GROWTH & INCOME TRUST, POS AMI, 2000-11-28

GROWTH & INCOME TRUST
POS AMI, 2000-11-28

Previous: PRUDENTIAL INVESTMENT PORTFOLIOS INC, 485BXT, 2000-11-28

Next: GROWTH & INCOME TRUST, POS AMI, EX-99, 2000-11-28

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER

THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 7 [X]

File No. 811-7393

GROWTH AND INCOME TRUST
(Exact Name of Registrant as Specified in Charter)

200 AXP Financial Center, Minneapolis, MN 55474
(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 is incorporated by reference to AXP Mutual,
a series of AXP Investment Series, Inc. Registration Statement No. 2-11328,
Post-Effective Amendment No. 103 (the Feeder Fund Filing), filed electronically
on or about __________, 2000.

Information about Equity Portfolio is incorporated by reference to AXP Stock
Fund, Inc. Registration Statement No. 2-11358, Post-Effective Amendment No. 101,
(the Feeder Fund Filing), filed electronically on or about __________, 2000.

Information about Equity Income Portfolio is incorporated by reference to AXP
Diversified Equity Income Fund, a series of AXP Investment Series, Inc.
Registration Statement No. 2-11328, Post-Effective Amendment No. 103 (the Feeder
Fund Filing), filed electronically on or about __________, 2000.

Information about Total Return Portfolio is incorporated by reference to AXP
Managed Allocation Fund, a series of AXP Managed Series, Inc. Registration
Statement No. 2-93801, Post-Effective Amendment No. 32 (the Feeder Fund Filing),
filed electronically on or about __________, 2000.

As used in this document, "the Portfolio" refers to each portfolio of 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.

<PAGE>

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 Investment Company Act of 1940, as amended
(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 $100,000 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 Securities Act of 1933, as
amended (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.

There is no minimum amount for initial or subsequent investments in the
Portfolio. The Portfolio reserves the right to cease accepting investments at
any time or to reject any investment order.

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).

<PAGE>

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
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.

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:

Portfolio Unitholder Percentage of ownership

Balanced AXP Mutual 99.99%

Equity AXP Stock Fund 99.99%

Equity Income AXP Diversified Equity Income Fund 99.99%

Total Return AXP Managed Allocation Fund 99.99%

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.

<PAGE>

Placement Agent Agreement

American Express Financial Advisors Inc. (the Placement Agent), a wholly-owned
subsidiary of American Express Financial Corporation (the Advisor), serves as
the Placement Agent for the Trust. The Placement Agent is located at 200 AXP
Financial Center, Minneapolis, MN 55474.

Custodian

American Express Trust Company (Custodian) serves as custodian for the Trust.
The Custodian is located at 200 AXP Financial Center, Minneapolis, MN 55474. 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.

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

<PAGE>

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:

`The New York Stock Exchange (the Exchange) closes for reasons other than the
usual weekend and holiday closings or trading on the Exchange is restricted, or

`Disposal of the Portfolio's securities is not reasonably practicable or it is
not reasonably practicable for the Portfolio to determine the fair value of its
net assets, or

`The Securities and Exchange Commission (the SEC), under the provisions of the
1940 Act, as amended, declares a period of emergency to exist.

Should the Portfolio stop selling units, the board members may make a deduction
from the value of the assets held by the Portfolio to cover the cost of future
liquidations of the assets so as to distribute fairly these costs among all
unitholders.

Redemptions By The Portfolio

The Portfolio reserves the right to redeem, involuntarily, the units of any
unitholder whose account has a value of less than a minimum amount but only
where the value of such account has been reduced by voluntary redemption of
units. Until further notice, it is the policy of the Portfolio not to exercise
this right with respect to any unitholder whose account has a value of $100,000
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 $100,000.

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.

<PAGE>

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 Exchange:

`Securities traded on a securities exchange for which a last-quoted sales price
is readily available are valued at the last-quoted sales price on the exchange
where such security is primarily traded.

`Securities traded on a securities exchange for which a last-quoted sales price
is not readily available are valued at the mean of the closing bid and asked
prices, looking first to the bid and asked prices on the exchange where the
security is primarily traded and, if none exist, to the over-the-counter market.

`Securities included in the NASDAQ National Market System are valued at the
last-quoted sales price in this market.

`Securities included in the NASDAQ National Market System for which a
last-quoted sales price is not readily available, and other securities traded
over-the-counter but not included in the NASDAQ National Market System are
valued at the mean of the closing bid and asked prices.

`Futures and options traded on major exchanges are valued at the last-quoted
sales price on their primary exchange.

`Foreign securities traded outside the United States are generally valued as of
the time their trading is complete, which is usually different from the close of
the Exchange. Foreign securities quoted in foreign currencies are translated
into U.S. dollars at the current rate of exchange. Occasionally, events
affecting the value of such securities may occur between such times and the
close of the Exchange that will not be reflected in the computation of the
Portfolio's net asset value. If events materially affecting the value of such
securities occur during such period, these securities will be valued at their
fair value according to procedures decided upon in good faith by the board.

`Short-term securities maturing more than 60 days from the valuation date are
valued at the readily available market price or approximate market value based
on current interest rates. Short-term securities maturing in 60 days or less
that originally had maturities of more than 60 days at acquisition date are
valued at amortized cost using the market value on the 61st day before maturity.
Short-term securities maturing in 60 days or less at acquisition date are valued
at amortized cost. Amortized cost is an approximation of market value determined
by systematically increasing the carrying value of a security if acquired at a
discount, or reducing the carrying value if acquired at a premium, so that the
carrying value is equal to maturity value on the maturity date.

`Securities without a readily available market price and other assets are valued
at fair value as determined in good faith by the board. The board is responsible
for selecting methods it believes provide fair value. When possible, bonds are
valued by a pricing service independent from the Portfolio. If a valuation of a
bond is not available from a pricing service, the bond will be valued by a
dealer knowledgeable about the bond if such a dealer is available.

<PAGE>

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, dated Oct. 2, 1995, 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, made Oct. 2, 1995, 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.

(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 filed electronically as Exhibit
(d)(1) to Registrant's Post-Effective Amendment No. 6 Filed on or
about Nov. 24, 1999 is incorporated by reference.

(d)(2) Investment Sub-Advisory Agreement, dated April 8, 1999, between
American Express Financial Corporation and Kenwood Capital Management
LLC filed electronically as Exhibit (d)(2) to Registrant's
Post-Effective Amendment No. 6 Filed on or about Nov. 24, 1999 is
incorporated by reference.

(d)(3) Addendum to Investment Sub-Advisory Agreement dated July 1, 1999,
between American Express Financial Corporation and Kenwood Capital
Management LLC filed electronically as Exhibit (d)(3) to Registrant's
Post-Effective Amendment No. 6 Filed on or about Nov. 24, 1999 is
incorporated by reference.

(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.

(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 by reference.

<PAGE>

(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) Rule 18f-3 Plan: Not Applicable.

(o) Reserved

(p)(1) Code of Ethics adopted under Rule 17j-1 for Registrant filed
electronically on or about March 30, 2000 as Exhibit (p)(1) to AXP
Market Advantage Series, Inc.'s Post-Effective Amendment No. 24 to
Registration Statement No. 33-30770, is incorporated by reference.

(p)(2) Code of Ethics adopted under Rule 17j-1 for Registrant's investment
advisor filed electronically on or about March 30, 2000 as Exhibit
(p)(2) by AXP Market Advantage Series, Inc.'s Post-Effective Amendment
No. 24 to Registration Statement No. 33-30770, is incorporated by
reference.

(q)(1) Trustees' Power of Attorney to sign Amendments to this Registration
Statement, dated Jan. 13, 2000, is filed electronically herewith as
Exhibit (q)(1).

(q)(2) Officers' Power of Attorney to sign Amendments to this Registration
Statement, dated Jan. 13, 2000, is filed electronically herewith as
Exhibit (q)(2).

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.

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.

<PAGE>

The Declaration of Trust is incorporated herein by reference to Registrant's
initial Registration Statement No. 811-7393.

<PAGE>

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

IDS Life Series Fund, Inc. Director

John C. Boeder, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

IDS Futures Corporation Director and President

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

Kenneth I. Chenaut American Express Company American Express Tower President and Chief
Director World Financial Center Operating Officer
New York, NY 10285

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 - Retail
Vice President - Retail Advisors Inc. Minneapolis, MN 55440 Distribution Services
Distribution Services

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

Peter A. Gallus American Express Financial IDS Tower 10 Vice President-Investment
Vice President-Investment Advisors Inc. Minneapolis, MN 55440 Administration
Administration

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.

Teresa A. Hanratty American Express Financial IDS Tower 10 Senior Vice
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440 President-Field Management
President-Field Management

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

Brian M. Heath American Express Financial IDS Tower 10 Senior Vice President and
Director, Senior Vice Advisors Inc. Minneapolis, MN 55440 General Sales Manager
President and General Sales
Manager

Darryl G. Horsman, American Express Trust IDS Tower 10 Director and President
Vice President Company Minneapolis, MN 55440

American Express Asset Vice President
Management International
Inc.

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

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 and
Vice President and Advisors Inc. Minneapolis, MN 55440 Controller-Advice and
Controller-Advice and Retail Retail Distribution Group
Distribution Group

IDS Life Insurance Company Vice President

Marietta L. Johns, American Express Financial IDS Tower 10 Senior Vice President
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440
President

Nancy E. Jones, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440

American Express Service Vice President
Corporation

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

Richard W. Kling, AMEX Assurance Company IDS Tower 10 Director
Director and Senior Vice Minneapolis, MN 55440
President - Insurance Products

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. Insurance Products

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, Chief Executive
Officer 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-Direct and
President-Direct and Interactive Group
Interactive Group

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 - Distribution Advisors Inc. Minneapolis, MN 55440 Distribution Channel
Channel Marketing Marketing

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

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 Senior Vice President -
Director and Senior Vice Advisors Inc. Minneapolis, MN 55440 Investment Products
President - Investment
Products

American Express Trust Vice President
Company

IDS Certificate Company Director

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 Enterprise Director
Investment Services, Inc.

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-Consumer
Vice President-Consumer Advisors Inc. Minneapolis, MN 55440 Marketing
Marketing

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
Vice President-Compensation Advisors Inc. Minneapolis, MN 55440 President-Compensation
Services and ARD Product Services and ARD Product
Distribution Distribution

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 - Branded
Vice President - Branded Advisors Inc. Minneapolis, MN 55440 Platform Project
Platform Project

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

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

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 20th day of November, 2000.

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 20th day of November, 2000.

Signatures Capacity

Trustee
Peter J. Anderson

/s/ H. Brewster Atwater, Jr.* Trustee
H. Brewster Atwater, Jr.

/s/ Arne H. Carlson* Chairman of the Board
Arne H. Carlson

Trustee
Lynne V. Cheney

/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. 13, 2000, filed
electronically herewith as Exhibit (q)(1), by:

/s/ Leslie L. Ogg
Leslie L. Ogg

**Signed pursuant to Officers' Power of Attorney, dated Jan. 13, 2000, filed
electronically herewith as Exhibit (q)(2), by:

/s/ Leslie L. Ogg
Leslie L. Ogg