SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 37 (File No. 2-73113) [X]
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF l940
Amendment No. 39 (File No. 811-3219) [X]
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AXP VARIABLE PORTFOLIO - INCOME SERIES, INC., formerly known as
IDS LIFE SPECIAL INCOME 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 August 11, 1999 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.
<PAGE>
PART A
The combined Prospectus containing information for:
AXP Variable Portfolio - Investment Series, Inc.
AXP Variable Portfolio - Blue Chip Advantage Fund
AXP Variable Portfolio - Growth Fund
AXP Variable Portfolio - Small Cap Advantage Fund
AXP Variable Portfolio - Income Series, Inc.
AXP Variable Portfolio - Federal Income Fund
AXP Variable Portfolio - Managed Series, Inc.
AXP Variable Portfolio - Diversified Equity Income Fund
filed in Post-Effective Amendment No. 38 to Registration Statement
No. 2-73115 is incorporated herein by reference.
PART B
The combined Statement of Additional Information containing information
for: AXP Variable Portfolio - Investment Series, Inc.
AXP Variable Portfolio - Blue Chip Advantage Fund
AXP Variable Portfolio - Growth Fund
AXP Variable Portfolio - Small Cap Advantage Fund
AXP Variable Portfolio - Income Series, Inc.
AXP Variable Portfolio - Federal Income Fund
AXP Variable Portfolio - Managed Series, Inc.
AXP Variable Portfolio - Diversified Equity Income Fund
filed in Post-Effective Amendment No. 38 to Registration Statement
No. 2-73115 is incorporated herein by reference.
<PAGE>
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) Articles of Incorporation as amended Oct. 13, 1989, filed
electronically as Exhibit No. 1 to Registrant's Post-Effective
Amendment No. 24 to Registration Statement No. 2-73113, are
incorporated by reference.
(b) By-laws as amended Jan. 12, 1989, filed electronically as Exhibit No.
2 to Registrant's Post-Effective Amendment No. 24 to Registration
Statement No. 2-73113, are incorporated by reference.
(c) Stock certificate for common shares, is on file at the Registrant's
headquarters.
(d)(1) Investment Management Services Agreement between Registrant, on behalf
of IDS Life Special Income Fund, and IDS Life Insurance Company dated
March 20, 1995, filed electronically as Exhibit 5(a) to Registrant's
Post-Effective Amendment No. 29 to Registration Statement No. 2-73113,
is incorporated by reference.
(d)(2) Investment Management Services Agreement between Registrant, on behalf
of IDS Life Global Yield Fund and IDS Life Income Advantage Fund, and
IDS Life Insurance Company dated April 11, 1996, filed electronically
as Exhibit 5(b) to Registrant's Post-Effective Amendment No. 32 to
Registration Statement No. 2-73113, is incorporated by reference.
(d)(3) Form of Investment Management Services Agreement, dated Sept. 13,
1999, between Registrant, on behalf of AXP Variable Portfolio -
Federal Income Fund and IDS Life Insurance Company filed
electronically as Exhibit (d)(3) to Registrant's Post-Effective
Amendment No. 36 filed on or about May 28, 1999, is incorporated by
reference.
(d)(4) Investment Advisory Agreement between IDS Life Insurance Company and
American Express Financial Corporation dated Oct. 14, 1998, is
incorporated by reference to Exhibit (5)(c) to Registrant's
Post-Effective Amendment No. 35 filed on or about Oct. 30, 1998.
(d)(5) Form of Addendum to Investment Advisory Agreement, dated Sept. 13,
1999 between IDS Life Insurance Company and American Express Financial
Corporation filed electronically as Exhibit (d)(5) to Registrant's
Post-Effective Amendment No. 36 filed on or about May 28, 1999, is
incorporated by reference.
(d)(6) Administrative Services Agreement, dated March 20, 1995, between
Registrant, on behalf of IDS Life Special Income Fund, and American
Express Financial Corporation, filed electronically as Exhibit 5(c) to
Registrant's Post-Effective Amendment No. 29 to Registration Statement
No. 2-73113, is incorporated by reference.
(d)(7) Administrative Services Agreement, dated April 11, 1996, between
Registrant, on behalf of IDS Life Global Yield Fund and IDS Life
Income Advantage Fund, and American Express Financial Corporation,
filed electronically as Exhibit 5(e) to Registrant's Post-Effective
Amendment No. 32 to Registration Statement No. 2-73113, is
incorporated by reference.
(d)(8) Form of Administrative Services Agreement, dated Sept. 13, 1999
between Registrant, on behalf of AXP Variable Portfolio - Federal
Income Fund and American Express Financial Corporation filed
electronically as Exhibit (d)(8) to Registrant's Post-Effective
Amendment No. 36 filed on or about May 28, 1999, is incorporated by
reference.
(e) Underwriting Contracts: Not Applicable.
<PAGE>
(f) 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.
(g)(1) Custodian Agreement between Registrant, on behalf of IDS Life Special
Income Fund, and American Express Trust Company, dated March 20, 1995,
filed electronically as Exhibit 8(a) to Registrant's Post-Effective
Amendment No. 30 to Registration Statement No. 2-73113, is
incorporated by reference.
(g)(2) Custodian Agreement between Registrant, on behalf of IDS Life Global
Yield Fund and IDS Life Income Advantage Fund, and American Express
Trust Company, dated April 11, 1996, is filed electronically as
Exhibit 8(b) to Registrant's Post-Effective Amendment No. 32 to
Registration Statement No. 2-73113, is incorporated by reference.
(g)(3) Form of Custodian Agreement, dated Sept. 13, 1999 between Registrant,
on behalf of AXP Variable Portfolio - Federal Income Fund and American
Express Trust Company filed electronically as Exhibit (g)(3) to
Registrant's Post-Effective Amendment No. 36 filed on or about May 28,
1999, is incorporated by reference.
(g)(4) Custodian Agreement dated May 13, 1999 between American Express Trust
Company and The Bank of New York is incorporated by reference to IDS
Precious Metal Fund, Inc.'s Post-Effective Amendment No. 33, File No.
2-93745 filed on or about May 21, 1999.
(h)(1) Plan and Agreement of Merger between IDS Life Special Income
Minnesota, Inc. and IDS Life Special Income Fund, Inc. dated April 10,
1986, filed as electronically as Exhibit No. 9(a) to Registrant's
Post-Effective Amendment No. 24 to Registration Statement No. 2-73113,
is incorporated by reference.
(h)(2) 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. 24 to Registration Statement
No. 2-73113, is incorporated by reference.
(i) Opinion and consent of counsel as to the legality of the securities
being registered filed electronically as Exhibit 10 to Registrant's
Post-Effective Amendment No. 37 filed on or about Oct. 30, 1998.
(j) Independent Auditors' Consent: Not Applicable.
(k) Omitted Financial Statements: Not Applicable.
(l) Investment Letter of IDS Life Insurance Company, dated Oct. l3, l98l,
filed electronically as Exhibit No. 13 to Registrant's Post-Effective
Amendment No. 24 to Registration Statement No. 2-73113, is
incorporated by reference.
(m) Form of Plan and Agreement of Distribution dated Sept. 13, 1999,
between Registrant, on behalf of AXP Variable Portfolio - Federal
Income Fund, and IDS Life Insurance Company, is filed electronically
herewith.
(n) Financial Data Schedules: Not Applicable.
(o) Rule 18f-3 Plan: Not Applicable.
(p)(1) Directors' Power of Attorney, to sign Amendments to this Registration
Statement dated Jan. 14, 1999, filed electronically as Exhibit (p)(1)
to Registrant's Post-Effective Amendment No. 36 filed on or about May
28, 1999, is incorporated by reference.
<PAGE>
(p)(2) Officers' Power of Attorney, to sign Amendments to this Registration
Statement, dated March 1, 1999, filed electronically as Exhibit (p)(2)
to Registrant's Post-Effective Amendment No. 36 filed on or about May
28, 1999, is incorporated by reference.
Item 24. Persons Controlled by or under Common Control with Registrant
IDS Life and its subsidiaries are the record holders of all outstanding shares
of AXP Variable Portfolio - Investment Series, Inc., AXP Variable Portfolio -
Income Series, Inc., AXP Variable Portfolio - Money Market Series, Inc. and AXP
Variable Portfolio - Managed Series Inc. All of such shares were purchased and
are held by 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 25. 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.
<PAGE>
<TABLE>
<CAPTION>
Item 26. 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:
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Name and Title Other company(s) Address Title within other
company(s)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
Timothy V. Bechtold, American Centurion Life IDS Tower 10 Director and President
Executive Vice President Assurance Company Minneapolis, MN 55440
American Express Financial Vice President
Advisors Inc.
American Express Financial Vice President
Corporation
IDS Life Insurance Company P.O. Box 5144 Director and President
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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 Director, Senior Vice
Corporation President and 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 Centurion Life Vice President
Assurance Company
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 Vice President
of New York Albany, NY 12205
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 Financial Vice President and
Corporation Corporate Treasurer
American Express Insurance Vice President and
Agency of Arizona Inc. Treasurer
American Express Insurance Vice President and
Agency of Idaho Inc. Treasurer
American Express Insurance Vice President and
Agency of Nevada Inc. Treasurer
American Express Insurance Vice President and
Agency of Oregon Inc. Treasurer
American Express Minnesota Vice President and
Foundation Treasurer
American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Kentucky Inc.
American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Maryland Inc.
American Express Property Vice President and
Casualty Insurance Agency Treasurer
of Pennsylvania Inc.
American Partners Life Vice President and
Insurance Company Treasurer
IDS Cable Corporation Director, Vice President
and Treasurer
IDS Cable II Corporation Director, Vice President
and Treasurer
IDS Capital Holdings Inc. Vice President, Treasurer
and Assistant Secretary
IDS Certificate Company Vice President and
Treasurer
IDS Insurance Agency of Vice President and
Alabama Inc. Treasurer
IDS Insurance Agency of Vice President and
Arkansas Inc. Treasurer
IDS Insurance Agency of Vice President and
Massachusetts Inc. Treasurer
IDS Insurance Agency of Vice President and
New Mexico Inc. Treasurer
IDS Insurance Agency of Vice President and
North Carolina Inc. Treasurer
IDS Insurance Agency of Vice President and
Ohio Inc. Treasurer
IDS Insurance Agency of Vice President and
Wyoming Inc. Treasurer
IDS Life Insurance Company P.O. Box 5144 Vice President and
of New York Albany, NY 12205 Treasurer
IDS Life Series Fund Inc. Vice President and
Treasurer
IDS Life Variable Annuity Vice President and
Funds A & B Treasurer
IDS Management Corporation Director, Vice President
and Treasurer
IDS Partnership Services Vice President and
Corporation Treasurer
IDS Plan Services of Vice President and
California, Inc. Treasurer
IDS Real Estate Services, Vice President and
Inc. Treasurer
IDS Realty Corporation Vice President and
Treasurer
IDS Sales Support Inc. Vice President and
Treasurer
American Express Financial Vice President and
Advisors Japan Inc. Treasurer
Investors Syndicate Vice President and
Development Corp. Treasurer
IDS Property Casualty 1 WEG Blvd. Vice President, Treasurer
Insurance Company DePere, WI 54115 and Assistant Secretary
Public Employee Payment Vice President and
Company Treasurer
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
David R. Hubers, AMEX Assurance Company IDS Tower 10 Director
Director 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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
James M. Jensen, American Express Financial IDS Tower 10 Vice President
Vice President Advisors Inc. Minneapolis, MN 55440
American Express Financial Vice President
Corporation
IDS Life Series Fund, Inc. Director
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Richard W. Kling, AMEX Assurance Company IDS Tower 10 Director
Director and President Minneapolis, MN 55440
American Centurion Life Director and Chairman of
Assurance Company the Board
American Enterprise Life Director and Chairman of
Insurance Company the Board
American Express Director and President
Corporation
American Express Financial Senior Vice President
Advisors Inc.
American Express 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.
IDS Insurance Agency of Director and President
Ohio Inc.
IDS Insurance Agency of Director and President
Wyoming Inc.
IDS Life Series Fund, Inc. Director and President
IDS Life Variable Annuity Manager, Chairman of the
Funds A and B Board and President
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
IDS Life Insurance Company P.O. Box 5144 Director and Chairman of
of New York Albany, NY 12205 the Board
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Paula R. Meyer, American Enterprise Life IDS Tower 10 Vice President
Director and Executive Vice Insurance Company Minneapolis, MN 55440
President
American Express Director
Corporation
American Express Financial Vice President
Advisors Inc.
American Partners Life Director and President
Insurance Company
IDS Certificate Company Director and President
American Express Financial Vice President
Corporation
Investors Syndicate Director, Chairman of the
Development Corporation Board and President
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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, AMEX Assurance Company IDS Tower 10 Director
Director and Executive Vice Minneapolis, MN 55440
President
American Enterprise Life Executive Vice President
Insurance Company
American Express Financial Senior Vice President and
Advisors Inc. Chief Financial Officer
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
IDS Certificate Company Director and President
IDS Property Casualty 1 WEG Blvd. Director
Insurance Company DePere, WI 54115
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
F. Dale Simmons, AMEX Assurance Company IDS Tower 10 Vice President
Vice President Minneapolis, MN 55440
American Centurion Life Vice President
Assurance Company
American Enterprise Life Vice President
Insurance
American Express Financial Vice President
Advisors Inc.
American 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
of New York Albany, NY 12205
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
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
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 Centurion Life IDS Tower 10 Vice President and
Vice President and Controller Assurance Company Minneapolis, MN 55440 Controller, Risk Management
American Enterprise Life Vice President and
Insurance Company Controller
IDS Life Insurance Company P.O. Box 5144 Vice President and
of New York Albany, NY 12205 Controller, Risk Management
</TABLE>
Item 27. Principal Underwriters
The Fund has no principal underwriter.
Item 28. Location of Accounts and Records
American Express Financial Corporation
IDS Tower 10
Minneapolis, MN 55440-0010
Item 29. Management Services
Not Applicable.
Item 30. Undertakings
Not Applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company
Act, the Registrant, AXP Variable Portfolio - Income Series, Inc. certifies that
it meets the requirements for the effectiveness of this Amendment to this
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 10th day of August 1999.
AXP VARIABLE PORTFOLIO - INCOME SERIES, INC.
By /s/ Arne H. Carlson**
Arne H. Carlson, Chief Executive Officer
By /s/ John Knight
John Knight, Treasurer
Pursuant to the requirements of the Securities Act, this Amendment to its
Registration Statement has been signed below by the following persons in the
capacities indicated on the 10th day of August 1999.
Signature Capacity
/s/ H. Brewster Atwater, Jr.* Director
H. Brewster Atwater, Jr.
/s/ Arne H. Carlson* Chairman of the Board
Arne H. Carlson
/s/ Lynne V. Cheney* Director
Lynne V. Cheney
__________________________ Director
William H. Dudley
/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/ William R. Pearce* Director
William R. Pearce
/s/ Alan K. Simpson* Director
Alan K. Simpson
/s/ John R. Thomas* Director
John R. Thomas
<PAGE>
/s/ C. Angus Wurtele* Director
C. Angus Wurtele
*Signed pursuant to Directors' Power of Attorney dated Jan. 14, 1999, and filed
electronically as Exhibit (p)(1), to Registrant's Post-Effective Amendment No.
37, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
** Signed pursuant to Officers' Power of Attorney dated March 1, 1999, filed
electronically as Exhibit (p)(2) to Registrant's Post Effective Amendment No.
37, by:
/s/ Leslie L. Ogg
Leslie L. Ogg
<PAGE>
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 37 TO REGISTRATION STATEMENT NO.
2-73113
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.
Part C.
Other information.
The signatures.
(m) Form of Plan and Agreement of Distribution dated Sept. 13, 1999,
between Registrant, on behalf of AXP Variable Portfolio - Federal
Income Fund, and IDS Life Insurance Company.
Plan and Agreement of Distribution
This Plan and Agreement of Distribution ("Plan") is between AXP Variable
Portfolio - Income Series, Inc. on behalf of its series of capital stock, AXP
Variable Portfolio - Federal Income Fund, a registered management investment
company, ("the Portfolio") and IDS Life Insurance Company ("IDS Life"). It is
effective September 13, 1999.
This Plan provides that:
1. IDS Life will purchase the Portfolio's shares on behalf of its separate
accounts and the separate accounts of its affiliated life insurance
companies established for the purpose of funding variable life insurance,
annuity contracts or both (collectively referred to as "Variable
Contracts"). Additionally, IDS Life may offer the Portfolio's shares to one
or more unaffiliated life insurance companies ("Unaffiliated Life
Companies") for purchase on behalf on certain of their separate accounts
established for the purpose of funding Variable Contracts.
2. The Portfolio will reimburse IDS Life up to 0.125% of its daily net assets
for various costs paid and accrued in connection with the distribution of
the Portfolio's shares and for services provided to existing and
prospective Variable Contract owners. Payments made under the Plan are
based on budgeted expenses and shall be made within five (5) business days
after each month. At the end of each calendar year, IDS Life shall furnish
a declaration setting out the actual expenses it has paid and accrued. Any
money that has been paid in excess of the amount of these expenses shall be
returned to the Portfolio.
3. IDS Life represents that the money paid by the Portfolio will benefit the
variable Contract owners and not the separate accounts that legally own the
shares and be for the following:
(a) printing and mailing prospectuses, Statements of Additional
Information, supplements, and reports to existing and prospective
Variable Contract owners;
(b) preparation and distribution of advertisement, sales literature,
brokers' materials and promotional materials relating to the
Portfolio;
(c) presentation of seminars and sales meetings describing or relating to
the Portfolio;
(d) training sales personnel regarding the Portfolio;
(e) compensation of sales personnel for sale of the Portfolio's shares;
(f) compensation of sales personnel for assisting Variable Contract owners
with respect to the Portfolio shares;
(g) overhead of IDS Life and its affiliates appropriately allocated to the
promotion of sale of the Portfolio's shares; and
(h) any activity primarily intended to result in the sale of the
Portfolio's shares, including payments to Unaffiliated Life Companies.
4. IDS Life shall provide all information relevant and necessary for the Board
to make informed determinations about whether the Plan should be continued
and shall:
(a) submit quarterly a report that sets out the expenses paid or accrued
by it, the names of the Unaffiliated Life Companies to whom the
Portfolio's shares are sold, and the payments made to each
Unaffiliated Life Company that has been reimbursed;
(b) monitor the level and quality of services provided by it and all
affiliated companies and will use its best efforts to assure that in
each case legitimate services are rendered in return for the
reimbursement pursuant to the Plan ;and
(c) meet with the Portfolio's representatives, as reasonably requested, to
provide additional information.
5. IDS Life represents that it and all affiliated insurance company sponsors
will provide full disclosure of the Portfolio's 12b-1 Plan in the
prospectus for any separate account investing in the Portfolio and will
clearly communicate the combined effect of all fees and costs, including
the reimbursement under the 12b-1 Plan, imposed by the separate account and
the Portfolio in accordance with applicable laws.
6. All payments by IDS Life to Unaffiliated Life Companies shall be made
pursuant to a written agreement (Related Agreement). All such written
agreements will be in a form approved by a majority of the Portfolio's
independent members of the board and the board as a whole before it shall
be used. The Related Agreement shall:
(a) require full disclosure of the combined effect of all fees and charges
in accordance with applicable laws;
(b) provide for the termination at any time without penalty as required by
Rule 12b-1; and
(c) continue so long as its continuance is done in accordance with the
requirements of Rule 12b-1.
7. The Portfolio represents that the Plan has been approved as required by
Rule 12b-1 and may continue for more than one year so long as it is
continued as required by Rule 12b-1 and shall terminate automatically in
the event of an assignment.
8. The Plan may not be amended to materially increase the amount of the
payments without the approval of the outstanding voting securities.
AXP VARIABLE PORTFOLIO - INCOME SERIES, INC.
AXP Variable Portfolio - Federal Income Fund
Leslie L. Ogg
Vice President
IDS LIFE INSURANCE COMPANY
Pamela J. Moret
Executive Vice President, Variable Assets
