<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 __
AMENDMENT NO. 5 X
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)
<PAGE>
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. 3, (the Feeder Fund Filing), filed electronically on or about
Nov. 24, 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.
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.
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 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.
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There are tax issues that are relevant to unitholders who purchase units with
assets rather than cash. Such purchases will not be taxable provided certain
requirements are met. Unitholders are advised to consult their own tax advisors
about the tax consequences of investing in the Portfolio.
Item 7: Purchase of Securities Being Offered.
The Portfolio's units are not registered under the 1933 Act and may not be sold
publicly. Instead, units are offered pursuant to exemptions from 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 Sept. 30, 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>
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 99.97
- -------------------------- --------------------------------------------- ------------------------------------
</TABLE>
Item 16: Investment Advisory and Other Services.
Agreements
Investment Management Services Agreement
<PAGE>
The "Investment Management Services Agreement" subsection of the section
entitled "Agreements" in Part B of the Feeder Fund Filing is incorporated herein
by reference.
Transfer Agency and Administration Agreement
The Trust, on behalf of the Portfolio, has a Transfer Agency and Administration
Agreement with 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 a Portfolio has one vote
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and shares equally in dividends and distributions, when and if declared by the
board, and in each Portfolio's net assets upon liquidation. All units, when
issued, are fully paid and non-assessable. There are no preemptive, conversion
or exchange rights.
The board may classify or reclassify any unissued units of the Trust into units
of any series by setting or changing in any one or more respect, from time to
time, prior to the issuance of such units, the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends, or
qualifications, of such units. Any such classification or reclassification will
comply with the provisions of the 1940 Act.
The overall management of the business of 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.
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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 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 are incorporated herein 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, filed
electronically on or about November 26, 1997 as Exhibit 8(c) to
Amendment No. 4 to Registration Statement No. 811-07393, is
incorporated herein by reference.
9(a). Copy of Transfer Agency and Administration Agreement between Growth and
Income Trust and American Express Client Service Corporation, dated
January 1, 1988, is filed electronically herewith.
9(b). Copy of Placement Agent Agreement between Growth and Income Trust and
American Financial Advisors Inc., dated May 13, 1996, filed
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.
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15. Not Applicable.
16. Not Applicable.
17. Financial Data Schedules are filed electronically herewith.
18. Not Applicable.
19(a). Trustees' Power of Attorney, dated January 7, 1998, filed
electronically herewith.
19(b). Officers' Power of Attorney, dated April 11, 1996, is filed
electronically herewith.
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 16, 1998
-----------------------
Beneficial Interest
Balanced Portfolio 2
Equity Portfolio 2
Equity Income Portfolio 2
Total Return Portfolio 2
Item 27. Indemnification
The Declaration of Trust of the registrant provides that the Trust shall
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that he is or was a trustee, officer, employee or agent of
the Trust, or is or was serving at the request of the Trust as a trustee,
officer, employee or agent of another company, partnership, joint venture, trust
or other enterprise, to any threatened, pending or completed action, suit or
proceeding, wherever brought, and the Trust may purchase liability insurance and
advance legal expenses, all to the fullest extent permitted by the laws of the
State of Massachusetts, as now existing or hereafter amended.
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>
American Express Financial Corporation is the investment advisor of the
Portfolios of the Trust.
<PAGE>
<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:
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Name and Title Other company(s) Address Title within other
company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
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.
Public Employee Payment Director and Vice President
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 IDS Tower 10 Director
Director and Senior Vice Strategies 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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Gurudutt Baliga, American Express Asset IDS Tower 10 Senior Vice President and
Vice President Management Group Inc. Minneapolis, MN 55440 Chief Investment Officer
American Express Financial Vice President
Advisors Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Joseph M. Barsky III, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Timothy V. Bechtold, American Centurion Life IDS Tower 10 Director
Vice President Assurance Company Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
IDS Life Insurance Company Executive Vice President
IDS Life Insurance Company P.O. Box 5144 Director and President
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
John C. Boeder, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
IDS Life Insurance Company P.O. 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 Corporate Senior Vice
Director, Corporate Senior Advisors Inc. Minneapolis, MN 55440 President
Vice President
American Express Minnesota Director
Foundation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
Director and Senior Vice Insurance Company Minneapolis, MN 55440 Chief Executive Officer
President
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 Vice President
New 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 Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
General Counsel
American Express Service Vice President and Chief
Corporation Legal Counsel
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Luz Maria Davis American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Douglas K. Dunning, 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, General Counsel Compliance Officer
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 Director and Vice President
New 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 Senior Vice President and
Vice President Management Group Inc. Minneapolis, MN 55440 Chief Investment Officer
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 Corporate Insurance Company Minneapolis, MN 55440 Controller
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 Marketing Advisors Inc. Minneapolis, MN 55440 Marketing Controller
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 Express Financial IDS Tower 10 Vice President and
Vice President and Controller Advisors Inc. Minneapolis, MN 55440 Controller
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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 Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
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 Corporate Minneapolis, MN 55440 and Assistant Secretary
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 Vice President and
Corporation 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 Insurance Vice President and
Agency of Oregon 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 Vice President and
New 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 Insurance Company P.O. Box 5144 Vice President and
of New York Albany, NY 12205 Treasurer
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
Public Employee Payment Vice President and
Company Treasurer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
David R. Hubers, AMEX Assurance Company IDS Tower 10 Director
Director, President and Chief Minneapolis, MN 55440
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
IDS Life Series Fund, Inc. Director
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Ora J. Kaine, 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 Director
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 Director and President
Corporation
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 Director and President
New 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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Daniel E. Laufenberg, American Express Financial IDS Tower 10 Vice President and Chief
Vice President and Chief U.S. Advisors Inc. Minneapolis, MN 55440 U.S. Economist
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Jonathan S. Linen, IDS Tower 10
Director Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Sarah A. Mealey, 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 Director
Corporation
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
Investors Syndicate Director, Chairman of the
Development Corporation Board and President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
William P. Miller, Advisory Capital IDS Tower 10 Vice President
Vice President and Senior Strategies Group Inc. Minneapolis, MN 55440
Portfolio Manager
American Express Asset Senior Vice President and
Management Group Inc. Chief Investment Officer
American Express Financial Vice President and Senior
Advisors Inc. Portfolio Manager
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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 Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
Public Employee Payment Director and President
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 Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
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 and Project
Vice President and Project Advisors Inc. Minneapolis, MN 55440 Manager
Manager
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Frederick C. Quirsfeld, American Express Asset IDS Tower 10 Senior Vice President and
Senior Vice President Management Group Inc. Minneapolis, MN 55440 Senior Portfolio Manager
American Express Financial Senior Vice President
Advisors Inc.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Rollyn C. Renstrom, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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 IDS Tower 10 Director
Senior Vice President Strategies 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.
American Express Trust Director
Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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 Vice President
New 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 Enterprise Life IDS Tower 10 Executive Vice President
Senior Vice President and Insurance Company Minneapolis, MN 55440
Chief Financial Officer
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 Chairman of the Board and
Inc. President
IDS Realty Corporation Director and Vice President
IDS Life Insurance Company P.O. 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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Bridget Sperl, American Express Client IDS Tower 10 Vice President
Vice President Service Corporation Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
Public Employee Payment Director and President
Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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 Assistant Insurance Company Minneapolis, MN 55440 General Counsel and
General Counsel Secretary
American Express Director, Vice President
Corporation 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 and General
Vice President and General Advisors Inc. Minneapolis, MN 55440 Auditor
Auditor
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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 Vice President
New 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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Jeffry 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 Assistant Advisors Inc. Minneapolis, MN 55440 Assistant General Counsel
General Counsel
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Michael D. Wolf, American Express Asset IDS Tower 10 Executive Vice President
Vice President Management Group Inc. Minneapolis, MN 55440 and Senior Portfolio
Manager
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 Vice President
New 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 P.O. Box 5144 Director
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>
<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 25th day of November, 1998.
GROWTH AND INCOME TRUST
By /s/ William R. Pearce**
William R. Pearce
Chief Executive Officer
By /s/ Stuart A. Sedlacek***
Stuart A. Sedlacek
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 25th day of November, 1998.
Signatures Capacity
/s/ William R. Pearce* Chairman of the Board
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
/s/ Alan K. Simpson* Trustee
Alan K. Simpson
<PAGE>
Signatures Capacity
/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, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
**Signed pursuant to Officers' Power of Attorney dated April 11, 1996, filed
electronically herewith, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
***Signed pursuant to Officer's Power of Attorney, dated November 24, 1998, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
<PAGE>
GROWTH AND INCOME TRUST
File No. 811-7393
EXHIBIT INDEX
Exhibit 9a: Transfer Agency and Administration Agreement between
Growth and Income Trust and American Express Client Service
Corporation, dated January 1, 1988.
Exhibit 17: Financial Data Schedules.
Exhibit 19a: Trustees' Power of Attorney, dated January 7, 1998.
Exhibit 19b: Officers' Power of Attorney, dated April 11, 1996.
<PAGE>
TRANSFER AGENCY AND ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated as of January 1, 1998, between Growth and 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 October 2, 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>
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.
GROWTH AND INCOME TRUST
Balanced Portfolio
Equity Portfolio
Equity Income Portfolio
Total Return 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
GROWTH AND 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
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> BALANCED PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 4835128090
<INVESTMENTS-AT-VALUE> 4811625578
<RECEIVABLES> 66672770
<ASSETS-OTHER> 11745681
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4890044029
<PAYABLE-FOR-SECURITIES> 59147008
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 796666467
<TOTAL-LIABILITIES> 138813475
<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> 4751230554
<DIVIDEND-INCOME> 70297669
<INTEREST-INCOME> 139363451
<OTHER-INCOME> 0
<EXPENSES-NET> 24125930
<NET-INVESTMENT-INCOME> 185535190
<REALIZED-GAINS-CURRENT> 536885565
<APPREC-INCREASE-CURRENT> 663319521
<NET-CHANGE-FROM-OPS> 59101234
<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> 102089344
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 23644896
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 24137696
<AVERAGE-NET-ASSETS> 5062532990
<PER-SHARE-NAV-BEGIN> .00
<PER-SHARE-NII> .00
<PER-SHARE-GAIN-APPREC> .00
<PER-SHARE-DIVIDEND> .00
<PER-SHARE-DISTRIBUTIONS> .00
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> .00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> EQUITY PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 3417184496
<INVESTMENTS-AT-VALUE> 4135014371
<RECEIVABLES> 42698652
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4177713023
<PAYABLE-FOR-SECURITIES> 31692727
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 76867372
<TOTAL-LIABILITIES> 108560099
<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> 4069152924
<DIVIDEND-INCOME> 71507042
<INTEREST-INCOME> 12328142
<OTHER-INCOME> 0
<EXPENSES-NET> 20879259
<NET-INVESTMENT-INCOME> 62955925
<REALIZED-GAINS-CURRENT> 401372703
<APPREC-INCREASE-CURRENT> (356961919)
<NET-CHANGE-FROM-OPS> 107366709
<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> (94647841)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 20321279
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 20887166
<AVERAGE-NET-ASSETS> 4394570653
<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> EQUITY INCOME PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 2542309249
<INVESTMENTS-AT-VALUE> 2483072599
<RECEIVABLES> 13108794
<ASSETS-OTHER> 734188
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2496915581
<PAYABLE-FOR-SECURITIES> 53426194
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 32810948
<TOTAL-LIABILITIES> 86237142
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
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<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> 2410678439
<DIVIDEND-INCOME> 6003942
<INTEREST-INCOME> 17295831
<OTHER-INCOME> 0
<EXPENSES-NET> 12502257
<NET-INVESTMENT-INCOME> 64833066
<REALIZED-GAINS-CURRENT> 263358256
<APPREC-INCREASE-CURRENT> (386481334)
<NET-CHANGE-FROM-OPS> (58290012)
<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> 190093675
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12214128
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 2492116142
<PER-SHARE-NAV-BEGIN> 0
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<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> TOTAL RETURN PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 2737130732
<INVESTMENTS-AT-VALUE> 2638100426
<RECEIVABLES> 103600600
<ASSETS-OTHER> 17570169
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2759271195
<PAYABLE-FOR-SECURITIES> 79772919
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 99686521
<TOTAL-LIABILITIES> 179459440
<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> 2579811755
<DIVIDEND-INCOME> 28773955
<INTEREST-INCOME> 86434541
<OTHER-INCOME> 0
<EXPENSES-NET> 13846345
<NET-INVESTMENT-INCOME> 101362151
<REALIZED-GAINS-CURRENT> 266111907
<APPREC-INCREASE-CURRENT> (447531928)
<NET-CHANGE-FROM-OPS> (80057870)
<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> (419394891)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12897457
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 13858049
<AVERAGE-NET-ASSETS> 2943269928
<PER-SHARE-NAV-BEGIN> 0
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<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
<PAGE>
OFFICERS' POWER OF ATTORNEY
City of Minneapolis
State of Minnesota
Each of the undersigned, as officers 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:
Growth Trust
Growth and Income Trust
Income Trust
Tax-Free Income Trust
World Trust
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, as an officer, 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 11th day of April, 1996.
/s/ William R. Pearce
William R. Pearce
/s/ Melinda S. Urion
Melinda S. Urion
