<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 32 (File No. 2-72584) X
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
Amendment No. 34 (File No. 811-3190) X
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IDS LIFE MONEYSHARE FUND, INC.
IDS Tower 10
Minneapolis, MN 55440-0010
Leslie L. Ogg - 901 S. Marquette Ave., Suite 2810,
Minneapolis, MN 55402-3268
(612) 330-9283
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
X on October 30, 1998 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on (date) pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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PART A
The combined Prospectus containing information for IDS Life Investment
Series Fund, Inc., IDS Life Managed Fund, Inc., IDS Life Moneyshare Fund,
Inc. and IDS Life Special Income Fund, Inc. filed in Post-Effective
Amendment No. 36 to Registration Statement No. 2-73115 is incorporated
herein by reference.
PART B
The combined Statement of Additional Information and the financial
statements containing information for IDS Life Investment Series Fund,
Inc., IDS Life Managed Fund, Inc., IDS Life Moneyshare Fund, Inc., and IDS
Life Special Income Fund, Inc. filed in Post-Effective Amendment No. 36
to Registration Statement No. 2-73115 is incorporated herein by
reference.
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements incorporated by reference in Part B:
Independent Auditor's Report dated Oct. 2, 1998.
Statements:
Statements of Assets and Liabilities, Aug. 31, 1998.
Statements of Operations for the year ended Aug. 31, 1998.
Statements of Changes in Net Assets for the year ended
Aug. 31, 1998 and the year ended Aug. 31, 1997.
Notes to financial Statements.
Investments in Securities, as of Aug. 31, 1998.
Notes to Investments in Securities.
(b) Exhibits:
(1) Articles of Incorporation as amended Oct. 13, 1989, filed electronically as
Exhibit No. 1 to Registrant's Post-Effective Amendment No. 21 to
Registration Statement No. 2-72584, is incorporated herein by reference.
(2) By-Laws as amended Jan. 12, 1989, filed electronically as Exhibit No. 2 to
Registrant's Post-Effective Amendment No. 21 to Registration Statement No.
2-72584, is incorporated herein by reference.
(3) Not Applicable.
(4) Form of stock certificate for common shares, is on file at the Registrant's
headquarters.
(5)(a) Investment Management Services Agreement between Registrant and IDS Life
Insurance Company dated March 20, 1995, filed electronically as Exhibit
No. 5(a) to Registrant's Post-Effective Amendment No. 26 to
Registration Statement No. 2-72584, is incorporated herein by reference.
(5)(b) Investment Advisory Agreement between IDS Life Insurance Company and
American Express Financial Corporation dated Oct. 14, 1998, is filed
electronically herewith.
(5)(c) Administrative Services Agreement between Registrant and American
Express Financial Corporation dated Oct. 8, 1998, is filed
electronically herewith.
(6) Not Applicable.
(7) All employees are eligible to participate in a profit sharing plan.
Entry into the plan is Jan. 1 or July 1. The Registrant contributes
each year an amount up to 15 percent of their annual salaries, the
maximum deductible amount permitted under Section 404(a) of the
Internal Revenue Code.
<PAGE>
(8) Custodian Agreement between Registrant and American Express Trust
Company, dated March 20, 1995, filed electronically as Exhibit No. 8 to
Registrant's Post-Effective Amendment No. 26 to Registration Statement
No. 2-72584, is incorporated herein by reference.
(9)(a) Plan and Agreement of Merger between IDS Life Moneyshare Minnesota, Inc.
and IDS Life Moneyshare Fund, Inc. dated April 10, 1986,
filed electronically as Exhibit No. 9(a) to Registrant's Post-Effective
Amendment No. 21 to Registration Statement No. 2-72584, is
incorporated herein by reference.
(9)(b) License Agreement between Registrant and IDS Financial Corporation,
dated Jan. 25, 1988, filed electronically as Exhibit No. 9(b) to
Registrant's Post-Effective Amendment No. 21 to Registration Statement
No. 2-72584, is incorporated herein by reference.
(10) Opinion and consent of counsel as the legality of the securities being
registered is filed electronically herewith.
(11) Independent Auditors' Consent filed as Exhibit No. 11 in Post-Effective
Amendment No. 36 to Registration Statement No. 2-73115, is incorporated
herein by reference.
(12) None.
(13) Investment Letter of IDS Life Insurance Company, dated Oct. 13, 1981,
filed electronically as Exhibit No. 13 to Registrant's Post-Effective
Amendment No. 21 to Registration Statement No. 2-72584, is incorporated
herein by reference.
(14) Not Applicable.
(15) Not Applicable.
(16) Schedule for computation of each performance quotation provided in the
Registration Statement in response to Item 22 filed as Exhibit 16 to
Post-Effective Amendment No. 17 to Registration Statement No. 2-72584
is incorporated herein by reference. Addendum to the schedule for
computation of each performance quotation filed as Exhibit 16 to
Post-Effective Amendment No. 20 to Registration Statement No. 2-72584
is incorporated herein by reference.
(17) Financial Data Schedule is filed electronically herewith.
(18)(a) Directors' Power of Attorney, dated Jan. 7, 1998, to sign Amendments to
this Registration Statement is filed electronically herewith.
(18)(b) Officers' Power of Attorney, dated Nov. 1, 1995, to sign Amendments to
this Registration Statement, filed electronically as Exhibit No. 18(b)
to Registrant's Post-Effective Amendment No. 28 to Registration
Statement No. 2-72584, is incorporated herein by reference.
Item 25. Persons Controlled by or under Common Control with Registrant
IDS Life and its subsidiaries are the record holders of all outstanding shares
of IDS Life Investment Series, Inc., IDS Life Special Income Fund, Inc., IDS
Life Moneyshare Fund, Inc. and IDS Life Managed Fund, Inc. All of such shares
were purchased and are held by
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IDS Life and its subsidiaries pursuant to instructions from owners of variable
annuity contracts issued by IDS Life and its subsidiaries. Accordingly, IDS Life
disclaims beneficial ownership of all shares of each fund.
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Holders as of
Title of Class October 1, 1998
Capital Stock Eight
($.01 par)
Item 27. Indemnification
The Articles of Incorporation of the registrant provide that the Fund shall
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that she or he is or was a director, officer, employee or
agent of the Fund, or is or was serving at the request of the Fund as a
director, officer, employee or agent of another company, partnership, joint
venture, trust or other enterprise, to any threatened, pending or completed
action, suit or proceeding, wherever brought, and the Fund may purchase
liability insurance and advance legal expenses, all to the fullest extent
permitted by the laws of the State of Minnesota, as now existing or hereafter
amended. The By-laws of the registrant provide that present or former directors
or officers of the Fund made or threatened to be made a party to or involved
(including as a witness) in an actual or threatened action, suit or proceeding
shall be indemnified by the Fund to the full extent authorized by the Minnesota
Business Corporation Act, all as more fully set forth in the By-laws filed as an
exhibit to this registration statement.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Any indemnification hereunder shall not be exclusive of any other rights of
indemnification to which the directors, officers, employees or agents might
otherwise be entitled. No indemnification shall be made in violation of the
Investment Company Act of 1940.
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Item 28. Business and Other Connections of Investment Advisor (IDS Life
Insurance Company).
Directors and officers of IDS Life Insurance Company who are directors and/or
officers of one or more other companies:
<TABLE>
<CAPTION>
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<S> <C> <C> <C>
Name and Title Other company(s) Address Title within other
company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Timothy V. Bechtold, American Express Financial IDS Tower 10 Vice President
Executive Vice President Advisors Inc. Minneapolis, MN 55440
American Express Financial Vice President
Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
David J. Berry, IDS Tower 10
Vice President Minneapolis, MN 55440
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Mark W. Carter, American Express Financial IDS Tower 10 Senior Vice President and
Executive Vice President Advisors Inc. Minneapolis, MN 55440 Chief Marketing Officer
American Express Financial Senior Vice President and
Corporation Chief Marketing Officer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Robert M. Elconin, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Financial Vice President
Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Lorraine R. Hart, AMEX Assurance Company IDS Tower 10 Vice President
Vice President Minneapolis, MN 55440
American Enterprise Life Vice President
Insurance Company
American Express Financial Vice President
Advisors Inc.
American Express Financial Vice President
Corporation
American Partners Life Director and Vice
Insurance Company President
IDS Certificate Company Vice President
IDS Life Series Fund, Inc. Vice President
IDS Life Variable Annuity Vice President
Funds A and B
Investors Syndicate Director and Vice
Development Corp. President
IDS Life Insurance Company P.O. Box 5144 Investment Officer
of New York Albany, NY 12205
<PAGE>
Item 28. Business and Other Connections of Investment Advisor (IDS Life Insurance
Company) (Continued)
IDS Property Casualty 1 WEG Blvd. Vice President
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Jeffrey S. Horton, AMEX Assurance Company IDS Tower 10 Vice President, Treasurer
Vice President Minneapolis, MN 55440 and Assistant Secretary
American Centurion Life Vice President and
Assurance Company Treasurer
American Enterprise Vice President and
Investment Services Inc. Treasurer
American Enterprise Life Vice President and
Insurance Company Treasurer
American Express Asset Vice President and
Management Group Inc. Treasurer
American Express Asset Vice President and
Management International Treasurer
Inc.
American Express Client Vice President and
Service Corporation Treasurer
American Express Vice President and
Corporation Treasurer
American Express Financial Vice President and
Advisors Inc. Treasurer
American Express Insurance Vice President and
Agency of Arizona Inc. Treasurer
American Express Insurance Vice President and
Agency of Idaho Inc. Treasurer
American Express Insurance Vice President and
Agency of Nevada Inc. Treasurer
American Express Insurance Vice President and
Agency of Oregon Inc. Treasurer
American Express Minnesota Vice President and
Foundation Treasurer
American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Kentucky Inc.
American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Maryland Inc.
<PAGE>
Item 28. Business and Other Connections of Investment Advisor (IDS Life Insurance
Company) (Continued)
American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Pennsylvania Inc.
American Express Partners Vice President and
Life Insurance Company Treasurer
IDS Cable Corporation Director, Vice President
and Treasurer
IDS Cable II Corporation Director, Vice President
and Treasurer
IDS Capital Holdings Inc. Vice President, Treasurer
and Assistant Secretary
IDS Certificate Company Vice President and
Treasurer
IDS Insurance Agency of Vice President and
Alabama Inc. Treasurer
IDS Insurance Agency of Vice President and
Arkansas Inc. Treasurer
IDS Insurance Agency of Vice President and
Massachusetts Inc. Treasurer
IDS Insurance Agency of Vice President and
New Mexico Inc. Treasurer
IDS Insurance Agency of Vice President and
North Carolina Inc. Treasurer
IDS Insurance Agency of Vice President and
Ohio Inc. Treasurer
IDS Insurance Agency of Vice President and
Wyoming Inc. Treasurer
IDS Life Insurance Company Vice President, Treasurer
and Assistant Secretary
IDS Life Insurance Company P.O. Box 5144 Vice President and
of New York Albany, NY 12205 Treasurer
IDS Life Series Fund Inc. Vice President and
Treasurer
IDS Life Variable Annuity Vice President and
Funds A & B Treasurer
IDS Management Corporation Director, Vice President
and Treasurer
IDS Partnership Services Vice President and
Corporation Treasurer
<PAGE>
Item 28. Business and Other Connections of Investment Advisor (IDS Life Insurance
Company) (Continued)
IDS Plan Services of Vice President and
California, Inc. Treasurer
IDS Real Estate Services, Vice President and
Inc. Treasurer
IDS Realty Corporation Vice President and
Treasurer
IDS Sales Support Inc. Vice President and
Treasurer
IDS Securities Corporation Vice President and
Treasurer
Investors Syndicate Vice President and
Development Corp. Treasurer
IDS Property Casualty 1 WEG Blvd. Vice President, Treasurer
Insurance Company DePere, WI 54115 and Assistant Secretary
North Dakota Public Vice President and
Employee Payment Company Treasurer
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David R. Hubers, AMEX Assurance Company IDS Tower 10 Director
Director Minneapolis, MN 55440
American Express Financial Chairman, President and
Advisors Inc. Chief Executive Officer
American Express Financial Director, President and
Corporation Chief Executive Officer
American Express Service Director and President
Corporation
IDS Certificate Company Director
IDS Plan Services of Director and President
California, Inc.
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
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James M. Jensen, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Financial Vice President
Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Richard W. Kling, AMEX Assurance Company IDS Tower 10 Director
Director and President Minneapolis, MN 55440
American Centurion Life Director
Assurance Company
American Enterprise Life Director and Chairman of
Insurance Company the Board
<PAGE>
Item 28. Business and Other Connections of Investment Advisor (IDS Life Insurance
Company) (Continued)
American Express Director and President
Corporation
American Express Financial Senior Vice President
Advisors Inc.
American Express Financial Director and Senior Vice
Corporation President
American Express Insurance Director and President
Agency of Arizona Inc.
American Express Insurance Director and President
Agency of Idaho Inc.
American Express Insurance Director and President
Agency of Nevada Inc.
American Express Insurance Director and President
Agency of Oregon Inc.
American Express Property Director and President
Casualty Insurance Agency
of Kentucky Inc.
American Express Property Director and President
Casualty Insurance Agency
of Maryland Inc.
American Express Property Director and President
Casualty Insurance Agency
of Pennsylvania Inc.
American Express Service Vice President
Corporation
American Partners Life Director and Chairman of
Insurance Company the Board
IDS Certificate Company Director and Chairman of
the Board
IDS Insurance Agency of Director and President
Alabama Inc.
IDS Insurance Agency of Director and President
Arkansas Inc.
IDS Insurance Agency of Director and President
Massachusetts Inc.
IDS Insurance Agency of Director and President
New Mexico Inc.
IDS Insurance Agency of Director and President
North Carolina Inc.
<PAGE>
Item 28. Business and Other Connections of Investment Advisor (IDS Life Insurance
Company) (Continued)
IDS Insurance Agency of Director and President
Ohio Inc.
IDS Insurance Agency of Director and President
Wyoming Inc.
IDS Life Insurance Company Director and President
IDS Life Series Fund, Inc. Director and President
IDS Life Variable Annuity Manager, Chairman of the
Funds A and B Board and President
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
IDS Life Insurance Company P.O. Box 5144 Director, Chairman of the
of New York Albany, NY 12205 Board and President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Paul F. Kolkman, American Express Financial IDS Tower 10 Vice President
Director and Executive Vice Advisors Inc. Minneapolis, MN 55440
President
American Express Financial Vice President
Corporation
IDS Life Series Fund, Inc. Vice President and Chief
Actuary
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
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Paula R. Meyer, American Enterprise Life IDS Tower 10 Vice President
Director and Executive Vice Insurance Company Minneapolis, MN 55440
President
American Express Financial Vice President
Advisors Inc.
American Partners Life Director and President
Insurance Company
IDS Certificate Company Director and President
American Express Financial Vice President
Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
James A. Mitchell, AMEX Assurance Company IDS Tower 10 Director
Director, Chairman of the Minneapolis, MN 55440
Board and Chief Executive
Officer
American Enterprise Director
Investment Services Inc.
American Express Financial Executive Vice President
Advisors Inc.
<PAGE>
Item 28. Business and Other Connections of Investment Advisor (IDS Life Insurance
Company) (Continued)
American Express Financial Director and Executive
Corporation Vice President
American Express Service Director and Senior Vice
Corporation President
American Express Tax and Director
Business Services Inc.
IDS Certificate Company Director
IDS Plan Services of Director
California, Inc.
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Pamela J. Moret, American Express Financial IDS Tower 10 Vice President
Executive Vice President Advisors Inc. Minneapolis, MN 55440
American Express Financial Vice President
Corporation
American Express Trust Vice President
Company
IDS Life Insurance Company P.O. Box 5144 Vice President
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Barry J. Murphy, American Express Client IDS Tower 10 Director and President
Director and Executive Vice Service Corporation Minneapolis, MN 55440
President
American Express Financial Senior Vice President
Advisors Inc.
American Express Financial Director and Senior Vice
Corporation President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
James R. Palmer, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Financial Vice President
Corporation
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Stuart A. Sedlacek, American Centurion Life IDS Tower 10 Director, Chairman and
Director and Executive Vice Assurance Company Minneapolis, MN 55440 President
President
American Enterprise Life Executive Vice President
Insurance Company
American Express Financial Senior Vice President and
Advisors Inc. Chief Financial Officer
<PAGE>
Item 28. Business and Other Connections of Investment Advisor (IDS Life Insurance
Company) (Continued)
American Express Financial Senior Vice President and
Corporation Chief Financial Officer
American Express Trust Director
Company
American Partners Life Director and Vice President
Insurance Agency
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
F. Dale Simmons, AMEX Assurance Company IDS Tower 10 Vice President
Vice President Minneapolis, MN 55440
American Enterprise Life Vice President
Insurance
American Express Financial Vice President
Advisors Inc.
American Express Financial Vice President
Corporation
American Partners Life Vice President
Insurance Company
IDS Certificate Company Vice President
IDS Partnership Services Director and Vice President
Corporation
IDS Real Estate Services Director and Vice President
Inc.
IDS Realty Corporation Director and Vice President
IDS Life Insurance Company P.O. Box 5144 Vice President and
of New York Albany, NY 12205 Assistant Treasurer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
William A. Stoltzmann, American Enterprise Life IDS Tower 10 Director, Vice President,
Vice President, General Insurance Company Minneapolis, MN 55440 General Counsel and
Counsel and Secretary Secretary
American Express Director, Vice President
Corporation and Secretary
American Express Financial Vice President and
Advisors Inc. Assistant General Counsel
American Express Financial Vice President and
Corporation Assistant General Counsel
American Partners Life Director, Vice President,
Insurance Company General Counsel and
Secretary
IDS Life Insurance Company Vice President, General
Counsel and Secretary
<PAGE>
Item 28. Business and Other Connections of Investment Advisor (IDS Life Insurance
Company) (Continued)
IDS Life Series Fund Inc. General Counsel and
Assistant Secretary
IDS Life Variable Annuity General Counsel and
Funds A & B Assistant Secretary
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Philip C. Wentzel, American Enterprise Life IDS Tower 10 Vice President and
Vice President and Controller Insurance Company Minneapolis, MN 55440 Controller
IDS Life Insurance Company P.O. Box 5144 Vice President and
of New York Albany, NY 12205 Controller, Risk Management
</TABLE>
Item 29. The Fund has no principal underwriter.
Item 30. American Express Financial Corporation
IDS Tower 10
Minneapolis, MN 55440-0010
Item 31. Not Applicable.
Item 32. (a) Not Applicable.
(b) The Registrant undertakes to file a post-effective
amendment using financial statements which need not
be certified, within four to six months from the
effective date of Registrant's 1933 Act Registration
Statement.
(c) The Registrant undertakes to furnish each person to
whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders,
upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant, IDS Life Moneyshare Fund, Inc. certifies
that it meets all of the requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and 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 27th day of Oct., 1998.
IDS LIFE MONEYSHARE FUND, INC.
By /s/ William R. Pearce
William R. Pearce, Chief Executive Officer
By /s/ John R. Thomas
John R. Thomas, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
its Registration Statement has been signed below by the following persons in the
capacities indicated on the 27th day of Oct., 1998.
Signature Capacity
/s/ William R. Pearce* Chairman of the Board
William R. Pearce
/s/ John R. Thomas* Director
John R. Thomas
/s/ H. Brewster Atwater, Jr.* Director
H. Brewster Atwater, Jr.
/s/ Lynne V. Cheney* Director
Lynne V. Cheney
/s/ David R. Hubers* Director
David R. Hubers
/s/ Heinz F. Hutter* Director
Heinz F. Hutter
/s/ Anne P. Jones* Director
Anne P. Jones
/s/ James A. Mitchell* Director
James A. Mitchell
<PAGE>
Signature Capacity
/s/ Alan K. Simpson* Director
Alan K. Simpson
/s/ Edson W. Spencer* Director
Edson W. Spencer
/s/ Wheelock Whitney* Director
Wheelock Whitney
/s/ C. Angus Wurtele* Director
C. Angus Wurtele
*Signed pursuant to Directors' Power of Attorney dated Jan. 7, 1998, and filed
electronically herewith.
/s/ William R. Pearce
William R. Pearce
<PAGE>
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 32
TO REGISTRATION STATEMENT NO. 2-72584
This post-effective amendment contains the following papers and documents:
The facing sheet.
Part A (incorporated by reference).
The prospectus.
Part B (incorporated by reference).
Statement of Additional Information.
Financial Statements.
Part C.
Other information.
The signatures.
IDS Life Moneyshare Fund, Inc.
File No. 2-72584/811-3190
EXHIBIT INDEX
Exhibit 5(b): Investment Advisory Agreement dated Oct. 14, 1998.
Exhibit 5(c): Administrative Service Agreement dated Oct. 8, 1998.
Exhibit 10: Opinion and Consent of Counsel.
Exhibit 17: Financial Data Schedule.
Exhibit 18(a): Directors' Power of Attorney dated Jan. 7, 1998.
INVESTMENT ADVISORY AGREEMENT
Agreement effective the 14th day of October, 1998, by and between IDS Life
Insurance Company (IDS Life) and American Express Financial Corporation (AEFC).
WHEREAS IDS Life has heretofore organized five companies, and such companies
have been registered as investment companies under the Investment Company Act of
1940 (such companies being referred to collectively as the "Funds" and
individually as the "Fund"), and may in the future organize one or more
additional Funds;
WHEREAS AEFC has a staff of experienced investment personnel and facilities for
the kind of investment portfolio contemplated for such Fund or Funds;
NOW THEREFORE, it is mutually agreed:
1. Funds to Which Applicable. This agreement shall only be effective to
any Fund in respect of which:
a. IDS Life has notified AEFC in writing to include such Fund
under the terms of this agreement; and
b. IDS Life has an existing legal duty to provide investment
management for such Fund; and
c. To the extent required by the Investment Company Act of 1940,
this agreement has been approved by a vote of the persons
having an interest in such Fund or an exemptive order from
such requirement of approval has been obtained from the
Securities and Exchange Commission; and continuance of its
applicability is approved as required by the Investment
Company Act of 1940; and
d. The applicability of this agreement has not been terminated as
provided in paragraph 8 hereof.
2. Investment Advice. AEFC will continuously keep under observation the
investment portfolio and investment objectives of any Fund covered by
the terms of this agreement and will, with respect to each such Fund,
continuously furnish to IDS Life (1) assistance and advice in
investment planning, (2) recommendations as to particular purchases and
sales of securities, and (3) information as to economic and market
factors and other information relating to the investment plans of and
the particular investment held in any such Fund.
<PAGE>
3. Information Furnished to AEFC. IDS Life shall furnish such information
to AEFC as to holdings, purchases, and sales of securities under its
management and investment portfolio requirements as will reasonably
enable AEFC to furnish the investment advice under this agreement.
4. Furnishing Advice, Information and Notices. The advice, information,
reports, etc., furnished under this agreement to IDS Life and any
notice under this agreement shall be furnished to the President of IDS
Life or to the person or persons designated in writing by him or by a
person to whom he has delegated the authority to so designate. Any
information or notice provided to AEFC under the terms of this
agreement shall be furnished to the President of AEFC or to the person
or persons designated in writing by him or by a person to whom he has
delegated the authority to so designate.
5. Purchase and Sale of Securities. IDS Life may, in its discretion, direct
purchase or sale orders to AEFC which will then place any such order with a
broker or brokers or negotiate such executions. All transactions will be
executed in a manner and in accordance with the procedures and standards as
set forth in, or as established in accordance with, the investment
management agreement between IDS Life and such Fund. IDS Life shall furnish
AEFC with information concerning such procedures and standards, and any
amendments thereto; and AEFC will maintain records to assure that such
transactions have been executed in accordance therewith. It is understood
that IDS Securities Corporation, a subsidiary of AEFC and a member firm of
the Pacific Stock Exchange, may participate in brokerage commissions
generated by any security transactions under this agreement, and that other
broker dealer affiliates of AEFC may be used to the extent consistent with
Section 15(f) of the Investment Company Act of 1940 and other applicable
provisions of the Federal securities laws.
6. Compensation to AEFC. The fee for the services provided by this
agreement will be determined as follows:
a. The Fund shall pay the Company a fee for each calendar day of each
year equal to the total of 1/365th (1/366th in each leap year) of a
percentage of the net assets of the Fund as shown on attached Schedule
A, to be computed for each such day on the basis of net assets as of
the close of business on the next preceding full business day. In the
case of the suspension of the computation of asset value, the said fee
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. As used herein, "net assets" as of the close of a full
business day shall include all transactions in shares of the Fund
recorded on the books of the Fund for that day.
<PAGE>
b. The foregoing fee shall be paid on a monthly basis in cash by
IDS Life to AEFC within five (5) business days after the last
day of each month.
7. Miscellaneous.
a. IDS Life recognizes that AEFC now renders and may continue to
render investment advice and other services to other persons
which may or may not have investment policies and investments
similar to those of the Funds included herein, and that AEFC
manages its own investments and those of certain subsidiaries.
AEFC shall be free to render such investment advice and other
services, and IDS Life hereby consents thereto. This agreement is
separate from any agreement IDS Life and AEFC may have concerning
investment advice in respect of certain separate accounts of IDS
Life.
b. It is understood and agreed that in furnishing the investment
advice and other services as herein provided neither AEFC, nor
any officer, director, employee, or agent thereof shall be held
liable to IDS Life or Funds included herein or creditors 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
AEFC may rely upon information furnished to it reasonably
believed to be accurate and reliable and that, except as
hereinabove provided, AEFC shall not be accountable for any loss
suffered by IDS Life or Funds included herein by the reason of
the latter's action or nonaction on the basis of any advice or
recommendation of AEFC, its officers, directors or agents.
8. Renewal and Termination.
a. As to any Fund which (1) is a registered investment company
under the Investment Company Act of 1940, and (2) this
agreement has become applicable as provided in Section 1
above, this agreement, unless terminated pursuant to
paragraph b, c, or d below, shall continue in effect from
year to year, provided its continued applicability is
specifically approved at least annually (i) by the Board of
Directors of said Fund or by a vote of the holders of a
majority of the outstanding votes of the Fund and (ii) by
vote of a majority of the Directors 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.
<PAGE>
b. The applicability of this agreement to any Fund which is a
registered investment company within the meaning of the
Investment Company Act of 1940 may be terminated by sixty days
written notice to either AEFC or IDS Life.
c. AEFC or IDS Life may terminate this agreement or the
applicability of this agreement to any Fund by giving sixty
days written notice to the other party.
d. This agreement shall terminate, as to any Fund which is a
registered investment company under the Investment Company Act
of 1940, in the event of its assignment, the term "assignment"
for this purpose having the same meaning set forth in the
Investment Company Act of 1940, as amended.
IN WITNESS WHEREOF, the parties hereto have executed the foregoing agreement on
the day and year first above written.
IDS LIFE INSURANCE COMPANY ATTEST:
By: /s/ Pamela J. Moret By: /s/ Mary Jo Olson
Name: /s/ Pamela J. Moret Name: /s/ Mary Jo Olson
Title: Executive Vice President, Variable Title: Assistant Secretary
Assets
AMERICAN EXPRESS FINANCIAL
CORPORATION ATTEST:
By: /s/ William A. Stoltzmann By: /s/ Mary Jo Olson
Name: /s/ William A. Stoltzmann Name: /s/ Mary Jo Olson
Title: Vice President Title: Assistant Secretary
<PAGE>
SCHEDULE A
- --------------------------------------------------- ----------------------------
FUND PERCENTAGE OF
NET ASSETS
- --------------------------------------------------- ----------------------------
- --------------------------------------------------- ----------------------------
IDS Life Investment Series, Inc.
o IDS Life Capital Resource Fund 0.25%
o IDS Life Aggressive Growth Fund 0.25%
o IDS Life Growth Dimensions Fund 0.25%
o IDS Life International Equity Fund 0.35%
- --------------------------------------------------- ----------------------------
- --------------------------------------------------- ----------------------------
IDS Life Special Income Fund, Inc.
o IDS Life Special Income Fund 0.25%
o IDS Life Global Yield Fund 0.25%
o IDS Life Income Advantage Fund 0.25%
- --------------------------------------------------- ----------------------------
- --------------------------------------------------- ----------------------------
IDS Life Moneyshare Fund, Inc. 0.25%
- --------------------------------------------------- ----------------------------
- --------------------------------------------------- ----------------------------
IDS Life Managed Fund, Inc. 0.25%
- --------------------------------------------------- ----------------------------
- --------------------------------------------------- ----------------------------
IDS Life Series Fund, Inc.
o Equity Portfolio 0.25%
o Income Portfolio 0.25%
o Money Market Portfolio 0.25%
o Managed Portfolio 0.25%
o Government Securities Portfolio 0.25%
o International Equity Portfolio 0.35%
- --------------------------------------------------- ----------------------------
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made the 8th day of October, 1998, by and between IDS Life Moneyshare
Fund, Inc. (the "Fund"), a Minnesota corporation, and American Express Financial
Corporation, a Delaware corporation.
Part One: SERVICES
(1) The Fund hereby retains American Express Financial Corporation, and American
Express Financial Corporation hereby agrees, for the period of this Agreement
and under the terms and conditions hereinafter set forth, to furnish the Fund
continuously with all administrative, accounting, clerical, statistical,
correspondence, corporate and all other services of whatever nature required in
connection with the administration of the Fund as provided under this Agreement;
and to pay such expenses as may be provided for in Part Three hereof; subject
always to the direction and control of the Board of Directors, the Executive
Committee and the authorized officers of the Fund. American Express Financial
Corporation agrees to maintain an adequate organization of competent persons to
provide the services and to perform the functions herein mentioned. American
Express Financial Corporation agrees to meet with any persons at such times as
the Board of Directors deems appropriate for the purpose of reviewing American
Express Financial Corporation's performance under this Agreement.
(2) The Fund agrees that it will furnish to American Express Financial
Corporation any information that the latter may reasonably request with respect
to the services performed or to be performed by American Express Financial
Corporation under this Agreement.
(3) It is understood and agreed that in furnishing the Fund with the services as
herein provided, neither American Express Financial Corporation, nor any
officer, director or agent thereof shall be held liable to the Fund or its
creditors or shareholders for errors of judgment or for anything except willful
misfeasance, bad faith, or gross negligence in the performance of its duties, or
reckless disregard of its obligations and duties under the terms of this
Agreement. It is further understood and agreed that American Express Financial
Corporation may rely upon information furnished to it reasonably believed to be
accurate and reliable.
Part Two: COMPENSATION FOR SERVICES
(1) The Fund agrees to pay to American Express Financial Corporation, and
American Express Financial Corporation covenants and agrees to accept from the
Fund in full payment for the services furnished, based on the net assets of the
Fund as set forth in the following table:
Assets Annual Rate At
(Billions) Each Asset Level
First $1 0.030%
Next $0.50 0.027
Next $0.50 0.025
Next $0.50 0.022
Over $2.5 0.020
<PAGE>
The administrative fee for each calendar day of each year shall be equal to
1/365th (1/366th in each leap year) of the total amount computed. The
computation shall be made for each such 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 administrative fee 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. As used herein, "net assets"
as of the close of a full business day shall include all transactions in shares
of the Fund recorded on the books of the Fund for that day.
(2) The administrative fee shall be paid on a monthly basis and, in the event of
the termination of this Agreement, the administrative fee accrued shall be
prorated on the basis of the number of days that this Agreement is in effect
during the month with respect to which such payment is made.
(3) The administrative fee provided for hereunder shall be paid in cash by the
Fund to American Express Financial Corporation within five (5) business days
after the last day of each month.
Part Three: ALLOCATION OF EXPENSES
(1) The Fund agrees to pay:
(a) Administrative fees payable to American Express Financial Corporation for
its services under the terms of this Agreement.
(b) Taxes.
(c) Fees and charges of its independent certified public accountants for
services the Fund requests.
(d) Fees and expenses of attorneys (i) it employs in matters not involving the
assertion of a claim by a third party against the Fund, its directors and
officers, (ii) it employs in conjunction with a claim asserted by the Board of
Directors against American Express Financial Corporation, except that American
Express Financial Corporation shall reimburse the Fund for such fees and
expenses if it is ultimately determined by a court of competent jurisdiction, or
American Express Financial Corporation agrees, that it is liable in whole or in
part to the Fund, and (iii) it employs to assert a claim against a third party.
(e) Fees paid for the qualification and registration for public sale of the
securities of the Fund under the laws of the United States and of the several
states in which such securities shall be offered for sale.
(f) Office expenses which shall include a charge for occupancy, insurance on the
premises, furniture and equipment, telephone, telegraph, electronic information
services, books, periodicals, published services, and office supplies used by
the Fund, equal to the cost of such incurred by American Express Financial
Corporation.
(g) Fees of consultants employed by the Fund.
<PAGE>
(h) Directors, 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 directors, officers and employees,
directors and officers liability insurance, errors and omissions liability
insurance, worker's compensation insurance and other expenses applicable to the
directors, officers and employees, except the Fund will not pay any fees or
expenses of any person who is an officer or employee of American Express
Financial Corporation or its affiliates.
(i) Filing fees and charges incurred by the Fund in connection with filing any
amendment to its articles of incorporation, or incurred in filing any other
document with the State of Minnesota or its political subdivisions.
(j) Organizational expenses of the Fund.
(k) One-half of the Investment Company Institute membership dues charged jointly
to the IDS MUTUAL FUND GROUP and American Express Financial Corporation.
(l) Expenses properly payable by the Fund, approved by the Board of Directors.
(2) American Express Financial Corporation agrees to pay all expenses associated
with the services it provides under the terms of this Agreement. Further,
American Express Financial Corporation agrees that if, at the end of any month,
the expenses of the Fund under this Agreement and any other agreement between
the Fund and American Express Financial Corporation, but excluding those
expenses set forth in (1)(b) of this Part Three, exceed the most restrictive
applicable state expenses limitation, the Fund shall not pay those expenses set
forth in (1)(a) and (c) through (m) of this Part Three to the extent necessary
to keep the Fund's expenses from exceeding the limitation, it being understood
that American Express Financial Corporation will assume all unpaid expenses and
bill the Fund for them in subsequent months but in no event can the accumulation
of unpaid expenses or billing be carried past the end of the Fund's fiscal year.
Part Four: MISCELLANEOUS
(1) American Express Financial Corporation 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 Fund.
(2) A "full business day" shall be as defined in the By-laws.
(3) The Fund recognizes that American Express Financial Corporation 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 Fund and that American Express Financial
Corporation manages its own investments and/or those of its subsidiaries.
American Express Financial Corporation shall be free to render such investment
advice and other services and the Fund hereby consents thereto.
(4) Neither this Agreement nor any transaction had pursuant hereto shall be
invalidated or in anyway affected by the fact that directors, officers, agents
and/or shareholders of the Fund are or may be interested in American Express
Financial Corporation or any successor or assignee thereof, as directors,
officers, stockholders or otherwise; that directors, officers, stockholders or
agents of American Express Financial
<PAGE>
Corporation are or may be interested in the Fund as directors, officers,
shareholders, or otherwise; or that American Express Financial Corporation or
any successor or assignee, is or may be interested in the Fund as shareholder or
otherwise, provided, however, that neither American Express Financial
Corporation, nor any officer, director or employee thereof or of the Fund, shall
sell to or buy from the Fund any property or security other than shares issued
by the Fund, except in accordance with applicable regulations or orders of the
United States Securities and Exchange Commission.
(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) American Express Financial Corporation agrees that no officer, director or
employee of American Express Financial Corporation will deal for or on behalf of
the Fund 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 officers, directors or employees of American Express Financial
Corporation from having a financial interest in the Fund or in American Express
Financial Corporation.
(7) The Fund agrees that American Express Financial Corporation 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 American Express Financial Corporation remains fully
responsible for the services.
(8) 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. This Agreement shall be governed by the laws of the State of Minnesota.
Part Five: RENEWAL AND TERMINATION
(1) 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.
(2) This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties.
<PAGE>
IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as
of the day and year first above written.
IDS LIFE MONEYSHARE FUND, INC.
By: /s/ Leslie L. Ogg
Leslie L. Ogg
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Pamela J. Moret
Pamela J. Moret
Vice President
Opinion of Counsel
October 27, 1998
IDS Life Moneyshare Fund, Inc.
IDS Tower 10
Minneapolis, MN 55440-0010
Gentlemen:
I have examined the Articles of Incorporation and the By-Laws of IDS Life
Moneyshare Fund, Inc. (the Company) and all necessary certificates, permits,
minute books, documents and records of the Company, and the applicable statutes
of the State of Minnesota, and it is my opinion that the shares sold in
accordance with applicable federal and state securities laws will be legally
issued, fully paid, and nonassessable.
This opinion may be used in connection with the Post-Effective Amendment.
Sincerely,
/s/ Leslie L. Ogg
Leslie L. Ogg
Attorney at Law
901 S. Marquette Ave., Suite 2810
Minneapolis, Minnesota 55402-3268
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> IDS LIFE MONEYSHARE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 414439143
<INVESTMENTS-AT-VALUE> 414439143
<RECEIVABLES> 15342439
<ASSETS-OTHER> 33476
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 429815058
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1954058
<TOTAL-LIABILITIES> 1954058
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 427863449
<SHARES-COMMON-STOCK> 427897200
<SHARES-COMMON-PRIOR> 421383025
<ACCUMULATED-NII-CURRENT> 82
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 2531
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 427861000
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 22552009
<OTHER-INCOME> 0
<EXPENSES-NET> 2244992
<NET-INVESTMENT-INCOME> 20307017
<REALIZED-GAINS-CURRENT> (1891)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 20305126
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 20307015
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 372938041
<NUMBER-OF-SHARES-REDEEMED> 386732614
<SHARES-REINVESTED> 20308748
<NET-CHANGE-IN-ASSETS> 6512222
<ACCUMULATED-NII-PRIOR> 80
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 640
<GROSS-ADVISORY-FEES> 2041502
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2244992
<AVERAGE-NET-ASSETS> 396135143
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> .00
<PER-SHARE-DIVIDEND> .05
<PER-SHARE-DISTRIBUTIONS> .00
<RETURNS-OF-CAPITAL> .00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .56
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
DIRECTORS' POWER OF ATTORNEY
City of Minneapolis
State of Minnesota
Each of the undersigned, as directors of the below listed open-end,
diversified investment companies that previously have filed registration
statements and amendments thereto pursuant to the requirements of the Securities
Act of 1933 and the Investment Company Act of 1940 with the Securities and
Exchange Commission:
1933 Act 1940 Act
Reg. Number Reg.
Number
IDS Life Investment Series, Inc. 2-73115 811-3218
IDS Life Managed Fund, Inc. 2-96367 811-4252
IDS Life Moneyshare Fund, Inc. 2-72584 811-3190
IDS Life Special Income Fund, Inc. 2-73113 811-3219
hereby constitutes and appoints William R. Pearce and Leslie L. Ogg or either
one of them, as her or his attorney-in-fact and agent, to sign for her or him in
her or his name, place and stead any and all further amendments to said
registration statements filed pursuant to said Acts and any rules and
regulations thereunder, and to file such amendments with all exhibits thereto
and other documents in connection therewith with the Securities and Exchange
Commission, granting to either of them the full power and authority to do and
perform each and every act required and necessary to be done in connection
therewith.
Dated the 7th day of January, 1998.
/s/ H. Brewster Atwater, Jr. /s/ William R. Pearce
H. Brewster Atwater, Jr. William R. Pearce
/s/ Lynne V. Cheney /s/ Alan K. Simpson
Lynne V. Cheney Alan K. Simpson
/s/ David R. Hubers /s/ Edson W. Spencer
David R. Hubers Edson W. Spencer
/s/ Heinz F. Hutter /s/ John R. Thomas
Heinz F. Hutter John R. Thomas
/s/ Anne P. Jones /s/ Wheelock Whitney
Anne P. Jones Wheelock Whitney
/s/ James A. Mitchell /s/ C. Angus Wurtele
James A. Mitchell C. Angus Wurtele
