<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 _X_
AMENDMENT NO. 4
File No. 811-7393
GROWTH AND 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
Leslie L. Ogg
901 S. Marquette Avenue Suite 2810,Minneapolis, MN 55402-3268
(Name and Address of Agent for Service)
Information about Balanced Portfolio, Equity Portfolio, Equity Income
Portfolio and Total Return Portfolio is incorporated herein by
reference from Strategist Growth and Income Fund, Inc. Registration
Statement No. 33-63907, Post-Effective Amendment No. 2 (the Feeder
Fund Filing), filed electronically on or about Nov. 28, 1997.
<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.
Growth and 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 four series: Balanced Portfolio, Equity Portfolio, Equity Income Portfolio
and Total Return 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.
The Advisor also has been retained to provide transfer agent services (handling
unitholder accounts) and administrative services.
Portfolio managers
The section entitled "Portfolio managers" in Part A of the Feeder Fund Filing is
incorporated herein by reference.
Item 5A: Response to Item 5A has been omitted pursuant to Paragraph
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 four 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 Sept. 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 a 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.
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.
<TABLE>
<CAPTION>
As of Sept. 30, 1997, the following entities held more than 5% of the outstanding units of the
Portfolios:
<S> <C> <C>
- ------------------------------------ ----------------------------------- -----------------------------------
Portfolio Unitholder Percentage of ownership
- ------------------------------------ ----------------------------------- -----------------------------------
- ------------------------------------ ----------------------------------- -----------------------------------
Balanced IDS Mutual 99.98%
- ------------------------------------ ----------------------------------- -----------------------------------
- ------------------------------------ ----------------------------------- -----------------------------------
Equity IDS Stock Fund 99.98%
- ------------------------------------ ----------------------------------- -----------------------------------
- ------------------------------------ ----------------------------------- -----------------------------------
Equity Income IDS Diversified Equity Income Fund 99.96%
- ------------------------------------ ----------------------------------- -----------------------------------
- ------------------------------------ ----------------------------------- -----------------------------------
Total Return IDS Managed Allocation Fund 99.98%
- ------------------------------------ ----------------------------------- -----------------------------------
</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 the Advisor. This Agreement governs the responsibility for
administering and/or performing transfer agent functions, for acting as service
agent in connection with dividend and distribution functions and for performing
unitholder account administration agent functions in connection with the
issuance, exchange and redemption or repurchase of the 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 Advisor
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 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 it
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, except bonds other than convertibles, traded on a securities
exchange for which a last-quoted sales price is readily available are valued at
the last-quoted sales price on the exchange where such security is primarily
traded.
`Securities traded on a securities exchange for which a last-quoted sales price
is not readily available are valued at the mean of the closing bid and asked
prices, looking first to the bid and asked prices on the exchange where the
security is primarily traded and, if none exist, to the over-the-counter market.
`Securities included in the NASDAQ National Market System are valued at the
last-quoted sales price in this market.
`Securities included in the NASDAQ National Market System for which a
last-quoted sales price is not readily available, and other securities traded
over-the-counter but not included in the NASDAQ National Market System are
valued at the mean of the closing bid and asked prices.
`Futures and options traded on major exchanges are valued at the last-quoted
sales price on their primary exchange.
<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, bonds other than
convertibles and other assets are valued at fair value as determined in good
faith by the board. The board is responsible for selecting methods it believes
provide fair value. When possible, bonds are valued by a pricing service
independent from the Portfolio. If a valuation of a bond is not available from a
pricing service, the bond will be valued by a dealer knowledgeable about the
bond if such a dealer is available.
The Exchange, 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 Balanced Portfolio, Equity Portfolio, Equity Income
Portfolio and Total Return 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 Balanced Portfolio, Equity Portfolio,
Equity Income Portfolio and Total Return Portfolio in Part B of the Feeder
Fund Filing we incorporated here in 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.
811-7393, 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. 2 to Registration
Statement No. 811-7393, is incorporated herein by
reference.
3. Not Applicable.
4. Not Applicable.
5. Copy of Investment Management Services Agreement between Growth and
Income Trust and American Express Financial Corporation, dated May 13,
1996, filed electronically, as Exhibit 5 to Registrant's Amendment
No. 3 to Registration Statement No. 811-7393 is incorporated by
reference.
6. Not Applicable.
7. Not Applicable.
8(a). Copy of Custodian Agreement, between Growth and Income
Trust and American Express Trust Company dated May 13, 1996,
filed electronically as Exhibit 8(a) to Registrant's Amendment
No. 3 to Registration Statement No. 811-7393 is incorporated by
reference.
8(b). Copy of Custody Agreement between Morgan Stanley Trust Company and IDS
Bank & Trust dated May 1993 filed electronically as Exhibit 8(b) to
Registrant's Amendment No. 3 to Registration Statement No. 811-7393 is
incorporated by reference.
8(c). Copy of Custodian Agreement Amendment between Growth and Income Trust
and American Express Trust Company, dated October 9, 1997, is filed
electronically herewith as Exhibit 8(c).
9(a). Copy of Transfer Agency and Administration Agreement between Growth and
Income Trust and American Express Financial Corporation, dated May 13
1996, filed electronically as Exhibit 9(a) to Registrant's Amendment
No. 3 to Registration Statement No. 811-7393 is incorporated by
reference.
<PAGE>
9(b). Copy of Placement Agent Agreement between Growth and Income Trust and
American Financial Advisors Inc., dated May 13, 1996, file
electronically as Exhibit 9(b) to Registrant's Amendment No. 3 to
Registration Statement No. 811-7393 is incorporated by reference.
10. Not Applicable.
11. Not Applicable.
12. Not Applicable.
13. Copy of Subscription Agreement between Growth and Income Trust and
Strategist Growth and Income Fund, Inc., dated April 16, 1996, filed
electronically as Exhibit 13 to Registrant's Amendment No. 3 to
Registration Statement No. 811-7393 is incorporated by reference.
14. Not Applicable.
15. Not Applicable.
16. Not Applicable.
17. Financial Data Schedules are filed electronically herewith as
Exhibit 17.
18. Not Applicable.
19(a). Trustees' Power of Attorney, dated January 8, 1997, filed
electronically herewith as Exhibit 19(a).
19(b). Officers' Power of Attorney, dated November 21, 1997, is filed
electronically herewith as Exhibit 19(b).
19(c). Directors' Power of Attorney, dated November 21, 1997, is filed
electronically herewith as Exhibit 19(c).
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 November 20, 1997
-----------------------
Beneficial Interest
Balanced Portfolio 2
Equity Portfolio 2
Equity Income Portfolio 2
Total Return 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.
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.
The Declaration of Trust is incorporated herein by reference to Registrant's
initial Registration Statement No. 811-7393.
<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 November, 1997.
GROWTH AND 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 26th day of November, 1997.
Signatures Capacity
/s/ William R. Pearce* Trustee
William R. Pearce
/s/ H. Brewster Atwater, Jr.* Trustee
H. Brewster Atwater, Jr.
/s/ Lynne V. Cheney* Trustee
Lynne V. Cheney
/s/ William H. Dudley* Trustee
William H. Dudley
/s/ 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 8, 1997, file
electronically as Exhibit 19(a) to Registrant's Amendment No. 4, by:
__________________________________
Leslie L. Ogg
** Signed pursuant to Officers' Power of Attorney dated April 11, 1996, file
electronically as Exhibit 19(b) to Registrant's Amendment No. 2, by:
__________________________________
Leslie L. Ogg
GROWTH AND INCOME TRUST
Registration Number: 811-07393
Exhibit 8(c): Copy of Custodian Agreement Amendment, dated October 9, 1997.
Exhibit 17: Financial Data Schedules.
Exhibit 19(a): Trustees' Power of Attorney, dated January 8, 1997.
Exhibit 19(b): Officers' Power of Attorney, dated November 21, 1997.
Exhibit 19(c): Directors' Power of Attorney, dated November 21, 1997.
CUSTODIAN AGREEMENT AMENDMENT
Pursuant to mutual agreement as permitted under Section 12. Termination and
Amendment of Agreement, the Custodian Agreement dated May 13, 1996, between the
Growth and Income Trust (the Trust) and American Express Trust Company (the
Custodian), is amended this 9th day of October, 1997, as follows:
Section 4. Receipt and Disbursement of Money
In the first paragraph, add the italicized words as follows:
..., 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) or, where appropriate, a trade
affirmation report, and that...
Section 6. Transfer, Exchange, Delivery, etc. of Securities
In the first paragraph, add the italicized words as follows:
Before making any such transfer, exchange or delivery, the Custodian shall
receive a custodian order or a facsimile from the Trust and stating that it is
for a purpose permitted under Section 6, or, where appropriate, a trade
affirmation report, (whenever...
Section 11. Concerning Custodian
In the second paragraph, add the italicized words as follows:
The Custodian shall not be liable for an action taken in good faith upon any
custodian order or facsimile herein described, trade affirmation report, 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 prepared or executed.
Growth and Income Trust American Express Trust Company
Balanced Portfolio
Equity Income Portfolio
Total Return Portfolio
Equity Portfolio
/s/ Leslie L. Ogg /s/ Chandrakant A. Patel
By: ____________________________ By: ________________________________
Leslie L. Ogg, Vice President Chandrakant A. Patel, Vice President
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER>1
<NAME> BALANCED PORTFOLIO
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 4273232620
<INVESTMENTS-AT-VALUE> 4906047462
<RECEIVABLES> 48280313
<ASSETS-OTHER> 85669027
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5039996802
<PAYABLE-FOR-SECURITIES> 18370329
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</TABLE>
<TABLE> <S> <C>
<ARTICLE>6
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<NUMBER>2
<NAME>EQUITY PORTFOLIO
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 3135421301
<INVESTMENTS-AT-VALUE> 4210243474
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<TABLE> <S> <C>
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<NAME>EQUITY INCOME PORTFOLIO
<S> <C>
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<INVESTMENTS-AT-COST> 1897012312
<INVESTMENTS-AT-VALUE> 2223436124
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</TABLE>
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<ARTICLE> 6
<SERIES>
<NUMBER>4
<NAME> TOTAL RETURN PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 2732474208
<INVESTMENTS-AT-VALUE> 3075389304
<RECEIVABLES> 64307724
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<OTHER-ITEMS-ASSETS> 0
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<OTHER-ITEMS-LIABILITIES> 101651775
<TOTAL-LIABILITIES> 146637952
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<DIVIDEND-INCOME> 34017442
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<NET-INVESTMENT-INCOME> 82689056
<REALIZED-GAINS-CURRENT> 345627464
<APPREC-INCREASE-CURRENT> 122489698
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<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 200016781
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</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 8th day of January, 1997.
/s/ H. Brewster Atwater, Jr. /s/ Melvin R. Laird
H. Brewster Atwater, Jr. Melvin R. Laird
/s/ Lynne V. Cheney /s/ William R. Pearce
Lynne V. Cheney William R. Pearce
/s/ William H. Dudley /s/ Alan K. Simpson
William H. Dudley Alan K. Simpson
/s/ Robert F. Froehlke /s/ Edson W. Spencer
Robert F. Froehlke 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
OFFICERS' POWER OF ATTORNEY
City of Minneapolis
State of Minnesota
Each of the undersigned, as officers of the below listed open-end
management investment companies that previously have filed registration
statements and amendments thereto pursuant to the requirements of the Securities
Act of 1933 and the Investment Company Act of 1940 with the Securities and
Exchange Commission:
1933 Act 1940 Act
Reg. Number Reg. Number
Strategist Growth Fund, Inc. 33-63905 811-7401
Strategist Growth and Income Fund, Inc. 33-63907 811-7403
Strategist Income Fund, Inc. 33-60323 811-7305
Strategist Tax-Free Fund, Inc. 33-63909 811-7407
Strategist World Fund, Inc. 33-63951 811-7405
hereby constitutes and appoints James A. Mitchell or Eileen J. Newhouse,
Colin Lancaster, or Sherilyn K. Beck as his attorney-in-fact and agent, to sign
for him in his name,place and stead any and all further amendments to sai
registration statements filed pursuant to said Acts 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 this 21st day of November, 1997.
/s/ James A. Mitchell
James A. Mitchell
/s/ Matthew N. Karstetter
Matthew N. Karstetter
DIRECTORS POWER OF ATTORNEY
City of Minneapolis
State of Minnesota
Each of the undersigned, as directors of the below listed open-end
management investment companies that previously have filed registration
statements and amendments thereto pursuant to the requirements of the Securities
Act of 1933 and the Investment Company Act of 1940 with the Securities and
Exchange Commission:
1933 Act 1940 Act
Reg. Number Reg. Number
Strategist Growth Fund, Inc. 33-63905 811-7401
Strategist Growth and Income Fund, Inc. 33-63907 811-7403
Strategist Income Fund, Inc. 33-60323 811-7305
Strategist Tax-Free Fund, Inc. 33-63909 811-7407
Strategist World Fund, Inc. 33-63951 811-7405
hereby constitutes and appoints James A. Mitchell or Eileen J. Newhouse, Colin
M. Lancaster, or Sherilyn K. Beck 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 Acts 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 this 20th day of November, 1997.
/s/ Rodney P. Burwell
Rodney P. Burwell
/s/ Jean B. Keffeler
Jean B. Keffeler
/s/ Brian kleinberg
Brian Kleinberg
/s/ Thomas R. McBurney
Thomas R. McBurney
/s/ James A. Mitchell
James A. Mitchell
