<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 3 X
File No. 811-7397
TAX-FREE 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 Tax-Free High Yield Portfolio is incorporated herein by
reference from Strategist Tax-Free Income Fund, Inc. Registration Statement No.
33-63909, Post-Effective Amendment No. 3, (the Feeder Fund Filing), filed
electronically on or about January 27, 1998.
<PAGE>
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.
Tax-Free Income Trust (the Trust) is an open-end management investment company
organized as a Massachusetts business trust on Oct. 2, 1995. The Trust consists
of one series: Tax-Free High Yield Portfolio (the Portfolio). 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 Oct. 2, 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 one 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 the 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 Nov. 30. 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 the unitholder invests all its assets in
the Portfolio.
<PAGE>
There are tax issues that are relevant to unitholders who purchase units with
assets rather than cash. Such purchases will not be taxable provided certain
requirements are met. Unitholders are advised to consult their own tax advisors
about the tax consequences of investing in the Portfolio.
Item 7: Purchase of Securities Being Offered.
The Portfolio's units are not registered under the 1933 Act and may not be sold
publicly. Instead, units are offered pursuant to exemptions from 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.
<PAGE>
Item 9: Pending Legal Proceedings.
Not Applicable.
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PART B
Item 10: Cover Page.
Not applicable.
Item 11: Table of Contents.
Not applicable.
Item 12: General Information and History.
Not applicable.
Item 13: Investment Objectives and Policies.
Please refer to Item 4 of Part A for the objectives of the Portfolio.
The section entitled "Additional Investment Policies" 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 Nov. 30, 1997, the following entities held more than 5% of the outstanding
units of the Portfolio:
<TABLE>
<CAPTION>
- ------------------------------------ ----------------------------------- -----------------------------------
Portfolio Unitholder Percentage of ownership
- ------------------------------------ ----------------------------------- -----------------------------------
- ------------------------------------ ----------------------------------- -----------------------------------
<S> <C> <C>
Tax-Free High Yield IDS High Yield Tax-Exempt Fund 99.99%
- ------------------------------------ ----------------------------------- -----------------------------------
</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 Oct. 2, 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 the Portfolio has one vote and shares equally in dividends and
distributions, when and if declared by the board, and in the 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.
<PAGE>
`Foreign securities traded outside the United States are generally valued as of
the time their trading is complete, which is usually different from the close of
the Exchange. Foreign securities quoted in foreign currencies are translated
into U.S. dollars at the current rate of exchange. Occasionally, events
affecting the value of such securities may occur between such times and the
close of the Exchange that will not be reflected in the computation of the
Portfolio's net asset value. If events materially affecting the value of such
securities occur during such period, these securities will be valued at their
fair value according to procedures decided upon in good faith by the board.
`Short-term securities maturing more than 60 days from the valuation date are
valued at the readily available market price or approximate market value based
on current interest rates. Short-term securities maturing in 60 days or less
that originally had maturities of more than 60 days at acquisition date are
valued at amortized cost using the market value on the 61st day before maturity.
Short-term securities maturing in 60 days or less at acquisition date are valued
at amortized cost. Amortized cost is an approximation of market value determined
by systematically increasing the carrying value of a security if acquired at a
discount, or reducing the carrying value if acquired at a premium, so that the
carrying value is equal to maturity value on the maturity date.
`Securities without a readily available market price 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.
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Item 23: Financial Statements.
The financial statements of Tax-Free High Yield 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 Tax-Free High Yield Portfolio in Part B of
the Feeder Fund Filing are incorporated by reference.
(b) EXHIBITS:
1. Declaration of Trust, filed electronically on or about Nov. 1, 1995 as
Exhibit 1 to Registrant's initial Registration Statement No. 811-7397, is
incorporated herein by reference.
2. Form of By-laws, filed electronically on or about April 18, 1996 as Exhibit
2 to Registrant's Amendment No. 1, is incorporated herein by reference.
3. Not Applicable.
4. Not Applicable.
5. Copy of Investment Management Services Agreement between Tax-Free
Income Trust, on behalf of Tax-Free High Yield Portfolio, and
American Express Financial Corporation, dated May 13, 1996, filed
electronically as Exhibit 5 to Registrant's Amendment No. 2 is
incorporated herein by reference.
6. Not Applicable.
7. Not Applicable.
8. Copy of Custodian Agreement between Tax-Free Income Trust, on behalf of
Tax-Free High Yield Portfolio, and First Bank National Association, dated
May 13, 1996, filed electronically as Exhibit 8 to Registrant's Amendment
No. 2 is incorporated herein by reference.
9(a). Copy of Transfer Agency and Administrative Services Agreement
between Tax-Free Income Trust, on behalf of Tax-Free High Yield
Portfolio, and American Express Financial Corporation, dated May
13, 1996, filed electronically as Exhibit 9(a) to Registrant's
Amendment No. 2 is incorporated herein by reference.
9(b). Copy of Placement Agent Agreement between Tax-Free Income Trust,
on behalf of Tax-Free High Yield Portfolio, and American Express
Financial Advisors Inc., dated May 13, 1996, filed electronically
as Exhibit 9(b) to Registrant's Amendment No. 2 is incorporated
herein by reference.
9(c).Copy of Conversion Agreement by IDS High Yield Tax-Exempt Fund, Inc.,
dated May 13, 1996, filed electronically as Exhibit 9(c) to Registrant's
Amendment No. 2 is incorporated herein by reference.
<PAGE>
10. Not Applicable.
11. Not Applicable.
12. Not Applicable.
13. Copy of Subscription Agreement between Tax-Free Income Trust and Strategist
Tax-Free Income Fund, Inc. dated April 16, 1996, filed electronically as
Exhibit 13 to Registrant's Amendment No. 2 is incorporated herein by
reference.
14. Not Applicable.
15. Not Applicable.
16. Not Applicable.
17. Financial Data Schedules are filed electronically herewith.
18. Not Applicable.
19(a) Trustees' Power of Attorney to sign Amendments to this
Registration Statement, dated January 7, 1998, filed
electronically herewith as Exhibit 19(a).
19(b) Officers' Power of Attorney to sign Amendments to this
Registration Statement, dated April 11, 1996, filed electronically
on or about April 18, 1996 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)
Number of Record Holders
Title of Class as of January 22, 1998
Units of Beneficial Interest 2
Item 27. Indemnification
Reference is hereby made to Article 8 of Registrant's Declaration of Trust filed
electronically on or about Nov. 1, 1995 as Exhibit 1 to Registrant's initial
Registration Statement No. 811-7397.
<PAGE>
<PAGE>
PAGE 1
American Express Financial Corporation is the investment advisor of
the Portfolios of the Trust.
<PAGE>
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 requirement of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Minneapolis and State of Minnesota, on the 26th day of January, 1998.
TAX-FREE INCOME TRUST
By /s/ William R. Pearce**
William R. Pearce, Chairman of the board
By________________________________________
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 26th day of January, 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
<PAGE>
Signatures Capacity
/s/ Heinz F. Hutter* Trustee
Heinz F. Hutter
/s/ Anne P. Jones* Trustee
Anne P. Jones
/s/ Alan K. Simpson* Trustee
Alan K. Simpson
/s/ Edson W. Spencer* Trustee
Edson W. Spencer
/s/ John R. Thomas* Trustee
John R. Thomas
/s/ Wheelock Whitney* Trustee
Wheelock Whitney
/s/ C. Angus Wurtele* Trustee
C. Angus Wurtele
* Signed pursuant to Trustees' Power of Attorney dated January 7, 1998, filed
electronically herewith as Exhibit 19(a), by:
___________________________________
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. 1, by:
___________________________________
Leslie L. Ogg
<PAGE>
TAX-FREE INCOME TRUST
Registration Number 811-07397
EXHIBIT INDEX
Exhibit 17: Financial Data Schedules.
Exhibit 19(a): Trustees' Power of Attorney to sign Amendments to this
Registration Statement, dated January 7, 1998.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> TAX-FREE HIGH YIELD PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 5300390986
<INVESTMENTS-AT-VALUE> 5863084228
<RECEIVABLES> 132709496
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5995793724
<PAYABLE-FOR-SECURITIES> 5627528
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1766701
<TOTAL-LIABILITIES> 7394229
<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> 5988399495
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 388169902
<OTHER-INCOME> 0
<EXPENSES-NET> 26570654
<NET-INVESTMENT-INCOME> 361599248
<REALIZED-GAINS-CURRENT> (34205753)
<APPREC-INCREASE-CURRENT> 137325053
<NET-CHANGE-FROM-OPS> 464718548
<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> (175,392,660)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 26174871
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 26598760
<AVERAGE-NET-ASSETS> 5965506219
<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>
<PAGE>
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
