Except as permitted by the second paragraph of this section, the Custodian
shall, and shall cause any Subcustodians to, hold in a separate account or
accounts, and physically segregated at all times from those of any other
persons, firms or corporations, pursuant to the provisions hereof, all
securities and cash received for the account of the Trust. The Custodian shall,
and shall cause any Subcustodians to, record and maintain a record of all
certificate numbers. Securities so received shall be held in the name of the
Trust, in the name of an exclusive nominee duly appointed by the Custodian or
such Subcustodian, or in bearer form, as appropriate.
Subject to such rules, regulations or guidelines as the SEC may adopt, the
Custodian may deposit all or any part of the securities owned by the Trust in a
securities depository which includes any system for the central handling of
securities established by a national securities exchange or a national
securities association registered with the SEC under the Securities Exchange Act
of 1934, or such other person as may be permitted by the SEC, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities.
All securities are to be held or disposed of by the Custodian for, and subject
at all times to the instructions of, the Trust pursuant to the terms of this
Agreement. The Custodian shall have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any such securities, except pursuant
to the directive of the Trust and only for the account of the Trust as set forth
in Section 6 of this Agreement.
<PAGE>
Section 6. Transfer Exchange, Delivery, etc. of Securities
The Custodian shall have sole power to release or deliver any securities of the
Trust held by it pursuant to this Agreement. The Custodian agrees to transfer,
exchange or deliver securities held by it or any Subcustodian only:
(a) for sales of such securities for the account of the Trust, upon receipt
of payment therefor;
(b) when such securities are called, redeemed, retired or otherwise become
payable;
(c) for examination upon the sale of any such securities in accordance with
"street delivery" custom which would include delivery against interim
receipts or other proper delivery receipts;
(d) in exchange for or upon conversion into other securities alone or other
securities and cash whether pursuant to any plan of merger,
consolidation, reorganization, recapitalization or readjustment, or
otherwise;
(e) for the purpose of exchanging interim receipts or temporary
certificates for permanent certificates;
(f) upon conversion of such securities pursuant to their terms into other
securities;
(g) upon exercise of subscription, purchase or other similar rights
represented by such securities;
(h) for loans of such securities by the Trust upon receipt of collateral;
or
(i) for other proper corporate purposes.
As to any deliveries made by the Custodian pursuant to items (a), (b), (c), (d),
(e), (f), (g) and (h), securities or cash received in exchange therefore shall
be delivered to the Custodian, a Subcustodian, or to a securities depository.
Before making any such transfer, exchange or delivery, the Custodian shall
receive a custodian order or a facsimile from the Trust requesting such
transfer, exchange or delivery and stating that it is for a purpose permitted
under this section (whenever a facsimile is utilized, the Trust will also
deliver an original signed custodian order) and, in respect to item (i), a copy
of a resolution of the Board of Directors or of the Executive Committee of the
Board of Directors of the Trust signed by an officer of the Trust and certified
by its Secretary or an Assistant Secretary, specifying the securities, setting
forth the purpose for which such payment, transfer, exchange or delivery is to
be made, declaring such
<PAGE>
purpose to be a proper corporate purpose, and naming the person or persons to
whom such transfer, exchange or delivery of such securities shall be made.
Section 7. Custodian's Acts Without Instructions
Unless and until the Custodian receives a contrary custodian order from the
Trust, the Custodian shall or shall cause a Subcustodian to:
(a) present for payment all coupons and other income items held by the
Custodian or such Subcustodian for the account of the Trust which call
for payment upon presentation and hold all cash received by it upon
such payment for the account of the Trust;
(b) present for payment all securities held by it or such Subcustodian
which mature or when called, redeemed, retired or otherwise become
payable;
(c) ascertain all stock dividends, rights and similar securities to be
issued with respect to any securities other than Foreign Securities;
(d) collect and hold for the account of the Trust all stock dividends,
rights and similar securities issued with respect to any securities;
(e) ascertain all interest and cash dividends to be paid to security
holders with respect to any securities other than Foreign Securities;
(f) collect and hold all interest and cash dividends for the account of the
Trust;
(g) present for exchange securities converted pursuant to their terms into
other securities;
(h) exchange interim receipts or temporary securities for definitive
securities;
(i) execute in the name of the Trust such ownership and other certificates
as may be required to obtain payments in respect thereto, provided that
the Trust shall have furnished to the Custodian or such Subcustodian
any information necessary in connection with such certificates; and
(j) convert interest and dividends received with respect to Foreign
Securities into United States dollars whenever it is practicable to do
so through customary banking channels, including the Custodian's own
banking facilities.
<PAGE>
Section 8. Settlement Procedures
Settlement procedures for transactions in Foreign Securities, including receipts
and payments of cash held in any nostro account or omnibus account, shall be
carried out in accordance with instructions in the operational manual provided
by the Custodian (the "Operational Manual"). It is understood that such
settlement procedures may vary, as provided in the Operational Manual, from
securities market to securities market, to reflect particular settlement
practices in such markets.
With respect to any transaction involving Foreign Securities, the Custodian or
any Subcustodian in its discretion may cause the Trust to be credited on the
contractual settlement date with proceeds of any sale or exchange of Foreign
Securities and to be debited on the contractual settlement date for the cost of
Foreign Securities purchased or acquired. The Custodian may reverse any such
credit or debit if the transaction with respect to which such credit or debit
was made fails to settle within a reasonable period, determined by the Custodian
in its discretion, after the contractual settlement date except that if any
Foreign Securities delivered pursuant to this section are returned by the
recipient thereof, the Custodian may cause any such credits and debits to be
reversed at any time. With respect to any transactions as to which the Custodian
does not determine so to credit or debit the Trust, the proceeds from the sale
or exchange of Foreign Securities will be credited and the cost of such Foreign
Securities purchased or acquired will be debited on the date such proceeds or
Foreign Securities are received by the Custodian.
Notwithstanding the preceding paragraph, settlement, payment and delivery for
Foreign Securities may be effected in accordance with the customary or
established securities trading or securities processing practices and procedures
in the jurisdiction or market in which the transaction occurs, including,
without limitation, delivering Foreign Securities to the purchaser thereof or to
a dealer therefor against a receipt with the exception of receiving later
payment for such Foreign Securities from such purchaser or dealer.
Section 9. Records
The Custodian hereby agrees that it shall create, maintain, and retain all
records relating to its activities and obligations under this Agreement in such
manner as will meet their obligations under this Agreement and the obligations
of the Trust under the Act, particularly Section 31 thereof and Rules 31a-1 and
31a-2 thereunder and Section 17(f) thereof and the rules thereunder, and
applicable federal, state and foreign tax laws and other laws or administrative
rules or procedures, in each case as currently in effect, which may be
applicable to the Trust. All records so maintained in connection with the
performance of its duties under this Agreement shall remain the property of the
Trust and, in
<PAGE>
the event of termination of this Agreement, shall be delivered in accordance
with the provisions of this Agreement.
(a) With respect to securities and cash held by the Custodian's branches, such
securities and cash may be placed in an omnibus account for the customers of the
Custodian, and the Custodian shall maintain separate book entry records for each
such omnibus account.
(b) With respect to securities and cash deposited by the Custodian with a
Foreign Custodial Agent, the Custodian shall indemnify on its books as belonging
to the Trust the securities and cash shown on the Custodian's account on the
books of such Foreign Custodial Agent.
(c) With respect to securities and cash deposited with a securities depository
or clearing agency, incorporated or organized under the laws of a country other
than the United States, which operates the central system for handling of
securities or equivalent book-entries in that country or which operates a
transnational system for the central handling or securities or equivalent
book-entries (on "Eligible Foreign Securities Depository"), the Custodian shall
cause the securities and cash shown on the account on the books of the Eligible
Foreign Securities Depository to be identified as belonging to the Custodian as
agent for the Trust.
The Custodian hereby agrees that the books and records of the Custodian
(including any Custodian branch) pertaining to its actions under this Agreement
shall be open to the physical, on-premises inspection and audit by the
independent accountant (the "Accountant") employed by, or other representatives
of, the Trust, and, upon the request of the Accountant, confirmation of the
contents of those records shall be provided by the Custodian. The Custodian
shall use its best efforts to cause any Foreign Custodial Agent to afford access
to the Accountant to the books and records of such Foreign Custodial Agent with
respect to securities and cash held by such Foreign Custodial Agent for the
Trust. the Custodian also agrees to furnish the Accountant with such reports of
the Custodian's (including any Custodian branches') auditors as they relate to
the services provided under this Agreement and as are necessary for the
Accountant to conduct its examination of the books and records pertaining to
affairs of the Trust, and the Custodian shall use its best efforts to obtain and
furnish similar reports of any Foreign Custodial Agent holding securities and
cash for the Trust.
Section 10. Registration of Securities
Securities which are ordinarily held in registered form may be registered in the
name of the Custodian's nominee or, as to any securities in the physical
possession of an entity other than the Custodian, in the name of such entity's
nominee. The Trust
<PAGE>
agrees to hold any such nominee harmless from any liability as a holder of
record of such securities. The Custodian may without notice to the Trust cause
any such securities to cease to be registered in the name of any such nominee
and to be registered in the name of the Trust. In the event that any security
registered in the name of the Custodian's nominee or held by any Subcustodians
and registered in the name of such Subcustodian's nominee is called for partial
redemption by the issuer of such security, the Custodian may allot, or cause to
be allotted, the called portion to the respective beneficial holders of such
class of security in any manner the Custodian deems to be fair and equitable.
Section 11. Transfer Taxes
The Trust shall pay or reimburse the Custodian and any Subcustodian for any
transfer taxes payable upon transfers of securities made hereunder, including
transfers resulting from the termination of this Agreement. The Custodian shall,
and shall use its best efforts to cause any Subcustodian to, execute such
certificates in connection with securities delivered to it under this Agreement
as may be required, under any applicable law or regulation, to exempt from
taxation any transfers and/or deliveries of any such securities which may be
entitled to such exemption.
Section 12. Voting and Other Action
Neither the Custodian or any Subcustodian nor any nominee of the Custodian or
such Subcustodian shall vote any of the securities held hereunder by or for the
account of the Trust. The Custodian shall, and shall use its best efforts to
cause any Subcustodian to, promptly deliver to the Trust all notices, proxies
and proxy soliciting materials with relation to such securities, such proxies to
be executed by the registered holder of such securities (if registered otherwise
than in the name of the Trust), but without indicating the manner in which such
proxies are to be voted.
The Custodian shall, and shall use its best efforts to cause any Subcustodian
to, transmit promptly to the Trust all written information (including, without
limitation, pendency of calls and maturities of securities and expirations of
rights in connection therewith) received by the Custodian or such Subcustodian
from issuers of the securities being held for the Trust. With respect to tender
or exchange offers, the Custodian shall, and shall use its best efforts to cause
any Subcustodian to, transmit promptly to the Trust all written information
received by the Custodian or such Subcustodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents) making the
tender or exchange offer.
<PAGE>
Section 13. Custodian's Reports
The Custodian shall furnish the Trust as of the close of business each day a
statement showing all transactions and entries for the account of the Trust. The
books and records of the Custodian pertaining to its actions as Custodian under
this Agreement and securities held hereunder by the Custodian shall be open to
inspection and audit by officers of the Trust, internal auditors employed by the
Trust's investment adviser, and independent auditors employed by the Trust. The
Custodian shall furnish the Trust in such form as may reasonably be requested by
the Trust a report, including a list of the securities held by it in custody for
the account of the Trust, identification of any subcustodian, and identification
of such securities held by such subcustodian, as of the close of business of the
last business day of each month, which shall be certified by a duly authorized
officer of the Custodian. It is further understood that additional reports may
from time to time be requested by the Trust. Should any report ever be filed
with any governmental authority pertaining to lost or stolen securities, the
Custodian will concurrently provide the Trust with a copy of that report.
The Custodian also shall furnish such reports on its systems of internal
accounting control as the Trust may reasonably request from time to time.
Section 14. Security Interest, Liens and Transfers of Beneficial Ownership
The securities and cash held by the Custodian hereunder shall not be subject to
any right, change, security interest, lien or claim of any kind in favor of the
Custodian or its creditors, except a claim of payment for their safe custody or
administration, and beneficial ownership of such securities and cash shall be
freely transferable without the payment of money or value other than for safe
custody or administration. Any agreement the Custodian shall enter into with any
Subcustodian, including any Foreign Custodial Agent, shall contain a provision
which is substantially identical to the foregoing.
In the event that there shall be asserted any attachment or lien on or against
any securities or cash held in any omnibus account or nostro account referred to
in this Agreement which results from any claim against the Custodian (including
any branch) or any such account, which is not directly related to transactions
in securities or cash for the Trust, the Custodian will use its best efforts
promptly to discharge such attachment or lien. If the Custodian shall not have
discharged such attachment or lien within five business days, it shall notify
the Trust of the existence of the attachment or lien. If the attachment or lien
is not discharged on the date required for delivery or payment with respect to
any securities or cash in accordance with the provisions of the Operation
Manual:
<PAGE>
(a) in the case of such securities, at the option of the Trust, the Custodian
shall either immediately transfer to the Trust a like amount of such securities
(provided the same shall be reasonably available) or immediately transfer an
amount in United States dollars equal to the market value of such securities,
valued in accordance with such procedures as may be mutually agreed to by the
parties thereto;
(b) in the case of cash, the Custodian shall immediately transfer to the Trust
an equal amount of cash in United States dollars.
Section 15. Compensation
For its services hereunder the Custodian shall be paid such compensation and
out-of-pocket or incidental expenses at such times as may from time to time be
agreed on in writing by the parties hereto in a Custodian Fee Agreement.
Section 16. Standard of Care
The Custodian shall not be liable for any action taken in good faith upon any
custodian order or facsimile herein described or certified copy of any
resolution of the Board of Directors or of the Executive Committee of the Board
of Directors of the Trust, and may rely on the genuineness of any such document
which it may in good faith believe to have been validly executed.
The Trust agrees to indemnify and hold harmless the Custodian, any Subcustodian,
or any nominee thereof from all taxes, charges, expenses, assessments, claims
and liabilities (including counsel fees) incurred or assessed against any such
entity in connection with the performance of this Agreement, except such as may
arise from such entity's own negligent action, negligent failure to act or
willful misconduct. The Custodian is authorized to charge any account of the
Trust for such items. In the event of any advance of cash for any purpose made
by the Custodian resulting from orders or instructions of the Trust, or in the
event that the Custodian or any nominee thereof shall incur or be assessed any
taxes, charges, expenses, assessments, claims or liabilities in connection with
the performance of this Agreement, except such as may arise from such entity's
own negligent action, negligent failure to act or willful misconduct, any
property at any time held for the account of the Trust shall be security
therefor.
The Custodian shall maintain a standard of care equivalent to that which would
be required of a bailee for hire and shall not be liable for any loss or damage
to the Trust resulting from participation in a securities depository unless such
loss or damage arises by reason of any negligence, misfeasance, or willful
misconduct of officers or employees of the Custodian, or from its
<PAGE>
failure to enforce effectively such rights as it may have against any securities
depository or from use of a Subcustodian, unless such loss or damage arises by
reason of any negligence, misfeasance, or willful misconduct of officers or
employees of the Custodian, or from its failure to enforce effectively such
rights as it may have against such Subcustodian. Anything in the foregoing to
the contrary notwithstanding, the Custodian shall exercise, in the performance
of its obligations undertaken or reasonably assumed with respect to this
Agreement, including the recommendation to the Board of Foreign Custodial
Agents, reasonable care, for which the Custodian shall be responsible to the
same extent as if it were performing such duties directly and holding such
securities and cash in Minnesota, United States of America. The Custodian shall
be indemnified and held harmless by the Trust from and against any loss or
liability for any action taken or omitted to be taken hereunder in good faith
upon custodian order and may rely on the genuineness of all such orders and
documents as it in good faith believes to have been validly executed. The
Custodian shall be responsible for the securities and cash held by or deposited
with any Subcustodian to the same extent as if such securities and cash were
directly held by or deposited with the Custodian. The Custodian hereby agrees
that it shall indemnify and hold the Trust harmless from and against any loss
which shall occur as a result of the failure of a foreign Custodial Agent
holding the securities and cash to exercise reasonable care with respect to the
safekeeping of such securities and cash to the extent that the Custodian would
be required to indemnify and hold the Trust harmless if the Custodian were
itself holding such securities and cash in Minnesota. It is also understood that
the Custodian shall not have liability for loss except by reason of the
Custodian's negligence, fraud or willful misconduct, or by reason of negligence,
fraud or willful misconduct of any Subcustodian holding such securities or cash
for the Trust.
The Custodian warrants that the established procedures to be followed by any
Subcustodian, in the opinion of the Custodian after due inquiry, afford
protection for such securities and cash at least equal to that afforded by the
Custodian's established procedures with respect to similar securities and cash
held by the Custodian (including its securities depositories) in Minnesota.
However, the Custodian shall have no liability for any loss or liability
occasioned by delay in the actual receipt by it or any Subcustodian of notice of
any payment, redemption, or other transaction regarding securities unless such
delay is a result of its own negligence, fraud, or willful misconduct.
The Custodian shall not be responsible for any loss of the Trust, or to take any
action with respect to any attachment or lien on any omnibus account or nostro
account, except as provided in Section 14 of this Agreement, in such loss,
attachment or lien arises by reason of any cause or circumstances beyond the
control of the Custodian, including acts of civil or military
<PAGE>
authority, expropriation, national emergency, acts of God, insurrection, war,
riots, or failure of transportation, communication or power supply, or the
failure of any person, firm or corporation (other than the Custodian or any
Subcustodian acting on behalf of the Custodian) to perform any obligation if
such failure results in any such loss.
Section 17. Insurance
The Custodian represents and warrants that it presently maintains and shall
maintain for the duration of this Agreement a bankers' blanket bond (the "Bond")
which provides standard fidelity and non-negligent loss coverage with respect to
securities and cash which may be held by the Custodian and securities and cash
which may be held by any Subcustodian which may be utilized by the Custodian
pursuant to this Agreement. The Custodian agrees that, if at any time the
Custodian for any reason discontinues such coverage, it shall immediately notify
the Trust in writing. The Custodian represents that only the named insured on
the Bond, which includes the Custodian but not any of its customers, is directly
protected against loss. The Custodian represents that while it might resist a
claim of one of its customers to recover for a loss not covered by the Bond, as
a practical matter, where a claim is brought and a loss is possibly covered by
the Bond, the Custodian would give notice of the claim to its insurer, and the
insurer would normally determine whether to defend the claim against the
Custodian or to pay the claim on behalf of the Custodian.
The Custodian also represents that it does not intend to obtain any insurance
for the benefit of the Trust which protects against the imposition of the
proceeds of sale of any securities or against confiscation, expropriation or
nationalization of any securities or the assets of the issuer of such securities
by a government or any foreign country in which the issuer of such securities is
organized or in which securities are held for safekeeping either by the
Custodian or any Subcustodian in such country. The Custodian represents that it
has discussed the availability of expropriation insurance with the Trust. The
Custodian also represents that it has advised the Trust as to its understanding
of the position of the Staff of the SEC that any investment company investing in
securities of foreign issuers has the responsibility for reviewing the
possibility of the imposition of exchange control restrictions which would
affect the liquidity of such investment company's assets and the possibility of
exposure to political risk, including the appropriateness of insuring against
such risk. The Custodian represents that the Trust has acknowledged that it has
the responsibility to review the possibility of such risks and what, if any,
action should be taken.
Section 18. Termination and Amendment of Agreement
The Trust and the Custodian mutually may agree from time to time in writing to
amend, to add to, or to delete from any provision of this Agreement.
<PAGE>
The Custodian may terminate this Agreement by giving the Trust ninety days'
written notice of such termination by registered mail addressed to the Trust at
its principal place of business.
The Trust may terminate this Agreement at any time by written notice thereof
delivered, together with a copy of the resolution of the Board of Directors
authorizing such termination and certified by the Secretary of the Trust, by
registered mail to the Custodian.
Upon such termination of this Agreement, assets of the Trust held by the
Custodian shall be delivered by the Custodian to a successor custodian, if one
has been appointed by the Trust, upon receipt by the Custodian of a copy of the
resolution of the Board of Directors of the Trust certified by the Secretary,
showing appointment of the successor custodian, and provided that such successor
custodian is a bank or trust company, organized under the laws of the United
States or of any State of the United States, having not less than two million
dollars aggregate capital, surplus and undivided profits. Upon the termination
of this Agreement as a part of the transfer of assets, either to a successor
custodian or otherwise, the Custodian will deliver securities held by it
hereunder, when so authorized and directed by resolution of the Board of
Directors of the Trust, to a duly appointed agent of the successor custodian or
to the appropriate transfer agents for transfer of registration and delivery as
directed. Delivery of assets on termination of this Agreement shall be effected
in a reasonable, expeditious and orderly manner; and in order to accomplish an
orderly transition from the Custodian to the successor custodian, the Custodian
shall continue to act as such under this Agreement as to assets in its
possession or control. Termination as to each security shall become effective
upon delivery to the successor custodian, its agent, or to a transfer agent for
a specific security for the account of the successor custodian, and such
delivery shall constitute effective delivery by the Custodian to the successor
under this Agreement.
In addition to the means of termination hereinbefore authorized, this Agreement
may be terminated at any time by the vote of a majority of the outstanding
shares of the Trust and after written notice of such action to the Custodian.
Section 19. Limitations of Liability of the Trustees and Unitholders of Trust
A copy of the Declaration of Trust, dated May 24, 1995, together with all
amendments, is on file in the office of the Secretary of State of the
Commonwealth of Massachusetts. The execution and delivery of this Agreement have
been authorized by the Trustees and the Agreement has been signed by an
authorized officer of the Trust. It is expressly agreed that the obligations of
the Trust under this Agreement shall not be binding upon any of the Trustees,
unitholders, nominees, officers, agents or employees of the Trust, personally,
but bind only the assets and property of the Trust, as provided in the
Declaration of Trust.
<PAGE>
Section 20. General
Nothing expressed or mentioned in or to be implied from any provision of this
Agreement is intended to, or shall be construed to give any person or
corporation other than the parties hereto, any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any covenant, condition or
provision herein contained, this Agreement and all of the covenants, conditions
and provisions hereof being intended to be and being for the sole and exclusive
benefit of the parties hereto and their respective successors and assigns.
This Agreement shall be governed by the laws of the State of Minnesota.
INCOME TRUST
Quality Income Portfolio
By /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
FIRST NATIONAL BANK OF MINNEAPOLIS
By /s/ Robert Spies
Robert Spies
Vice President
TRANSFER AGENCY AND ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated as of January 1, 1998, between Income Trust (the "Trust"), a
Massachusetts business trust, on behalf of its underlying portfolios
(individually the "Portfolio" and collectively the "Portfolios"), and American
Express Client Service Corporation (the "Transfer Agent"), a Minnesota
corporation.
In consideration of the mutual promises set forth below, the Trust and the
Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Trust hereby appoints the
Transfer Agent, as transfer agent for units of the Portfolios and as
administrator for the Portfolios, and the Transfer Agent accepts such
appointment and agrees to perform the duties set forth below.
2. Compensation. The Trust will compensate the Transfer Agent for the
performance of its obligations as set forth in Schedule A. Schedule A
does not include out-of-pocket disbursements of the Transfer Agent for
which the Transfer Agent shall be entitled to bill the Trust
separately.
The Transfer Agent will bill the Trust annually. The fee provided for
hereunder shall be paid in cash by the Trust to the Transfer Agent
within five (5) business days after the last day of each fiscal year.
Out-of-pocket disbursements shall include, but shall not be limited to,
the items specified in Schedule B. Reimbursement by the Trust for
expenses incurred by the Transfer Agent in any month shall be made as
soon as practicable after the receipt of an itemized bill from the
Transfer Agent.
Any compensation jointly agreed to hereunder may be adjusted from time
to time by attaching to this Agreement a revised Schedule A, dated and
signed by an officer of each party.
3. Documents. The Trust will furnish from time to time such certificates,
documents or opinions as the Transfer Agent deems to be appropriate or
necessary for the proper performance of its duties.
4. Representations of the Trust and the Transfer Agent.
(a) The Trust represents to the Transfer Agent that all
outstanding units are validly issued, fully paid and
non-assessable by the Trust. When units of each Portfolio are
hereafter issued in accordance with the terms of the Trust's
Declaration of Trust and its Registration Statement, such
units shall be validly issued, fully paid and non-assessable
by the Trust.
(b) The Transfer Agent represents that it is registered under
Section 17A(c) of the Securities Exchange Act of 1934. The
Transfer Agent agrees to maintain the necessary facilities,
equipment and personnel to perform its duties and obligations
under this agreement and to comply with all applicable laws.
<PAGE>
5. Duties of the Transfer Agent. The Transfer Agent shall be responsible,
separately and through its subsidiaries or affiliates, for the
following functions:
(a) Sale of Units of the Portfolios.
(1) On receipt of payment, wired instructions and
payment, or payment identified as being for the
account of a unitholder, the Transfer Agent will
deposit the payment, prepare and present the
necessary report to the Custodian and record the
purchase of units in a timely fashion in accordance
with the terms of the Registration Statement. All
units shall be held in book entry form and no
certificate shall be issued unless the Trust is
permitted to do so by the Registration Statement and
the purchaser so requests.
(2) On receipt of notice that payment was dishonored, the
Transfer Agent shall stop redemptions of all units
owned by the purchaser related to that payment and
take such other action as it deems appropriate.
(b) Redemption of Units. On receipt of instructions to redeem
units in accordance with the terms of the Registration
Statement, the Transfer Agent will record the redemption of
units of the Portfolios, prepare and present the necessary
report to the Custodian and pay the proceeds of the redemption
to the unitholder, an authorized agent or legal representative
upon the receipt of the monies from the Custodian.
(c) Transfer or Other Change Pertaining to Units. On receipt of
instructions or forms acceptable to the Transfer Agent to
transfer the units to the name of a new owner, change the name
or address of the present owner or take other legal action,
the Transfer Agent will take such action as is requested.
(d) Right to Seek Assurance. The Transfer Agent may refuse to
transfer, exchange or redeem units of the Portfolios or take
any action requested by a unitholder until it is satisfied
that the requested transaction or action is legally authorized
or until it is satisfied there is no basis for any claims
adverse to the transaction or action. It may rely on the
provisions of the Uniform Act for the Simplification of
Fiduciary Security Transfers or the Uniform Commercial Code.
The Trust shall indemnify the Transfer Agent for any act done
or omitted to be done in reliance on such laws or for refusing
to transfer, exchange or redeem units or taking any requested
action if it acts on a good faith belief that the transaction
or action is illegal or unauthorized.
(e) Unitholder Records, Reports and Services.
<PAGE>
(1) The Transfer Agent shall maintain all unitholder
accounts, which shall contain all required tax,
legally imposed and regulatory information; shall
provide unitholders, and file with federal and state
agencies, all required tax and other reports
pertaining to unitholder accounts; shall prepare
unitholder mailing lists; shall cause to be delivered
all required prospectuses, annual reports, semiannual
reports, statements of additional information (upon
request), proxies and other mailings to unitholders;
and shall cause proxies to be tabulated.
(2) The Transfer Agent shall respond to all valid
inquiries related to its duties under this Agreement.
(3) The Transfer Agent shall create and maintain all
records in accordance with all applicable laws, rules
and regulations, including, but not limited to, the
records required by Section 31(a) of the Investment
Company Act of 1940.
(f) Distributions. The Transfer Agent shall prepare and present
the necessary report to the Custodian and shall cause to be
prepared and transmitted the payment of income dividends and
capital gains distributions or cause to be recorded the
investment of such dividends and distributions in additional
units of the Portfolios or as directed by instructions or
forms acceptable to the Transfer Agent.
(g) Confirmations and Statements. The Transfer Agent shall confirm
each transaction through periodic reports as may be legally
permitted.
(h) Reports to the Trust. The Transfer Agent will provide reports
pertaining to the services provided under this Agreement as
the Trust may request to ascertain the quality and level of
services being provided or as required by law.
(i) Administrative Services. The Transfer Agent, either directly
or through affiliates, will provide all administrative,
accounting, clerical, statistical, correspondence, corporate
and all other services of whatever nature required in
connection with the administration of the Trust.
(j) Other Duties. The Transfer Agent may perform other duties for
additional compensation if agreed to in writing by the parties
to this Agreement.
6. Ownership of Records. The Transfer Agent agrees that all records
prepared or maintained by it relating to the services to be performed
by it under the terms of this Agreement are the property of the Trust
and may be inspected by the Trust or any person retained by the Trust
at reasonable times.
7. Action by the Board and Opinion of Counsel. The Transfer Agent may rely
on resolutions of the Board of Trustees (the "Board") or the Executive
Committee of the Board and on opinion of counsel for the Trust.
<PAGE>
8. Duty of Care. It is understood and agreed that, in furnishing the Trust
with the services as herein provided, neither the Transfer Agent, nor
any officer, trustee or agent thereof shall be held liable for any loss
arising out of or in connection with their actions under this Agreement
so long as they act in good faith and with due diligence, and are not
negligent or guilty of any willful misconduct. It is further understood
and agreed that the Transfer Agent may rely upon information furnished
to it reasonably believed to be accurate and reliable. In the event the
Transfer Agent is unable to perform its obligations under the terms of
this Agreement because of an act of God, strike or equipment or
transmission failure reasonably beyond its control, the Transfer Agent
shall not be liable for any damages resulting from such failure.
9. Term and Termination. This Agreement shall become effective on the date
first set forth above (the "Effective Date") and shall continue in
effect from year to year thereafter as the parties may mutually agree;
provided that either party may terminate this Agreement by giving the
other party notice in writing specifying the date of such termination,
which shall be not less than 60 days after the date of receipt of such
notice. In the event such notice is given by the Trust, it shall be
accompanied by a vote of the Board, certified by the Secretary,
electing to terminate this Agreement and designating a successor
transfer agent or transfer agents. Upon such termination and at the
expense of the Trust, the Transfer Agent will deliver to such successor
a certified list of unitholders of the Portfolios (with name, address
and taxpayer identification or Social Security number), a historical
record of the account of each unitholder and the status thereof, and
all other relevant books, records, correspondence, and other data
established or maintained by the Transfer Agent under this Agreement in
the form reasonably acceptable to the Trust, and will cooperate in the
transfer of such duties and responsibilities, including provisions for
assistance from the Transfer Agent's personnel in the establishment of
books, records and other data by such successor or successors.
10. Amendment. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties.
11. Subcontracting. The Trust agrees that the Transfer Agent may
subcontract for certain of the services described under this Agreement
with the understanding that there shall be no diminution in the quality
or level of the services and that the Transfer Agent remains fully
responsible for the services. Except for out-of-pocket expenses
identified in Schedule B, the Transfer Agent shall bear the cost of
subcontracting such services, unless otherwise agreed by the parties.
12. Limitations of Liability of the Trustees and Unitholders of Trust
A copy of the Declaration of Trust, dated March 7, 1996, together with
all amendments, is on file in the office of the Secretary of State of
the Commonwealth of Massachusetts. The execution and delivery of this
Agreement have been authorized by the Trustees and the Agreement has
been signed by an authorized officer of the Trust. It is expressly
agreed that the obligations of the Trust under this Agreement shall not
be binding upon any of the Trustees, unitholders, nominees, officers,
agents or employees of the Trust, personally, but bind only the assets
and property of the Trust, as provided in the Declaration of Trust.
<PAGE>
13. Miscellaneous.
(a) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable
without the written consent of the other party.
(b) This Agreement shall be governed by the laws of the State of
Minnesota.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers as of the day and year written above.
INCOME TRUST
Government Income Portfolio
High Yield Portfolio
Quality Income Portfolio
By: /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS CLIENT SERVICE CORPORATION
By: /s Barry J. Murphy
Barry J. Murphy
President
<PAGE>
Schedule A
INCOME TRUST
FEE
The annual fee for services under this agreement is $1 per year for
each Portfolio.
<PAGE>
Schedule B
OUT-OF-POCKET EXPENSES
The Trust shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:
o typesetting, printing, paper, envelopes, postage and return postage for
proxy soliciting material, and proxy tabulation costs
o printing, paper, envelopes and postage for dividend notices, dividend
checks, records of account, purchase confirmations, exchange
confirmations and exchange prospectuses, redemption confirmations,
redemption checks, confirmations on changes of address and any other
communication required to be sent to unitholders
o typesetting, printing, paper, envelopes and postage for prospectuses,
annual and semiannual reports, statements of additional information,
supplements for prospectuses and statements of additional information
and other required mailings to unitholders
o stop orders
o outgoing wire charges
o other expenses incurred at the request or with the consent of the Trust
PLACEMENT AGENT AGREEMENT
THIS AGREEMENT dated June 10, 1996 between Income Trust, a Massachusetts
business trust (the "Trust"), on behalf of its underlying series portfolios and
American Express Financial Advisors Inc., a Delaware corporation, the placement
agent (the "Placement Agent") of units in the Trust ("Trust Units").
Part One: SERVICES AS PLACEMENT AGENT
(1) Placement Agent will act as placement agent of the Trust Units
covered by the Trust's registration statement then in effect under the
Investment Company Act of 1940 (the "1940 Act"). Under this Agreement, neither
the Placement Agent nor its employees or any of its agents will make any offer
or sale of Trust Units in a manner which would require the Trust Units to be
registered under the Securities Act of 1933, as amended (the "1933 Act").
(2) The Placement Agent will act as placement agent for each class of
units issued and to be issued by the Trust during the period of this agreement
and agrees to offer for sale those units as long as those units remain available
for sale, unless the Placement Agent is unable or unwilling to make such offer
for sale or sales or solicitations therefor legally because of any federal,
state, provincial or governmental law, rule or agency or for any financial
reason.
(3) Nothing in this Agreement requires the Trust to accept any offer to
purchase any Trust units; all offers are subject to approval by the Board of
Trustees (the "Board").
(4) The Trust represents to the Placement Agent that all registration
statements filed by the Trust with the Commission under the Investment Company
Act of 1940 with respect to Trust units have been and will be prepared in
conformity with the requirements of the Investment Company Act of 1940 and the
rules and regulations of the Commission.
(5) The Trust agrees to make prompt and reasonable effort to do any and
all things necessary, in the opinion of the Placement Agent, to have and to keep
the Trust and the units properly registered or qualified in all appropriate
jurisdictions.
(6) The Trust agrees that it will furnish the Placement Agent with
information with respect to the affairs and accounts of the Trust, and in such
form, as the Placement Agent may from time to time reasonably require and
further agrees that the Placement Agent, at all reasonable times, shall be
permitted to inspect the books and records of the Trust.
(7) The Placement Agent and the Trust agree to use their best efforts
to conform with all applicable state and federal laws and regulations relating
to any rights or obligations under the terms of this agreement.
<PAGE>
Part Two: ALLOCATION OF EXPENSES
Except as provided by any other agreements between the parties, the Placement
Agent covenants and agrees that during the period of this agreement it will pay
or cause or be paid all expenses incurred by the Placement Agent or any of its
affiliates, in the offering for sale or sale of each class of the Trust's units.
Part Three: MISCELLANEOUS
(1) The Placement Agent shall be deemed to be an independent contractor and,
except as expressly provided or authorized in this agreement, shall have no
authority to act for or represent the Trust.
(2) The Placement Agent shall be free to render to others services similar to
those rendered under this agreement.
(3) Neither this agreement nor any transaction pursuant hereto shall be
invalidated or in any way affected by the fact that trustees, officers, agents
and/or unitholders of the Trust are or may be interested in the Placement Agent
as trustees, officers, unitholders or otherwise; that directors, officers,
shareholders or agents of the Placement Agent are or may be interested in the
Trust as trustees, officers, or otherwise; or that the Placement Agent is or may
be interested in the Trust as unitholder or otherwise; provided, however, that
neither the Placement Agent nor any officer or director of the Placement Agent
or any officers or trustees of the Trust shall sell to or buy from the Trust any
property or security other than a security issued by the Trust, except in
accordance with a rule, regulation or order of the Securities and Exchange
Commission.
(4) Any notice under this agreement shall be given in writing, addressed and
delivered, or mailed postpaid, to the parties to this agreement at each
company's principal place of business in Minneapolis, Minnesota, or to such
other address as either party may designate in writing mailed to the other.
(5) The Placement Agent agrees that no officer, director or employee of the
Placement Agent will deal for or on behalf of the Trust with himself or herself
as principal or agent, or with any corporation or partnership in which he or she
may have a financial interest, except that this shall not prohibit:
(a) Officers, directors and employees of the Placement Agent from
having a financial interest in the Trust or in the Placement Agent.
(b) The purchase of securities for the Trust, or the sale of securities
owned by the Trust, through a security broker or dealer, one or more of whose
partners, officers, directors or employees is an officer, director or employee
of the Placement Agent provided such transactions are handled in the capacity of
broker only and provided commissions charged do not exceed customary brokerage
charges for such services.
<PAGE>
(c) Transactions with the Trust by a broker-dealer affiliate of the
Placement Agent if allowed by rule or order of the Securities and Exchange
Commission and if made pursuant to procedures adopted by the Trust's Board of
Trustees (the "Board").
(6) The Placement Agent agrees that, except as otherwise provided in this
agreement, or as may be permitted consistent with the use of a broker-dealer
affiliate of the Placement Agent under applicable provisions of the federal
securities laws, neither it nor any of its officers, directors or employees
shall at any time during the period of this agreement make, accept or receive,
directly or indirectly, any fees, profits or emoluments of any character in
connection with the purchase or sale of securities (except securities issued by
the Trust) or other assets by or for the Trust.
(7) A copy of the Declaration of Trust, dated May 24, 1995, together with all
amendments, is on file in the office of the Secretary of State of the
Commonwealth of Massachusetts. The execution and delivery of this Agreement have
been authorized by the Trustees and the Agreement has been signed by an
authorized officer of the Trust. It is expressly agreed that the obligations of
the Trust under this Agreement shall not be binding upon any of the Trustees,
unitholders, nominees, officers, agents or employees of the Trust, personally,
but bind only the assets and property of the Trust, as provided in the
Declaration of Trust.
Part Five: TERMINATION
(1) This agreement shall continue from year to year unless and until terminated
by the Placement Agent or the Trust, except that such continuance shall be
specifically approved at least annually by a vote of a majority of the Board of
Trustees who are not parties to this agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval, and by a majority of the Board of Trustees or by vote of a majority of
the outstanding voting securities of the Trust. As used in this paragraph, the
terms "interested person" and "vote of a majority of the outstanding voting
securities" shall have the meaning as set forth in the Investment Company Act of
1940, as amended.
(2) This agreement may be terminated by either party at any time by giving the
other party sixty (60) days written notice of such intention to terminate.
(3) This agreement shall terminate in the event of its assignment, the term
"assignment" for this purpose having the same meaning as set forth in the
Investment Company Act of 1940, as amended.
<PAGE>
IN WITNESS WHEREOF, The parties hereto have executed the foregoing agreement on
the date and year first above written.
INCOME TRUST
Government Income Portfolio
Quality Income Portfolio
High Yield Portfolio
By /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
By /s/ Richard W. Kling
Richard W. Kling
Senior Vice President
SUBSCRIPTION AGREEMENT
April 16, 1996
Income Trust
IDS Tower 10
Minneapolis, Minnesota 55440
Dear Trustees:
The Income Trust (the "Trust") proposes to issue and sell in private placements,
units of beneficial interest (the "Units") in certain series of Units (each a
"Portfolio" and together, the "Portfolios") pursuant to a registration statement
on Form N-1A filed with the Securities and Exchange Commission (the "SEC"). The
Trust currently consists of three Portfolios as follows:
High Yield Portfolio
Government Income Portfolio
Quality Income Portfolio
In order to provide the Trust with a net worth of at least $100,000, we hereby
offer to purchase $100,000 worth of Units, divided between the Portfolios.
We represent and warrant to the Trust that the Units are being acquired by us
for investment and not with a view to the resale or further distribution thereof
and that we have no present intention to redeem the Units.
Please confirm that the foregoing correctly sets forth our agreement with the
Trust.
Sincerely,
STRATEGIST INCOME FUND, INC.
By /s/ William H. Dudley
William H. Dudley
President
Confirmed, as of the date first above mentioned.
INCOME TRUST
By /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President and General Counsel
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> GOVERNMENT INCOME PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-END> MAY-31-1998
<INVESTMENTS-AT-COST> 2905160601
<INVESTMENTS-AT-VALUE> 2971345554
<RECEIVABLES> 296923862
<ASSETS-OTHER> 92038331
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3360307747
<PAYABLE-FOR-SECURITIES> 323766128
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 467270458
<TOTAL-LIABILITIES> 791036586
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2569271161
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 160738262
<OTHER-INCOME> 0
<EXPENSES-NET> 12292100
<NET-INVESTMENT-INCOME> 148446162
<REALIZED-GAINS-CURRENT> (1501667)
<APPREC-INCREASE-CURRENT> 47320048
<NET-CHANGE-FROM-OPS> 194264543
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 365288191
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 11996865
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 12296283
<AVERAGE-NET-ASSETS> 2399962399
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE>6
<SERIES>
<NUMBER> 2
<NAME>HIGH YIELD PORTFOLIO
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-END> MAY-31-1998
<INVESTMENTS-AT-COST> 3989298915
<INVESTMENTS-AT-VALUE> 4106636021
<RECEIVABLES> 94071775
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4200707796
<PAYABLE-FOR-SECURITIES> 35744905
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 961926
<TOTAL-LIABILITIES> 36706831
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 4164000965
<DIVIDEND-INCOME> 28691205
<INTEREST-INCOME> 335488917
<OTHER-INCOME> 0
<EXPENSES-NET> 20923372
<NET-INVESTMENT-INCOME> 343256750
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 964936591
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 20715160
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 21032928
<AVERAGE-NET-ASSETS> 3742149429
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> QUALITY INCOME PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-END> MAY-31-1998
<INVESTMENTS-AT-COST> 1495915577
<INVESTMENTS-AT-VALUE> 1583548708
<RECEIVABLES> 23256430
<ASSETS-OTHER> 69270778
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1676075916
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 69159476
<TOTAL-LIABILITIES> 69159476
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1606916440
<DIVIDEND-INCOME> 807500
<INTEREST-INCOME> 112711954
<OTHER-INCOME> 0
<EXPENSES-NET> 8439511
<NET-INVESTMENT-INCOME> 105079943
<REALIZED-GAINS-CURRENT> (2535432)
<APPREC-INCREASE-CURRENT> 59167525
<NET-CHANGE-FROM-OPS> 161712036
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (8737629)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8256904
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 8446668
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
TRUSTEES POWER OF ATTORNEY
City of Minneapolis
State of Minnesota
Each of the undersigned, as trustees of the below listed open-end,
diversified investment companies that previously have filed registration
statements and amendments thereto pursuant to the requirements of the Investment
Company Act of 1940 with the Securities and Exchange Commission:
1940 Act
Reg. Number
Growth Trust 811-07395
Growth and Income Trust 811-07393
Income Trust 811-07307
Tax-Free Income Trust 811-07397
World Trust 811-07399
hereby constitutes and appoints William R. Pearce and Leslie L. Ogg or either
one of them, as her or his attorney-in-fact and agent, to sign for her or him in
her or his name, place and stead any and all further amendments to said
registration statements filed pursuant to said Act and any rules and regulations
thereunder, and to file such amendments with all exhibits thereto and other
documents in connection therewith with the Securities and Exchange Commission,
granting to either of them the full power and authority to do and perform each
and every act required and necessary to be done in connection therewith.
Dated the 7th day of January, 1998.
/s/ H. Brewster Atwater, Jr. /s/ William R. Pearce
H. Brewster Atwater, Jr. William R. Pearce
/s/ Lynne V. Cheney /s/ Alan K. Simpson
Lynne V. Cheney Alan K. Simpson
/s/ William H. Dudley /s/ Edson W. Spencer
William H. Dudley Edson W. Spencer
/s/ David R. Hubers /s/ John R. Thomas
David R. Hubers John R. Thomas
/s/ Heinz F. Hutter /s/ Wheelock Whitney
Heinz F. Hutter Wheelock Whitney
/s/ Anne P. Jones /s/ C. Angus Wurtele
Anne P. Jones C. Angus Wurtele
