GROWTH TRUST, N-1A/A, 1996-07-31

GROWTH TRUST
N-1A/A, 1996-07-31

Previous: GROWTH & INCOME TRUST, NSAR-AT, 1996-07-31

Next: EXPRESS DIRECT TAX FREE FUND INC, NSAR-AT, 1996-07-31

<PAGE>
PAGE 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER

THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 2 X

File No. 811-7395

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

IDS Tower 10, Minneapolis, MN 55440-0010
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: 612-671-2772

Eileen J. Newhouse
IDS Tower 10, Minneapolis, MN 55440-0010
(Name and Address of Agent for Service)
<PAGE>
PAGE 2
PART A

Item 1-3. Responses to Items 1 through 3 have been omitted
pursuant to Paragraph 4 of Instruction F of the
General Instructions to Form N-1A.

Item 4. General Description of Registrant.

Growth Trust (the Trust) is an open-end management investment
company organized as a Massachusetts business trust on Oct. 2,
1995. The Trust consists of three series: Aggressive Growth
Portfolio, Growth Portfolio and Growth Trends Portfolio
(individually, a Portfolio or collectively the Portfolios). The
Portfolios issue units of beneficial interest without any sales
charge. Units in the Portfolios 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 Portfolios 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 herein as
unitholders.

Goals and types of Portfolio investments and their risks

Aggressive Growth Portfolio seeks to provide unitholders with long-
term growth of capital. Aggressive Growth Portfolio is a
diversified mutual fund that invests primarily in the equity
securities of companies that comprise the Standard & Poor's 500
Composite Stock Price Index (S&P 500). Aggressive Growth Portfolio
does not seek to replicate the S&P 500. Rather, it invests in
those securities within the universe of S&P 500 stocks that
Aggressive Growth Portfolio's advisor believes are undervalued or
that offer potential for long-term capital growth. Ordinarily, at
least 65% of Aggressive Growth Portfolio will be invested in equity
securities. Aggressive Growth Portfolio will be managed using a
research methodology developed by the Research Department of
American Express Financial Corporation (the Advisor) that is
designed to achieve a return in excess of the return of the S&P
500.

Undervalued stocks and stock of companies with above-average growth
rates can provide higher returns to investors than stocks of other
companies, although the prices of these stocks can fluctuate more.

Growth Portfolio seeks to provide unitholders with long-term growth
of capital. Growth Portfolio is a diversified mutual fund that
invests primarily in stocks of U.S. and foreign companies that
appear to offer growth opportunities. Growth Portfolio also may
invest in preferred stocks, convertible securities, debt securities
and money market securities.
<PAGE>
PAGE 3
Growth Trends Portfolio seeks to provide unitholders with long-term
growth of capital. Growth Trends Portfolio is a diversified mutual
fund that invests primarily in common stocks of U.S. and foreign
companies showing potential for significant growth. These
companies usually operate in areas where dynamic economic and
technological changes are occurring. Growth Trends Portfolio also
may invest in preferred stocks, debt securities, derivative
instruments and money market instruments.

Because investments involve risk, a Portfolio cannot guarantee
achieving its goals. Some of the Portfolios' investments may be
considered speculative and involve additional investment risks.

The foregoing investment goals are fundamental policies of each
Portfolio, which may not be changed unless authorized by a majority
of the outstanding voting securities.

Investment policies and risks

Aggressive Growth Portfolio - Aggressive Growth Portfolio invests
primarily in equity securities of companies comprising the S&P 500
that, in the opinion of the Advisor, are undervalued in relation to
their long-term earning power or the asset value of their issuers
or that have above-average growth potential. Ordinarily, at least
65% of Aggressive Growth Portfolio's total assets will be invested
in equity securities consisting of common stocks, preferred stocks,
securities convertible into common stocks, securities having common
stock characteristics such as rights and warrants and foreign
equity securities.

Securities may be undervalued because of several factors, including
the following: market decline, poor economic conditions, tax-loss
selling or actual or anticipated unfavorable developments affecting
the issuer of the security. Companies also may be undervalued
because they are part of an industry that is out of favor with
investors even though the individual companies may be financially
sound and have high rates of earning growth. Any or all of these
factors may provide buying opportunities at attractive prices
relevant to the long-term prospects for the companies in question.
Companies with above average growth potential generally will have
steady earnings and cash flow growth, good and/or improving balance
sheets, strong positions in their market niches and the ability to
perform well in a stagnant economy.

Aggressive Growth Portfolio may invest more than 25% of its total
assets in equity securities of companies included in the S&P 500
that are primarily engaged in either the utilities or the energy
industry. Because Aggressive Growth Portfolio may concentrate its
investments in one or both of these industries, the value of its
shares will be especially affected by factors peculiar to these
industries, and may fluctuate more widely than the value of shares
of a fund that invests in a broader range of industries.
Aggressive Growth Portfolio will concentrate its investments in
either of these industries only to the extent that the S&P becomes
heavily weighted in that industry. Aggressive Growth Portfolio's
concentration policy can be changed only if holders of a majority
of the outstanding voting securities agree to make the change. <PAGE>
PAGE 4
This policy can be changed only if holders of a majority of the
outstanding voting securities agree to make the change. See
"Utilities industry" and "Energy industry" below.

Research methodology: The Advisor's Research Department has
designed a proprietary research rating system that is used as the
basis for rating securities of issuers listed on the S&P 500. The
research ratings range from a "strong buy" to "strong sell."
Aggressive Growth Portfolio will invest primarily in equity
securities that the Research Department rates highly and expects to
outperform the S&P 500. The securities in which Aggressive Growth
Portfolio invests will not correspond entirely to the S&P 500
securities recommended by the Research Department because some of
these recommendations may not be appropriate investments for the
Portfolio due to diversification, liquidity or other requirements
that apply to registered investment companies. In addition, some
of the recommendations may not be appropriate for Aggressive Growth
Portfolio under its investment objective or investment limitations.
Moreover, other Advisor clients who receive the Research
Department's recommendations may place purchase or sale orders that
make it more difficult for Aggressive Growth Portfolio to implement
its own orders to buy or sell the same securities.

Growth Portfolio - Growth Portfolio invests primarily in common
stocks and securities convertible into common stocks of U.S. and
foreign corporations. Growth Portfolio will invest in companies
that appear to offer growth opportunities; companies that, because
of new management, markets or other factors, show promise of
substantially improved results; and companies whose future may be
dependent upon maintaining technological superiority over their
competitors. Other investments include preferred stocks,
convertible securities, debt securities, derivative instruments or
money market instruments.

Growth Trends Portfolio - Growth Trends Portfolio invests primarily
in common stocks of U.S. and foreign corporations showing potential
for significant growth. These companies usually operate in areas
where dynamic economic and technological changes are occurring.
They also may exhibit excellence in technology, marketing or
management. Other investments include preferred stocks, debt
securities, derivative instruments and money market instruments.

The various types of investments described above that the portfolio
managers use to achieve investment performance are explained in
more detail in the next section and in Part B of this Registration
Statement.

Facts about investments and their risks

Common stocks: Stock prices are subject to market fluctuations.
Stocks of larger, established companies that pay dividends may be
less volatile than the stock market as a whole. Stocks of
companies experiencing significant growth and operating in areas of
financial and technological change may be subject to more abrupt or
erratic price movements than stocks of larger, established
companies or the stock market as a whole. Therefore, some of the
securities in which the Portfolios invest involve substantial risk <PAGE>
PAGE 5
and may be considered speculative.

Preferred stocks: If a company earns a profit, it generally must
pay its preferred stockholders a dividend at a pre-established
rate.

Market risk: Each Portfolio is subject to market risk because it
invests primarily in common stocks. Market risk is the possibility
that common stock prices will decline over short or even extended
periods. The U.S. stock market tends to be cyclical, with periods
when stock prices generally decline.

Utility industry: Utility stocks generally offer dividend yields
that exceed those of industrial companies and their prices tend to
be less volatile than stocks of industrial companies. However,
utility stocks can still be affected by the risks of the stock
market in general, as well as factors specific to public utilities
companies. Many utility companies, especially electric utility
companies, historically have been subject to the risk of increases
in fuel and other operating costs, changes in interest rates on
borrowing for capital improvement programs, changes in applicable
laws and regulations, and costs and operating constraints
associated with compliance with environmental regulations. In
addition, because securities issued by utility companies are
particularly sensitive to movements in interest rates, the equity
securities of these companies are more affected by movements in
interest rates than the equity securities of other companies. Each
of these risks could adversely affect the ability of public
utilities companies to declare or pay dividends and the ability of
holders of common stock, such as a Portfolio, to realize any value
from the assets of the company upon liquidation or bankruptcy.

Energy industry: Energy companies include the conventional areas
of oil, gas, electricity and coal, as well as newer sources of
energy such as geothermal, nuclear, oil shale and solar power.
These companies include those that produce, transmit, market or
measure energy, as well as those companies involved in exploring
for new sources of energy. Securities of companies in the energy
field are subject to changes in value and dividend yield which
depend largely on the price and supply of energy fuels. Swift
price and supply fluctuations may be caused by events relating to
international politics, energy conservation, the success of
exploration projects and tax or other governmental regulatory
policies.

Convertible securities: These securities generally are preferred
stocks or bonds that can be exchanged for other securities, usually
common stock, at prestated prices. When the trading price of the
common stock makes the exchange likely, the convertible securities
trade more like common stock.

Debt securities: The price of bonds generally falls as interest
rates increase, and rises as interest rates decrease. The price of
bonds also fluctuates if the credit rating is upgraded or
downgraded. The price of bonds below investment grade may react
more to the ability of the issuing company to pay interest and
principal when due. These bonds have greater price fluctuations <PAGE>
PAGE 6
and are more likely to experience a default.

Aggressive Growth Portfolio and Growth Portfolio invest in bonds
given the four highest ratings by Moody's Investors Service, Inc.
or by Standard & Poor's Corporation or in bonds of comparable
quality in the judgment of the investment manager. Growth Trends
Portfolio, in addition to investing in investment grade bonds, may
invest up to 5% of its net assets in bonds below investment grade.
Securities that are subsequently downgraded in quality may continue
to be held by a Portfolio and will be sold only when the investment
manager believes it is advantageous to do so.

Foreign investments: Securities of foreign companies and
governments may be traded in the United States, but often they are
traded only on foreign markets. Frequently, there is less
information about foreign companies and less government supervision
of foreign markets. Foreign investments are subject to political
and economic risks of the countries in which the investments are
made, including the possibility of seizure or nationalization of
companies, imposition of withholding taxes on income, establishment
of exchange controls or adoption of other restrictions that might
affect an investment adversely. If an investment is made in a
foreign market, the local currency may be purchased using a forward
contract in which the price of the foreign currency in U.S. dollars
is established on the date the trade is made, but delivery of the
currency is not made until the securities are received. As long as
a Portfolio holds foreign currencies or securities valued in
foreign currencies, the value of those assets will be affected by
changes in the value of the currencies relative to the U.S. dollar.
Because of the limited trading volume in some foreign markets,
efforts to buy or sell a security may change the price of the
security, and it may be difficult to complete the transaction.

Aggressive Growth Portfolio may invest up to 20% of its total
assets in foreign securities that are included in the S&P 500, or
which will be included in the S&P 500 in the near future, or in
Canadian money market instruments. Growth Portfolio may invest up
to 25% of its total assets in foreign investments. Growth Trends
Portfolio may invest up to 30% of its total assets in foreign
investments.

Derivative instruments: A portfolio manager may use derivative
instruments in addition to securities to achieve investment
performance. Derivative instruments include futures, options and
forward contracts. Such instruments may be used to maintain cash
reserves while remaining fully invested, to offset anticipated
declines in values of investments, to facilitate trading, to reduce
transaction costs or to pursue higher investment returns.
Derivative instruments are characterized by requiring little or no
initial payment and a daily change in price based on or derived
from a security, a currency, a group of securities or currencies,
or an index. A number of strategies or combination of instruments
can be used to achieve the desired investment performance
characteristics. A small change in the value of the underlying
security, currency or index will cause a sizable gain or loss in
the price of the derivative instrument. Derivative instruments
allow the portfolio manager to change the investment performance <PAGE>
PAGE 7
characteristics very quickly and at lower costs. Risks include
losses of premiums, rapid changes in prices, defaults by other
parties and inability to close such instruments. A Portfolio will
use derivative instruments only to achieve the same investment
performance characteristics it could achieve by directly holding
those securities and currencies permitted under the investment
policies. The Portfolios will designate cash or appropriate liquid
assets to cover portfolio obligations. No more than 5% of each
Portfolio's net assets can be used at any one time for good faith
deposits on futures and premiums for options on futures that do not
offset existing investment positions. This does not, however,
limit the portion of a Portfolio's assets at risk to 5%. The
Portfolios are not limited as to the percentage of their assets
that may be invested in permissible investments, including
derivatives, except as otherwise explicitly provided in Part A or
Part B of this Registration Statement. For descriptions of these
and other types of derivative instruments, see "Descriptions of
derivative instruments" and Part B of this Registration Statement.

Securities and other instruments that are illiquid: A security or
other instrument is illiquid if it cannot be sold quickly in the
normal course of business. Some investments cannot be resold to
the U.S. public because of their terms or government regulations.
All securities and other instruments, however, can be sold in
private sales, and many may be sold to other institutions and
qualified buyers or on foreign markets. Each portfolio manager
will follow guidelines established by the board and consider
relevant factors such as the nature of the security and the number
of likely buyers when determining whether a security is illiquid.
No more than 10% of a Portfolio's net assets will be held in
securities and other instruments that are illiquid.

Money market instruments: Short-term debt securities rated in the
top two grades or the equivalent are used to meet daily cash needs
and at various times to hold assets until better investment
opportunities arise. Generally less than 25% of a Portfolio's
total assets are in these money market instruments. However, for
temporary defensive purposes these investments could exceed that
amount for a limited period of time.

The investment policies described above may be changed by the
board.

Lending portfolio securities: Each Portfolio may lend its
securities to earn income so long as borrowers provide collateral
equal to the market value of the loans. The risks are that
borrowers will not provide collateral when required or return
securities when due. Unless holders of a majority of the
outstanding voting securities approve otherwise, loans may not
exceed 30% of a Portfolio's net assets.

Portfolio turnover: Aggressive Growth Portfolio does not expect
its portfolio turnover rate to exceed 200% during its initial
fiscal period. High portfolio turnover can lead to increased
brokerage commissions and taxes.
<PAGE>
PAGE 8
Descriptions of derivative instruments

What follows are brief descriptions of derivative instruments a
Portfolio may use. At various times a Portfolio may use some or
all of these instruments and is not limited to these instruments.
It may use other similar types of instruments if they are
consistent with the Portfolio's investment goal and policies. For
more information on these instruments, see Part B of this
Registration Statement.

Options and futures contracts. An option is an agreement to buy or
sell an instrument at a set price during a certain period of time.
A futures contract is an agreement to buy and sell an instrument
for a set price on a future date. A Portfolio may buy and sell
options and futures contracts to manage its exposure to changing
interest rates, security prices and currency exchange rates.
Options and futures may be used to hedge a Portfolio's investments
against price fluctuations or to increase market exposure.

Indexed securities. The value of indexed securities is linked to
currencies, interest rates, commodities, indexes or other financial
indicators. Most indexed securities are short- to intermediate-
term fixed income securities whose values at maturity or interest
rates rise or fall according to the change in one or more specified
underlying instruments. Indexed securities may be more volatile
than the underlying instrument itself.

Structured products. Structured products are over-the-counter
financial instruments created specifically to meet the needs of one
or a small number of investors. The instrument may consist of a
warrant, an option or a forward contract embedded in a note or any
of a wide variety of debt, equity and/or currency combinations.
Risks of structured products include the inability to close such
instruments, rapid changes in the market and defaults by other
parties.

Item 5. Management of the Fund.

The Board

The Trust has a board of trustees (the Board), which has primary
responsibility for the overall management of the Trust. It elects
officers and retains service providers to carry out day-to-day
operations.

The Advisor

American Express Financial Corporation, a provider of financial
services since 1894 (the Advisor), has been retained to serve as
the investment manager for each Portfolio. The Advisor, located at
IDS Tower 10, Minneapolis, MN 55440-0010, is a wholly owned
subsidiary of American Express Company, a financial services
company with headquarters at American Express Tower, World
Financial Center, New York, NY 10285.

Each Portfolio pays the Advisor for managing its assets. Under the
Investment Management Services Agreement, the Advisor is paid a <PAGE>
PAGE 9
fee for these services based on the average daily net assets of
each Portfolio, as follows:
Growth Portfolio
Aggressive Growth Portfolio Growth Trends Portfolio

Assets Annual rate at Assets Annual rate at
(billions) each asset level (billions) each asset level
First $0.25 0.650% First $1.0 0.600%
Next 0.25 0.625 Next 1.0 0.575
Next 0.50 0.600 Next 1.0 0.550
Next 1.0 0.575 Next 3.0 0.525
Next 1.0 0.550 Over 6.0 0.500
Next 3.0 0.525
Over 6.0 0.500

For Growth Portfolio and Growth Trends Portfolio, these fees may be
increased or decreased by a performance adjustment based on a
comparison of performance to the Lipper Growth Fund Index. The
maximum adjustment is 0.12% of each Portfolio's average daily net
assets on an annual basis.

Under the agreement, each Portfolio also pays taxes, brokerage
commissions and nonadvisory expenses. The Portfolios may pay
brokerage commissions to broker-dealer affiliates of the Advisor.

The Advisor also has been retained to provide transfer agent
services (handling unitholder accounts) and administrative
services.

Portfolio Managers

Aggressive Growth Portfolio

Guru Baliga joined the Advisor 1991 as a research analyst. He
became portfolio manager of Aggressive Growth Portfolio and IDS
Small Company Index Fund in August 1996. He has been portfolio
manager of IDS Blue Chip Advantage Fund since 1994. He has been
part of the portfolio management team of Total Return Portfolio and
its predecessor fund since 1995, and is a portfolio manager of IDS
Advisory Accounts that are managed similarly to the Portfolio.

Growth Portfolio

Mitzi Malevich joined the Advisor in 1983 and serves as vice
president and senior portfolio manager. She has managed the assets
of Growth Portfolio and its predecessor fund since 1992 after
having been a portfolio manager of pension fund accounts. She also
serves as portfolio manager of IDS Life Funds A and B.

Growth Trends Portfolio

Gordon Fines joined the Advisor in 1981 and serves as vice
president and senior portfolio manager. He has managed the assets
of Growth Trends Portfolio and its predecessor fund since 1991.
Mr. Fines also leads the Growth Team for the Advisor and serves as
portfolio manager of IDS Life Growth Dimensions Fund.
<PAGE>
PAGE 10
Item 5A. Response to Item 5A has been omitted pursuant to
Paragraph 4 of Instruction F of the General
Instructions to Form N-1A.

Item 6. Capital Stock and Other Securities.

The Trust is an open-end, management investment company organized
as a Massachusetts business trust on Oct. 2, 1995 and is registered
under the Investment Company Act of 1940, as amended (the 1940
Act). The Trust is authorized to issue an unlimited number of
units of beneficial interest. Each unit of the Trust has one vote,
and, when issued, is fully paid, non-assessable, and redeemable.
Units have cumulative voting rights when electing trustees.
Currently, the Trust has three series of units, the "Portfolios."
The assets and liabilities of each series are separate and distinct
from any other series. Additional series may be added in the
future by the board.

A unitholder's interest in the Trust cannot be transferred, but the
unitholder may withdraw all or any portion of its investment at any
time at net asset value. Under the terms of the Declaration of
Trust on file with the Secretary of State of the Commonwealth of
Massachusetts, all persons having any claim against a portfolio
shall look only to the assets of that portfolio for payment and no
unitholder, trustee, officer or agent shall be personally liable
therefor.

Each Portfolio is a partnership that is not subject to any federal
income tax. However, each unitholder in a Portfolio is taxable on
its share (as determined in accordance with the governing
instruments of the Trust) of the Portfolio's ordinary income and
capital gain pursuant to the rules governing the unitholders. The
determination of each unitholder's share will be made in accordance
with the Internal Revenue Code of 1986, as amended (the Code),
regulations promulgated thereunder and the Declaration of Trust.

The Portfolios' taxable year-ends are July 31. It is intended that
the Portfolios' 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 a Portfolio.

Item 7. Purchase of Securities Being Offered.

The Portfolios' units are not registered under the 1933 Act and may
not be sold publicly. Instead, units are offered pursuant to
exemptions from that 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 a 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 <PAGE>
PAGE 11
Portfolios do not issue stock certificates.

The minimum initial investment is $5,000,000 with no minimum on
subsequent investments.

Net asset value (NAV) is the total value of the Portfolio's
investments and other assets less any liabilities. Each unit has a
value of $1.00. Each Portfolio is deemed to have outstanding the
number of units equal to its NAV and each unitholder is deemed to
hold the number of units equal to its proportionate investment in
the Portfolio. NAV is calculated at the close of business,
normally 3 p.m. Central time, each business day (any day the New
York Stock Exchange is open).

American Express Financial Advisors Inc. (the Placement Agent), a
wholly owned subsidiary of the Advisor, serves as the Placement
Agent for the Trust. The Placement Agent is located at IDS Tower
10, Minneapolis, MN 55440-0010.

Item 8. Redemption or Repurchase.

Redemptions are processed on any date on which the Portfolio is
open for business and are effected at the Portfolio's net asset
value next determined after the Portfolio receives a redemption
request in good form.

Payment for redeemed units will be made promptly, but in no event
later than seven days after receipt of the redemption request in
good form. However, the right of redemption may be suspended or
the date of payment postponed in accordance with the rules under
the 1940 Act. Each Portfolio reserves the right upon 30-days'
written notice to redeem, at net asset value, the units of any
unitholder whose account has a value of less than $1,000,000 as a
result of voluntary redemptions. Redemptions are taxable events,
and the amount received upon redemption may be more or less than
the amount paid for the units depending upon the fluctuations in
the market value of the assets owned by the Portfolio.

Item 9. Pending Legal Proceedings.

Not Applicable.
<PAGE>
PAGE 12
PART B

Item 10: Cover Page
Not applicable.

Item 11: Table of Contents
Not applicable.

Item 12: General Information and History
Not applicable.

Item 13: Investment Objectives and Policies

Please refer to Item 4 of Part A for the objectives of each
Portfolio.

Investment Policies applicable to Aggressive Growth Portfolio:

These are investment policies in addition to those presented in
Part A. The policies below are fundamental policies of the
Portfolio and may be changed only with unitholder approval. Unless
holders of a majority of the outstanding units agree to make the
change, the Portfolio will not:

'Borrow money or property, except as a temporary measure for
extraordinary or emergency purposes, in an amount not exceeding
one-third of the market value of its total assets (including
borrowings) less liabilities (other than borrowings) immediately
after the borrowing. The Portfolio has no present intention to
borrow.

'Make cash loans if the total commitment amount exceeds 5% of the
Portfolio's total assets.

'Purchase more than 10% of the outstanding voting securities of an
issuer.

'Invest more than 5% of its total assets in securities of any one
company, government or political subdivision thereof, except the
limitation will not apply to investments in securities issued by
the U.S. government, its agencies or instrumentalities, and except
that up to 25% of the Portfolio's total assets may be invested
without regard to this limitation.

'Buy or sell real estate, unless acquired as a result of ownership
of securities or other instruments, except this shall not prevent
the Portfolio from investing in securities or other instruments
backed by real estate or securities of companies engaged in the
real estate business or real estate investment trusts. For
purposes of this policy, real estate includes real estate limited
partnerships.<PAGE>
PAGE 13
'Buy or sell physical commodities unless acquired as a result of
ownership of securities or other instruments, except this shall not
prevent the Portfolio from buying or selling financial instruments
(such as options and futures contracts) or from investing in
securities or other instruments backed by, or whose value is
derived from, physical commodities.

'Make a loan of any part of its assets to the Advisor, to the board
members and officers of the Advisor or to its own board members and
officers.

'Lend Portfolio securities in excess of 30% of its net assets. In
making loans, the Portfolio receives the market price in cash, U.S.
government securities, letters of credit or such other collateral
as may be permitted by regulatory agencies and approved by the
board. If the market price of the loaned securities goes up, the
Portfolio will get additional collateral when required or return
the securities when due. During the existence of the loan, the
Portfolio receives cash payments equivalent to all interest or
other distributions paid on the loaned securities. A loan will not
be made unless the Advisor believes the opportunity for additional
income outweighs the risks.

'Concentrate in any industry except in either or both the energy or
utilities industries. According to the present interpretation by
the SEC, this means no more than 25% of the Portfolio's total
assets, based on current market value, can be invested in any one
industry other than the energy and/or utility industries.

The policies below are non-fundamental and may be changed without
unitholder approval. Unless changed by the board, the Portfolio
will not:

'Buy on margin or sell short, but it may make margin payments in
connection with transactions in options, futures contracts and
other financial instruments.

'Pledge or mortgage its assets beyond 15% of total assets. If the
Portfolio were ever to do so, valuation of the pledged or mortgaged
assets would be based on market values. For purposes of this
policy, collateral arrangements for margin deposits on a futures
contract are not deemed to be a pledge of assets.

'Invest more than 5% of its total assets in securities of
companies, including any predecessors, that have a record of less
than three years continuous operations.

'Invest more than 10% of its total assets in securities of
investment companies. Under one state's law, the Portfolio is
limited to investments in the open market where no commission or
profit to a sponsor or dealer results from the purchase other than
the customary broker's commission, or when the purchase is part of
a plan or merger, consolidation, reorganization or acquisition.
The Portfolio has no intention to invest in securities of other
investment companies.

'Invest in a company to control or manage it.
<PAGE>
PAGE 14
'Invest in exploration or development programs such as oil, gas or
mineral leases.

'Purchase securities of an issuer if the board members and officers
of the Portfolio and of the Advisor hold more than a certain
percentage of the issuer's outstanding securities. If the holdings
of all board members and officers of the Portfolio and the Advisor
who own more than 0.5% of an issuer's securities are added
together, and if in total they own more than 5%, the Portfolio will
not purchase securities of that issuer.

'Invest more than 5% of its net assets in warrants. Under one
state's law no more than 2% of the Portfolio's net assets may be
invested in warrants not listed on the New York or American Stock
Exchange.

'Invest more than 10% of its net assets in securities and other
instruments that are illiquid. For purposes of this policy
illiquid securities include some privately placed securities,
public securities and Rule 144A securities that for one reason or
another may no longer have a readily available market, repurchase
agreements with maturities greater than seven days, non-negotiable
fixed-time deposits and over-the-counter options.

The Portfolio may make contracts to purchase securities for a fixed
price at a future date beyond normal settlement time (when-issued
securities or forward commitments). Under normal market
conditions, the Portfolio does not intend to commit more than 5% of
its total assets to these practices. The Portfolio does not pay
for the securities or receive dividends or interest on them until
the contractual settlement date. The Portfolio will designate cash
or liquid high-grade debt securities at least equal in value to its
forward commitments to purchase the securities. When-issued
securities or forward commitments are subject to market
fluctuations and they may affect the Portfolio's total assets the
same as owned securities.

In determining the liquidity of Rule 144A securities, which are
unregistered securities offered to qualified institutional buyers,
and interest-only and principal-only, fixed mortgage-backed
securities (IOs and POs) issued by the U.S. government or its
agencies and instrumentalities, the investment manager, under
guidelines established by the board, will consider any relevant
factors including frequency of trades, the number of dealers
willing to purchase or sell the security and the nature of
marketplace trades.

In determining the liquidity of commercial paper issued in
transactions not involving a public offering under Section 4(2) of
the Securities Act of 1933, the Advisor, under guidelines
established by the board, will evaluate relevant factors such as
the issuer and the size and nature of its commercial paper
programs, the willingness and ability of the issuer or dealer to
repurchase the paper, and the nature of the clearance and
settlement procedures for the paper.
<PAGE>
PAGE 15
The Portfolio may maintain a portion of its assets in cash and
cash-equivalent investments. The cash-equivalent investments the
Portfolio may use are short-term U.S. and Canadian government
securities and negotiable certificates of deposit, non-negotiable
fixed-time deposits, bankers' acceptances and letters of credit of
banks or savings and loan associations having capital, surplus and
undivided profits (as of the date of its most recently published
annual financial statements) in excess of $100 million (or the
equivalent in the instance of a foreign branch of a U.S. bank) at
the date of investment. Any cash-equivalent investment in foreign
securities will be subject to the limitations on foreign
investments described in the prospectus. The Portfolio also may
purchase short-term corporate notes and obligations rated in the
top two classifications by Moody's or S&P or the equivalent and may
use repurchase agreements with broker-dealers registered under the
Securities Exchange Act of 1934 and with commercial banks. A risk
of a repurchase agreement is that if the seller seeks the
protection of the bankruptcy laws, the Portfolio's ability to
liquidate the security involved could be impaired.

The Portfolio may invest in foreign securities included in the S&P
500 that are traded in the form of American Depository Receipts
(ADRs). ADRs are receipts typically issued by a U.S. bank or trust
company evidencing ownership of the underlying securities of
foreign issuers. Generally, ADRs, in registered form, are
denominated in U.S. dollars and are designed for use in the U.S.
securities market. Thus, these securities are not denominated in
the same currency as the securities into which they may be
converted. ADRs are considered to be foreign investments and thus
subject to the risks and investment limitation set forth under
"Foreign investments" in Part A.

Investment Policies applicable to Growth Portfolio:

'Make cash loans if the total commitment amount exceeds 5% of the
Portfolio's total assets.

'Concentrate in any one industry. According to the present
interpretation by the Securities and Exchange Commission (SEC),
this means no more than 25% of the Portfolio's total assets, based <PAGE>
PAGE 16
on current market value at time of purchase, can be invested in any
one industry.

'Purchase more than 10% of the outstanding voting securities of an
issuer.

'Buy or sell physical commodities unless acquired as a result of
ownership of securities or other instruments, except this shall not
prevent the Portfolio from buying or selling options and futures
contracts or from investing in securities or other instruments
backed by, or whose value is derived from, physical commodities.

'Make a loan of any part of its assets to American Express
Financial Corporation (the Advisor), to the board members and
officers of the Advisor or to its own board members and officers.

'Purchase securities of an issuer if the board members and officers
of the Fund, the Portfolio and the Advisor hold more than a certain
percentage of the issuer's outstanding securities. If the holdings
of all board members and officers of the Fund, the Portfolio and
the Advisor who own more than 0.5% of an issuer's securities are
added together, and if in total they own more than 5%, the
Portfolio will not purchase securities of that issuer.

'Lend Portfolio securities in excess of 30% of its net assets. The
current policy of the Portfolio's board is to make these loans,
either long- or short-term, to broker-dealers. In making such
loans, the Portfolio gets the market price in cash, U.S. government
securities, letters of credit or such other collateral as may be
permitted by regulatory agencies and approved by the board. If the
market price of the loaned securities goes up, the Portfolio will
get additional collateral on a daily basis. The risks are that the
borrower may not provide additional collateral when required or
return the securities when due. During the existence of the loan,
the Portfolio receives cash payments equivalent to all interest or
other distributions paid on the loaned securities. A loan will not
be made unless the Advisor believes the opportunity for additional
income outweighs the risks.

The policies below are non-fundamental and may be changed without
unitholder approval. Unless changed by the board, the Portfolio
will not:
<PAGE>
PAGE 17
'Buy on margin or sell short, but it may make margin payments in
connection with transactions in stock index futures contracts.

'Pledge or mortgage its assets beyond 15% of total assets. If the
Portfolio were ever to do so, valuation of the pledged or mortgaged
assets would be based on market values. For purposes of this
restriction, collateral arrangements for margin deposits on futures
contracts are not deemed to be a pledge of assets.

'Invest more than 5% of its total assets in securities of
companies, including any predecessors, that have a record of less
than three years continuous operations.

'Invest more than 10% of its assets in securities of investment
companies. Under one state's law, the Portfolio is limited to
investments in the open market where no commission or profit to a
sponsor or dealer results from the purchase other than the
customary broker's commission, or when the purchase is part of a
plan or merger, consolidation, reorganization or acquisition. The
Portfolio has no current intention to invest in securities of other
investment companies.

'Invest in a company to control or manage it.

'Invest in exploration or development programs, such as oil, gas or
mineral leases.

'Invest more than 10% of its net assets in securities and
derivative instruments that are illiquid. For purposes of this
policy illiquid securities include some privately placed
securities, public securities and Rule 144A securities that for one
reason or another may no longer have a readily available market,
repurchase agreements with maturities greater than seven days, non-
negotiable fixed-time deposits and over-the-counter options.

In determining the liquidity of Rule 144A securities, which are
unregistered securities offered to qualified institutional buyers,
and interest-only and principal-only fixed mortgage-backed
securities (IOs and POs) issued by the U.S. government or its
agencies and instrumentalities, the Advisor, under guidelines
established by the board, will consider any relevant factors
including the frequency of trades, the number of dealers willing to
purchase or sell the security and the nature of marketplace trades.

In determining the liquidity of commercial paper issued in
transactions not involving a public offering under Section 4(2) of
the Securities Act of 1933, the Advisor, under guidelines
established by the board, will evaluate relevant factors such as
the issuer and the size and nature of its commercial paper
programs, the willingness and ability of the issuer or dealer to
repurchase the paper, and the nature of the clearance and
settlement procedures for the paper.
<PAGE>
PAGE 18
The Portfolio may make contracts to purchase securities for a fixed
price at a future date beyond normal settlement time (when-issued
securities or forward commitments). Under normal market
conditions, the Portfolio does not intend to commit more than 5% of
its total assets to these practices. The Portfolio does not pay
for the securities or receive dividends or interest on them until
the contractual settlement date. The Portfolio will designate cash
or liquid high-grade debt securities at least equal in value to its
commitments to purchase the securities. When-issued securities or
forward commitments are subject to market fluctuations and they may
affect the Portfolio's total assets the same as owned securities.

The Portfolio may maintain a portion of its assets in cash and
cash-equivalent investments. The cash-equivalent investments the
Portfolio may use are short-term U.S. and Canadian government
securities and negotiable certificates of deposit, non-negotiable
fixed-time deposits, bankers' acceptances and letters of credit of
banks or savings and loan associations having capital, surplus and
undivided profits (as of the date of its most recently published
annual financial statements) in excess of $100 million (or the
equivalent in the instance of a foreign branch of a U.S. bank) at
the date of investment. Any cash-equivalent investments in foreign
securities will be subject to the limitations on foreign
investments described in the prospectus. The Portfolio also may
purchase short-term corporate notes and obligations rated in the
top two classifications by Moody's Investors Service, Inc.
(Moody's) or Standard & Poor's Corporation (S&P) or the equivalent
and may use repurchase agreements with broker-dealers registered
under the Securities Exchange Act of 1934 and with commercial
banks. A risk of a repurchase agreement is that if the seller
seeks the protection of the bankruptcy laws, the Portfolio's
ability to liquidate the security involved could be impaired.

The Portfolio may invest in foreign securities that are traded in
the form of American Depository Receipts (ADRs). ADRs are receipts
typically issued by a U.S. bank or trust company evidencing
ownership of the underlying securities of foreign issuers.
Generally, ADRs, in registered form, are denominated in U.S.
dollars and are designed for use in the U.S. securities market.
Thus, these securities are not denominated in the same currency as
the securities into which they may be converted. ADRs are
considered to be foreign investments and thus subject to the risks
and investment limitation set forth under "Foreign investments" in
Part A.

Investment Policies applicable to Growth Trends Portfolio:

'Act as an underwriter (sell securities for others). However,
under the securities laws, the Portfolio may be deemed to be an
underwriter when it purchases securities directly from the issuer
and later resells them.
<PAGE>
PAGE 19
'Borrow money or property, except as a temporary measure for
extraordinary or emergency purposes, in an amount not exceeding
one-third of the market value of its total assets (including
borrowings) less liabilities (other than borrowings) immediately
after the borrowing. The Portfolio has not borrowed in the past
and has no present intention to borrow.

'Make cash loans if the total commitment amount exceeds 5% of the
Portfolio's total assets.

'Concentrate in any one industry. According to the present
interpretation by the SEC, this means no more than 25% of the
Portfolio's total assets, based on current market value at time of
purchase, can be invested in any one industry.

'Purchase more than 10% of the outstanding voting securities of an
issuer.

'Make a loan of any part of its assets to the Advisor, to the board
members and officers of the Advisor or to its own board members and
officers.

'Lend Portfolio securities in excess of 30% of its net assets. The
current policy of the Portfolio's board is to make these loans,
either long- or short-term, to broker-dealers. In making such
loans, the Portfolio gets the market price in cash, U.S. government
securities, letters of credit or such other collateral as may be
permitted by regulatory agencies and approved by the board. If the
market price of the loaned securities goes up, the Portfolio will <PAGE>
PAGE 20
get additional collateral on a daily basis. The risks are that the
borrower may not provide additional collateral when required or
return the securities when due. During the existence of the loan,
the Portfolio receives cash payments equivalent to all interest or
other distributions paid on the loaned securities. A loan will not
be made unless the Advisor believes the opportunity for additional
income outweighs the risks.

The policies below are non-fundamental and may be changed without
unitholder approval. Unless changed by the board, the Portfolio
will not:

'Buy on margin or sell short, but it may make margin payments in
connection with transactions in stock index futures contracts.

'Pledge or mortgage its assets beyond 15% of total assets. If the
Portfolio were ever to do so, valuation of the pledged or mortgaged
assets would be based on market values. For purposes of this
restriction, collateral arrangements for margin deposits on futures
contracts are not deemed to be a pledge of assets.

'Invest more than 5% of its total assets in securities of
companies, including any predecessors, that have a record of less
than three years continuous operations.

'Invest more than 10% of its total assets in securities of
investment companies. Under one state's law, the Portfolio is
limited to investments in the open market where no commission or
profit to a sponsor or dealer results from the purchase other than
the customary broker's commission, or when the purchase is part of
a plan or merger, consolidation, reorganization or acquisition.
The Portfolio has no current intention to invest in securities of
other investment companies.

'Invest in a company to control or manage it.

'Invest in exploration or development programs, such as oil, gas or
mineral leases.

In determining the liquidity of Rule 144A securities, which are
unregistered securities offered to qualified institutional buyers,
and interest-only and principal-only fixed mortgage-backed
securities (IOs and POs) issued by the U.S. government or its
agencies and instrumentalities, the Advisor, under guidelines
established by the board, will consider any relevant factors <PAGE>
PAGE 21
including the frequency of trades, the number of dealers willing to
purchase or sell the security and the nature of marketplace trades.

The Portfolio may make contracts to purchase securities for a fixed
price at a future date beyond normal settlement time (when-issued
securities or forward commitments). Under normal market
conditions, the Portfolio does not intend to commit more than 5% of
its total assets to these practices. The Portfolio does not pay
for the securities or receive dividends or interest on them until
the contractual settlement date. The Portfolio will designate cash
or liquid high-grade debt securities at least equal in value to its
commitments to purchase the securities. When-issued securities or
forward commitments are subject to market fluctuations and they may
affect the Portfolio's total assets the same as owned securities.

The Portfolio may maintain a portion of its assets in cash and
cash-equivalent investments. The cash-equivalent investments the
Portfolio may use are short-term U.S. and Canadian government
securities and negotiable certificates of deposit, non-negotiable
fixed-time deposits, bankers' acceptances and letters of credit of
banks or savings and loan associations having capital, surplus and
undivided profits (as of the date of its most recently published
annual financial statements) in excess of $100 million (or the
equivalent in the instance of a foreign branch of a U.S. bank) at
the date of investment. Any cash-equivalent investments in foreign
securities will be subject to the limitations on foreign
investments described in the prospectus. The Portfolio also may
purchase short-term corporate notes and obligations rated in the
top two classifications by Moody's or S&P or the equivalent and may
use repurchase agreements with broker-dealers registered under the
Securities Exchange Act of 1934 and with commercial banks. A risk
of a repurchase agreement is that if the seller seeks the
protection of the bankruptcy laws, the Portfolio's ability to
liquidate the security involved could be impaired.

For a discussion of bond ratings, foreign currency transactions,
options and stock index futures contracts and mortgage-backed <PAGE>
PAGE 22
securities, see descriptions below.

DESCRIPTION OF BOND RATINGS

These ratings concern the quality of the issuing corporation. They
are not an opinion of the market value of the security. Such
ratings are opinions on whether the principal and interest will be
repaid when due. A security's rating may change which could affect
its price.

Ratings by Moody's Investors Service, Inc. are Aaa, Aa, A, Baa, Ba,
B, Caa, Ca and C.

Bonds rated:

Aaa are judged to be of the best quality. They carry the smallest
degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as
can be visualized are most unlikely to impair the fundamentally
strong position of such issues.

Aa are judged to be of high quality by all standards. Together
with the Aaa group they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risk
appear somewhat larger than the Aaa securities.

A possess many favorable investment attributes and are to be
considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to
impairment some time in the future.

Baa are considered as medium-grade obligations (i.e., they are
neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well.

Ba are judged to have speculative elements; their future cannot be
considered as well-assured. Often the protection of interest and
principal payments may be very moderate, and thereby not well
safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be
small.
<PAGE>
PAGE 23
Caa are of poor standing. Such issues may be in default or there
may be present elements of danger with respect to principal or
interest.

Ca represent obligations which are speculative in a high degree.
Such issues are often in default or have other marked shortcomings.

C are the lowest rated class of bonds, and issues so rated can be
regarded as having extremely poor prospects of ever attaining any
real investment standing.

Ratings by Standard & Poor's Corporation are AAA, AA, A, BBB, BB,
B, CCC, CC, C and D.

AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

AA has a very strong capacity to pay interest and repay principal
and differs from the highest rated issues only in small degree.

A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in
higher-rated categories.

BBB is regarded as having adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and
repay principal for debt in this category than in higher-rated
categories.

BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties
or exposure to adverse business, financial, or economic conditions
which could lead to inadequate capacity to meet timely interest and
principal payments. The BB rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied
BBB- rating.

B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely
impair capacity or willingness to pay interest and repay principal.
The B rating category is also used for debt subordinated to senior
debt that is assigned an actual or implied BB or BB- rating.

CCC has a currently identifiable vulnerability to default, and is
dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of
principal. In the event of adverse business, financial, or
economic conditions, it is not likely to have the capacity to pay
interest and repay principal. The CCC rating category is also used
for debt subordinated to senior debt that is assigned an actual or
implied B or B- rating.
<PAGE>
PAGE 24
CC typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC rating.

C typically is applied to debt subordinated to senior debt that is
assigned an actual or implied CCC- rating. The C rating may be
used to cover a situation where a bankruptcy petition has been
filed, but debt service payments are continued.

D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the due
date, even if the applicable grace period has not expired, unless
S&P believes that such payments will be made during such grace
period. The D rating also will be used upon the filing of a
bankruptcy petition if debt service payments are jeopardized.

Non-rated securities will be considered for investment when they
possess a risk comparable to that of rated securities consistent
with the Portfolio's objectives and policies. When assessing the
risk involved in each non-rated security, the Portfolio will
consider the financial condition of the issuer or the protection
afforded by the terms of the security.

FOREIGN CURRENCY TRANSACTIONS

Since investments in foreign countries usually involve currencies
of foreign countries, and since a Portfolio may hold cash and cash-
equivalent investments in foreign currencies, the value of a
Portfolio's assets as measured in U.S. dollars may be affected
favorably or unfavorably by changes in currency exchange rates and
exchange control regulations. Also, a Portfolio may incur costs in
connection with conversions between various currencies.

Spot Rates and Forward Contracts. A Portfolio conducts its foreign
currency exchange transactions either at the spot (cash) rate
prevailing in the foreign currency exchange market or by entering
into forward currency exchange contracts (forward contracts) as a
hedge against fluctuations in future foreign exchange rates. A
forward contract involves an obligation to buy or sell a specific
currency at a future date, which may be any fixed number of days
from the contract date, at a price set at the time of the contract.
These contracts are traded in the interbank market conducted
directly between currency traders (usually large commercial banks)
and their customers. A forward contract generally has no deposit
requirements. No commissions are charged at any stage for trades.

A Portfolio may enter into forward contracts to settle a security
transaction or handle dividend and interest collection. When a
Portfolio enters into a contract for the purchase or sale of a
security denominated in a foreign currency or has been notified of
a dividend or interest payment, it may desire to lock in the price
of the security or the amount of the payment in dollars. By
entering into a forward contract, a Portfolio will be able to
protect itself against a possible loss resulting from an adverse
change in the relationship between different currencies from the
date the security is purchased or sold to the date on which payment
is made or received or when the dividend or interest is actually
received.<PAGE>
PAGE 25
A Portfolio also may enter into forward contracts when management
of a Portfolio believes the currency of a particular foreign
country may suffer a substantial decline against another currency.
It may enter into a forward contract to sell, for a fixed amount of
dollars, the amount of foreign currency approximating the value of
some or all securities denominated in such foreign currency. The
precise matching of forward contract amounts and the value of
securities involved generally will not be possible since the future
value of such securities in foreign currencies more than likely
will change between the date the forward contract is entered into
and the date it matures. The projection of short-term currency
market movements is extremely difficult and successful execution of
a short-term hedging strategy is highly uncertain. A Portfolio
will not enter into such forward contracts or maintain a net
exposure to such contracts when consummating the contracts
would obligate a Portfolio to deliver an amount of foreign currency
in excess of the value of securities or other assets denominated in
that currency.

A Portfolio will designate cash or securities in an amount equal to
the value of a Portfolio's total assets committed to consummating
forward contracts entered into under the second circumstance set
forth above. If the value of the securities declines, additional
cash or securities will be designated on a daily basis so that the
value of the cash or securities will equal the amount of a
Portfolio's commitments on such contracts.

At maturity of a forward contract, a Portfolio may either sell the
security and make delivery of the foreign currency or retain the
security and terminate its contractual obligation to deliver the
foreign currency by purchasing an offsetting contract with the same
currency trader obligating it to buy, on the same maturity date,
the same amount of foreign currency.

If a Portfolio retains a security and engages in an offsetting
transaction, a Portfolio will incur a gain or a loss (as described
below) to the extent there has been movement in forward contract
prices. If a Portfolio engages in an offsetting transaction, it
may subsequently enter into a new forward contract to sell the
foreign currency. Should forward prices decline between the date a
Portfolio enters into a forward contract for selling foreign
currency and the date it enters into an offsetting contract for
purchasing the foreign currency, a Portfolio will realize a gain to
the extent that the price of the currency it has agreed to sell
exceeds the price of the currency it has agreed to buy. Should
forward prices increase, a Portfolio will suffer a loss to the
extent the price of the currency it has agreed to buy exceeds the
price of the currency it has agreed to sell.

It is impossible to forecast what the market value of portfolio
securities will be at the expiration of a contract. Accordingly,
it may be necessary for a Portfolio to buy additional foreign
currency on the spot market (and bear the expense of such purchase)
if the market value of the security is less than the amount of
foreign currency a Portfolio is obligated to deliver and a decision
is made to sell the security and make delivery of the foreign
currency. Conversely, it may be necessary to sell on the spot
market some of the foreign currency received on the sale of the <PAGE>
PAGE 26
security if its market value exceeds the amount of foreign currency
a Portfolio is obligated to deliver.

A Portfolio's dealing in forward contracts will be limited to the
transactions described above. This method of protecting the value
of securities against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities.

It simply establishes a rate of exchange that can be achieved at
some point in time. Although such forward contracts tend to
minimize the risk of loss due to a decline in value of hedged
currency, they tend to limit any potential gain that might result
should the value of such currency increase.

Although a Portfolio values its assets each business day in terms
of U.S. dollars, it does not intend to convert its foreign
currencies into U.S. dollars on a daily basis. It will do so from
time to time, and unitholders should be aware of currency
conversion costs. Although foreign exchange dealers do not charge
a fee for conversion, they do realize a profit based on the
difference (spread) between the prices at which they are buying and
selling various currencies. Thus, a dealer may offer to sell a
foreign currency to a Portfolio at one rate, while offering a
lesser rate of exchange should the Portfolio desire to resell that
currency to the dealer.

Options on Foreign Currencies. A Portfolio may buy put and write
covered call options on foreign currencies for hedging purposes.
For example, a decline in the dollar value of a foreign currency in
which securities are denominated will reduce the dollar value of
such securities, even if their value in the foreign currency
remains constant. In order to protect against such diminutions in
the value of securities, a Portfolio may buy put options on the
foreign currency. If the value of the currency does decline, a
Portfolio will have the right to sell such currency for a fixed
amount in dollars and will thereby offset, in whole or in part, the
adverse effect on a Portfolio which otherwise would have resulted.

As in the case of other types of options, however, the benefit to a
Portfolio derived from purchases of foreign currency options will
be reduced by the amount of the premium and related transaction
costs. In addition, where currency exchange rates do not move in
the direction or to the extent anticipated, a Portfolio could
sustain losses on transactions in foreign currency options which
would require it to forego a portion or all of the benefits of
advantageous changes in such rates.

A Portfolio may write options on foreign currencies for the same
types of hedging purposes. For example, when a Portfolio
anticipates a decline in the dollar value of foreign-denominated
securities due to adverse fluctuations in exchange rates, it could,
instead of purchasing a put option, write a call option on the
relevant currency. If the expected decline occurs, the option will
most likely not be exercised and the diminution in value of
securities will be fully or partially offset by the amount of the
premium received.
<PAGE>
PAGE 27
As in the case of other types of options, however, the writing of a
foreign currency option will constitute only a partial hedge up to
the amount of the premium, and only if rates move in the expected
direction. If this does not occur, the option may be exercised and
a Portfolio would be required to buy or sell the underlying
currency at a loss which may not be offset by the amount of the
premium. Through the writing of options on foreign currencies, a
Portfolio also may be required to forego all or a portion of the
benefits which might otherwise have been obtained from favorable
movements on exchange rates.

All options written on foreign currencies will be covered. An
option written on foreign currencies is covered if a Portfolio
holds currency sufficient to cover the option or has an absolute
and immediate right to acquire that currency without additional
cash consideration upon conversion of assets denominated in that
currency or exchange of other currency held in a Portfolio. An
option writer could lose amounts substantially in excess of its
initial investments, due to the margin and collateral requirements
associated with such positions.

Options on foreign currencies are traded through financial
institutions acting as market-makers, although foreign currency
options also are traded on certain national securities exchanges,
such as the Philadelphia Stock Exchange and the Chicago Board
Options Exchange, subject to SEC regulation. In an over-the-
counter trading environment, many of the protections afforded to
exchange participants will not be available. For example, there
are no daily price fluctuation limits, and adverse market movements
could therefore continue to an unlimited extent over a period of
time. Although the purchaser of an option cannot lose more than
the amount of the premium plus related transaction costs, this
entire amount could be lost.

Foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the Options
Clearing Corporation (OCC), thereby reducing the risk of
counterparty default. Further, a liquid secondary market in
options traded on a national securities exchange may be more
readily available than in the over-the-counter market, potentially
permitting a Portfolio to liquidate open positions at a profit
prior to exercise or expiration, or to limit losses in the event of
adverse market movements.

The purchase and sale of exchange-traded foreign currency options,
however, is subject to the risks of availability of a liquid
secondary market described above, as well as the risks regarding
adverse market movements, margining of options written, the nature
of the foreign currency market, possible intervention by
governmental authorities and the effects of other political and
economic events. In addition, exchange-traded options on foreign
currencies involve certain risks not presented by the over-the-
counter market. For example, exercise and settlement of such
options must be made exclusively through the OCC, which has
established banking relationships in certain foreign countries for
the purpose. As a result, the OCC may, if it determines that
foreign governmental restrictions or taxes would prevent the
orderly settlement of foreign currency option exercises, or would <PAGE>
PAGE 28
result in undue burdens on OCC or its clearing member, impose
special procedures on exercise and settlement, such as technical
changes in the mechanics of delivery of currency, the fixing of
dollar settlement prices or prohibitions on exercise.

Foreign Currency Futures and Related Options. A Portfolio may
enter into currency futures contracts to sell currencies. It also
may buy put options and write covered call options on currency
futures. Currency futures contracts are similar to currency
forward contracts, except that they are traded on exchanges (and
have margin requirements) and are standardized as to contract size
and delivery date. Most currency futures call for payment of
delivery in U.S. dollars. A Portfolio may use currency futures for
the same purposes as currency forward contracts, subject to
Commodity Futures Trading Commission (CFTC) limitations. All
futures contracts are aggregated for purposes of the percentage
limitations.

Currency futures and options on futures values can be expected to
correlate with exchange rates, but will not reflect other factors
that may affect the values of a Portfolio's investments. A
currency hedge, for example, should protect a Yen-denominated bond
against a decline in the Yen, but will not protect a Portfolio
against price decline if the issuer's creditworthiness
deteriorates. Because the value of a Portfolio's investments
denominated in foreign currency will change in response to many
factors other than exchange rates, it may not be possible to match
the amount of a forward contract to the value of a Portfolio's
investments denominated in that currency over time.

A Portfolio will hold securities or other options or futures
positions whose values are expected to offset its obligations. A
Portfolio will not enter into an option or futures position that
exposes a Portfolio to an obligation to another party unless it
owns either (i) an offsetting position in securities or (ii) cash,
receivables and short-term debt securities with a value sufficient
to cover its potential obligations.

OPTIONS AND STOCK INDEX FUTURES CONTRACTS

A Portfolio may buy or write options traded on any U.S. or foreign
exchange or in the over-the-counter market. A Portfolio may enter
into stock index futures contracts traded on any U.S. or foreign
exchange. A Portfolio also may buy or write put and call options
on these futures and on stock indexes. Options in the over-the-
counter market will be purchased only when the Advisor believes a
liquid secondary market exists for the options and only from
dealers and institutions the Advisor believes present a minimal
credit risk. Some options are exercisable only on a specific date.
In that case, or if a liquid secondary market does not exist, a
Portfolio could be required to buy or sell securities at
disadvantageous prices, thereby incurring losses.

OPTIONS. An option is a contract. A person who buys a call option
for a security has the right to buy the security at a set price for
the length of the contract. A person who sells a call option is
called a writer. The writer of a call option agrees to sell the <PAGE>
PAGE 29
security at the set price when the buyer wants to exercise the
option, no matter what the market price of the security is at that
time. A person who buys a put option has the right to sell a
security at a set price for the length of the contract. A person
who writes a put option agrees to buy the security at the set price
if the purchaser wants to exercise the option, no matter what the
market price of the security is at that time. An option is covered
if the writer owns the security (in the case of a call) or sets
aside the cash or securities of equivalent value (in the case of a
put) that would be required upon exercise.

The price paid by the buyer for an option is called a premium. In
addition the buyer generally pays a broker a commission. The
writer receives a premium, less another commission, at the time the
option is written. The cash received is retained by the writer
whether or not the option is exercised. A writer of a call option
may have to sell the security for a below-market price if the
market price rises above the exercise price. A writer of a put
option may have to pay an above-market price for the security if
its market price decreases below the exercise price. The risk of
the writer is potentially unlimited, unless the option is covered.

Options can be used to produce incremental earnings, protect gains
and facilitate buying and selling securities for investment
purposes. The use of options may benefit a Portfolio and its
unitholders by improving a Portfolio's liquidity and by helping to
stabilize the value of its net assets.

Buying options. Put and call options may be used as a trading
technique to facilitate buying and selling securities for
investment reasons. Options are used as a trading technique to
take advantage of any disparity between the price of the underlying
security in the securities market and its price on the options
market. It is anticipated the trading technique will be utilized
only to effect a transaction when the price of the security plus
the option price will be as good or better than the price at which
the security could be bought or sold directly. When the option is
purchased, a Portfolio pays a premium and a commission. It then
pays a second commission on the purchase or sale of the underlying
security when the option is exercised. For record keeping and tax
purposes, the price obtained on the purchase of the underlying
security will be the combination of the exercise price, the premium
and both commissions. When using options as a trading technique,
commissions on the option will be set as if only the underlying
securities were traded.

Put and call options also may be held by a Portfolio for investment
purposes. Options permit a Portfolio to experience the change in
the value of a security with a relatively small initial cash
investment.

The risk a Portfolio assumes when it buys an option is the loss of
the premium. To be beneficial to a Portfolio, the price of the
underlying security must change within the time set by the option
contract. Furthermore, the change must be sufficient to cover the
premium paid, the commissions paid both in the acquisition of the
option and in a closing transaction or in the exercise of the
option and sale (in the case of a call) or purchase (in the case <PAGE>
PAGE 30
of a put) of the underlying security. Even then the price change
in the underlying security does not ensure a profit since prices in
the option market may not reflect such a change.

Writing covered options. A Portfolio will write covered options
when it feels it is appropriate and will follow these guidelines:

'All options written by a Portfolio will be covered. For covered
call options if a decision is made to sell the security, a
Portfolio will attempt to terminate the option contract through a
closing purchase transaction.

'A Portfolio will deal only in standard option contracts traded on
national securities exchanges or those that may be quoted on NASDAQ
(a system of price quotations developed by the National Association
of Securities Dealers, Inc.).

'A Portfolio will write options only as permitted under federal or
state laws or regulations, such as those that limit the amount of
total assets subject to the options. While no limit has been set
by a Portfolio, it will conform to the requirements of those
states. For example, California limits the writing of options to
50% of the assets of a Portfolio.

Net premiums on call options closed or premiums on expired call
options are treated as short-term capital gains. Since a Portfolio
is taxed as a regulated investment company under the Internal
Revenue Code, any gains on options and other securities held less
than three months must be limited to less than 30% of its annual
gross income.

If a covered call option is exercised, the security is sold by a
Portfolio. The premium received upon writing the option is added
to the proceeds received from the sale of the security. A
Portfolio will recognize a capital gain or loss based upon the
difference between the proceeds and the security's basis. Premiums
received from writing outstanding call options are included as a
deferred credit in the Statement of Assets and Liabilities and
adjusted daily to the current market value.

Options are valued at the close of the New York Stock Exchange. An
option listed on a national exchange, CBOE or NASDAQ will be valued
at the last-quoted sales price or, if such a price is not readily
available, at the mean of the last bid and asked prices.

STOCK INDEX FUTURES CONTRACTS. Stock index futures contracts are
commodity contracts listed on commodity exchanges. They currently
include contracts on the Standard & Poor's 500 Stock Index (S&P 500
Index) and other broad stock market indexes such as the New York
Stock Exchange Composite Stock Index and the Value Line Composite
Stock Index, as well as narrower sub-indexes such as the S&P 100
Energy Stock Index and the New York Stock Exchange Utilities Stock
Index. A stock index assigns relative values to common stocks
included in the index and the index fluctuates with the value of
the common stocks so included.
<PAGE>
PAGE 31
A futures contract is a legal agreement between a buyer or seller
and the clearinghouse of a futures exchange in which the parties
agree to make a cash settlement on a specified future date in an
amount determined by the stock index on the last trading day of the
contract. The amount is a specified dollar amount (usually $100 or
$500) multiplied by the difference between the index value on the
last trading day and the value on the day the contract was struck.

For example, the S&P 500 Index consists of 500 selected common
stocks, most of which are listed on the New York Stock Exchange.
The S&P 500 Index assigns relative weightings to the common stocks
included in the Index, and the Index fluctuates with changes in the
market values of those stocks. In the case of S&P 500 Index
futures contracts, the specified multiple is $500. Thus, if the
value of the S&P 500 Index were 150, the value of one contract
would be $75,000 (150 x $500). Unlike other futures contracts, a
stock index futures contract specifies that no delivery of the
actual stocks making up the index will take place. Instead,
settlement in cash must occur upon the termination of the contract.
For example, excluding any transaction costs, if a Portfolio enters
into one futures contract to buy the S&P 500 Index at a specified
future date at a contract value of 150 and the S&P 500 Index is at
154 on that future date, a Portfolio will gain $500 x (154-150) or
$2,000. If a Portfolio enters into one futures contract to sell
the S&P 500 Index at a specified future date at a contract value of
150 and the S&P 500 Index is at 152 on that future date, a
Portfolio will lose $500 x (152-150) or $1,000.

Unlike the purchase or sale of an equity security, no price would
be paid or received by a Portfolio upon entering into futures
contracts. However, a Portfolio would be required to deposit with
its custodian, in a segregated account in the name of the futures
broker, an amount of cash or U.S. Treasury bills equal to
approximately 5% of the contract value. This amount is known as
initial margin. The nature of initial margin in futures
transactions is different from that of margin in security
transactions in that futures contract margin does not involve
borrowing funds by a Portfolio to finance the transactions.
Rather, the initial margin is in the nature of a performance bond
or good-faith deposit on the contract that is returned to a
Portfolio upon termination of the contract, assuming all
contractual obligations have been satisfied.

Subsequent payments, called variation margin, to and from the
broker would be made on a daily basis as the price of the
underlying stock index fluctuates, making the long and short
positions in the contract more or less valuable, a process known as
marking to market. For example, when a Portfolio enters into a
contract in which it benefits from a rise in the value of an index
and the price of the underlying stock index has risen, a Portfolio
will receive from the broker a variation margin payment equal to
that increase in value. Conversely, if the price of the underlying
stock index declines, a Portfolio would be required to make a
variation margin payment to the broker equal to the decline in
value.

How a Portfolio Would Use Stock Index Futures Contracts. A
Portfolio intends to use stock index futures contracts and related <PAGE>
PAGE 32
options for hedging and not for speculation. Hedging permits a
Portfolio to gain rapid exposure to or protect itself from changes
in the market. For example, a Portfolio may find itself with a
high cash position at the beginning of a market rally.
Conventional procedures of purchasing a number of individual issues
entail the lapse of time and the possibility of missing a
significant market movement. By using futures contracts, a
Portfolio can obtain immediate exposure to the market and benefit
from the beginning stages of a rally. The buying program can then
proceed and once it is completed (or as it proceeds), the contracts
can be closed. Conversely, in the early stages of a market
decline, market exposure can be promptly offset by entering into
stock index futures contracts to sell units of an index and
individual stocks can be sold over a longer period under cover of
the resulting short contract position.

A Portfolio may enter into contracts with respect to any stock
index or sub-index. To hedge a Portfolio successfully, however, a
Portfolio must enter into contracts with respect to indexes or sub-
indexes whose movements will have a significant correlation with
movements in the prices of securities.

Special Risks of Transactions in Stock Index Futures Contracts.

1. Liquidity. A Portfolio may elect to close some or all of its
contracts prior to expiration. The purpose of making such a move
would be to reduce or eliminate the hedge position held by a
Portfolio. A Portfolio may close its positions by taking opposite
positions. Final determinations of variation margin are then made,
additional cash as required is paid by or to a Portfolio, and a
Portfolio realizes a gain or a loss.

Positions in stock index futures contracts may be closed only on an
exchange or board of trade providing a secondary market for such
futures contracts. For example, futures contracts transactions can
currently be entered into with respect to the S&P 500 Stock Index
on the Chicago Mercantile Exchange, the New York Stock Exchange
Composite Stock Index on the New York Futures Exchange and the
Value Line Composite Stock Index on the Kansas City Board of Trade.

Although a Portfolio intends to enter into futures contracts only
on exchanges or boards of trade where there appears to be an active
secondary market, there is no assurance that a liquid secondary
market will exist for any particular contract at any particular
time. In such event, it may not be possible to close a futures
contract position, and in the event of adverse price movements, a
Portfolio would have to make daily cash payments of variation
margin. Such price movements, however, will be offset all or in
part by the price movements of the securities subject to the hedge.
Of course, there is no guarantee the price of the securities will
correlate with the price movements in the futures contract and thus
provide an offset to losses on a futures contract.

2. Hedging Risks. There are several risks in using stock index
futures contracts as a hedging device. One risk arises because the
prices of futures contracts may not correlate perfectly with
movements in the underlying stock index due to certain market
distortions. First, all participants in the futures market are <PAGE>
PAGE 33
subject to initial margin and variation margin requirements. Rather
than making additional variation margin payments, investors may
close the contracts through offsetting transactions which could
distort the normal relationship between the index and futures
markets. Second, the margin requirements in the futures market are
lower than margin requirements in the securities market, and as a
result the futures market may attract more speculators than does
the securities market. Increased participation by speculators in
the futures market also may cause temporary price distortions.
Because of price distortion in the futures market and because of
imperfect correlation between movements in stock indexes and
movements in prices of futures contracts, even a correct forecast
of general market trends may not result in a successful hedging
transaction over a short period.

Another risk arises because of imperfect correlation between
movements in the value of the futures contracts and movements in
the value of securities subject to the hedge. If this occurred, a
Portfolio could lose money on the contracts and also experience a
decline in the value of its securities. While this could occur,
the Advisor believes that over time the value of a portfolio's will
tend to move in the same direction as the market indexes and will
attempt to reduce this risk, to the extent possible, by entering
into futures contracts on indexes whose movements it believes will
have a significant correlation with movements in the value of
securities sought to be hedged. It also is possible that if a
Portfolio has hedged against a decline in the value of the stocks
held in its Portfolio and stock prices increase instead, a
Portfolio will lose part or all of the benefit of the increased
value of its stock which it has hedged because it will have
offsetting losses in its futures positions. In addition, in such
situations, if a Portfolio has insufficient cash, it may have to
sell securities to meet daily variation margin requirements. Such
sales of securities may be, but will not necessarily be, at
increased prices which reflect the rising market. A Portfolio may
have to sell securities at a time when it may be disadvantageous to
do so.

OPTIONS ON STOCK INDEX FUTURES CONTRACTS. Options on stock index
futures contracts are similar to options on stock except that
options on futures contracts give the purchaser the right, in
return for the premium paid, to assume a position in a stock index
futures contract (a long position if the option is a call and a
short position if the option is a put) at a specified exercise
price at any time during the period of the option. If the option
is closed instead of exercised, the holder of the option receives
an amount that represents the amount by which the market price of
the contract exceeds (in the case of a call) or is less than (in
the case of a put) the exercise price of the option on the futures
contract. If the option does not appreciate in value prior to the
exercise date, a Portfolio will suffer a loss of the premium paid.

OPTIONS ON STOCK INDEXES. Options on stock indexes are securities
traded on national securities exchanges. An option on a stock
index is similar to an option on a futures contract except all
settlements are in cash. A Portfolio exercising a put, for
example, would receive the difference between the exercise price <PAGE>
PAGE 34
and the current index level. Such options would be used in the
same manner as options on futures contracts.

SPECIAL RISKS OF TRANSACTIONS IN OPTIONS ON STOCK INDEX FUTURES
CONTRACTS AND OPTIONS ON STOCK INDEXES. As with options on stocks,
the holder of an option on a futures contract or on a stock index
may terminate a position by selling an option covering the same
contract or index and having the same exercise price and expiration
date. The ability to establish and close out positions on such
options will be subject to the development and maintenance of a
liquid secondary market. A Portfolio will not purchase options
unless the market for such options has developed sufficiently, so
that the risks in connection with options are not greater than the
risks in connection with stock index futures contracts transactions
themselves. Compared to using futures contracts, purchasing
options involves less risk to a Portfolio because the maximum
amount at risk is the premium paid for the options (plus
transaction costs). There may be circumstances, however, when
using an option would result in a greater loss to a Portfolio than
using a futures contract, such as when there is no movement in the
level of the stock index.

TAX TREATMENT. As permitted under federal income tax laws, a
Portfolio intends to identify futures contracts as mixed straddles
and not mark them to market, that is, not treat them as having been
sold at the end of the year at market value. Such an election may
result in a Portfolio being required to defer recognizing losses
incurred by entering into futures contracts and losses on
underlying securities identified as being hedged against.

Federal income tax treatment of gains or losses from transactions
in options on futures contracts and indexes will depend on whether
such option is a section 1256 contract. If the option is a non-
equity option, a Portfolio will either make a 1256(d) election and
treat the option as a mixed straddle or mark to market the option
at fiscal year end and treat the gain/loss as 40% short-term and
60% long-term. Certain provisions of the Internal Revenue Code may
also limit a Portfolio's ability to engage in futures contracts and
related options transactions. For example, at the close of each
quarter of a Portfolio's taxable year, at least 50% of the value of
its assets must consist of cash, government securities and other
securities, subject to certain diversification requirements. Less
than 30% of its gross income must be derived from sales of
securities held less than three months.

The IRS has ruled publicly that an exchange-traded call option is a
security for purposes of the 50%-of-assets test and that its issuer
is the issuer of the underlying security, not the writer of the
option, for purposes of the diversification requirements. In order
to avoid realizing a gain within the three-month period, a
Portfolio may be required to defer closing out a contract beyond
the time when it might otherwise be advantageous to do so. A
Portfolio also may be restricted in purchasing put options for the
purpose of hedging underlying securities because of applying the
short sale holding period rules with respect to such underlying
securities.
<PAGE>
PAGE 35
Accounting for futures contracts will be according to generally
accepted accounting principles. Initial margin deposits will be
recognized as assets due from a broker (a Portfolio's agent in
acquiring the futures position). During the period the futures
contract is open, changes in value of the contract will be
recognized as unrealized gains or losses by marking to market on a
daily basis to reflect the market value of the contract at the end
of each day's trading. Variation margin payments will be made or
received depending upon whether gains or losses are incurred. All
contracts and options will be valued at the last-quoted sales price
on their primary exchange.

MORTGAGE-BACKED SECURITIES

A mortgage pass through certificate is one that represents an
interest in a pool, or group, of mortgage loans assembled by the
Government National Mortgage Association (GNMA), Federal Home Loan
Mortgage Corporation (FHLMC), Federal National Mortgage Association
(FNMA) or non-governmental entities. In pass-through certificates,
both principal and interest payments, including prepayments, are
passed through to the holder of the certificate. Prepayments on
underlying mortgages result in a loss of anticipated interest, and
the actual yield (or total return) to a Portfolio, which is
influenced by both stated interest rates and market conditions, may
be different than the quoted yield on certificates. Some U.S.
government securities may be purchased on a when-issued basis,
which means that it may take as long as 45 days after the purchase
before the securities are delivered to a Portfolio.

Stripped Mortgage-Backed Securities. A Portfolio may invest in
stripped mortgage-backed securities. Generally, there are two
classes of stripped mortgage-backed securities: Interest Only (IO)
and Principal Only (PO). IOs entitle the holder to receive
distributions consisting of all or a portion of the interest on the
underlying pool of mortgage loans or mortgage-backed securities.
POs entitle the holder to receive distributions consisting of all
or a portion of the principal of the underlying pool of mortgage
loans or mortgage-backed securities. The cash flows and yields on
IOs and POs are extremely sensitive to the rate of principal
payments (including prepayments) on the underlying mortgage loans
or mortgage-backed securities. A rapid rate of principal payments
may adversely affect the yield to maturity of IOs. A slow rate of
principal payments may adversely affect the yield to maturity of
POs. On an IO, if prepayments of principal are greater than
anticipated, an investor may incur substantial losses. If
prepayments of principal are slower than anticipated, the yield on
a PO will be affected more severely than would be the case with a
traditional mortgage-backed security.

Mortgage-Backed Security Spread Options. A Portfolio may purchase
mortgage-backed security (MBS) put spread options and write covered
MBS call spread options. MBS spread options are based upon the
changes in the price spread between a specified mortgage-backed
security and a like-duration Treasury security. MBS spread options
are traded in the OTC market and are of short duration, typically
one to two months. A Portfolio would buy or sell covered MBS call
spread options in situations where mortgage-backed securities are <PAGE>
PAGE 36
expected to underperform like-duration Treasury securities.

Portfolio turnover rates:

Aggressive Growth Portfolio does not expect its portfolio turnover
rate to exceed 200% during its initial fiscal period.

1995 1994
Growth Portfolio 30% 56%
Growth Trends Portfolio 54 48

For periods prior to the commencement of operations of Growth
Portfolio and Growth Trends Portfolio, turnover rates are based on
the turnover rates of the corresponding IDS Funds (IDS Growth Fund
and IDS New Dimensions Fund), which transferred all of their assets
to the Portfolios on May 13, 1996. A high turnover rate (in excess
of 100%) results in higher fees and expenses.

Item 14: Management of the Fund

BOARD MEMBERS AND OFFICERS

The following is a list of the Trust's board members and officers,
who, except for Mr. Dudley, are board members and officers of all
five Trusts in the Preferred Master Trust Group and all the funds
in the IDS MUTUAL FUND GROUP. Mr. Dudley is a board member of all
five Trusts in the Preferred Master Trust Group and the 32 publicly
offered funds in the IDS MUTUAL FUND GROUP. All units have
cumulative voting rights with respect to the election of board
members.

Trustees and Officers

Lynne V. Cheney'
Born in 1941
American Enterprise Institute
for Public Policy Research (AEI)
1150 17th St., N.W.
Washington, D.C.

Distinguished Fellow AEI. Former Chair of National Endowment of
the Humanities. Director, The Reader's Digest Association Inc.,
Lockheed-Martin, the Interpublic Group of Companies, Inc.
(advertising), and FPL Group, Inc. (holding company for Florida
Power and Light).

William H. Dudley**
Born in 1932
2900 IDS Tower
Minneapolis, MN

Executive vice president and director of the Advisor.

Robert F. Froehlke+
Born in 1922
1201 Yale Place
Minneapolis, MN
<PAGE>
PAGE 37
Former president of all funds in the IDS MUTUAL FUND GROUP.
Director, the ICI Mutual Insurance Co., Institute for Defense
Analyses, Marshall Erdman and Associates, Inc. (architectural
engineering) and Public Oversight Board of the American Institute
of Certified Public Accountants.

David R. Hubers+**
Born in 1943
2900 IDS Tower
Minneapolis, MN

President, chief executive officer and director of the Advisor.
Previously, senior vice president, finance and chief financial
officer of the Advisor.

Heinz F. Hutter+'
Born in 1929
P.O. Box 2187
Minneapolis, MN

Former president and chief operating officer, Cargill, Incorporated
(commodity merchants and processors).

Anne P. Jones
Born in 1935
5716 Bent Branch Rd.
Bethesda, MD

Attorney and telecommunications consultant. Former partner, law
firm of Sutherland, Asbill & Brennan. Director, Motorola, Inc. and
C-Cor Electronics, Inc.

Melvin R. Laird
Born in 1922
Reader's Digest Association, Inc.
1730 Rhode Island Ave., N.W.
Washington, D.C.

Senior counsellor for national and international affairs, The
Reader's Digest Association, Inc. Former nine-term congressman,
secretary of defense and presidential counsellor. Director, Martin
Marietta Corp., Metropolitan Life Insurance Co., The Reader's
Digest Association, Inc., Science Applications International Corp.,
Wallace Reader's Digest Funds and Public Oversight Board (SEC
Practice Section, American Institute of Certified Public
Accountants).

William R. Pearce+*
Born in 1927
901 S. Marquette Ave.
Minneapolis, MN

President of all Trusts in the Preferred Master Trust Group since
April 1996 and president of all funds in the IDS MUTUAL FUND GROUP
since June 1993. Former vice chairman of the board, Cargill,
Incorporated (commodity merchants and processors).
<PAGE>
PAGE 38
Edson W. Spencer+
Born in 1926
4900 IDS Center
80 S. 8th St.
Minneapolis, MN

President, Spencer Associates Inc. (consulting). Former chairman
of the board and chief executive officer, Honeywell Inc. Director,
Boise Cascade Corporation (forest products). Member of
International Advisory Council of NEC (Japan).

John R. Thomas**
Born in 1937
2900 IDS Tower
Minneapolis, MN

Senior vice president and director of the Advisor.

Wheelock Whitney+
Born in 1926
1900 Foshay Tower
821 Marquette Ave.
Minneapolis, MN

Chairman, Whitney Management Company (manages family assets).

C. Angus Wurtele'
Born in 1934
Valspar Corporation
Suite 1700
Foshay Tower
Minneapolis, MN

Chairman of the board and retired chief executive officer, The
Valspar Corporation (paints). Director, Bemis Corporation
(packaging), Donaldson Company (air cleaners & mufflers) and
General Mills, Inc. (consumer foods).

+ Member of executive committee.
' Member of joint audit committee.
* Interested person of the Trust by reason of being an officer and
employee of the Trust.
**Interested person of the Trust by reason of being an officer,
board member, employee and/or shareholder of the Advisor or
American Express.

The board also has appointed officers who are responsible for day-
to-day business decisions based on policies it has established.

In addition to Mr. Pearce, who is president, the Trust's other
officers are:

Leslie L. Ogg
Born in 1938
901 S. Marquette Ave.
Minneapolis, MN

Vice president, general counsel and secretary of all Trusts in the <PAGE>
PAGE 39
Preferred Master Trust Group and of all funds in the IDS MUTUAL
FUND GROUP.

Officers who also are officers and/or employees of the Advisor.

Peter J. Anderson
Born in 1942
IDS Tower 10
Minneapolis, MN

Vice president-investments of all funds in the IDS MUTUAL FUND
GROUP and of all Trusts in the Preferred Master Trust Group.
Director and senior vice president-investments of the Advisor.

Melinda S. Urion
Born in 1953
IDS Tower 10
Minneapolis, MN

Treasurer of all Trusts in the Preferred Master Trust Group and of
all funds in the IDS MUTUAL FUND GROUP. Director, senior vice
president and chief financial officer of the Advisor. Director and
executive vice president and controller of IDS Life Insurance
Company.

Item 15: Control Persons and Principal Holder of Securities
Not applicable.

Item 16: Investment Advisory and Other Services

AGREEMENTS

Investment Management Services Agreement

The Trust, on behalf of each Portfolio, has an Investment
Management Services Agreement with the Advisor. For its services,
the Advisor is paid a fee from the assets of each Portfolio, based
upon the following schedule:

Aggressive Growth Portfolio Growth Portfolio
Growth Trends Portfolio

Assets Annual rate at Assets Annual Rate at
(billions) each asset level (billions) each asset level
First $0.25 0.650% First $1.0 0.500%
Next 0.25 0.625 Next 1.0 0.575
Next 0.50 0.600 Next 1.0 0.550
Next 1.0 0.575 Next 3.0 0.525
Next 1.0 0.550 Over 6.0 0.500
Next 3.0 0.525
Over 6.0 0.500

The fee is calculated for each calendar day on the basis of net
assets as the close of business two days prior to the day for which
the calculation is made. The management fee is paid monthly.
<PAGE>
PAGE 40
Before the fee based on the asset charge is paid for Growth
Portfolio and Growth Trends Portfolio, it is increased or decreased
based on investment performance compared to an index (the Index).
For Growth Portfolio and Growth Trends Portfolio, the Index is the
Lipper Growth Fund Index. Solely for purposes of calculating the
performance incentive adjustment, the Index is compared to the
performance of Class A shares of a fund that invests in the
portfolio (the comparison fund). For Growth Portfolio and Growth
Trends Portfolio, the comparison funds are IDS Growth Fund and IDS
New Dimensions Fund, respectively. The adjustment, determined
monthly, will be calculated using the percentage point difference
between the change in the net asset value of one share of the
comparison fund and the change in the Index. The performance of
the comparison fund is measured by computing the percentage
difference between the opening and closing net asset value of one
unit, as of the last business day of the period selected for
comparison, adjusted for dividend or capital gain distributions
which are treated as reinvested at the end of the month during
which the distribution was made. The performance of the Index for
the same period is established by measuring the percentage
difference between the beginning and ending Index for the
comparison period. The performance is adjusted for dividend or
capital gain distributions (on the securities which comprise the
Index), which are treated as reinvested at the end of the month
during which the distribution was made. One percentage point will
be subtracted from the calculation to help assure that incentive
adjustments are attributable to the Advisor's management abilities
rather than random fluctuations and the result multiplied by 0.01%.
That number will be multiplied times the Portfolio's average net
assets for the comparison period and then divided by the number of
months in the comparison period to determine the monthly
adjustment.

Where the comparison fund's performance exceeds that of the Index,
the base fee will be increased. Where the performance of the Index
exceeds the performance of the comparison fund, the base fee will
be decreased. The maximum monthly increase or decrease will be
0.12% of average net assets on an annual basis.

Under the Agreement, a Portfolio also pays taxes, brokerage
commissions and nonadvisory expenses, which include custodian fees;
audit and certain legal fees; fidelity bond premiums; registration
fees for units; Portfolio office expenses; consultants' fees;
compensation of board members, officers and employees; corporate
filing fees; organizational expenses; expenses incurred in
connection with lending portfolio securities; and expenses properly
payable by the Portfolios, approved by the board.

Transfer Agency and Administration Agreement

The Trust, on behalf of each Portfolio, has a Transfer Agency and
Administration Agreement with the Advisor. This agreement governs
the responsibility for administering and/or performing transfer
agent functions, for acting as service agent in connection with
dividend and distribution functions, and for performing unitholder
account administration agent functions in connection with the
issuance, exchange and redemption or repurchase of the Portfolios'
units. The fee is determined by multiplying the number of <PAGE>
PAGE 41
unitholder accounts at the end of the day by a rate of $1 per year
and dividing by the number of days in that year.

Placement Agency Agreement

Pursuant to a Placement Agency Agreement, American Express
Financial Advisors Inc. acts as placement agent of the units of the
Trust.

Custodian

The Trust's securities and cash are held by American Express Trust
Company, 1200 Northstar Center West, 625 Marquette Ave.,
Minneapolis, MN 55402-2307, through a custodian agreement. 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 Portfolios pay the custodian a maintenance charge per
Portfolio and a charge per transaction in addition to reimbursing
the custodian's out-of-pocket expenses.

Independent Auditors

The Portfolios' financial statements at the end of the fiscal year
will be audited by independent auditors, KPMG Peat Marwick LLP,
4200 Norwest Center, 90 S. Seventh St., Minneapolis, MN 55402-
3900. The independent auditors also provide other accounting and
tax-related services as requested by the Portfolios.

Item 17: Brokerage Allocations and Other Practices

SECURITY TRANSACTIONS

Subject to policies set by the board, the Advisor is authorized to
determine, consistent with each Portfolio's investment goal and
policies, which securities will be purchased, held or sold. In
determining where the buy and sell orders are to be placed, the
Advisor has been directed to use its best efforts to obtain the
best available price and most favorable execution except where
otherwise authorized by the board. In selecting broker-dealers to
execute transactions, the Advisor may consider the price of the
security, including commission or mark-up, the size and difficulty
of the order, the reliability, integrity, financial soundness and
general operation and execution capabilities of the broker, the
broker's expertise in particular markets, and research services
provided by the broker.

The Advisor has a strict Code of Ethics that prohibits its
affiliated personnel from engaging in personal investment
activities that compete with or attempt to take advantage of
planned portfolio transactions for any fund or trust for which it
acts as investment manager. The Advisor carefully monitors
compliance with its Code of Ethics.

On occasion, it may be desirable to compensate a broker for
research services or for brokerage services by paying a commission
that might not otherwise be charged or a commission in excess of
the amount another broker might charge. The board has adopted a <PAGE>
PAGE 42
policy authorizing the Advisor to do so to the extent authorized by
law, if the Advisor determines, in good faith, that such commission
is reasonable in relation to the value of the brokerage or research
services provided by a broker or dealer, viewed either in the light
of that transaction or the Advisor's overall responsibilities to
the Portfolios advised by the Advisor.

Research provided by brokers supplements the Advisor's own research
activities. Such services include economic data on, and analysis
of, U.S. and foreign economies; information on specific industries;
information about specific companies, including earnings estimates;
purchase recommendations for stocks and bonds; portfolio strategy
services; political, economic, business and industry trend
assessments; historical statistical information; market data
services providing information on specific issues and prices; and
technical analysis of various aspects of the securities markets,
including technical charts. Research services may take the form of
written reports, computer software or personal contact by telephone
or at seminars or other meetings. The Advisor has obtained, and in
the future may obtain, computer hardware from brokers, including
but not limited to personal computers that will be used exclusively
for investment decision-making purposes, which include the
research, portfolio management and trading functions and other
services to the extent permitted under an interpretation by the
SEC.

When paying a commission that might not otherwise be charged or a
commission in excess of the amount another broker might charge, the
Advisor must follow procedures authorized by the board. To date,
three procedures have been authorized. One procedure permits the
Advisor to direct an order to buy or sell a security traded on a
national securities exchange to a specific broker for research
services it has provided. The second procedure permits the
Advisor, in order to obtain research, to direct an order on an
agency basis to buy or sell a security traded in the over-the-
counter market to a firm that does not make a market in that
security. The commission paid generally includes compensation for
research services. The third procedure permits the Advisor, in
order to obtain research and brokerage services, to cause the
Portfolio to pay a commission in excess of the amount another
broker might have charged. The Advisor has advised the Trust it is
necessary to do business with a number of brokerage firms on a
continuing basis to obtain such services as the handling of large
orders, the willingness of a broker to risk its own money by taking
a position in a security, and the specialized handling of a
particular group of securities that only certain brokers may be
able to offer. As a result of this arrangement, some Portfolio
transactions may not be effected at the lowest commission, but the
Advisor believes it may obtain better overall execution. The
Advisor has assured the Trust that under all three procedures the
amount of commission paid will be reasonable and competitive in
relation to the value of the brokerage services performed or
research provided.

All other transactions shall be placed on the basis of obtaining
the best available price and the most favorable execution. In so
doing, if, in the professional opinion of the person responsible
for selecting the broker or dealer, several firms can execute the <PAGE>
PAGE 43
transaction on the same basis, consideration will be given by such
person to those firms offering research services. Such services
may be used by the Advisor in providing advice to all the Trusts in
the Preferred Master Trust Group, their corresponding Funds and
other accounts advised by the Advisor, even though it is not
possible to relate the benefits to any particular fund, portfolio
or account.

Each investment decision made for a Portfolio is made independently
from any decision made for the other Portfolios or accounts advised
by the Advisor or any of its subsidiaries. When a Portfolio buys
or sells the same security as another Portfolio or account, the
Advisor carries out the purchase or sale in a way the Trust agrees
in advance is fair. Although sharing in large transactions may
adversely affect the price or volume purchased or sold by the
Portfolio, the Portfolio hopes to gain an overall advantage in
execution. The Advisor has assured the Trust it will continue to
seek ways to reduce brokerage costs.

On a periodic basis, the Advisor makes a comprehensive review of
the broker-dealers and the overall reasonableness of their
commissions. The review evaluates execution, operational
efficiency and research services.

BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH THE ADVISOR

Affiliates of American Express Company (American Express) (of which
the Advisor is a wholly owned subsidiary) may engage in brokerage
and other securities transactions on behalf of the Portfolios
according to procedures adopted by the Trust's board and to the
extent consistent with applicable provisions of the federal
securities laws. The Advisor will use an American Express
affiliate only if (i) the Advisor determines that the Portfolio
will receive prices and executions at least as favorable as those
offered by qualified independent brokers performing similar
brokerage and other services for the Portfolio and (ii) the
affiliate charges a Portfolio commission rates consistent with
those the affiliate charges comparable unaffiliated customers in
similar transactions and if such use is consistent with terms of
the Investment Management Services Agreement.

The Advisor may direct brokerage to compensate an affiliate. The
Advisor will receive research on South Africa from New Africa
Advisors, a wholly-owned subsidiary of Sloan Financial Group. The
Advisor owns 100% of IDS Capital Holdings Inc. which in turn owns
40% of Sloan Financial Group. New Africa Advisors will send
research to the Advisor and in turn the Advisor will direct trades
to a particular broker. The broker will have an agreement to pay
New Africa Advisors. All transactions will be on a best execution
basis. Compensation received will be reasonable for the services
rendered.

Item 18: Capital Stock and Other Securities

The information in response to this item is provided in addition to
information provided in Item 6 of Part A.
<PAGE>
PAGE 44
The Declaration of Trust dated October 2, 1995, a copy of which is
on file in the office of the Secretary of the Commonwealth of
Massachusetts, authorizes the issuance of units of beneficial
interest in the Trust without par value. Each unit of a Portfolio
has one vote and shares equally in dividends and distributions,
when and if declared by the board, and in each Portfolio's net
assets upon liquidation. All units, when issued, are fully paid
and non-assessable. There are no preemptive, conversion or
exchange rights.

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 Investment Company Act of 1940
(the 1940 Act).

The overall management of the business of each Portfolio is vested
with the board members. The board members approve all significant
agreements between the Portfolios and persons or companies
furnishing services to the Portfolios. The day-to-day operations
of the Portfolios are delegated to the officers of the Trust
subject to the investment objective and policies of each 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 trustee 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
action was in or not opposed to the best interests of the Trust.
Such person may not be indemnified against any liability to the <PAGE>
PAGE 45
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 19: Purchase, Redemption and Pricing of Securities Being
Offered

The information provided in response to this item is in addition to
the information provided in response to Items 7 and 8 in Part A.

REDEEMING UNITS

Unitholders have a right to redeem units at any time. For an
explanation of redemption procedures, please see Item 8 in Part A.

During an emergency, the board can suspend the computation of net
asset value, stop accepting payments for purchase of units or
suspend the duty of the Portfolios to redeem units for more than
seven days. Such emergency situations would occur if:

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

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

'The SEC, under the provisions of the 1940 Act, as amended,
declares a period of emergency to exist.

Should a 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 A PORTFOLIO

A 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 a 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 a 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 18-f-1 under the 1940
Act, which obligates each Portfolio to redeem units in cash, with <PAGE>
PAGE 46
respect to any one unitholder during any 90-day period, up to the
lesser of $250,000 or 1% of the net assets of a Portfolio at the
beginning of such period. Although redemptions in excess of this
limitation would normally be paid in cash, each Portfolio reserves
the right to make payments in whole or in part in securities or
other assets in case of an emergency, or if the payment of such
redemption in cash would be detrimental to the existing unitholders
of the Trust as determined by the board. In such circumstances,
the securities distributed would be valued as set forth in Item 8
of Part A. Should a 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,
each Portfolio does not expect to exercise this option unless the
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 a Portfolio. The
dollar value of a unitholder's interest in a Portfolio is
determined by multiplying the unitholder's proportionate interest
in a Portfolio by the net asset value of that Portfolio.

In determining net assets before unitholder transactions, the
securities held by each Portfolio are valued as follows as of the
close of business of the New York Stock Exchange (the Exchange):

'Securities, except bonds other than convertibles, traded on a
securities exchange for which a last-quoted sales price is readily
available are valued at the last-quoted sales price on the exchange
where such security is primarily traded.

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

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

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

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

'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 <PAGE>
PAGE 47
value of such securities may occur between such times and the close
of the Exchange that will not be reflected in the computation of
the portfolio's net asset value. If events materially affecting
the value of such securities occur during such period, these
securities will be valued at their fair value according to
procedures decided upon in good faith by the board.

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

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

The Exchange, American Express Financial Advisors Inc. and each of
the Portfolios will be closed on the following holidays: New
Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Item 20: Tax Status

The information in response to this item is provided in Item 6 of
Part A.

Item 21: Underwriters

The information in response to this item is provided in Item 7 of
Part A and Item 16 of Part B.

Item 22: Calculation of Performance Data
Not Applicable.

Item 23: Financial Statements
Not Applicable.
<PAGE>
PAGE 48
PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) FINANCIAL STATEMENTS:

Not Applicable.

(b) EXHIBITS:

1. Declaration of Trust, filed electronically on Nov. 1, 1995 as
Exhibit 1 to Registrant's initial Registration Statement No.
811-7395, is incorporated herein by reference.

2. Form of By-laws, filed electronically on or about April 18,
1996 as Exhibit 2 to Registrant's Amendment No. 1, is
incorporated herein by reference.

3. Not Applicable.

4. Not Applicable.

5(a). Form of Investment Management Services Agreement between
Growth Trust on behalf of Growth Portfolio and Growth Trends
Portfolio and American Express Financial Corporation, filed
electronically on or about April 18, 1996 as Exhibit 5 to
Registrant's Amendment No. 1, is incorporated herein by
reference.

5(b). Form of Investment Management Services Agreement between
Growth Trust on behalf of Aggressive Growth Portfolio and
American Express Financial Corporation is filed
electronically herewith.

6(a). Form of Placement Agency Agreement between Growth Trust on
behalf of Growth Portfolio and Growth Trends Portfolio and
American Express Financial Advisors Inc., filed
electronically on or about April 18, 1996 as Exhibit 6 to
Registrant's Amendment No. 1, is incorporated herein by
reference.

6(b). Form of Placement Agency Agreement between Growth Trust on
behalf of Aggressive Growth Portfolio and American Express
Financial Advisors Inc. is filed electronically herewith.

7. Not Applicable.

8(a). Form of Custodian Agreement between Registrant on behalf of
Growth Portfolio and Growth Trends Portfolio and American
Express Trust Company, filed electronically on or about April
18, 1996 as Exhibit 8 to Registrant's Amendment No. 1, is
incorporated herein by reference.

8(b). Form of Custodian Agreement between Growth Trust on behalf of
Aggressive Growth Portfolio and American Express Trust
Company is filed electronically herewith.
<PAGE>
PAGE 49
9(a). Form of Transfer Agency and Administration Agreement between
Growth Trust on behalf of Growth Portfolio and Growth Trends
Portfolio and American Express financial Corporation, filed
electronically on or about April 18, 1996 as Exhibit 9 to
Registrant's Amendment No. 1, is incorporated herein by
reference.

9(b). Form of Transfer Agency and Administration Agreement between
Growth Trust on behalf of Aggressive Growth Portfolio and
American Express Financial Corporation is filed
electronically herewith.

10. An opinion and consent of counsel, filed electronically on or
about April 18, 1996 as Exhibit 10 to Registrant's Amendment
No. 1, is incorporated herein by reference.

11. Not Applicable.

12. Not Applicable.

13. Form of Subscription Agreement between Growth Trust and
Strategist Growth Fund, Inc., filed electronically on or
about April 18, 1996 as Exhibit 13 to Registrant's Amendment
No. 1, is incorporated herein by reference.

14. Not Applicable.

15. Not Applicable.

16. Not Applicable.

17. Not Applicable.

18. Not Applicable.

19(a) Trustees' Power of Attorney, dated April 11, 1996, filed
electronically on or about April 18, 1996 as Exhibit 19(a) to
Registrant's Amendment No. 1, is incorporated herein by
reference.

19(b) Officers' Power of Attorney, dated April 11, 1996, filed
electronically on or about April 18, 1996 as Exhibit 19(b) to
Registrant's Amendment No. 1, is incorporated herein by
reference.

Item 25. Persons Controlled by or Under Common Control with
Registrant

None.
<PAGE>
PAGE 50
Item 26. Number of Holders of Securities

(1) (2)
Title of Class Number of Record Holders
Units of as of July 31, 1996
Beneficial Interest
Growth Portfolio 2
Growth Trends Portfolio 2
Aggressive Growth Portfolio 1

Item 27. Indemnification

Reference is hereby made to Article 8 of Registrant's Declaration
of Trust filed electronically on Nov. 1, 1995, as Exhibit 1 to
Registrant's initial Registration Statement No. 811-7395.

<PAGE>
PAGE 1
American Express Financial Corporation is the investment advisor of
the Portfolios of the Trust.
<TABLE><CAPTION>
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)

Directors and officers of American Express Financial Corporation who are directors and/or
officers of one or more other companies:

Ronald G. Abrahamson, Vice President--Service Quality and Reengineering
<S> <C> <C>
American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Service Quality
and Reengineering

Douglas A. Alger, Vice President--Total Compensation

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Total Compensation

Peter J. Anderson, Director and Senior Vice President--Investments

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Investments
IDS Advisory Group Inc. Director and Chairman
of the Board
IDS Capital Holdings Inc. Director and President
IDS International, Inc. Director, Chairman of the
Board and Executive Vice
President
IDS Securities Corporation Executive Vice President-
Investments
NCM Capital Management Group, Inc. 2 Mutual Plaza Director
501 Willard Street
Durham, NC 27701

Ward D. Armstrong, Vice President-Sales and Marketing, American Express Institutional Services

American Express Financial Advisors IDS Tower 10 Vice President-Sales and
Minneapolis, MN 55440 Marketing, American
Express Institutional
Services

Joseph M. Barsky III, Vice President--Senior Portfolio Manager

American Express Financial Advisors IDS Tower 10 Vice President-Senior
Minneapolis, MN 55440 Portfolio Manager
IDS Advisory Group Inc. Vice President

Robert C. Basten, Vice President--Tax and Business Services

American Express Financial Advisors IDS Tower 10 Vice President-Tax
Minneapolis, MN 55440 and Business Services
American Express Tax & Business Director, President and
Services Inc. Chief Executive Officer
<PAGE>
PAGE 2
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Timothy V. Bechtold, Vice President--Risk Management Products

American Express Financial Advisors IDS Tower 10 Vice President-Risk
Minneapolis, MN 55440 Management Products
IDS Life Insurance Company Vice President-Risk
Management Products

Carl E. Beihl, Vice President--Strategic Technology Planning

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Strategic Technology
Planning
Alan F. Bignall, Vice President--Technology and Development

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Technology and
Development

John C. Boeder, Vice President--Mature Market Group

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Mature Market Group
IDS Life Insurance Company of New York Box 5144 Director
Albany, NY 12205

Karl J. Breyer, Director, Senior Vice President--Corporate Affairs and General Counsel

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Corporate Affairs and
Special Counsel
American Express Minnesota Foundation Director
IDS Aircraft Services Corporation Director and President

Daniel J. Candura, Vice President--Marketing Support

American Express Financial Advisors IDS Tower 10 Vice President-Marketing
Minneapolis, MN 55440 Support

Cynthia M. Carlson, Vice President--American Express Securities Services

American Enterprise Investment IDS Tower 10 Director, President and
Services Inc. Minneapolis, MN 55440 Chief Executive Officer
American Express Financial Advisors Vice President-American
Express Securities Services
Orison Y. Chaffee III, Vice President--Field Real Estate

American Express Financial Advisors IDS Tower 10 Vice President-Field
Minneapolis, MN 55440 Real Estate

<PAGE>
PAGE 3
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

James E. Choat, Director and Senior Vice President--Field Management

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Field Management
American Express Insurance Agency of Nevada Inc. Vice President--North
Central Region
American Express Minnesota Foundation Director
IDS Insurance Agency of Alabama Inc. Vice President--North
Central Region
IDS Insurance Agency of Arkansas Inc. Vice President--North
Central Region
IDS Insurance Agency of Massachusetts Inc. Vice President--North
Central Region
IDS Insurance Agency of New Mexico Inc. Vice President--North
Central Region
IDS Insurance Agency of North Carolina Inc. Vice President--North
Central Region
IDS Insurance Agency of Ohio Inc. Vice President--North
Central Region
IDS Insurance Agency of Wyoming Inc. Vice President-- North
Central Region

Kenneth J. Ciak, Vice President and General Manager--IDS Property Casualty

AMEX Assurance Co. Director and President
American Express Financial Advisors IDS Tower 10 Vice President and General
Minneapolis, MN 55440 Manager-IDS Property
Casualty
IDS Property Casualty Insurance Co. I WEG Blvd. Director and President
DePere, Wisconsin 54115

Colleen Curran, Vice President and Assistant General Counsel
American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Assistant General Counsel
American Express Service Corporation Vice President and Chief
Legal Counsel

Alan R. Dakay, Vice President--Institutional Products Group

American Centurion Life Assurance Co. IDS Tower 10 Director and Vice Chairman
Minneapolis, MN 55440 and President, Financial
Institutions Division
American Enterprise Life Insurance Co. Director and President
IDS Life Insurance Company Vice President -
Institutional Insurance
Marketing
American Express Financial Advisors Vice President -
Institutional Products
Group

Regenia David, Vice President--Systems Services

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Systems Services
<PAGE>
PAGE 4
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

William H. Dudley, Director and Executive Vice President--Investment Operations

American Express Financial Advisors IDS Tower 10 Director and Executive
Minneapolis, MN 55440 Vice President-
Investment Operations
IDS Advisory Group Inc. Director
IDS Capital Holdings Inc. Director
IDS Futures Corporation Director
IDS Futures III Corporation Director
IDS International, Inc. Director
IDS Securities Corporation Director, Chairman of the
Board, President and
Chief Executive Officer

Gordon L. Eid, Director, Senior Vice President and Deputy General Counsel

American Express Financial Advisors IDS Tower 10 Senior Vice President and
Minneapolis, MN 55440 General Counsel
American Express Insurance Agency of Nevada Inc. Director and Vice President
IDS Insurance Agency of Alabama Inc. Director and Vice President
IDS Insurance Agency of Arkansas Inc. Director and Vice President
IDS Insurance Agency of Massachusetts Inc. Director and Vice President
IDS Insurance Agency of New Mexico Inc. Director and Vice President
IDS Insurance Agency of North Carolina Inc. Director and Vice President
IDS Insurance Agency of Ohio Inc. Director and Vice President
IDS Insurance Agency of Wyoming Inc. Director and Vice President
IDS Real Estate Services, Inc. Vice President
Investors Syndicate Development Corp. Director

Robert M. Elconin, Vice President--Government Relations

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Government Relations
IDS Life Insurance Company Vice President

Mark A. Ernst, Vice President--Retail Services

American Enterprise Investment IDS Tower 10 Director
Services Inc. Minneapolis, MN 55440
American Express Financial Advisors Vice President-
Retail Services
American Express Tax & Business Director and Chairman of
Services Inc. the Board

Gordon M. Fines, Vice President--Mutual Fund Equity Investments

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Mutual Fund Equity
Investments
IDS Advisory Group Inc. Executive Vice President

Robert G. Gilbert, Vice President--Real Estate

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Real Estate
<PAGE>
PAGE 5
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

John J. Golden, Vice President--Field Compensation Development

American Express Financial Advisors IDS Tower 10 Vice President-Field
Minneapolis, MN 55440 Compensation Development

Harvey Golub, Director

American Express Company American Express Tower Chairman and Chief
World Financial Center Executive Officer
New York, New York 10285
American Express Travel Chairman and Chief
Related Services Company, Inc. Executive Officer

Morris Goodwin Jr., Vice President and Corporate Treasurer

American Centurion Life Assurance Co. Vice President and
Treasurer
American Enterprise Investment IDS Tower 10 Vice President and
Services Inc. Minneapolis, MN 55440 Treasurer
American Enterprise Life Insurance Vice President and
Company Treasurer
American Express Financial Advisors Vice President and
Corporate Treasurer
American Express Insurance Agency of Nevada Inc. Vice President and
Treasurer
American Express Minnesota Foundation Vice President and
Treasurer
American Express Tax & Business Vice President and
Services Inc. Treasurer
American Partners Life Insurance Co. Vice President and
Treasurer
AMEX Assurance Co. Vice President and
Treasurer
IDS Advisory Group Inc. Vice President and
Treasurer
IDS Aircraft Services Corporation Vice President and
Treasurer
IDS Cable Corporation Director, Vice President
and Treasurer
IDS Cable II Corporation Director, Vice President
and Treasurer
IDS Capital Holdings Inc. Vice President and
Treasurer
IDS Certificate Company Vice President and
Treasurer
IDS Deposit Corp. Director, President
and Treasurer
IDS Futures Corp. Director
IDS Futures III Corp. Director
IDS Insurance Agency of Alabama Inc. Vice President and
Treasurer
IDS Insurance Agency of Arkansas Inc. Vice President and
Treasurer
IDS Insurance Agency of Massachusetts Inc. Vice President and
Treasurer
<PAGE>
PAGE 6
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

IDS Insurance Agency of New Mexico Inc. Vice President and
Treasurer
IDS Insurance Agency of North Carolina Inc. Vice President and
Treasurer
IDS Insurance Agency of Ohio Inc. Vice President and
Treasurer
IDS Insurance Agency of Wyoming Inc. Vice President and
Treasurer
IDS International, Inc. Vice President and
Treasurer
IDS Life Insurance Company Vice President and
Treasurer
IDS Life Series Fund, Inc. Vice President and
Treasurer
IDS Life Variable Annuity Funds A&B Vice President and
Treasurer
IDS Management Corporation Director, Vice President
and Treasurer
IDS Partnership Services Corporation Director, Vice President
and Treasurer
IDS Plan Services of California, Inc. Vice President and
Treasurer
IDS Property Casualty Insurance Co. Vice President and
Treasurer
IDS Real Estate Services, Inc Vice President and
Treasurer
IDS Realty Corporation Director, Vice President
and Treasurer
IDS Sales Support Inc. Director, Vice President
and Treasurer
IDS Securities Corporation Vice President and
Treasurer
Investors Syndicate Development Corp. Vice President and
Treasurer
National Computer Systems, Inc. 11000 Prairie Lakes Drive Director
Minneapolis, MN 55440

NCM Capital Management Group, Inc. 2 Mutual Plaza Director
501 Willard Street
Durham, NC 27701
Sloan Financial Group, Inc. Director

Suzanne Graf, Vice President--Systems Services

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Systems Services

David A. Hammer, Vice President and Marketing Controller

American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Marketing Controller
IDS Plan Services of California, Inc. Director and Vice President
<PAGE>
PAGE 7
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Lorraine R. Hart, Vice President--Insurance Investments

American Enterprise Life IDS Tower 10 Vice President-Investments
Insurance Company Minneapolis, MN 55440
American Express Financial Advisors Vice President-Insurance
Investments
American Partners Life Insurance Co. Director and Vice
President-Investments
AMEX Assurance Co. Vice President-Investments
IDS Certificate Company Vice President-Investments
IDS Life Insurance Company Vice President-Investments
IDS Life Series Fund, Inc. Vice President-Investments
IDS Life Variable Annuity Funds A and B Vice President-Investments
IDS Property Casualty Insurance Company Vice President-Investment
Officer
Investors Syndicate Development Corp. Director and Vice
President-Investments

Scott A. Hawkinson, Vice President--Assured Assets Product Development and Management

American Express Financial Advisors IDS Tower 10 Vice President-Assured
Minneapolis, MN 55440 Assets Product
Development & Management

James G. Hirsh, Vice President and Assistant General Counsel

American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Assistant General Counsel
IDS Securities Corporation Director, Vice President
and General Counsel

Darryl G. Horsman, Vice President--Product Development and Technology, American Express
Institutional Retirement Services

American Express Trust Company IDS Tower 10 Director and President
Minneapolis, MN 55440

Kevin P. Howe, Vice President--Government and Customer Relations and Chief Compliance Officer

American Enterprise Investment IDS Tower 10 Vice President and Chief
Services Inc. Minneapolis, MN 55440 Compliance Officer
American Express Financial Advisors Vice President-
Government and
Customer Relations
American Express Service Corporation Vice President and Chief
Compliance Officer
IDS Securities Corporation Vice President and Chief
Compliance Officer

David R. Hubers, Director, President and Chief Executive Officer

American Express Financial Advisors IDS Tower 10 Chairman, Chief Executive
Minneapolis, MN 55440 Officer and President
American Express Service Corporation Director and Executive Vice
President
<PAGE>
PAGE 8
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

AMEX Assurance Co. Director
IDS Aircraft Services Corporation Director
IDS Certificate Company Director
IDS Life Insurance Company Director
IDS Plan Services of California, Inc. Director and President
IDS Property Casualty Insurance Co. Director

Marietta L. Johns, Director and Senior Vice President--Field Management

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Field Management

James E. Kaare, Vice President--Marketing Promotions

American Express Financial Advisors IDS Tower 10 Vice President-Marketing
Minneapolis, MN 55440 Promotions

Linda B. Keene, Vice President--Market Development

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Market Development

G. Michael Kennedy, Vice President--Investment Services and Investment Research

American Express Financial Advisors IDS Tower 10 Vice President-Investment
Minneapolis, MN 55440 Services and Investment
Research

Susan D. Kinder, Director and Senior Vice President--Human Resources

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Human Resources
American Express Minnesota Foundation Director

Richard W. Kling, Director and Senior Vice President--Risk Management Products

American Centurion Life Assurance Co. Director
American Enterprise Life Insurance Co. IDS Tower 10 Director and Chairman of
Minneapolis, MN 55440 the Board
American Express Financial Advisors Senior Vice President-
Risk Management Products
American Express Insurance Agency of Nevada Inc. Director and President
American Express Service Corporation Vice President
American Partners Life Insurance Co. Director and Chairman of
the Board
AMEX Assurance Co. Director and Chairman of
the Board
IDS Certificate Company Director and Chairman of
the Board
IDS Insurance Agency of Alabama Inc. Director and President
IDS Insurance Agency of Arkansas Inc. Director and President
IDS Insurance Agency of Massachusetts Inc. Director and President
IDS Insurance Agency of New Mexico Inc. Director and President
IDS Insurance Agency of North Carolina Inc. Director and President
IDS Insurance Agency of Ohio Inc. Director and President<PAGE>
PAGE 9
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

IDS Insurance Agency of Wyoming Inc. Director and President
IDS Life Insurance Company Director and President
IDS Life Series Fund, Inc. Director and President
IDS Life Variable Annuity Funds A and B Director and Chairman of
the Board and President
IDS Property Casualty Insurance Co. Director and Chairman of
the Board
IDS Life Insurance Company P.O. Box 5144 Director, Chairman of the
of New York Albany, NY 12205 Board and President

Paul F. Kolkman, Vice President--Actuarial Finance

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Actuarial Finance
IDS Life Insurance Company Director and Executive
Vice President
IDS Life Series Fund, Inc. Vice President and Chief
Actuary
IDS Property Casualty Insurance Company Director

Claire Kolmodin, Vice President--Service Quality

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Service Quality

Steven C. Kumagai, Director and Senior Vice President--Field Management and Business Systems

American Express Financial Advisors IDS Tower 10 Director and Senior Vice
Minneapolis, MN 55440 President-Field
Management and Business
Systems

Edward Labenski, Jr., Vice President--Senior Portfolio Manager

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Senior Portfolio
Manager
IDS Advisory Group Inc. Senior Vice President

Kurt A. Larson, Vice President--Senior Portfolio Manager

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Senior Portfolio Manager

Lori J. Larson, Vice President--Variable Assets Product Development

American Express Financial Advisors IDS Tower 10 Vice President-Variable
Minneapolis, MN 55440 Assets Product
Development
IDS Cable Corporation Director and Vice President
IDS Cable II Corporation Director and Vice President
IDS Futures Brokerage Group Assistant Vice President-
General Manager/Director
IDS Futures Corporation Director and Vice President
IDS Futures III Corporation Director and Vice President
IDS Management Corporation Director and Vice President<PAGE>
PAGE 10
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

IDS Partnership Services Corporation Director and Vice President
IDS Realty Corporation Director and Vice President

Ryan R. Larson, Vice President--IPG Product Development

American Centurion Life Assurance Co. Director and
Vice President-Product
Development
American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 IPG Product Development
IDS Life Insurance Company Vice President-
Annuity Product
Development

Daniel E. Laufenberg, Vice President and Chief U.S. Economist

American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Chief U.S. Economist

Richard J. Lazarchic, Vice President--Senior Portfolio Manager

American Express Financial Advisors IDS Tower 10 Vice President-Senior
Minneapolis, MN 55440 Portfolio Manager

Peter A. Lefferts, Director and Senior Vice President--Corporate Strategy and Development

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Corporate Strategy and
Development
American Express Trust Company Director
IDS Plan Services of California, Inc. Director
Investors Syndicate Development Corp. Director

Douglas A. Lennick, Director and Executive Vice President--Private Client Group

American Express Financial Advisors IDS Tower 10 Director and Executive
Minneapolis, MN 55440 Vice President-Private
Client Group

Jonathan S. Linen, Director

Mary J. Malevich, Vice President--Senior Portfolio Manager

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Senior Portfolio
Manager

Fred A. Mandell, Vice President--Field Marketing Readiness

American Express Financial Advisors IDS Tower 10 Vice President-Field
Minneapolis, MN 55440 Marketing Readiness
<PAGE>
PAGE 11
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

William J. McKinney, Vice President--Field Management Support

American Express Financial Advisors IDS Tower 10 Vice President-Field
Minneapolis, MN 55440 Management Support

Thomas W. Medcalf, Vice President--Senior Portfolio Manager

American Express Financial Advisors IDS Tower 10 Vice President-Senior
Minneapolis, MN 55440 Portfolio Manager

William C. Melton, Vice President-International Research and Chief International Economist

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 International Research
and Chief International
Economist

Janis E. Miller, Vice President--Variable Assets

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Variable Assets
IDS Cable Corporation Director and President
IDS Cable II Corporation Director and President
IDS Futures Corporation Director and President
IDS Futures III Corporation Director and President
IDS Life Insurance Company Director and Executive
Vice President-Variable
Assets
IDS Life Series Fund, Inc. Director
IDS Life Variable Annuity Funds A&B Director
IDS Management Corporation Director and President
IDS Partnership Services Corporation Director and President
IDS Realty Corporation Director and President
IDS Life Insurance Company of New York Box 5144 Executive Vice President
Albany, NY 12205

James A. Mitchell, Director and Executive Vice President--Marketing and Products

American Enterprise Investment IDS Tower 10 Director
Services Inc. Minneapolis, MN 55440
American Express Financial Advisors Executive Vice President-
Marketing and Products
American Express Service Corporation Senior Vice President
American Express Tax and Business Director
Services Inc.
AMEX Assurance Co. Director
IDS Certificate Company Director
IDS Life Insurance Company Director, Chairman of
the Board and Chief
Executive Officer
IDS Plan Services of California, Inc. Director
IDS Property Casualty Insurance Co. Director
<PAGE>
PAGE 12
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Pamela J. Moret, Vice President--Services

American Express Financial Advisors IDS Tower 10 Vice President-Services
Minneapolis, MN 55440
American Express Minnesota Foundation Director and President

Barry J. Murphy, Director and Senior Vice President--Client Service

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Client Service
IDS Life Insurance Company Director and Executive
Vice President-Client
Service

Mary Owens Neal, Vice President--Mature Market Segment

American Express Financial Advisors Inc. IDS Tower 10 Vice President-
Minneapolis, MN 55440 Mature Market Segment

Robert J. Neis, Vice President--Technology Services

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Technology Services

James R. Palmer, Vice President--Taxes

American Express Financial Advisors IDS Tower 10 Vice President-Taxes
Minneapolis, MN 55440
IDS Aircraft Services Corp. Vice President
IDS Life Insurance Company Vice President-Taxes

Carla P. Pavone, Vice President--Specialty Service Teams and Emerging Business

American Express Financial Advisors IDS Tower 10 Vice President-Specialty
Minneapolis, MN 55440 Service Teams and
Emerging Business

Susan B. Plimpton, Vice President--Segmentation Development and Support

American Express Financial Advisors IDS Tower 10 Vice President--
Minneapolis, MN 55440 Segmentation Development
and Support

Ronald W. Powell, Vice President and Assistant General Counsel

American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Assistant 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 Corporation Vice President and
Assistant Secretary<PAGE>
PAGE 13
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

IDS Plan Services of California, Inc. Vice President and
Assistant Secretary
IDS Realty Corporation Vice President and
Assistant Secretary

James M. Punch, Vice President--Geographic Service Teams

American Express Financial Advisors IDS Tower 10 Vice President-Geographic
Minneapolis, MN 55440 Services Teams

Frederick C. Quirsfeld, Vice President--Taxable Mutual Fund Investments

American Express Financial Advisors IDS Tower 10 Vice President--
Minneapolis, MN 55440 Taxable Mutual Fund
Investments
IDS Advisory Group Inc. Vice President

ReBecca K. Roloff, Vice President--Private Client Group

American Express Financial Advisors IDS Tower 10 Vice President-Private
Minneapolis, MN 55440 Client Group

Stephen W. Roszell, Vice President--Advisory Institutional Marketing

American Express Financial Advisors IDS Tower 10 Vice President-Advisory
Minneapolis, MN 55440 Institutional Marketing
IDS Advisory Group Inc. President and Chief
Executive Officer
IDS International, Inc. Director
IDS Fund Management Limited Director

Robert A. Rudell, Vice President--American Express Institutional Retirement Services

American Express Financial Advisors IDS Tower 10 Vice President-American
Minneapolis, MN 55440 Express Institutional
Services
American Express Trust Company Director and Chairman of
the Board
IDS Sales Support Inc. Director and President

John P. Ryan, Vice President and General Auditor

American Express Financial Advisors IDS Tower 10 Vice President and General
Minneapolis, MN 55440 Auditor

Erven A. Samsel, Director and Senior Vice President--Field Management

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Field Management
American Express Insurance Agency of Nevada Inc. Vice President-
New England Region
IDS Insurance Agency of Alabama Inc. Vice President-
New England Region
IDS Insurance Agency of Arkansas Inc. Vice President-
New England Region
<PAGE>
PAGE 14
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

IDS Insurance Agency of Massachusetts Inc. Vice President-
New England Region
IDS Insurance Agency of New Mexico Inc. Vice President-
New England Region
IDS Insurance Agency of North Carolina Inc. Vice President-
New England Region
IDS Insurance Agency of Ohio Inc. Vice President-
New England Region
IDS Insurance Agency of Wyoming Inc. Vice President-
New England Region

Stuart A. Sedlacek, Vice President--Assured Assets

American Centurion Life Assurance Co. Director and Chairman
and President
American Enterprise Life Insurance Co. IDS Tower 10 Director and Executive
Minneapolis, MN 55440 Vice President, Assured
Assets
American Express Financial Advisors Vice President-
Assured Assets
American Partners Life Insurance Co. Director and President
IDS Certificate Company Director and President
IDS Life Insurance Company Director and Executive
Vice President, Assured
Assets
Investors Syndicate Development Corp. Director and Chairman of
the Board and President

Donald K. Shanks, Vice President--Property Casualty

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Property Casualty
IDS Property Casualty Insurance Co. Senior Vice President

F. Dale Simmons, Vice President--Senior Portfolio Manager, Insurance Investments

American Enterprise Life Insurance Co. IDS Tower 10 Vice President-Real
Minneapolis, MN 55440 Estate Loan Management
American Express Financial Advisors Vice President-Senior
Portfolio Manager,
Insurance Investments
American Partners Life Insurance Co. Vice President-Real
Estate Loan Management
AMEX Assurance Co. Vice President
IDS Certificate Company Vice President-Real
Estate Loan Management
IDS Life Insurance Company Vice President-Real
Estate Loan Management
IDS Partnership Services Corporation Vice President
IDS Real Estate Services Inc. Director and Vice President
IDS Realty Corporation Vice President
IDS Life Insurance Company of New York Box 5144 Vice President and
Albany, NY 12205 Assistant Treasurer
<PAGE>
PAGE 15
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Judy P. Skoglund, Vice President--Human Resources and Organization Development

American Express Financial Advisors IDS Tower 10 Vice President-Human
Minneapolis, MN 55440 Resources and
Organization Development

Ben C. Smith, Vice President--Workplace Marketing

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Workplace Marketing

William A. Smith, Vice President and Controller--Private Client Group

American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Controller-Private
Client Group

Bridget Sperl, Vice President--Human Resources Management Services

American Express Financial Advisors IDS Tower 10 Vice President-Human
Minneapolis, MN 55440 Resources Management
Services

William A. Stoltzmann, Vice President and Assistant General Counsel

American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Assistant General Counsel
American Partners Life Insurance Co. Director, Vice President,
General Counsel and
Secretary
IDS Life Insurance Company Vice President, General
Counsel and Secretary
American Enterprise Life Insurance P.O. Box 534 Director, Vice President,
Company Minneapolis, MN 55440 General Counsel
and Secretary

James J. Strauss, Vice President--Corporate Planning and Analysis

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Corporate Planning and
Analysis

Jeffrey J. Stremcha, Vice President--Information Resource Management/ISD

American Express Financial Advisors IDS Tower 10 Vice President-Information
Minneapolis, MN 55440 Resource Management/ISD

John R. Thomas, Director and Senior Vice President--Information and Technology

American Express Financial Advisors IDS Tower 10 Senior Vice President-
Minneapolis, MN 55440 Information and
Technology
<PAGE>
PAGE 16
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)

Melinda S. Urion, Director, Senior Vice President and Chief Financial Officer

American Enterprise Life IDS Tower 10 Vice President and
Insurance Company Minneapolis, MN 55440 Controller
American Express Financial Advisors Senior Vice President and
Chief Financial Officer
American Express Trust Company Director
American Partners Life Insurance Co. Director and Vice President
IDS Life Insurance Company Director, Executive Vice
President and Controller
IDS Life Series Fund, Inc. Vice President and
Controller

Wesley W. Wadman, Vice President--Senior Portfolio Manager

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Senior Portfolio Manager
IDS Advisory Group Inc. Executive Vice President
IDS Fund Management Limited Director and Vice Chairman
IDS International, Inc. Senior Vice President

Norman Weaver Jr., Director and Senior Vice President--Field Management

American Express Financial Advisors IDS Tower 10 Senior Vice President--
Minneapolis, MN 55440 Field Management
American Express Insurance Agency of Nevada Inc. Vice President-Southeast
Region
IDS Insurance Agency of Alabama Inc. Vice President-Pacific
Region
IDS Insurance Agency of Arkansas Inc. Vice President-Pacific
Region
IDS Insurance Agency of Massachusetts Inc. Vice President-Pacific
Region
IDS Insurance Agency of New Mexico Inc. Vice President-Pacific
Region
IDS Insurance Agency of North Carolina Inc. Vice President-Pacific
Region
IDS Insurance Agency of Ohio Inc. Vice President-Pacific
Region
IDS Insurance Agency of Wyoming Inc. Vice President-Pacific
Region

Michael L. Weiner, Vice President--Tax Research and Audit

American Express Financial Advisors IDS Tower 10 Vice President-Tax Research
Minneapolis, MN 55440 and Audit
American Express Service Corporation Assistant Treasurer
IDS Capital Holdings Inc. Vice President
IDS Futures Brokerage Group Vice President
IDS Futures Corporation Vice President, Treasurer
and Secretary
IDS Futures III Corporation Vice President, Treasurer
and Secretary
<PAGE>
PAGE 17
Item 28. Business and Other Connections of Investment Adviser (American Express Financial
Corporation)(cont'd)
Lawrence J. Welte, Vice President--Investment Administration

American Express Financial Advisors IDS Tower 10 Vice President-
Minneapolis, MN 55440 Investment Administration
IDS Securities Corporation Director, Executive Vice
President and Chief
Operating Officer

Jeffry F. Welter, Vice President--Equity and Fixed Income Trading

American Express Financial Advisors IDS Tower 10 Vice President-Equity
Minneapolis, MN 55440 and Fixed Income Trading

William N. Westhoff, Director, Senior Vice President and Global Chief Investment Officer

American Enterprise Life Insurance IDS Tower 10 Director
Company Minneapolis, MN 55440
American Express Financial Advisors Senior Vice President and
Global Chief Investment
Officer
IDS Fund Management Limited Director
IDS International, Inc. Director
IDS Partnership Services Corporation Director and Vice President
IDS Real Estate Services Inc. Director, Chairman of the
Board and President
IDS Realty Corporation Director and Vice President
Investors Syndicate Development Corp. Director

Edwin M. Wistrand, Vice President and Assistant General Counsel

American Express Financial Advisors IDS Tower 10 Vice President and
Minneapolis, MN 55440 Assistant General Counsel

Michael R. Woodward, Director and Senior Vice President--Field Management

IDS Insurance Agency of North Carolina Inc. Vice President-
North Region
IDS Insurance Agency of Ohio Inc. Vice President-
North Region
IDS Insurance Agency of Wyoming Inc. Vice President-
North Region
IDS Life Insurance Company Box 5144 Director
of New York Albany, NY 12205
/TABLE
<PAGE>
PAGE 18
Item 29. Principal Underwriters.

(a) American Express Financial Advisors acts as principal
underwriter for the following investment companies:

IDS Bond Fund, Inc.; IDS California Tax-Exempt Trust; IDS
Discovery Fund, Inc.; IDS Equity Select Fund, Inc.; IDS Extra
Income Fund, Inc.; IDS Federal Income Fund, Inc.; IDS Global
Series, Inc.; IDS Growth Fund, Inc.; IDS High Yield Tax-
Exempt Fund, Inc.; IDS International Fund, Inc.; IDS
Investment Series, Inc.; IDS Managed Retirement Fund, Inc.;
IDS Market Advantage Series, Inc.; IDS Money Market Series,
Inc.; IDS New Dimensions Fund, Inc.; IDS Precious Metals
Fund, Inc.; IDS Progressive Fund, Inc.; IDS Selective Fund,
Inc.; IDS Special Tax-Exempt Series Trust; IDS Stock Fund,
Inc.; IDS Strategy Fund, Inc.; IDS Tax-Exempt Bond Fund,
Inc.; IDS Tax-Free Money Fund, Inc.; IDS Utilities Income
Fund, Inc. and IDS Certificate Company.

(b) As to each director, officer or partner of the principal
underwriter:

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Ronald G. Abrahamson Vice President- None
IDS Tower 10 Service Quality and
Minneapolis, MN 55440 Reengineering

Douglas A. Alger Vice President-Total None
IDS Tower 10 Compensation
Minneapolis, MN 55440

Peter J. Anderson Senior Vice President- Vice
IDS Tower 10 Investments President--
Minneapolis, MN 55440 Investments

Ward D. Armstrong Vice President- None
IDS Tower 10 Sales and Marketing,
Minneapolis, MN 55440 IDS Institutional
Retirement Services

Joseph M. Barsky III Vice President-Senior None
IDS Tower 10 Portfolio Manager
Minneapolis, MN 55440

Robert C. Basten Vice President-Tax None
IDS Tower 10 and Business Services
Minneapolis, MN 55440

Timothy V. Bechtold Vice President-Risk None
IDS Tower 10 Management Products
Minneapolis, MN 55440

John D. Begley Group Vice President- None
Suite 100 Ohio/Indiana
7760 Olentangy River Rd.
Columbus, OH 43235<PAGE>
PAGE 19
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Carl E. Beihl Vice President- None
IDS Tower 10 Strategic Technology
Minneapolis, MN 55440 Planning

Jack A. Benjamin Group Vice President- None
Suite 200 Greater Pennsylvania
3500 Market Street
Camp Hill, PA 17011

Alan F. Bignall Vice President- None
IDS Tower 10 Technology and
Minneapolis, MN 55440 Development

Brent L. Bisson Group Vice President- None
Ste 900 E. Westside Twr Los Angeles Metro
11835 West Olympic Blvd.
Los Angeles, CA 90064

John C. Boeder Vice President- None
IDS Tower 10 Mature Market Group
Minneapolis, MN 55440

Walter K. Booker Group Vice President- None
Suite 200 New Jersey
3500 Market Street
Camp Hill, NJ 17011

Bruce J. Bordelon Group Vice President- None
Galleria One Suite 1900 Gulf States
Galleria Blvd.
Metairie, LA 70001

Charles R. Branch Group Vice President- None
Suite 200 Northwest
West 111 North River Dr
Spokane, WA 99201

Karl J. Breyer Senior Vice President- None
IDS Tower 10 Corporate Affairs and
Minneapolis, MN 55440 Special Counsel

Daniel J. Candura Vice President- None
IDS Tower 10 Marketing Support
Minneapolis, MN 55440

Cynthia M. Carlson Vice President- None
IDS Tower 10 American Express
Minneapolis, MN 55440 Securities Services<PAGE>
PAGE 20
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Orison Y. Chaffee III Vice President-Field None
IDS Tower 10 Real Estate
Minneapolis, MN 55440

James E. Choat Senior Vice President- None
IDS Tower 10 Field Management
Minneapolis, MN 55440

Kenneth J. Ciak Vice President and None
IDS Property Casualty General Manager-
1400 Lombardi Avenue IDS Property Casualty
Green Bay, WI 54304

Roger C. Corea Group Vice President- None
290 Woodcliff Drive Upstate New York
Fairport, NY 14450

Henry J. Cormier Group Vice President- None
Commerce Center One Connecticut
333 East River Drive
East Hartford, CT 06108

John M. Crawford Group Vice President- None
Suite 200 Arkansas/Springfield/Memphis
10800 Financial Ctr Pkwy
Little Rock, AR 72211

Kevin F. Crowe Group Vice President- None
Suite 312 Carolinas/Eastern Georgia
7300 Carmel Executive Pk
Charlotte, NC 28226

Colleen Curran Vice President and None
IDS Tower 10 Assistant General Counsel
Minneapolis, MN 55440

Alan R. Dakay Vice President- None
IDS Tower 10 Institutional Products
Minneapolis, MN 55440 Group

Regenia David Vice President- None
IDS Tower 10 Systems Services
Minneapolis, MN 55440

Scott M. DiGiammarino Group Vice President- None
Suite 500 Washington/Baltimore
8045 Leesburg Pike
Vienna, VA 22182
<PAGE>
PAGE 21
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Bradford L. Drew Group Vice President- None
Two Datran Center Eastern Florida
Penthouse One B
9130 S. Dadeland Blvd.
Miami, FL 33156

William H. Dudley Director and Executive Board member
IDS Tower 10 Vice President-
Minneapolis MN 55440 Investment Operations

Gordon L. Eid Senior Vice President None
IDS Tower 10 and General Counsel
Minneapolis, MN 55440

Robert M. Elconin Vice President- None
IDS Tower 10 Government Relations
Minneapolis, MN 55440

Mark A. Ernst Vice President- None
IDS Tower 10 Retail Services
Minneapolis, MN 55440

Joseph Evanovich Jr. Group Vice President- None
One Old Mill Nebraska/Iowa/Dakotas
101 South 108th Avenue
Omaha, NE 68154

Louise P. Evenson Group Vice President- None
Suite 200 San Francisco Bay Area
1333 N. California Blvd.
Walnut Creek, CA 94596

Gordon M. Fines Vice President- None
IDS Tower 10 Mutual Fund Equity
Minneapolis MN 55440 Investments

Douglas L. Forsberg Group Vice President- None
Suite 100 Portland/Eugene
7931 N. E. Halsey
Portland, OR 97213

William P. Fritz Group Vice President- None
Suite 160 Northern Missouri
12855 Flushing Meadows Dr
St. Louis, MO 63131

Carl W. Gans Group Vice President- None
8500 Tower Suite 1770 Twin City Metro
8500 Normandale Lake Blvd.
Bloomington, MN 55437
<PAGE>
PAGE 22
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Robert G. Gilbert Vice President- None
IDS Tower 10 Real Estate
Minneapolis, MN 55440

John J. Golden Vice President- None
IDS Tower 10 Field Compensation
Minneapolis, MN 55440 Development

Morris Goodwin Jr. Vice President and None
IDS Tower 10 Corporate Treasurer
Minneapolis, MN 55440

Suzanne Graf Vice President- None
IDS Tower 10 Systems Services
Minneapolis, MN 55440

Bruce M. Guarino Group Vice President- None
Suite 1736 Hawaii
1585 Kapiolani Blvd.
Honolulu, HI 96814

David A. Hammer Vice President None
IDS Tower 10 and Marketing
Minneapolis, MN 55440 Controller

Teresa A. Hanratty Group Vice President- None
Suites 6&7 Northern New England
169 South River Road
Bedford, NH 03110

John R. Hantz Group Vice President- None
Suite 107 Detroit Metro
17177 N. Laurel Park
Livonia, MI 48154

Robert L. Harden Group Vice President- None
Two Constitution Plaza Boston Metro
Boston, MA 02129

Lorraine R. Hart Vice President- None
IDS Tower 10 Insurance Investments
Minneapolis, MN 55440

Scott A. Hawkinson Vice President-Assured None
IDS Tower 10 Assets Product Development
Minneapolis, MN 55440 and Management

Brian M. Heath Group Vice President- None
Suite 150 North Texas
801 E. Campbell Road
Richardson, TX 75081<PAGE>
PAGE 23
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

James G. Hirsh Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel

David J. Hockenberry Group Vice President- None
30 Burton Hills Blvd. Eastern Tennessee
Suite 175
Nashville, TN 37215

Kevin P. Howe Vice President- None
IDS Tower 10 Government and
Minneapolis, MN 55440 Customer Relations and
Chief Compliance Officer

David R. Hubers Chairman, Chief Board member
IDS Tower 10 Executive Officer and
Minneapolis, MN 55440 President

Marietta L. Johns Senior Vice President- None
IDS Tower 10 Field Management
Minneapolis, MN 55440

James E. Kaarre Vice President- None
IDS Tower 10 Marketing Promotions
Minneapolis, MN 55440

Linda B. Keene Vice President- None
IDS Tower 10 Market Development
Minneapolis, MN 55440

G. Michael Kennedy Vice President-Investment None
IDS Tower 10 Services and Investment
Minneapolis, MN 55440 Research

Susan D. Kinder Senior Vice President- None
IDS Tower 10 Human Resources
Minneapolis, MN 55440

Richard W. Kling Senior Vice President- None
IDS Tower 10 Risk Management Products
Minneapolis, MN 55440

Paul F. Kolkman Vice President- None
IDS Tower 10 Actuarial Finance
Minneapolis, MN 55440

Claire Kolmodin Vice President- None
IDS Tower 10 Service Quality
Minneapolis, MN 55440
<PAGE>
PAGE 24
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

David S. Kreager Group Vice President- None
Ste 108 Trestle Bridge V Greater Michigan
5136 Lovers Lane
Kalamazoo, MI 49002

Steven C. Kumagai Director and Senior None
IDS Tower 10 Vice President-Field
Minneapolis, MN 55440 Management and Business
Systems

Mitre Kutanovski Group Vice President- None
Suite 680 Chicago Metro
8585 Broadway
Merrillville, IN 48410

Edward Labenski Jr. Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager

Kurt A. Larson Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager

Lori J. Larson Vice President- None
IDS Tower 10 Variable Assets Product
Minneapolis, MN 55440 Development

Ryan R. Larson Vice President- None
IDS Tower 10 IPG Product Development
Minneapolis, MN 55440

Daniel E. Laufenberg Vice President and None
IDS Tower 10 Chief U.S. Economist
Minneapolis, MN 55440

Richard J. Lazarchic Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager

Peter A. Lefferts Senior Vice President- None
IDS Tower 10 Corporate Strategy and
Minneapolis, MN 55440 Development

Douglas A. Lennick Director and Executive None
IDS Tower 10 Vice President-Private
Minneapolis, MN 55440 Client Group

Mary J. Malevich Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager
<PAGE>
PAGE 25
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Fred A. Mandell Vice President- None
IDS Tower 10 Field Marketing Readiness
Minneapolis, MN 55440

Daniel E. Martin Group Vice President- None
Suite 650 Pittsburgh Metro
5700 Corporate Drive
Pittsburgh, PA 15237

William J. McKinney Vice President- None
IDS Tower 10 Field Management
Minneapolis, MN 55440 Support

Thomas W. Medcalf Vice President- None
IDS Tower 10 Senior Portfolio Manager
Minneapolis, MN 55440

William C. Melton Vice President- None
IDS Tower 10 International Research
Minneapolis, MN 55440 and Chief International
Economist

Janis E. Miller Vice President- None
IDS Tower 10 Variable Assets
Minneapolis, MN 55440

James A. Mitchell Executive Vice President- None
IDS Tower 10 Marketing and Products
Minneapolis, MN 55440

John P. Moraites Group Vice President- None
Union Plaza Suite 900 Kansas/Oklahoma
3030 Northwest Expressway
Oklahoma City, OK 73112

Pamela J. Moret Vice President-Services None
IDS Tower 10
Minneapolis, MN 55440

Alan D. Morgenstern Group Vice President- None
Suite 200 Central California/
3500 Market Street Western Nevada
Camp Hill, NJ 17011

Barry J. Murphy Senior Vice President- None
IDS Tower 10 Client Service
Minneapolis, MN 55440

Mary Owens Neal Vice President- None
IDS Tower 10 Mature Market Segment
Minneapolis, MN 55440
<PAGE>
PAGE 26
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Robert J. Neis Vice President- None
IDS Tower 10 Technology Services
Minneapolis, MN 55440 Operations

Ronald E. Newton Group Vice President- None
319 Southbridge St. Rhode Island/Central
Auburn, MA 01501 Massachusetts

Thomas V. Nicolosi Group Vice President- None
Suite 220 New York Metro Area
500 Mamaroneck Avenue
Harrison, NY 10528

James R. Palmer Vice President- None
IDS Tower 10 Taxes
Minneapolis, MN 55440

Carla P. Pavone Vice President- None
IDS Tower 10 Specialty Service Teams
Minneapolis, MN 55440 and Emerging Business

Susan B. Plimpton Vice President- None
IDS Tower 10 Segmentation Development
Minneapolis, MN 55440 and Support

Larry M. Post Group Vice President- None
One Tower Bridge Philadelphia Metro
100 Front Street 8th Fl
West Conshohocken, PA 19428

Ronald W. Powell Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel

James M. Punch Vice President- None
IDS Tower 10 Geographical Service
Minneapolis, MN 55440 Teams

Frederick C. Quirsfeld Vice President-Taxable None
IDS Tower 10 Mutual Fund Investments
Minneapolis, MN 55440

R. Daniel Richardson Group Vice President- None
Suite 800 Southern Texas
Arboretum Plaza One
9442 Capital of Texas Hwy N.
Austin, TX 78759
<PAGE>
PAGE 27
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Roger B. Rogos Group Vice President- None
One Sarasota Tower Western Florida
Suite 700
Two N. Tamiami Trail
Sarasota, FL 34236

ReBecca K. Roloff Vice President-Private None
IDS Tower 10 Client Group
Minneapolis, MN 55440

Stephen W. Roszell Vice President- None
IDS Tower 10 Advisory Institutional
Minneapolis, MN 55440 Marketing

Max G. Roth Group Vice President- None
Suite 201 S IDS Ctr Wisconsin/Upper Michigan
1400 Lombardi Avenue
Green Bay, WI 54304

Robert A. Rudell Vice President- None
IDS Tower 10 American Express
Minneapolis, MN 55440 Institutional Retirement
Services

John P. Ryan Vice President and None
IDS Tower 10 General Auditor
Minneapolis, MN 55440

Erven Samsel Senior Vice President- None
45 Braintree Hill Park Field Management
Suite 402
Braintree, MA 02184

Russell L. Scalfano Group Vice President- None
Suite 201 Illinois/Indiana/Kentucky
101 Plaza East Blvd.
Evansville, IN 47715

William G. Scholz Group Vice President- None
Suite 205 Arizona/Las Vegas
7333 E Doubletree Ranch Rd
Scottsdale, AZ 85258

Stuart A. Sedlacek Vice President- None
IDS Tower 10 Assured Assets
Minneapolis, MN 55440

Donald K. Shanks Vice President- None
IDS Tower 10 Property Casualty
Minneapolis, MN 55440
<PAGE>
PAGE 28
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

F. Dale Simmons Vice President-Senior None
IDS Tower 10 Portfolio Manager,
Minneapolis, MN 55440 Insurance Investments

Judy P. Skoglund Vice President- None
IDS Tower 10 Human Resources and
Minneapolis, MN 55440 Organization Development

Julian W. Sloter Group Vice President- None
Ste 1700 Orlando FinCtr Orlando/Jacksonville
800 North Magnolia Ave.
Orlando, FL 32803

Ben C. Smith Vice President- None
IDS Tower 10 Workplace Marketing
Minneapolis, MN 55440

William A. Smith Vice President and None
IDS Tower 10 Controller-Private
Minneapolis, MN 55440 Client Group

James B. Solberg Group Vice President- None
466 Westdale Mall Eastern Iowa Area
Cedar Rapids, IA 52404

Bridget Sperl Vice President- None
IDS Tower 10 Human Resources
Minneapolis, MN 55440 Management Services

Paul J. Stanislaw Group Vice President- None
Suite 1100 Southern California
Two Park Plaza
Irvine, CA 92714

Lois A. Stilwell Group Vice President- None
Suite 433 Outstate Minnesota Area/
9900 East Bren Road North Dakota/Western Wisconsin
Minnetonka, MN 55343

William A. Stoltzmann Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel

James J. Strauss Vice President- None
IDS Tower 10 Corporate Planning
Minneapolis, MN 55440 and Analysis

Jeffrey J. Stremcha Vice President-Information None
IDS Tower 10 Resource Management/ISD
Minneapolis, MN 55440
<PAGE>
PAGE 29
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Neil G. Taylor Group Vice President- None
Suite 425 Seattle/Tacoma
101 Elliott Avenue West
Seattle, WA 98119

John R. Thomas Senior Vice President- Board member
IDS Tower 10 Information and
Minneapolis, MN 55440 Technology

Melinda S. Urion Senior Vice President Treasurer
IDS Tower 10 and Chief Financial
Minneapolis, MN 55440 Officer

Peter S. Velardi Group Vice President- None
Suite 180 Atlanta/Birmingham
1200 Ashwood Parkway
Atlanta, GA 30338

Charles F. Wachendorfer Group Vice President- None
Suite 100 Denver/Salt Lake City/
Stanford Plaza II Albuquerque
7979 East Tufts Ave Pkwy
Denver, CO 80237

Wesley W. Wadman Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager

Norman Weaver Jr. Senior Vice President- None
1010 Main St Suite 2B Field Management
Huntington Beach, CA 92648

Michael L. Weiner Vice President- None
IDS Tower 10 Tax Research and Audit
Minneapolis, MN 55440

Lawrence J. Welte Vice President- None
IDS Tower 10 Investment Administration
Minneapolis, MN 55440

Jeffry M. Welter Vice President- None
IDS Tower 10 Equity and Fixed Income
Minneapolis, MN 55440 Trading

William N. Westhoff Senior Vice President and None
IDS Tower 10 Global Chief Investment
Minneapolis, MN 55440 Officer

<PAGE>
PAGE 30
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Thomas L. White Group Vice President- None
Suite 200 Cleveland Metro
28601 Chagrin Blvd.
Woodmere, OH 44122

Eric S. Williams Group Vice President- None
Suite 250 Virginia
3951 Westerre Parkway
Richmond, VA 23233

Edwin M. Wistrand Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel

Michael R. Woodward Senior Vice President- None
32 Ellicott St Ste 100 Field Management
Batavia, NY 14020

Item 29(c). Not applicable.

Item 30. Location of Accounts and Records

American Express Financial Corporation
IDS Tower 10
Minneapolis, MN 55440

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.

<PAGE>
PAGE 51
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 31st day of July, 1996.

GROWTH TRUST

By /s/ William R. Pearce**
William R. Pearce, President

By /s/ Melinda S. Urion**
Melinda S. Urion, Treasurer

Pursuant to the requirements of the Investment Company Act of 1940,
this Amendment to its Registration Statement has been signed below
by the following persons in the capacities indicated on the 31st
day of July, 1996.

Signatures Capacity

/s/ William R. Pearce* Trustee
William R. Pearce

/s/ Lynne V. Cheney* Trustee
Lynne V. Cheney

/s/ William H. Dudley* Trustee
William H. Dudley

/s/ Robert F. Froehlke* Trustee
Robert F. Froehlke

/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/ Melvin R. Laird* Trustee
Melvin R. Laird
<PAGE>
PAGE 52
Signatures Capacity

Trustee
Edson W. Spencer

/s/ John R. Thomas* Trustee
John R. Thomas

Trustee
Wheelock Whitney

/s/ C. Angus Wurtele* Trustee
C. Angus Wurtele

* Signed pursuant to Trustees' Power of Attorney dated April 11,
1996, filed electronically as Exhibit 19(a) to Registrant's
Amendment No. 1 by:

Leslie L. Ogg

** Signed pursuant to Officers' Power of Attorney dated April 11,
1996, filed electronically as Exhibit 19(b) to Registrant's
Amendment No. 1, by:

Leslie L. Ogg

<PAGE>
PAGE 1
GROWTH TRUST
Registration Number 811-07395

EXHIBIT INDEX

Exhibit 5b: Form of Investment Management Services Agreement
between Growth Trust on behalf of Aggressive
Growth Portfolio and American Express Financial
Corporation.

Exhibit 6b: Form of Placement Agency Agreement between Growth
Trust on behalf of Aggressive Growth Portfolio
and American Express Financial Advisors Inc.

Exhibit 8b: Form of Custodian Agreement between Growth Trust
on behalf of Aggressive Growth Portfolio and
American Express Trust Company.

Exhibit 9b: Form of Transfer Agency and Administration
Agreement between Growth Trust on behalf of
Aggressive Growth Portfolio and American Express
Financial Corporation.

<PAGE>
PAGE 1
INVESTMENT MANAGEMENT SERVICES AGREEMENT

AGREEMENT made the ____ day of _____, 1996, by and between
Growth Trust (the "Trust"), a Massachusetts business trust, on
behalf of its underlying series portfolio, Aggressive Growth
Portfolio (the "Portfolio"), 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 Portfolio
continuously with suggested investment planning; to determine,
consistent with the Portfolio 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 Portfolio all
necessary research and statistical data in connection therewith; to
furnish all services of whatever nature required in connection with
the management of the Portfolio 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 Portfolio as disclosed to the Advisor from time to
time by the Portfolio 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 Portfolio.

(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 <PAGE>
PAGE 2
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 Portfolio and other funds for
which it acts as investment advisor.

(6) It is understood and agreed that in furnishing the
Portfolio with the services as herein provided, neither the Advisor
nor any officer, director or agent thereof shall be held liable to
the Trust, the 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.

Part Two: COMPENSATION TO INVESTMENT MANAGER

(1) The Trust agrees to pay to the Advisor, and the Advisor
covenants and agrees to accept from the Portfolio in full payment
for the services furnished, a fee composed of an asset charge.

The asset charge for each calendar day of each year equal to
the total of 1/365th (1/366th in each leap year) of the amount
computed as shown 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.

The asset charge shall be based on the net assets of each the
Portfolio as set forth in the following table.

Aggressive Growth Portfolio

Assets Annual rate at
(billions) each asset level
First $0.25 0.650%
Next 0.25 0.625
Next 0.50 0.600
Next 1.0 0.575
Next 1.0 0.550
Next 3.0 0.525
Over 6.0 0.500

(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.
<PAGE>
PAGE 3
(3) The fee provided for hereunder shall be paid in cash by
the Portfolio 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.

(d) Custodian fees and charges.

(e) Fees and charges of its independent certified public
accountants for services the Trust or Portfolio 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 Portfolio 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 Portfolio.

(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.
<PAGE>
PAGE 4
(m) Expenses incurred in connection with lending portfolio
securities of the Portfolio.

(n) Expenses properly payable by the Trust or Portfolio,
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 Portfolio.

(2) A "full business day" shall be as defined in the
By-laws.

(3) The Trust and the 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 Portfolio 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
the 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 Portfolio as
trustees, officers, unitholders, or otherwise; or that the Advisor
or any successor or assignee, is or may be interested in the
Portfolio 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 Portfolio any property
or security other than units issued by the Portfolio, 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
Portfolio 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 Portfolio or in the Advisor.<PAGE>
PAGE 5
(b) The purchase of securities for the Portfolio, or the
sale of securities owned by the Portfolio 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 Portfolio 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 Portfolio) or other assets by or for the Trust or
Portfolio.

Part Five: RENEWAL AND TERMINATION

(1) This Agreement shall continue in effect for the
Portfolio until ______, 1998, or until a new agreement is approved
by a vote of the majority of the outstanding units of the 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 Portfolio 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 the 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 the 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>
PAGE 6
(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 TRUST
Aggressive Growth Portfolio

By
Leslie L. Ogg
Vice President

AMERICAN EXPRESS FINANCIAL CORPORATION

By
Richard W. Kling
Vice President

<PAGE>
PAGE 1
PLACEMENT AGENT AGREEMENT

THIS AGREEMENT dated __________ , 1996 between Growth Trust, a
Massachusetts business trust (the "Trust"), on behalf of its
underlying series portfolio, Aggressive Growth Portfolio, and
American Express Financial Advisors Inc., a Delaware Corporation,
the placement agent (the "Placement Agent") of units in the Trust
("Trust Units").

Part One: SERVICES AS PLACEMENT AGENT

(1) Placement Agent will act as placement agent of the Trust
Units covered by the Trust's registration statement then in effect
under the Investment Company Act of 1940 (the "1940 Act"). Under
this Agreement, neither the Placement Agent nor its employees or
any of its agents will make any offer or sale of Trust Units in a
manner which would require the Trust Units to be registered under
the Securities Act of 1933, as amended (the "1933 Act").

(2) The Placement Agent will act as placement agent for
each class of units issued and to be issued by the Trust during the
period of this agreement and agrees to offer for sale those units
as long as those units remain available for sale, unless the
Placement Agent is unable or unwilling to make such offer for sale
or sales or solicitations therefor legally because of any federal,
state, provincial or governmental law, rule or agency or for any
financial reason.

(3) Nothing in this Agreement requires the Trust to accept
any offer to purchase any Trust units; all offers are subject to
approval by the Board of Trustees (the "Board").

(4) The Trust represents to the Placement Agent that all
registration statements filed by the Trust with the Commission
under the Investment Company Act of 1940 with respect to Trust
units have been and will be prepared in conformity with the
requirements of the Investment Company Act of 1940 and the rules
and regulations of the Commission.

(5) The Trust agrees to make prompt and reasonable effort
to do any and all things necessary, in the opinion of the Placement
Agent, to have and to keep the Trust and the units properly
registered or qualified in all appropriate jurisdictions.

(6) The Trust agrees that it will furnish the Placement
Agent with information with respect to the affairs and accounts of
the Trust, and in such form, as the Placement Agent may from time
to time reasonably require and further agrees that the Placement
Agent, at all reasonable times, shall be permitted to inspect the
books and records of the Trust.

(7) The Placement Agent and the Trust agree to use their
best efforts to conform with all applicable state and federal laws
and regulations relating to any rights or obligations under the
terms of this agreement.
<PAGE>
PAGE 2
Part Two: ALLOCATION OF EXPENSES

Except as provided by any other agreements between the parties, the
Placement Agent covenants and agrees that during the period of this
agreement it will pay or cause or be paid all expenses incurred by
the Placement Agent or any of its affiliates, in the offering for
sale or sale of each class of the Trust's units.

Part Three: MISCELLANEOUS

(1) The Placement Agent 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.

(2) The Placement Agent shall be free to render to others
services similar to those rendered under this agreement.

(3) Neither this agreement nor any transaction 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 Placement Agent as trustees, officers,
unitholders or otherwise; that directors, officers, shareholders or
agents of the Placement Agent are or may be interested in the Trust
as trustees, officers, or otherwise; or that the Placement Agent is
or may be interested in the Trust as unitholder or otherwise;
provided, however, that neither the Placement Agent nor any officer
or director of the Placement Agent or any officers or trustees of
the Trust shall sell to or buy from the Trust any property or
security other than a security issued by the Trust, except in
accordance with a rule, regulation or order of the Securities and
Exchange Commission.

(4) Any notice under this agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the parties to this
agreement at each company's principal place of business in
Minneapolis, Minnesota, or to such other address as either party
may designate in writing mailed to the other.

(5) The Placement Agent agrees that no officer, director or
employee of the Placement Agent will deal for or on behalf of the
Trust 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 and employees of the Placement
Agent from having a financial interest in the Trust or in the
Placement Agent.

(b) The purchase of securities for the Trust, or the sale
of securities owned by the Trust, through a security broker or
dealer, one or more of whose partners, officers, directors or
employees is an officer, director or employee of the Placement
Agent provided such transactions are handled in the capacity of
broker only and provided commissions charged do not exceed
customary brokerage charges for such services.
<PAGE>
PAGE 3
(c) Transactions with the Trust by a broker-dealer
affiliate of the Placement Agent if allowed by rule or order of the
Securities and Exchange Commission and if made pursuant to
procedures adopted by the Trust's Board of Trustees (the "Board").

(7) The Placement Agent agrees that, except as otherwise provided
in this agreement, or as may be permitted consistent with the use
of a broker-dealer affiliate of the Placement Agent 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 securities issued by the Trust) or other assets by or for
the Trust.

(8) A copy of the Declaration of Trust, dated October 2, 1995,
together with all amendments, is on file in the office of the
Secretary of State of the Commonwealth of Massachusetts. The
execution and delivery of this Agreement have been authorized by
the Trustees and the Agreement has been signed by an authorized
officer of the Trust. It is expressly agreed that the obligations
of the Trust under this Agreement shall not be binding upon any of
the Trustees, unitholders, nominees, officers, agents or employees
of the Trust, personally, but bind only the assets and property of
the Trust, as provided in the Declaration of Trust.

Part Five: TERMINATION

(1) This agreement shall continue from year to year unless and
until terminated by the Placement Agent or the Trust, except that
such continuance shall be specifically approved at least annually
by a vote of a majority of the Board of 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, and by a majority of the Board of Trustees or by
vote of a majority of the outstanding voting securities of the
Trust. As used in this paragraph, the terms "interested person"
and "vote of a majority of the outstanding voting securities" shall
have the meaning as set forth in the Investment Company Act of
1940, as amended.

(2) This agreement may be terminated by either party at any time
by giving the other party sixty (60) days written notice of such
intention to terminate.

(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 Investment Company Act of 1940, as
amended.
<PAGE>
PAGE 4
IN WITNESS WHEREOF, The parties hereto have executed the foregoing
agreement on the date and year first above written.

GROWTH TRUST
Aggressive Growth Portfolio

By _____________________________________
Leslie L. Ogg
Vice President

AMERICAN EXPRESS FINANCIAL ADVISORS INC.

By _____________________________________
Richard W. Kling
Senior Vice President

<PAGE>
PAGE 1
CUSTODIAN AGREEMENT

THIS CUSTODIAN AGREEMENT dated ________, 1996, between Growth
Trust, a Massachusetts business trust, (the "Trust"), on behalf of
its underlying series portfolio, Aggressive Growth Portfolio, and
American Express Trust Company, a corporation organized under the
laws of the State of Minnesota with its principal place of business
at Minneapolis, Minnesota (the "Custodian").

WHEREAS, the Trust desires that its securities and cash be
hereafter held and administered by Custodian pursuant to the terms
of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein
made, the Trust and the Custodian agree as follows:

Section 1. Definitions

The word "securities" as used herein shall be construed to include,
without being limited to, units, stocks, treasury stocks, including
any stocks of this Trust, notes, bonds, debentures, evidences of
indebtedness, options to buy or sell stocks or stock indexes,
certificates of interest or participation in any profit-sharing
agreements, collateral trust certificates, preorganization
certificates or subscriptions, transferable units, investment
contracts, voting trust certificates, certificates of deposit for a
security, fractional or undivided interests in oil, gas or other
mineral rights, or any certificates of interest or participation
in, temporary or interim certificates for, receipts for, guarantees
of, or warrants or rights to subscribe to or purchase any of the
foregoing, acceptances and other obligations and any evidence of
any right or interest in or to any cash, property or assets and any
interest or instrument commonly known as a security. In addition,
for the purpose of this Custodian Agreement, the word "securities"
also shall include other instruments in which the Trust may invest
including currency forward contracts and commodities such as
interest rate or index futures contracts, margin deposits on such
contracts or options on such contracts.

The words "custodian order" shall mean a request or direction,
including a computer printout, directed to the Custodian and signed
in the name of the Trust by any two individuals designated in the
current certified list referred to in Section 2.

The word "facsimile" shall mean an exact copy or likeness which is
electronically transmitted for instant reproduction.

Section 2. Names, Titles and Signatures of Authorized Persons

The Trust will certify to the Custodian the names and signatures of
its present officers and other designated persons authorized on
behalf of the Trust to direct the Custodian by custodian order as
herein before defined. The Trust agrees that whenever any change
occurs in this list it will file with the Custodian a copy of a
resolution certified by the Secretary or an Assistant Secretary of
the Trust as having been duly adopted by the Board of Trustees <PAGE>
PAGE 2
(the "Board") or the Executive Committee of the Board designating
those persons currently authorized on behalf of the Trust to direct
the Custodian by custodian order, as herein before defined, and
upon such filing (to be accompanied by the filing of specimen
signatures of the designated persons) the persons so designated in
said resolution shall constitute the current certified list. The
Custodian is authorized to rely and act upon the names and
signatures of the individuals as they appear in the most recent
certified list from the Trust which has been delivered to the
Custodian as herein above provided.

Section 3. Use of Subcustodians

The Custodian may make arrangements, where appropriate, with other
banks having not less than two million dollars aggregate capital,
surplus and undivided profits for the custody of securities. Any
such bank selected by the Custodian to act as subcustodian shall be
deemed to be the agent of the Custodian.

The Custodian also may enter into arrangements for the custody of
securities entrusted to its care through foreign branches of United
States banks; through foreign banks, banking institutions or trust
companies; through foreign subsidiaries of United States banks or
bank holding companies, or through foreign securities depositories
or clearing agencies (hereinafter also called, collectively, the
"Foreign Subcustodian" or indirectly through an agent, established
under the first paragraph of this section, if and to the extent
permitted by Section 17(f) of the Investment Company Act of 1940
and the rules promulgated by the Securities and Exchange Commission
thereunder, any order issued by the Securities and Exchange
Commission, or any "no-action" letter received from the staff of
the Securities and Exchange Commission. To the extent the existing
provisions of the Custodian Agreement are consistent with the
requirements of such Section, rules, order or no-action letter,
they shall apply to all such foreign custodianships. To the extent
such provisions are inconsistent with or additional requirements
are established by such Section, rules, order or no-action letter,
the requirements of such Section, rules, order or no-action letter
will prevail and the parties will adhere to such requirements;
provided, however, in the absence of notification from the Trust of
any changes or additions to such requirements, the Custodian shall
have no duty or responsibility to inquire as to any such changes or
additions.

Section 4. Receipt and Disbursement of Money

(1) The Custodian shall open and maintain a separate account or
accounts in the name of the Trust or cause its agent to open and
maintain such account or accounts subject only to checks, drafts or
directives by the Custodian pursuant to the terms of this
Agreement. The Custodian or its agent shall hold in such account
or accounts, subject to the provisions hereof, all cash received by
it from or for the account of the Trust. The Custodian or its
agent shall make payments of cash to or for the account of the
Trust from such cash only:
<PAGE>
PAGE 3
(a) for the purchase of securities for the portfolio of the Trust
upon the receipt of such securities by the Custodian or its
agent unless otherwise instructed on behalf of the Trust;

(b) for the purchase or redemption of units of capital stock of
the Trust;

(c) for the payment of interest, dividends, taxes, management
fees, or operating expenses (including, without limitation
thereto, fees for legal, accounting and auditing services);

(d) for payment of distribution fees, commissions, or redemption
fees, if any;

(e) for payments in connection with the conversion, exchange or
surrender of securities owned or subscribed to by the Trust
held by or to be delivered to the Custodian;

(f) for payments in connection with the return of securities
loaned by the Trust upon receipt of such securities or the
reduction of collateral upon receipt of proper notice;

(g) for payments for other proper corporate purposes;

(h) or upon the termination of this Agreement.

Before making any such payment for the purposes permitted under the
terms of items (a), (b), (c), (d), (e), (f) or (g) of paragraph (1)
of this section, the Custodian shall receive and may rely upon a
custodian order directing such payment and stating that the payment
is for such a purpose permitted under these items (a), (b), (c),
(d), (e), (f) or (g) and that in respect to item (g), a copy of a
resolution of the Board or of the Executive Committee of the Board
signed by an officer of the Trust and certified by its Secretary or
an Assistant Secretary, specifying the amount of such payment,
setting forth the purpose to be a proper corporate purpose, and
naming the person or persons to whom such payment is made.
Notwithstanding the above, for the purposes permitted under items
(a) or (f) of paragraph (1) of this section, the Custodian may rely
upon a facsimile order.

(2) The Custodian is hereby appointed the attorney-in-fact of the
Trust to endorse and collect all checks, drafts or other orders for
the payment of money received by the Custodian for the account of
the Trust and drawn on or to the order of the Trust and to deposit
same to the account of the Trust pursuant to this Agreement.

Section 5. Receipt of Securities

Except as permitted by the second paragraph of this section, the
Custodian or its agent shall hold in a separate account or
accounts, and physically segregated at all times from those of any
other persons, firms or corporations, pursuant to the provisions
hereof, all securities received by it for the account of the Trust.
The Custodian shall record and maintain a record of all certificate
numbers. Securities so received shall be held in the name of the
Trust, in the name of an exclusive nominee duly appointed by the
Custodian or in bearer form, as appropriate.<PAGE>
PAGE 4
Subject to such rules, regulations or guidelines as the Securities
and Exchange Commission may adopt, the Custodian may deposit all or
any part of the securities owned by the Trust in a securities
depository which includes any system for the central handling of
securities established by a national securities exchange or a
national securities association registered with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, or
such other person as may be permitted by the Commission, pursuant
to which system all securities of any particular class or series of
any issuer deposited within the system are treated as fungible and
may be transferred or pledged by bookkeeping entry without physical
delivery of such securities.

All securities are to be held or disposed of by the Custodian for,
and subject at all times to the instructions of, the Trust pursuant
to the terms of this Agreement. The Custodian shall have no power
or authority to assign, hypothecate, pledge or otherwise dispose of
any such securities, except pursuant to the directive of the Trust
and only for the account of the Trust as set forth in Section 6 of
this Agreement.

Section 6. Transfer Exchange, Delivery, etc. of Securities

The Custodian shall have sole power to release or deliver any
securities of the Trust held by it pursuant to this Agreement. The
Custodian agrees to transfer, exchange or deliver securities held
by it or its agent hereunder only:

(a) for sales of such securities for the account of the Trust,
upon receipt of payment therefor;

(b) when such securities are called, redeemed, retired or
otherwise become payable;

(c) for examination upon the sale of any such securities in
accordance with "street delivery" custom which would include
delivery against interim receipts or other proper delivery
receipts;

(d) in exchange for or upon conversion into other securities
alone or other securities and cash whether pursuant to any
plan of

(e) merger, consolidation, reorganization, recapitalization or
readjustment, or otherwise;

(f) for the purpose of exchanging interim receipts or temporary
certificates for permanent certificates;

(g) upon conversion of such securities pursuant to their terms
into other securities;

(h) upon exercise of subscription, purchase or other similar
rights represented by such securities; for loans of such
securities by the Trust receipt of collateral; or

(i) for other proper corporate purposes.
<PAGE>
PAGE 5
As to any deliveries made by the Custodian pursuant to items (a),
(b), (c), (d), (e), (f), (g) and (h), securities or cash received
in exchange therefore shall be delivered to the Custodian, its
agent, or to a securities depository. Before making any such
transfer, exchange or delivery, the Custodian shall receive a
custodian order or a facsimile from the Trust requesting such
transfer, exchange or delivery and stating that it is for a purpose
permitted under Section 6 (whenever a facsimile is utilized, the
Trust will also deliver an original signed custodian order) and, in
respect to item (i), a copy of a resolution of the Board or of the
Executive Committee of the Board signed by an officer of the Trust
and certified by its Secretary or an Assistant Secretary,
specifying the securities, setting forth the purpose for which such
payment, transfer, exchange or delivery is to be made, declaring
such purpose to be a proper corporate purpose, and naming the
person or persons to whom such transfer, exchange or delivery of
such securities shall be made.

Section 7. Custodian's Acts Without Instructions

Unless and until the Custodian receives a contrary custodian order
from the Trust, the Custodian shall or shall cause its agent to:

(a) present for payment all coupons and other income items held
by the Custodian or its agent for the account of the Trust
which call for payment upon presentation and hold all cash
received by it upon such payment for the account of the
Trust;

(b) present for payment all securities held by it or its agent
which mature or when called, redeemed, retired or otherwise
become payable;

(c) ascertain all stock dividends, rights and similar securities
to be issued with respect to any securities held by the
Custodian or its agent hereunder, and to collect and hold for
the account of the Trust all such securities; and

(d) ascertain all interest and cash dividends to be paid to
security holders with respect to any securities held by the
Custodian or its agent, and to collect and hold such interest
and cash dividends for the account of the Trust.

Section 8. Voting and Other Action

Neither the Custodian nor any nominee of the Custodian shall vote
any of the securities held hereunder by or for the account of the
Trust. The Custodian shall promptly deliver to the Trust all
notices, proxies and proxy soliciting materials with relation to
such securities, such proxies to be executed by the registered
holder of such securities (if registered otherwise than in the name
of the Trust), but without indicating the manner in which such
proxies are to be voted.

Custodian shall transmit promptly to the Trust all written
information (including, without limitation, pendency of calls and
maturities of securities and expirations of rights in connection
therewith) received by the Custodian from issuers of the <PAGE>
PAGE 6
securities being held for the Trust. With respect to tender or
exchange offers, the Custodian shall transmit promptly to the Trust
all written information received by the Custodian from issuers of
the securities whose tender or exchange is sought and from the
party (or his agents) making the tender or exchange offer.

Section 9. Transfer Taxes

The Trust shall pay or reimburse the Custodian for any transfer
taxes payable upon transfers of securities made hereunder,
including transfers resulting from the termination of this
Agreement. The Custodian shall execute such certificates in
connection with securities delivered to it under this Agreement as
may be required, under any applicable law or regulation, to exempt
from taxation any transfers and/or deliveries of any such
securities which may be entitled to such exemption.

Section 10. Custodian's Reports

The Custodian shall furnish the Trust as of the close of business
each day a statement showing all transactions and entries for the
account of the Trust. The books and records of the Custodian
pertaining to its actions as Custodian under this Agreement and
securities held hereunder by the Custodian shall be open to
inspection and audit by officers of the Trust, internal auditors
employed by the Trust's investment advisor, and independent
auditors employed by the Trust. The Custodian shall furnish the
Trust in such form as may reasonably be requested by the Trust a
report, including a list of the securities held by it in custody
for the account of the Trust, identification of any subcustodian,
and identification of such securities held by such subcustodian, as
of the close of business of the last business day of each month,
which shall be certified by a duly authorized officer of the
Custodian. It is further understood that additional reports may
from time to time be requested by the Trust. Should any report
ever be filed with any governmental authority pertaining to lost or
stolen securities, the Custodian will concurrently provide the
Trust with a copy of that report.

The Custodian also shall furnish such reports on its systems of
internal accounting control as the Trust may reasonably request
from time to time.

Section 11. Concerning Custodian

For its services hereunder the Custodian shall be paid such
compensation at such times as may from time to time be agreed on in
writing by the parties hereto in a Custodian Fee Agreement.

The Custodian shall not be liable for any action taken in good
faith upon any custodian order or facsimile herein described or
certified copy of any resolution of the Board or of the Executive
Committee of the Board, and may rely on the genuineness of any such
document which it may in good faith believe to have been validly
executed.

The Trust agrees to indemnify and hold harmless Custodian and its
nominee from all taxes, charges, expenses, assessments, claims and <PAGE>
PAGE 7
liabilities (including counsel fees) incurred or assessed against
it or its nominee in connection with the performance of this
Agreement, except such as may arise from the Custodian's or its
nominee's own negligent action, negligent failure to act or willful
misconduct. Custodian is authorized to charge any account of the
Trust for such items. In the event of any advance of cash for any
purpose made by Custodian resulting from orders or instructions of
the Trust, or in the event that Custodian or its nominee shall
incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this
Agreement, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct,
any property at any time held for the account of the Trust shall be
security therefor.

The Custodian shall maintain a standard of care equivalent to that
which would be required of a bailee for hire and shall not be
liable for any loss or damage to the Trust resulting from
participation in a securities depository unless such loss or damage
arises by reason of any negligence, misfeasance, or willful
misconduct of officers or employees of the Custodian, or from its
failure to enforce effectively such rights as it may have against
any securities depository or from use of an agent, unless such loss
or damage arises by reason of any negligence, misfeasance, or
willful misconduct of officers or employees of the Custodian, or
from its failure to enforce effectively such rights as it may have
against any agent.

Section 12. Termination and Amendment of Agreement

The Trust and the Custodian mutually may agree from time to time in
writing to amend, to add to, or to delete from any provision of
this Agreement.

The Custodian may terminate this Agreement by giving the Trust
ninety days' written notice of such termination by registered mail
addressed to the Trust at its principal place of business.

The Trust may terminate this Agreement at any time by written
notice thereof delivered, together with a copy of the resolution of
the Board authorizing such termination and certified by the
Secretary of the Trust, by registered mail to the Custodian.

Upon such termination of this Agreement, assets of the Trust held
by the Custodian shall be delivered by the Custodian to a successor
custodian, if one has been appointed by the Trust, upon receipt by
the Custodian of a copy of the resolution of the Board certified by
the Secretary, showing appointment of the successor custodian, and
provided that such successor custodian is a bank or trust company,
organized under the laws of the United States or of any State of
the United States, having not less than two million dollars
aggregate capital, surplus and undivided profits. Upon the
termination of this Agreement as a part of the transfer of assets,
either to a successor custodian or otherwise, the Custodian will
deliver securities held by it hereunder, when so authorized and
directed by resolution of the Board, to a duly appointed agent of
the successor custodian or to the appropriate transfer agents for
transfer of registration and delivery as directed. Delivery of <PAGE>
PAGE 8
assets on termination of this Agreement shall be effected in a
reasonable, expeditious and orderly manner; and in order to
accomplish an orderly transition from the Custodian to the
successor custodian, the Custodian shall continue to act as such
under this Agreement as to assets in its possession or control.
Termination as to each security shall become effective upon
delivery to the successor custodian, its agent, or to a transfer
agent for a specific security for the account of the successor
custodian, and such delivery shall constitute effective delivery by
the Custodian to the successor under this Agreement.

In addition to the means of termination herein before authorized,
this Agreement may be terminated at any time by the vote of a
majority of the outstanding units of the Trust and after written
notice of such action to the Custodian.

Section 13.Limitations of Liability of the Trustees and
Unitholders of Trust

A copy of the Declaration of Trust, dated October 2, 1995, together
with all amendments, is on file in the office of the Secretary of
State of the Commonwealth of Massachusetts. The execution and
delivery of this Agreement have been authorized by the Trustees and
the Agreement has been signed by an authorized officer of the
Trust. It is expressly agreed that the obligations of the Trust
under this Agreement shall not be binding upon any of the Trustees,
unitholders, nominees, officers, agents or employees of the Trust,
personally, but bind only the assets and property of the Trust, as
provided in the Declaration of Trust.

Section 14. General

Nothing expressed or mentioned in or to be implied from any
provision of this Agreement is intended to, or shall be construed
to give any person or corporation other than the parties hereto,
any legal or equitable right, remedy or claim under or in respect
of this Agreement, or any covenant, condition or provision herein
contained, this Agreement and all of the covenants, conditions and
provisions hereof being intended to be and being for the sole and
exclusive benefit of the parties hereto and their respective
successors and assigns.

This Agreement shall be governed by the laws of the State of
Minnesota.
<PAGE>
PAGE 9
This Agreement supersedes all prior agreements between the parties.

GROWTH TRUST
Aggressive Growth Portfolio

By:
Leslie L. Ogg
Vice President

AMERICAN EXPRESS TRUST COMPANY

By:
Chandrakant A. Patel
Vice President

<PAGE>
PAGE 1
TRANSFER AGENCY AND ADMINISTRATIVE SERVICES AGREEMENT

AGREEMENT dated as of ________, 1996, between Growth Trust, a
Massachusetts business trust, (the "Trust"), on behalf of its
underlying series portfolio, Aggressive Growth Portfolio, and
American Express Financial Corporation (the "Transfer Agent"), a
Delaware corporation.

In consideration of the mutual promises set forth below, the Trust
and the Transfer Agent agree as follows:

1. Appointment of the Transfer Agent. The Trust hereby appoints
the Transfer Agent, as transfer agent for its units and as
administrator for the Trust, and the Transfer Agent accepts such
appointment and agrees to perform the duties set forth below.

2. Compensation. The Trust will compensate the Transfer Agent for
the performance of its obligations as set forth in Schedule A.
Schedule A does not include out-of-pocket disbursements of the
Transfer Agent for which the Transfer Agent shall be entitled to
bill the Trust separately.

The Transfer Agent will bill the Trust annually. The fee provided
for hereunder shall be paid in cash by the Trust to the Transfer
Agent within five (5) business days after the last day of each
calendar year.

Out-of-pocket disbursements shall include, but shall not be limited
to, the items specified in Schedule B. Reimbursement by the Trust
for expenses incurred by the Transfer Agent in any month shall be
made as soon as practicable after the receipt of an itemized bill
from the Transfer Agent.

Any compensation jointly agreed to hereunder may be adjusted from
time to time by attaching to this Agreement a revised Schedule A,
dated and signed by an officer of each party.

3. Documents. The Trust will furnish from time to time such
certificates, documents or opinions as the Transfer Agent deems to
be appropriate or necessary for the proper performance of its
duties.

4. Representations of the Trust and the Transfer Agent.

(a) The Trust represents to the Transfer Agent that all outstanding
units are validly issued, fully paid and non-assessable by the
Trust. When units are hereafter issued in accordance with the
terms of the Trust's Declaration of Trust and its Registration
Statement, such units shall be validly issued, fully paid and
non-assessable by the Trust.

(b) The Transfer Agent represents that it is registered under
Section 17A(c) of the Securities Exchange Act of 1934. The
Transfer Agent agrees to maintain the necessary facilities,
equipment and personnel to perform its duties and obligations under
this agreement and to comply with all applicable laws.
<PAGE>
PAGE 2
5. Duties of the Transfer Agent. The Transfer Agent shall be
responsible, separately and through its subsidiaries or affiliates,
for the following functions:

(a) Sale of Trust Units.

(1) On receipt of payment, wired instructions and payment, or
payment identified as being for the account of a unitholder, the
Transfer Agent will deposit the payment, prepare and present the
necessary report to the Custodian and record the purchase of units
in a timely fashion in accordance with the terms of the prospectus.
All units shall be held in book entry form and no certificate shall
be issued unless the Trust is permitted to do so by the prospectus
and the purchaser so requests.

(2) On receipt of notice that payment was dishonored, the Transfer
Agent shall stop redemptions of all units owned by the purchaser
related to that payment and take such other action as it deems
appropriate.

(b) Redemption of Trust Units. On receipt of instructions to
redeem units in accordance with the terms of the Trust's
Registration Statement, the Transfer Agent will record the
redemption of units of the Trust, prepare and present the necessary
report to the Custodian and pay the proceeds of the redemption to
the unitholder, an authorized agent or legal representative upon
the receipt of the monies from the Custodian.

(c) Transfer or Other Change Pertaining to Trust Units. On receipt
of instructions or forms acceptable to the Transfer Agent to
transfer the units to the name of a new owner, change the name or
address of the present owner or take other legal action, the
Transfer Agent will take such action as is requested.

(d) Right to Seek Assurance. The Transfer Agent may refuse to
transfer, exchange or redeem units of the Trust or take any action
requested by a unitholder until it is satisfied that the requested
transaction or action is legally authorized or until it is
satisfied there is no basis for any claims adverse to the
transaction or action. It may rely on the provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers
or the Uniform Commercial Code. The Trust shall indemnify the
Transfer Agent for any act done or omitted to be done in reliance
on such laws or for refusing to transfer, exchange or redeem units
or taking any requested action if it acts on a good faith belief
that the transaction or action is illegal or unauthorized.

(e) Unitholder Records, Reports and Services.

(1) The Transfer Agent shall maintain all unitholder accounts,
which shall contain all required tax, legally imposed and
regulatory information; shall provide unitholders, and file with
federal and state agencies, all required tax and other reports
pertaining to unitholder accounts; shall prepare unitholder mailing
lists; shall cause to be delivered all required prospectuses,
annual reports, semiannual reports, statements of additional
information (upon request), proxies and other mailings to
unitholders; and shall cause proxies to be tabulated.<PAGE>
PAGE 3
(2) The Transfer Agent shall respond to all valid inquiries related
to its duties under this Agreement.

(3) The Transfer Agent shall create and maintain all records in
accordance with all applicable laws, rules and regulations,
including, but not limited to, the records required by Section
31(a) of the Investment Company Act of 1940.

(f) Distributions. The Transfer Agent shall prepare and present
the necessary report to the Custodian and shall cause to be
prepared and transmitted the payment of income dividends and
capital gains distributions or cause to be recorded the investment
of such dividends and distributions in additional units of the
Trust or as directed by instructions or forms acceptable to the
Transfer Agent.

(g) Confirmations and Statements. The Transfer Agent shall confirm
each transaction through periodic reports as may be legally
permitted.

(h) Reports to the Trust. The Transfer Agent will provide reports
pertaining to the services provided under this Agreement as the
Trust may request to ascertain the quality and level of services
being provided or as required by law.

(i) Administrative Services. The Transfer Agent will provide all
administrative, accounting, clerical, statistical, correspondence,
corporate and all other services of whatever nature required in
connection with the administration of the Trust.

(j) Other Duties. The Transfer Agent may perform other duties for
additional compensation if agreed to in writing by the parties to
this Agreement.

6. Ownership of Records. The Transfer Agent agrees that all
records prepared or maintained by it relating to the services to be
performed by it under the terms of this Agreement are the property
of the Trust and may be inspected by the Trust or any person
retained by the Trust at reasonable times.

7. Action by Board of Trustees (the "Board") and Opinion of the
Trust's Counsel. The Transfer Agent may rely on resolutions of the
Board or the Executive Committee of the Board and on opinion of
counsel for the Trust.

8. Duty of Care. It is understood and agreed that, in furnishing
the Trust with the services as herein provided, neither the
Transfer Agent, nor any officer, trustee or agent thereof shall be
held liable for any loss arising out of or in connection with their
actions under this Agreement so long as they act in good faith and
with due diligence, and are not negligent or guilty of any willful
misconduct. It is further understood and agreed that the Transfer
Agent may rely upon information furnished to it reasonably believed
to be accurate and reliable. In the event the Transfer Agent is
unable to perform its obligations under the terms of this Agreement
because of an act of God, strike or equipment or transmission
failure reasonably beyond its control, the Transfer Agent shall not
be liable for any damages resulting from such failure.<PAGE>
PAGE 4
9. Term and Termination. This Agreement shall become effective on
the date first set forth above (the "Effective Date") and shall
continue in effect from year to year thereafter as the parties may
mutually agree; provided that either party may terminate this
Agreement by giving the other party notice in writing specifying
the date of such termination, which shall be not less than 60 days
after the date of receipt of such notice. In the event such notice
is given by the Trust, it shall be accompanied by a vote of the
Board, certified by the Secretary, electing to terminate this
Agreement and designating a successor transfer agent or transfer
agents. Upon such termination and at the expense of the Trust, the
Transfer Agent will deliver to such successor a certified list of
unitholders of the Trust (with name, address and taxpayer
identification or Social Security number), a historical record of
the account of each unitholder and the status thereof, and all
other relevant books, records, correspondence, and other data
established or maintained by the Transfer Agent under this
Agreement in the form reasonably acceptable to the Trust, and will
cooperate in the transfer of such duties and responsibilities,
including provisions for assistance from the Transfer Agent's
personnel in the establishment of books, records and other data by
such successor or successors.

10. Amendment. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both parties.

11. Subcontracting. The Trust agrees that the Transfer Agent may
subcontract for certain of the services described under this
Agreement with the understanding that there shall be no diminution
in the quality or level of the services and that the Transfer Agent
remains fully responsible for the services. Except for
out-of-pocket expenses identified in Schedule B, the Transfer Agent
shall bear the cost of subcontracting such services, unless
otherwise agreed by the parties.

12. Limitations of Liability of the Trustees and Unitholders of
Trust

13. Miscellaneous.

(a) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable
without the written consent of the other party.

(b) This Agreement shall be governed by the laws of the State of
Minnesota.<PAGE>
PAGE 5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers as of the day and year
written above.

GROWTH TRUST
Aggressive Growth Portfolio

By:
Leslie L. Ogg
Vice President

AMERICAN EXPRESS FINANCIAL CORPORATION

By:
Richard W. Kling
Senior Vice President
<PAGE>
PAGE 6
Schedule A

GROWTH TRUST

FEE

Effective the ____ day of _____, 1996 the annual fee for
services under this agreement is $1 per year for the Portfolio.
<PAGE>
PAGE 7
Schedule B

OUT-OF-POCKET EXPENSES

The Trust shall reimburse the Transfer Agent monthly for the
following out-of-pocket expenses:

o typesetting, printing, paper, envelopes, postage and return
postage for proxy soliciting material, and proxy tabulation costs

o printing, paper, envelopes and postage for dividend notices,
dividend checks, records of account, purchase confirmations,
exchange confirmations and exchange prospectuses, redemption
confirmations, redemption checks, confirmations on changes of
address and any other communication required to be sent to
unitholders

o typesetting, printing, paper, envelopes and postage for
prospectuses, annual and semiannual reports, statements of
additional information, supplements for prospectuses and statements
of additional information and other required mailings to
unitholders

o stop orders

o outgoing wire charges

o other expenses incurred at the request or with the consent of the
Trust.