SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 6 [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 by reference to Strategist Growth and
Income Fund, Inc. Registration Statement No. 33-63907, Post-Effective Amendment
No. 5, (the Feeder Fund Filing), filed electronically on or about Nov. 24, 1999.
As used in this document "the Portfolio" refers to each portfolio in the Trust.
PART A
Items 1-3:
Responses to Items 1 through 3 have been omitted pursuant to Paragraph 2(b) of
Section B of the General Instructions to Form N-1A.
Item 4:
Please refer to Part A and Part B of the Feeder Fund Filing.
Item 5:
Response to this item has been omitted pursuant to Form N-1A General
Instructions, Section B, Paragraph 2(b).
Item 6:
Please refer to Part A of the Feeder Fund Filing.
Item 7:
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).
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.
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.
<PAGE>
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.
It is intended that the Portfolio's assets, income and distributions will be
managed to satisfy the requirements of Subchapter M of the Code assuming that a
unitholder invests all its assets in the Portfolio.
There are tax issues that are relevant to unitholders who purchase units with
assets rather than cash. Such purchases will not be taxable provided certain
requirements are met. Unitholders are advised to consult their own tax advisors
about the tax consequences of investing in the Portfolio.
Please also refer to the response given to Items 8 and 18.
Item 8:
Not applicable
Item 9:
Response to this item has been omitted pursuant to Form N-1A General
Instructions Section B, paragraph 2(b).
PART B
Item 10:
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.
Item 11:
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.
Item 12:
Please refer to Part B of the Feeder Fund Filing and the response given to Item
11.
Item 13:
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.
Please refer to Part B of the Feeder Fund Filing.
<PAGE>
<TABLE>
<CAPTION>
Item 14:
As of 30 days prior to the date of this filing, the following entities held more
than 5% of the outstanding units of the Portfolios:
<S> <C> <C>
- -------------------------------- ------------------------------------------ ---------------------------------
Portfolio Unitholder Percentage of ownership
- -------------------------------- ------------------------------------------ ---------------------------------
- -------------------------------- ------------------------------------------ ---------------------------------
Balanced AXP Mutual 99.97%
- -------------------------------- ------------------------------------------ ---------------------------------
- -------------------------------- ------------------------------------------ ---------------------------------
Equity AXP Stock Fund 99.97%
- -------------------------------- ------------------------------------------ ---------------------------------
- -------------------------------- ------------------------------------------ ---------------------------------
Equity Income AXP Diversified Equity Income Fund 99.96%
- -------------------------------- ------------------------------------------ ---------------------------------
- -------------------------------- ------------------------------------------ ---------------------------------
Total Return AXP Managed Allocation Fund 99.96%
- -------------------------------- ------------------------------------------ ---------------------------------
</TABLE>
Item 15:
Please refer to Part B of the Feeder Fund Filing.
Transfer Agency and Administrative Services Agreement
The Trust, on behalf of the Portfolio, has a Transfer Agency and Administrative
Services 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 Agent Agreement
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
Custodian
American Express Trust Company (Custodian) serves as custodian for the Trust.
The Custodian is located at 1200 Northstar Center West, 625 Marquette Ave.,
Minneapolis, MN 55402-2307. The Custodian is permitted to deposit some or all of
its securities in central depository systems as allowed by federal law. For its
services, the Portfolio pays the custodian a maintenance charge and a charge per
transaction in addition to reimbursing the custodian's out-of-pocket expenses.
Item 16:
Please refer to Part B of the Feeder Fund Filing.
Item 17:
The Declaration of Trust authorizes the issuance of units of beneficial interest
in the Trust without par value. Each unit of the Portfolio has one vote and
shares equally in dividends and distributions, when and if declared by the
board, and in the Portfolio's net assets upon liquidation. All units, when
issued, are fully paid and non-assessable. There are no preemptive, conversion
or exchange rights.
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.
<PAGE>
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.
Item 18:.
The information in response to this item is provided in addition to information
provided in Item 7 in Part A.
Redeeming Units
Unitholders have a right to redeem units at any time.
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:
o The New York Stock Exchange closes for reasons other than the usual weekend
and holiday closings or trading on the Exchange is restricted, or
o 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
o 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.
<PAGE>
Redemptions by the portfolio
The Portfolio reserves the right to redeem, involuntarily, the units of any
unitholder whose account has a value of less than a minimum amount but only
where the value of such account has been reduced by voluntary redemption of
units. Until further notice, it is the policy of the Portfolio not to exercise
this right with respect to any unitholder whose account has a value of
$1,000,000 or more. In any event, before the Portfolio redeems such units and
sends the proceeds to the unitholder, it will notify the unitholder that the
value of the units in the account is less than the minimum amount and allow the
unitholder 30 days to make an additional investment in an amount which will
increase the value of the accounts to at least $1,000,000.
Redemptions in kind
The Trust has elected to be governed by Rule 18f-1 under the 1940 Act, which
obligates the Portfolio to redeem units in cash, with respect to any one
unitholder during any 90-day period, up to the lesser of $250,000 or 1% of the
net assets of the Portfolio at the beginning of such period. Although
redemptions in excess of this limitation would normally be paid in cash, the
Portfolio reserves the right to make payments in whole or in part in securities
or other assets in case of an emergency, or if the payment of such redemption in
cash would be detrimental to the existing unitholders of the Trust as determined
by the board. In such circumstances, the securities distributed would be valued
as set forth in Item 7 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 NAV 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):
o 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.
o 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.
o Securities included in the NASDAQ National Market System are valued at the
last-quoted sales price in this market.
o 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.
o Futures and options traded on major exchanges are valued at the last-quoted
sales price on their primary exchange.
<PAGE>
o 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.
o 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.
o 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.
Item 19:
The information in response to this item is provided in Item 7 of Part A.
Item 20:
The information in response to this item is provided in Item 15 of Part B.
Item 21:
Not applicable.
Item 22:
Please refer to the financial statements of the Portfolio in Part B of the
Feeder Fund Filing.
<PAGE>
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) 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 by reference.
(b) 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, are
incorporated by reference.
(c)(1) Agreement and Declaration of Unitholders dated May 13, 1996 by the
holders of beneficial interest of Balanced Portfolio is filed
electronically herewith.
(c)(2) Agreement and Declaration of Unitholders dated May 13, 1996 by the
holders of beneficial interest of Equity Portfolio is filed electronically
herewith.
(c)(3) Agreement and Declaration of Unitholders dated May 13, 1996 by the
holders of beneficial interest of Equity Income Portfolio is filed
electronically herewith.
(c)(4) Agreement and Declaration of Unitholders dated May 13, 1996 by the
holders of beneficial interest of Total Return Portfolio is filed
electronically herewith.
(d)(1) Investment Management Services Agreement dated July 1, 1999 between
Growth and Income Trust, on behalf of Balanced Portfolio, Equity Portfolio,
Equity Income Portfolio and Total Return Portfolio, and American Express
Financial Corporation is filed electronically herewith.
(d)(2) Investment Sub-Advisory Agreement, dated April 8, 1999, between American
Express Financial Corporation and Kenwood Capital Management LLC is filed
electronically herewith.
(d)(3) Addendum to Investment Sub-Advisory Agreement dated July 1, 1999, between
American Express Financial Corporation and Kenwood Capital Management LLC
is filed electronically herewith.
(e) Underwriting Contracts: Omitted pursuant to Form N-1A instructions.
(f) Bonus or Profit Sharing Contracts: Not Applicable.
(g)(1) 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.
(g)(2) 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 Registrant's Amendment No.
4 to Registration Statement No. 811-7393, is incorporated herein by
reference.
<PAGE>
(g)(3) Custodian Agreement dated May 13, 1999 between American Express Trust
Company and the Bank of New York is incorporated by reference to Exhibit
(g)(3) to IDS Precious Metals Fund, Inc. Post-Effective Amendment No. 33 to
Registration Statement No. 2-93745 filed on or about May 24, 1999.
(h)(1) Transfer Agency and Administration Agreement between Growth and Income
Trust and American Express Client Service Corporation, dated January 1,
1998, filed on or about Nov. 25, 1998 as Exhibit 9(a) to Registrant's
Amendment No. 5 to Registration Statement No. 811-7393, is incorporated
herein by reference.
(h)(2) Placement Agent Agreement between Growth and Income Trust and American
Express 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.
(i) Legal Opinion: Omitted pursuant to Form N-1A instructions.
(j) Other Opinions: Omitted pursuant to Form N-1A instructions.
(k) Omitted Financial Statements: Omitted pursuant to Form N-1A instructions.
(l) 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.
(m) Plan and Agreement of Distribution: Not Applicable.
(n) Financial Data Schedule: Not Applicable.
(o) Rule 18f-3 Plan: Not Applicable.
(p)(1) Trustees' Power of Attorney to sign Amendments to this Registration
Statement, dated January 14, 1999, is filed electronically herewith.
(p)(2) Officers' Power of Attorney to sign Amendments to this Registration
Statement, dated March 1, 1999, is filed electronically herewith.
Item 24. Persons Controlled by or Under Common Control with Registrant
None.
Item 25. 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.
<PAGE>
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 26. Business and Other Connections of Investment Adviser (American Express Financial Corporation)
Directors and officers of American Express Financial Corporation who are
directors and/or officers of one or more other companies:
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
Name and Title Other company(s) Address Title within other
company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Ronald G. Abrahamson, American Express Client IDS Tower 10 Director and Vice President
Vice President Service Corporation Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
Public Employee Payment Director and Vice President
Company
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Douglas A. Alger, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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 and President
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 Senior Vice President
Director, Corporate Senior Advisors Inc. Minneapolis, MN 55440
Vice President
American Express Financial Director
Advisors Japan Inc.
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
Director, Senior Vice Advisors Inc. Minneapolis, MN 55440 Chief Marketing Officer
President and Chief Marketing
Officer
IDS Life Insurance Company Executive Vice President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
James E. Choat, American Centurion Life IDS Tower 10 Executive Vice President
Director and Senior Vice Assurance Company Minneapolis, MN 55440
President
American Enterprise Life Director, President and
Insurance Company Chief Executive Officer
American Express Financial Senior Vice President
Advisors Inc.
American Express Insurance Vice President
Agency of Idaho Inc.
American Express Insurance Vice President
Agency of Nevada Inc.
American Express Insurance Vice President
Agency of Oregon Inc.
American Express Property Vice President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Vice President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Vice President
Casualty Insurance Agency
of Pennsylvania Inc.
IDS Insurance Agency of Vice President
Alabama Inc.
IDS Insurance Agency of Vice President
Arkansas Inc.
IDS Insurance Agency of Vice President
Massachusetts Inc.
IDS Insurance Agency of 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 Executive Vice President
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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 Financial Vice President and Chief
Advisors Japan Inc. 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.
American Express Financial Director, President and
Advisors Japan Inc. Chief Executive Officer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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 Centurion Life Vice President
Assurance Company
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 Vice President
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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 Financial Vice President and
Advisors Japan 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 Partners Life Vice President and
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
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Debra A. Hutchinson 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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Richard W. Kling, AMEX Assurance Company IDS Tower 10 Director
Director and Senior Vice Minneapolis, MN 55440
President
American Centurion Life Director and Chairman of
Assurance Company the Board
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 and Chairman of
of New York Albany, NY 12205 the Board
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
John M. Knight American Express Financial IDS Tower 10 Vice President
Advisors Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Timothy J. Masek American Express Financial IDS Tower 10 Vice President and
Vice President and Director Advisors Inc. Minneapolis, MN 55440 Director of Global Research
of Global Research
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Shashank B. Modak American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
Director and Senior Vice Management Group Inc. Minneapolis, MN 55440 Senior Portfolio Manager
President
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
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Stephen W. Roszell, Advisory Capital IDS Tower 10 Director
Director and Senior Vice Strategies Group Inc. Minneapolis, MN 55440
President
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.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Theresa M. Sapp American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Stuart A. Sedlacek, AMEX Assurance Company IDS Tower 10 Director
Director, Senior Vice Minneapolis, MN 55440
President and Chief Financial
Officer
American Enterprise Life Executive Vice President
Insurance Company
American Express Financial Senior Vice President and
Advisors Inc. Chief Financial Officer
American Express Trust Director
Company
American Partners Life Director and Vice President
Insurance Agency
IDS Certificate Company Director and President
IDS Life Insurance Company Executive Vice President
and Controller
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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 Centurion Life Vice President
Assurance Company
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
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
Vice President and General Advisors Inc. Minneapolis, MN 55440
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Keith N. Tufte American Express Financial IDS Tower 10 Vice President and
Vice President and Director Advisors Inc. Minneapolis, MN 55440 Director of Equity Research
of Equity Research
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
American Express Financial Vice President and Chief
Advisors Japan Inc. Legal Officer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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>
Item 27. Principal Underwriters
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
Item 28. Location of Accounts and Records
American Express Financial Corporation
IDS Tower 10
Minneapolis, MN 55440
Item 29. Management Services
Not Applicable.
Item 30. Undertakings
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 24th day of November, 1999.
GROWTH AND INCOME TRUST
By /s/ Arne H. Carlson**
Arne H. Carlson
Chief Executive Officer
By /s/ John M. Knight
John M. Knight
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 24th day of November, 1999.
Signatures Capacity
/s/ H. Brewster Atwater, Jr.* Trustee
H. Brewster Atwater, Jr.
/s/ Arne H. Carlson* Chairman of the Board
Arne H. Carlson
/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/ William R. Pearce* Trustee
William R. Pearce
<PAGE>
Signatures Capacity
/s/ Alan K. Simpson* Trustee
Alan K. Simpson
/s/ John R. Thomas* Trustee
John R. Thomas
/s/ C. Angus Wurtele* Trustee
C. Angus Wurtele
*Signed pursuant to Trustees' Power of Attorney, dated Jan. 14, 1999, filed
electronically herewith as Exhibit (p)(1), by:
/s/ Leslie L. Ogg
Leslie L. Ogg
**Signed pursuant to Officers' Power of Attorney, dated March 1, 1999, filed
electronically herewith as Exhibit (p)(2), by:
/s/ Leslie L. Ogg
Leslie L. Ogg
GROWTH AND INCOME TRUST
File No. 811-7393
EXHIBIT INDEX
Exhibit (c)(1): Agreement and Declaration of Unitholders dated May 13, 1996
by the holders of beneficial interest of Balanced Portfolio.
Exhibit (c)(2): Agreement and Declaration of Unitholders dated May 13, 1996
by the holders of beneficial interest of Equity Portfolio.
Exhibit (c)(3): Agreement and Declaration of Unitholders dated May 13, 1996
by the holders of beneficial interest of Equity Income
Portfolio.
Exhibit (c)(4): Agreement and Declaration of Unitholders dated May 13, 1996
by the holders of beneficial interest of Total Return
Portfolio.
Exhibit (d)(1): Investment Management Services Agreement dated July 1, 1999
between Growth and Income Trust, on behalf of Balanced
Portfolio, Equity Portfolio, Equity Income Portfolio and
Total Return Portfolio, and American Express Financial
Corporation.
Exhibit (d)(2): Investment Sub-Advisory Agreement dated April 8, 1999,
between American Express Financial Corporation and Kenwood
Capital Management LLC.
Exhibit (d)(3): Addendum to Investment Sub-Advisory Agreement dated July 1,
1999, between American Express Financial Corporation and
Kenwood Capital Management LLC.
Exhibit (p)(1): Trustees' Power of Attorney to sign Amendments to this
Registration Statement, dated January 14, 1999.
Exhibit (p)(2): Officers' Power of Attorney to sign Amendments to this
Registration Statement, dated March 1, 1999.
BALANCED PORTFOLIO
AGREEMENT AND DECLARATION OF UNITHOLDERS
This AGREEMENT AND DECLARATION OF UNITHOLDERS is made at Minneapolis,
Minnesota, as of this 13th day of May, 1996 by the holders of beneficial
interest of Balanced Portfolio, a separate series of Growth and Income Trust.
WITNESS that
WHEREAS, the Declaration of Trust for Growth and Income Trust provides
for no restrictions on the transfer of units therein,; and
WHEREAS, the holders of units in Balanced Portfolio desire to restrict
the transfer of their units in Balanced Portfolio;
NOW, THEREFORE, the undersigned hereby declare that they will not
transfer any units in Balanced Portfolio held by them without the prior written
consent of the other unitholders holding at least two thirds of the Balanced
Portfolio's units outstanding (excluding the units of the holder seeking to
effect the transfer) and that any attempted transfer in violation of this
agreement shall be null and void. This agreement shall not affect the rights of
any unitholder to redeem units in Balanced Portfolio as provided for in the
Declaration of Trust. The undersigned also acknowledge that the remedy of
damages for the violation of this agreement would be inadequate and therefore
further agree that this agreement shall be enforceable solely by the remedy of
specific performance.
IDS INVESTMENT SERIES, INC.
IDS Mutual
/s/ Leslie L. Ogg
Leslie L. Ogg
Vice President and General Counsel
STRATEGIST GROWTH AND INCOME FUND, INC.
Strategist Balanced Fund
/s/ James A. Mitchell
James A. Mitchell
President
EQUITY PORTFOLIO
AGREEMENT AND DECLARATION OF UNITHOLDERS
This AGREEMENT AND DECLARATION OF UNITHOLDERS is made at Minneapolis,
Minnesota, as of this 13th day of May, 1996 by the holders of beneficial
interest of Equity Portfolio, a separate series of Growth and Income Trust.
WITNESS that
WHEREAS, the Declaration of Trust for Growth and Income Trust provides
for no restrictions on the transfer of units therein,; and
WHEREAS, the holders of units in Equity Portfolio desire to restrict
the transfer of their units in Equity Portfolio;
NOW, THEREFORE, the undersigned hereby declare that they will not
transfer any units in Equity Portfolio held by them without the prior written
consent of the other unitholders holding at least two thirds of the Equity
Portfolio's units outstanding (excluding the units of the holder seeking to
effect the transfer) and that any attempted transfer in violation of this
agreement shall be null and void. This agreement shall not affect the rights of
any unitholder to redeem units in Equity Portfolio as provided for in the
Declaration of Trust. The undersigned also acknowledge that the remedy of
damages for the violation of this agreement would be inadequate and therefore
further agree that this agreement shall be enforceable solely by the remedy of
specific performance.
IDS STOCK FUND, INC.
/s/ Leslie L. Ogg
Leslie L. Ogg
Vice President and General Counsel
STRATEGIST GROWTH AND INCOME FUND, INC.
Strategist Equity Fund
/s/ James A. Mitchell
James A. Mitchell
President
EQUITY INCOME PORTFOLIO
AGREEMENT AND DECLARATION OF UNITHOLDERS
This AGREEMENT AND DECLARATION OF UNITHOLDERS is made at Minneapolis,
Minnesota, as of this 13th day of May, 1996 by the holders of beneficial
interest of Equity Income Portfolio, a separate series of Growth and Income
Trust.
WITNESS that
WHEREAS, the Declaration of Trust for Growth and Income Trust provides
for no restrictions on the transfer of units therein,; and
WHEREAS, the holders of units in Equity Income Portfolio desire to
restrict the transfer of their units in Equity Income Portfolio;
NOW, THEREFORE, the undersigned hereby declare that they will not
transfer any units in Equity Income Portfolio held by them without the prior
written consent of the other unitholders holding at least two thirds of the
Equity Income Portfolio's units outstanding (excluding the units of the holder
seeking to effect the transfer) and that any attempted transfer in violation of
this agreement shall be null and void. This agreement shall not affect the
rights of any unitholder to redeem units in Equity Income Portfolio as provided
for in the Declaration of Trust. The undersigned also acknowledge that the
remedy of damages for the violation of this agreement would be inadequate and
therefore further agree that this agreement shall be enforceable solely by the
remedy of specific performance.
IDS INVESTMENT SERIES, INC.
IDS Diversified Equity Income Fund
/s/ Leslie L. Ogg
Leslie L. Ogg
Vice President and General Counsel
STRATEGIST GROWTH AND INCOME FUND, INC.
Strategist Equity Income Fund
/s/ James A. Mitchell
James A. Mitchell
President
TOTAL RETURN PORTFOLIO
AGREEMENT AND DECLARATION OF UNITHOLDERS
This AGREEMENT AND DECLARATION OF UNITHOLDERS is made at Minneapolis,
Minnesota, as of this 13th day of May, 1996 by the holders of beneficial
interest of Total Return Portfolio, a separate series of Growth and Income
Trust.
WITNESS that
WHEREAS, the Declaration of Trust for Growth and Income Trust provides
for no restrictions on the transfer of units therein,; and
WHEREAS, the holders of units in Total Return Portfolio desire to
restrict the transfer of their units in Total Return Portfolio;
NOW, THEREFORE, the undersigned hereby declare that they will not
transfer any units in Total Return Portfolio held by them without the prior
written consent of the other unitholders holding at least two thirds of the
Total Return Portfolio's units outstanding (excluding the units of the holder
seeking to effect the transfer) and that any attempted transfer in violation of
this agreement shall be null and void. This agreement shall not affect the
rights of any unitholder to redeem units in Total Return Portfolio as provided
for in the Declaration of Trust. The undersigned also acknowledge that the
remedy of damages for the violation of this agreement would be inadequate and
therefore further agree that this agreement shall be enforceable solely by the
remedy of specific performance.
IDS MANAGED RETIREMENT FUND, INC.
/s/ Leslie L. Ogg
Leslie L. Ogg
Vice President and General Counsel
STRATEGIST GROWTH AND INCOME FUND, INC.
Strategist Total Return Fund
/s/ James A. Mitchell
James A. Mitchell
President
INVESTMENT MANAGEMENT SERVICES AGREEMENT
AGREEMENT made the 1st day of July, 1999, by and between Growth and
Income Trust (the "Trust"), a Massachusetts business trust, on behalf of its
underlying series portfolios, Balanced Portfolio, Equity Portfolio, Equity
Income Portfolio, and Total Return Portfolio (individually, a "Portfolio" and
collectively the "Portfolios"), and American Express Financial Corporation (the
"Advisor"), a Delaware corporation.
Part One: INVESTMENT MANAGEMENT AND OTHER SERVICES
(1) The Trust hereby retains the Advisor, and the Advisor hereby agrees,
for the period of this Agreement and under the terms and conditions
hereinafter set forth, to furnish the Portfolios continuously with
suggested investment planning; to determine, consistent with the
Portfolios' investment objectives and policies, which securities in the
Advisor's discretion shall be purchased, held or sold and to execute or
cause the execution of purchase or sell orders; to prepare and make
available to the Portfolios all necessary research and statistical data
in connection therewith; to furnish services of whatever nature required
in connection with the management of the Portfolios as provided under
this Agreement; and to pay such expenses as may be provided for in Part
Three; subject always to the direction and control of the Board of
Trustees (the "Board"), the Executive Committee and the authorized
officers of the Trust. The Advisor agrees to maintain an adequate
organization of competent persons to provide the services and to perform
the functions herein mentioned. The Advisor agrees to meet with any
persons at such times as the Board deems appropriate for the purpose of
reviewing the Advisor's performance under this Agreement.
(2) The Advisor agrees that the investment planning and investment
decisions will be in accordance with general investment policies of the
Portfolios as disclosed to the Advisor from time to time by the
Portfolios and as set forth in their prospectuses and registration
statements filed with the United States Securities and Exchange
Commission (the "SEC").
(3) The Advisor agrees that it will maintain all required records,
memoranda, instructions or authorizations relating to the acquisition or
disposition of securities for the Portfolios.
(4) The Trust agrees that it will furnish to the Advisor any information
that the latter may reasonably request with respect to the services
performed or to be performed by the Advisor under this Agreement.
(5) The Advisor is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the
Portfolios and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed
herein. Subject to prior authorization by the Board of appropriate
policies and procedures, and subject to termination at any time by the
Board, the Advisor may also be authorized to effect individual
securities transactions at commission rates in excess of the minimum
commission rates available, to the extent authorized by law, if the
Advisor determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Advisor's overall responsibilities
with respect to the Portfolios and other funds for which it acts as
investment advisor.
(6) It is understood and agreed that in furnishing the Portfolios with
the services as herein provided, neither the Advisor nor any officer,
director or agent thereof shall be held liable to the Trust, a Portfolio
or its creditors or unitholders for errors of judgment or for anything
except willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or reckless disregard of its obligations and
duties under the terms of this Agreement. It is further understood and
agreed that the Advisor may rely upon information furnished to it
reasonably believed to be accurate and reliable.
<PAGE>
Part Two: COMPENSATION TO INVESTMENT MANAGER
(1) The Trust agrees to pay to the Advisor, on behalf of each Portfolio,
and the Advisor covenants and agrees to accept from each Portfolio in
full payment for the services furnished, a fee composed of an asset
charge and a performance incentive adjustment.
(a) The asset charge
(i) The asset charge for each calendar day of each year
shall be equal to the total of 1/365th (1/366th in
each leap year) of the amount computed in accordance
with paragraph (ii) below. The computation shall be
made for each day on the basis of net assets as of
the close of business of the full business day two
(2) business days prior to the day for which the
computation is being made. In the case of the
suspension of the computation of net asset value, the
asset charge for each day during such suspension
shall be computed as of the close of business on the
last full business day on which the net assets were
computed. Net assets as of the close of a full
business day shall include all transactions in shares
of the Portfolio recorded on the books of the
Portfolio for that day.
(ii) The asset charge shall be based on the net assets of
each Portfolio as set forth in the following table.
Equity Portfolio
Equity Income Portfolio
Balanced Portfolio Total Return Portfolio
Assets Annual rate at Assets Annual rate at
(billions) each asset level (billions) each asset level
First $1.0 0.530% First $0.50 0.530%
Next 1.0 0.505 Next 0.50 0.505
Next 1.0 0.480 Next 1.00 0.480
Next 3.0 0.455 Next 1.00 0.455
Over 6.0 0.430 Next 3.00 0.430
Over 6.00 0.400
(b) The performance incentive adjustment
(i) The performance incentive adjustment, determined monthly,
shall be computed by measuring the percentage point difference
between the performance of one Class A share of a fund that
invests in the Portfolio (the "comparison fund") and the
performance of an Index (the "Index"). For Balanced Portfolio,
the comparison fund is AXP Mutual and the Index is Lipper
Balanced Fund Index. For Equity and Total Return Portfolios,
the comparison funds are AXP Stock Fund and AXP Managed
Allocation Fund, respectively and the Index is Lipper Growth
and Income Fund Index. For Equity Income Portfolio, the
comparison fund is AXP Diversified Equity Income Fund and the
Index is Lipper Equity Income Fund Index. The performance of
one Class A share of the comparison fund shall be measured by
computing the percentage difference, carried to two decimal
places, between the opening net asset value of one Class A
share of the comparison fund and the closing net asset value
of such share as of the last business day of the period
selected for comparison, adjusted for dividends or capital
gain distributions treated as reinvested at the end of the
month during which the distribution was made but without
adjustment for expenses related to a particular class of
shares. The performance of the Index will then be established
by measuring the percentage difference, carried to two decimal
places, between the beginning and ending Index for the
comparison period, with dividends or capital gain
distributions on the securities which comprise the Index being
treated as reinvested at the end of the month during which the
distribution was made.
(ii) In computing the adjustment, one percentage point shall
be deducted from the difference, as determined in (b)(i)
above. The result shall be converted to a decimal value (e.g.,
2.38% to 0.0238), multiplied by .01 and then multiplied by the
comparison fund's average net assets for the comparison
period. This product next shall be divided by 12 to put the
adjustment on a monthly basis. Where the Class A performance
of the comparison fund exceeds the Index, the amount so
determined shall be an increase in fees as computed under
paragraph (a). Where the comparison fund Class A performance
is exceeded by the Index, the amount so determined shall be a
decrease in such fees. The percentage point difference between
the Class A performance of the comparison fund and that of the
Index, as determined above, is limited to a maximum of 0.0008
per year.
(iii) The 12 month comparison period will roll over with each
succeeding month, so that it always equals 12 months, ending
with the month for which the performance adjustment is being
computed.
(iv) If the Index ceases to be published for a period of more
than 90 days, changes in any material respect or otherwise
becomes impracticable to use for purposes of the adjustment,
no adjustment will be made under this paragraph (b) until such
time as the Board approves a substitute index.
(2) The fee shall be paid on a monthly basis and, in the event of the
termination of this Agreement, the fee accrued shall be prorated on the
basis of the number of days that this Agreement is in effect during the
month with respect to which such payment is made.
(3) The fee provided for hereunder shall be paid in cash by the
Portfolios to the Advisor within five business days after the last day
of each month.
Part Three: ALLOCATION OF EXPENSES
(1) The Trust agrees to pay:
(a) Fees payable to the Advisor for its services under
the terms of this Agreement.
(b) Taxes.
(c) Brokerage commissions and charges in connection
with the purchase and sale of assets.
(d) Custodian fees and charges.
(e) Fees and charges of its independent certified public
accountants for services the Trust or Portfolios
request.
(f) Premium on the bond required by Rule 17g-1 under the
Investment Company Act of 1940.
(g) Fees and expenses of attorneys (i) it employs in
matters not involving the assertion of a claim by a
third party against the Trust, its trustees and
officers, (ii) it employs in conjunction with a claim
asserted by the Board against the Advisor except that
the Advisor shall reimburse the Trust for such fees
and expenses if it is ultimately determined by a
court of competent jurisdiction, or the Advisor
agrees, that it is liable in whole or in part to the
Trust, and (iii) it employs to assert a claim against
a third party.
(h) Fees paid for the qualification and registration for
public sale of the securities of the Portfolios under
the laws of the United States and of the several
states in which such securities shall be offered for
sale.
(i) Fees of consultants employed by the Trust or
Portfolios.
(j) Trustees, officers and employees expenses which shall
include fees, salaries, memberships, dues, travel,
seminars, pension, profit sharing, and all other
benefits paid to or provided for trustees, officers
and employees, trustees and officers liability
insurance, errors and omissions liability insurance,
worker's compensation insurance and other expenses
applicable to the trustees, officers and employees,
except the Trust will not pay any fees or expenses of
any person who is an officer or employee of the
Advisor or its affiliates.
(k) Filing fees and charges incurred by the Trust in
connection with filing any amendment to its agreement
or declaration of Trust, or incurred in filing any
other document with the State of Massachusetts or its
political subdivisions.
(l) Organizational expenses of the Trust.
(m) Expenses incurred in connection with lending
portfolio securities of the Portfolios.
(n) Expenses properly payable by the Trust or
Portfolios, approved by the Board.
(2) The Advisor agrees to pay all expenses associated with the services
it provides under the terms of this Agreement.
Part Four: MISCELLANEOUS
(1) The Advisor shall be deemed to be an independent contractor and,
except as expressly provided or authorized in this Agreement, shall have
no authority to act for or represent the Trust or Portfolios.
(2) A "full business day" shall be as defined in the By-laws.
(3) The Trust and each Portfolio recognize that the Advisor now renders
and may continue to render investment advice and other services to other
investment companies and persons which may or may not have investment
policies and investments similar to those of the Portfolios and that the
Advisor manages its own investments and/or those of its subsidiaries.
The Advisor shall be free to render such investment advice and other
services and the Trust and each Portfolio hereby consent thereto.
(4) Neither this Agreement nor any transaction made pursuant hereto
shall be invalidated or in any way affected by the fact that trustees,
officers, agents and/or unitholders of the Trust are or may be
interested in the Advisor or any successor or assignee thereof, as
directors, officers, stockholders or otherwise; that directors,
officers, stockholders or agents of the Advisor are or may be interested
in the Trust or Portfolios as trustees, officers, unitholders, or
otherwise; or that the Advisor or any successor or assignee, is or may
be interested in the Portfolios as unitholder or otherwise, provided,
however, that neither the Advisor nor any officer, trustee or employee
thereof or of the Trust, shall sell to or buy from the Portfolios any
property or security other than units issued by the Portfolios, except
in accordance with applicable regulations or orders of the SEC.
(5) Any notice under this Agreement shall be given in writing,
addressed, and delivered, or mailed postpaid, to the party to this
Agreement entitled to receive such, at such party's principal place of
business in Minneapolis, Minnesota, or to such other address as either
party may designate in writing mailed to the other.
(6) The Advisor agrees that no officer, director or employee of the
Advisor will deal for or on behalf of the Trust or Portfolios with
himself as principal or agent, or with any corporation or partnership in
which he may have a financial interest, except that this shall not
prohibit:
(a) Officers, directors or employees of the Advisor from
having a financial interest in the Portfolios or in the
Advisor.
(b) The purchase of securities for the Portfolios, or the sale
of securities owned by the Portfolios, through a security
broker or dealer, one or more of whose partners, officers,
directors or employees is an officer, director or employee of
the Advisor provided such transactions are handled in the
capacity of broker only and provided commissions charged do
not exceed customary brokerage charges for such services.
(c) Transactions with the Portfolios by a broker-dealer
affiliate of the Advisor as may be allowed by rule or order of
the SEC, and if made pursuant to procedures adopted by the
Board.
(7) The Advisor agrees that, except as herein otherwise expressly
provided or as may be permitted consistent with the use of a
broker-dealer affiliate of the Advisor under applicable provisions of
the federal securities laws, neither it nor any of its officers,
directors or employees shall at any time during the period of this
Agreement, make, accept or receive, directly or indirectly, any fees,
profits or emoluments of any character in connection with the purchase
or sale of securities (except shares issued by the Portfolios) or other
assets by or for the Trust or Portfolios.
Part Five: RENEWAL AND TERMINATION
(1) This Agreement shall continue in effect for each Portfolio until
June 30, 2001, or until a new agreement is approved by a vote of the
majority of the outstanding units of each Portfolio and by vote of the
Trust's Board, including the vote required by (b) of this paragraph, and
if no new agreement is so approved, this Agreement shall continue from
year to year thereafter unless and until terminated by either party as
hereinafter provided, except that such continuance shall be specifically
approved at least annually (a) by the Board or by a vote of the majority
of the outstanding units of the relevant Portfolios and (b) by the vote
of a majority of the trustees who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called
for the purpose of voting on such approval. As used in this paragraph,
the term "interested person" shall have the same meaning as set forth in
the Investment Company Act of 1940, as amended (the "1940 Act").
(2) This Agreement may be terminated by either the Trust on behalf of a
Portfolio or the Advisor at any time by giving the other party 60 days'
written notice of such intention to terminate, provided that any
termination shall be made without the payment of any penalty, and
provided further that termination may be effected either by the Board or
by a vote of the majority of the outstanding voting units of the
Portfolio. The vote of the majority of the outstanding voting units of a
Portfolio for the purpose of this Part Five shall be the vote at a
unitholders' regular meeting, or a special meeting duly called for the
purpose, of 67% or more of the Portfolio's shares present at such
meeting if the holders of more than 50% of the outstanding voting units
are present or represented by proxy, or more than 50% of the outstanding
voting units of the Portfolio, whichever is less.
<PAGE>
(3) This Agreement shall terminate in the event of its assignment, the term
"assignment" for this purpose having the same meaning as set forth in
the 1940 Act.
IN WITNESS THEREOF, the parties hereto have executed the foregoing
Agreement as of the day and year first above written.
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 FINANCIAL CORPORATION
By:/s/ Pamela J. Moret
Pamela J. Moret
Vice President
INVESTMENT SUB-ADVISORY AGREEMENT
This Agreement is effective as of the 8th day of April, 1999 by and between
American Express Financial Corporation ("AEFC"), a Delaware corporation and
Kenwood Capital Management LLC ("Kenwood"), a Delaware limited liability
company.
Each of the Funds and Portfolios listed in Exhibit A (individually a "Fund" and
collectively the "Funds" ), is registered as an investment company under the
Investment Company Act of 1940 (the "1940 Act"); and
Each Fund has entered into an Investment Management Services Agreement with
AEFC, an investment adviser registered under the Investment Advisers Act of 1940
(the "Advisers Act"), under which AEFC provides investment advisory services to
the Fund; and
Kenwood is a registered investment adviser under the Advisers Act and has a
staff of experienced investment personnel and facilities for the kind of
investment portfolio contemplated for the Funds.
Therefore, it is mutually agreed with respect to each Fund:
Part One: Investment Management Services
(1) AEFC retains Kenwood, and Kenwood agrees, with respect to the Fund's assets
allocated to Kenwood by AEFC, to furnish the Fund continuously with suggested
investment planning; to determine, consistent with the Fund's investment
objectives and policies, which securities in Kenwood's discretion shall be
purchased, held or sold and to execute or cause the execution of purchase or
sell orders; to prepare and make available to the Fund all necessary research
and statistical data; subject always to the direction and control of the Board
of Directors (the "Board"), the officers of the Fund and AEFC. AEFC will be
responsible for investing and reinvesting all of the Fund's cash and cash items
held by the Fund's U.S. custodian. Kenwood agrees to maintain an adequate
organization of competent persons to provide the services and to perform the
functions described in this Agreement.
(2) All transactions will be executed in accordance with the procedures and
standards set forth in, or established in accordance with, the Investment
Management Services Agreement between AEFC and the Fund. AEFC will provide
Kenwood with information concerning those procedures and standards and Kenwood
will maintain records to assure that transactions have been executed in
accordance those procedures and standards.
(3) Kenwood agrees that the investment planning and investment decisions will be
in accordance with investment policies and strategies of the Fund as disclosed
to Kenwood from time to time by the Fund and as set forth in its prospectus and
statement of additional information filed with the Securities and Exchange
Commission (the "SEC").
(4) AEFC agrees that it will furnish to Kenwood any information that the latter
may reasonably request with respect to the services performed or to be performed
by Kenwood under this Agreement.
(5) Kenwood agrees to provide the Board and AEFC with information and reports
regarding its activities as deemed appropriate by AEFC or as requested by the
Board and to meet with any persons at the request of the Board or AEFC for the
purpose of reviewing Kenwood's performance under this Agreement.
<PAGE>
(6) It is understood and agreed that in furnishing the Fund with advisory
services, neither Kenwood, nor any of its officers, directors or agents will be
held liable to AEFC, the Fund or its creditors or shareholders for errors of
judgment or for anything except willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or reckless disregard of its
obligations and duties under the terms of this Agreement. It is further
understood and agreed that Kenwood may rely upon information furnished to it
reasonably believed to be accurate and reliable and that, except as provided
above, Kenwood will not be accountable for any loss suffered by AEFC or the Fund
by reason of the latter's action or nonaction on the basis of any advice or
recommendation of Kenwood, its officers, directors or agents.
Part Two: Compensation To Kenwood.
As compensation for its services, AEFC will pay Kenwood a fee as described in
Exhibit A. AEFC will pay this fee to Kenwood on a monthly basis in cash within 5
business days after the last day of each month. In the event of the termination
of this Agreement, the fee accrued will be prorated on the basis of the number
of days that this Agreement is in effect during the month.
Part Three: Miscellaneous
(1) Kenwood will be deemed to be an independent contractor and, unless expressly
authorized, will have no authority to act for or represent the Fund.
(2) AEFC agrees that Kenwood may render investment advice and other services to
other persons that may or may not have investment policies and investments
similar to those of the Fund, and that Kenwood may manage its own investments,
provided that these activities do not impair Kenwood's ability to render
services under this Agreement.
(3) Neither this Agreement nor any transaction under this Agreement will be
invalidated or in any way affected by the fact that directors, officers, agents
and/or shareholders of the Fund are or may be interested in Kenwood or any
successor or assignee, as directors, officers, stockholders or otherwise; that
directors, officers, stockholders or agents of Kenwood are or may be interested
in the Fund as directors, officers, shareholders, or otherwise; or that Kenwood
or any successor or assignee, is or may be interested in the Fund as shareholder
or otherwise, provided, however, that neither Kenwood, nor any officer, director
or employee thereof or of the Fund, shall sell to or buy from the Fund any
property or security other than shares issued by the Fund, except in accordance
with applicable regulations or orders of the SEC.
(4) Any notice under this Agreement must be given in writing delivered to the
party's principal place of business in Minneapolis, Minnesota, or to another
address as either party may designate in writing to the other.
(5) Kenwood agrees that no officer, director or employee of Kenwood will deal
for or on behalf of the Fund with himself or herself as principal or agent, or
with any corporation or partnership in which he or she may have a financial
interest, except that this shall not prohibit:
(a) Officers, directors or employees of Kenwood from having a financial
interest in the Fund or in Kenwood.
(b) The purchase of securities for the Fund, or the sale of securities
owned by the Fund, through a security broker or dealer, one or more of whose
partners, officers, directors or employees is an officer, director or employee
of Kenwood, provided such transactions are handled in the capacity of broker
only and provided commissions charged do not exceed customary brokerage charges
for such services.
(c) Transactions with the Fund by a broker-dealer affiliate of Kenwood
as may be allowed by rule or order of the SEC, and if made pursuant to
procedures adopted by the Fund's Board.
<PAGE>
(6) Kenwood agrees that, except as herein otherwise expressly provided or as may
be permitted consistent with the use of a broker-dealer affiliate of Kenwood
under applicable provisions of the federal securities laws, neither it nor any
of its officers, directors or employees shall at any time during the period of
this Agreement, make, accept or receive, directly or indirectly, any fees,
profits or emoluments of any character in connection with the purchase or sale
of securities (except shares issued by the Fund) or other assets by or for the
Fund.
(7) Kenwood agrees to protect the confidentiality of any non-public information
provided to it by AEFC or the Fund.
Part Four: Renewal And Termination
(1) This Agreement, unless terminated under paragraph 2,3, or 4 below, will
continue in effect from year to year, provided its continued applicability is
specifically approved at least annually (i) by the Board of the Fund or by a
vote of the holders of a majority of the outstanding votes of the Fund and (ii)
by vote of a majority of the Board members who are not parties to this Agreement
or interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval. As used in this paragraph, the term
"interested person" has the same meaning as set forth in the 1940 Act, as
amended.
(2) This Agreement may be terminated at any time, without penalty, by the Board
of the Fund or by vote of the holders of a majority of the Fund's outstanding
shares, on 60 days' written notice to AEFC or to Kenwood.
(3) AEFC or Kenwood may terminate this Agreement by giving sixty days written
notice to the other party.
(4) This Agreement will terminate in the event of its assignment, the term
"assignment" for this purpose having the same meaning set forth in the 1940 Act,
as amended.
In Witness Thereof, the parties hereto have executed this Agreement as of the
day and year first above written.
AMERICAN EXPRESS FINANCIAL CORPORATION
By:______________________
Senior Vice President-
Investment Operations
Kenwood Capital Management LLC
By: _________________________
Principal
<PAGE>
EXHIBIT A
With respect to the Fund's assets allocated to Kenwood, AEFC will pay Kenwood a
fee equal on an annual basis as follows:
Fund Fee
AXP Small Cap Advantage Fund 0.35% of average daily net assets
ADDENDUM TO INVESTMENT SUB-ADVISORY AGREEMENT
Exhibit A of the Investment Sub-Advisory Agreement between AEFC and Kenwood is
hereby amended as follows. All other provisions of the Investment Sub-Advisory
Agreement remain in full force and effect.
EXHIBIT A
With respect to the Fund's assets allocated to Kenwood, AEFC will pay Kenwood a
fee equal on an annual basis as follows:
Fund Fee
AXP Small Cap Advantage Fund 0.35% of average daily net assets
(effective April 8, 1999)
AXP Strategy Aggressive Fund 0.35% of average daily net assets
(effective July 1, 1999)
Total Return Portfolio 0.35% of average daily net assets
(effective July 1, 1999)
IN WITNESS WHEREOF, the parties have exectued this Addendum as of the 1st day of
July, 1999.
AMERICAN EXPRESS FINANCIAL CORPORATION
By:________________________
Peter Anderson
Senior Vice President-
Investment Operations
KENWOOD CAPITAL MANAGEMENT LLC
By:_______________________
Jacob E. Hurwitz
Principal
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, Arne H. Carlson 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 14th day of January, 1999.
/s/ H. Brewster Atwater, Jr. /s/ William R. Pearce
H. Brewster Atwater, Jr. William R. Pearce
/s/ Arne H. Carlson /s/ Alan K. Simpson
Arne H. Carlson Alan K. Simpson
/s/ Lynne V. Cheney /s/ Edson W. Spencer
Lynne V. Cheney Edson W. Spencer
/s/ William H. Dudley /s/ John R. Thomas
William H. Dudley John R. Thomas
/s/ David R. Hubers /s/ Wheelock Whitney
David R. Hubers Wheelock Whitney
/s/ Heinz F. Hutter /s/ C. Angus Wurtele
Heinz F. Hutter C. Angus Wurtele
/s/ Anne P. Jones
Anne P. Jones
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 Securities
Act of 1933 and 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 the other as his attorney-in-fact and agent, to
sign for him in his name, place and stead any and all further amendments to said
registration statements filed pursuant to said Acts and any rules and
regulations thereunder, and to file such amendments with all exhibits thereto
and other documents in connection therewith with the Securities and Exchange
Commission, granting to either of them the full power and authority to do and
perform each and every act required and necessary to be done in connection
therewith.
Dated the 1st day of March, 1999.
/s/ Arne H. Carlson /s/ Leslie L. Ogg
Arne H. Carlson Leslie L. Ogg
/s/ John R. Thomas /s/ Peter J. Anderson
John R. Thomas Peter J. Anderson
/s/ Frederick C. Quirsfeld /s/ John M. Knight
Frederick C. Quirsfeld John M. Knight
