IDS LIFE INVESTMENT SERIES FUND INC
485BPOS, 1997-10-30
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<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.  35  (File No. 2-73115)           X

                                                  and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940

Amendment No.  37  (File No. 811-3218)                         X

IDS LIFE INVESTMENT SERIES, INC.
IDS Tower 10, Minneapolis, Minnesota 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,  1997  pursuant  to  paragraph  (b) of rule 485
          60 days after  filing  pursuant  to  paragraph  (a)(i)
          on (date)  pursuant  to paragraph (a)(i)
          75 days after filing pursuant to paragraph (a)(ii)
          on (date) pursuant to paragraph (a)(ii) 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>


                                          CROSS REFERENCE SHEET

Cross  reference  sheet for the  Retirement  Annuity  Mutual  Funds  showing the
location in the  prospectus  and  Statement  of  Additional  Information  of the
information called for by the items enumerated in Parts A and B of Form N-1A.

Negative answers omitted from prospectus are so indicated.

PART A

Item No.   Location in Prospectus

1          Cover page of prospectus

2          The funds in brief; Sales charge and expenses

3(a)      Performance
  (b)      NA
  (c)      Performance
  (d)      Performance

4(a)       The funds in brief; Investment policies and risk;  How the funds are
           organized
  (b)      Investment policies and risk
  (c)      Investment policies and risk

5(a)       How the funds are organized
  (b)      How the funds are organized; About AEFC
  (b)(i)   About AEFC
  (b)(ii)  Investment manager
  (b)(iii) Investment manager
  (c)      Portfolio managers
  (d)      The funds in brief
  (e)      How the funds are organized:  Investment manager
  (f)      NA
  (g)      How the funds are organized:  Investment manager

5A(a)      *
     (b)   *

6(a)       How the funds are organized:  Shares; Voting rights
  (b)      NA
  (c)      NA
  (d)      NA
  (e)      Cover page
  (f)      Distribution and taxes:  Dividends and capital gain distributions
  (g)      Distribution and taxes:  Taxes
  (h)      NA

7(a)       NA
  (b)      Performance:  Key terms; Investment policies and their risks: Valuing
           assets
  (c)      NA
  (d)      NA
  (e)      NA
  (f)      NA
  (g)      NA

8(a)       NA
  (b)      NA
  (c)      NA
  (d)      NA

9          None


<PAGE>


PART B

Item No.   Location in Statement of Additional Information

10         Cover page of SAI

11         Table of contents

12         NA

13(a)      Additional Investment Policies; all appendices except Dollar Cost
           Averaging
   (b)     Additional Investment Policies
   (c)     "Unless changed by the board of directors..." in Additional
           Investment Policies
   (d)     Portfolio Turnover, last 2 paragraphs of Portfolio Transactions

14(a)      Directors and officers of the fund**; Directors and officers
   (b)     Directors and officers
   (c)     Directors and officers (last paragraph)

15(a)      NA
   (b)     NA
   (c)     Directors and Officers** (last paragraph)

16(a)(i)   How the fund is organized**; About IDS Life and AEFC**
   (a)(ii) Agreements with IDS Life and AEFC
   (a)(iii)Agreements with IDS Life and AEFC
   (b)     Agreements with IDS Life and AEFC
   (c)     NA
   (d)     None
   (e)     NA
   (f)     NA
   (g)     NA
   (h)     Custodian; Independent Auditors
   (i)     Custodian

17(a)      Portfolio Transactions
   (b)     Brokerage Commissions Paid to Brokers Affiliated with IDS Life
   (c)     Portfolio Transactions
   (d)     Portfolio Transactions
   (e)     Portfolio Transactions

18(a)      How the fund is organized:  Shares and Voting rights**
   (b)     NA

19(a)      Investing in the Funds
   (b)     Valuing Fund Shares; Investing in the Funds
   (c)     NA

20         Taxes

21(a)      NA
   (b)     NA
   (c)     NA

22(a)      Performance Information:  Calculation of Yield
   (b)     Performance Information:  Calculation of Total Return and/or Yield

23         NA

 *Designates information is located in annual report.
**Designates  location  in the  prospectus,  which  is  hereby  incorporated  by
  reference in the Statement of Additional Information.


<PAGE>
   
Retirement Annuity Mutual Funds
Prospectus/October 30, 1997
    

This  prospectus  describes  nine Funds that receive  payments from the variable
accounts of your variable  annuity  contract.  Each of these Funds has different
investment objectives and policies.

IDS Life Capital Resource Fund is a stock fund.

IDS Life Special Income Fund is a bond fund.

IDS Life Managed Fund is a managed fund.

IDS Life  Moneyshare  Fund is a money market fund.  An  investment in Moneyshare
Fund is neither  insured nor guaranteed by the U.S.  government and there can be
no assurance  that the Fund will be able to maintain a stable net asset value of
$1 per share.

IDS Life International Equity Fund is an international stock fund.

IDS Life  Aggressive  Growth Fund is a stock fund investing  primarily in common
stocks of small-and medium-size companies.

IDS Life Growth Dimensions Fund is a stock fund.

IDS Life Global Yield Fund is a bond fund.

IDS Life Income Advantage Fund is a bond fund.

This  prospectus  contains  facts  that can help you decide if the Funds are the
right investment for you. Read this along with your variable annuity  prospectus
before you invest and keep both prospectuses for future reference.

Additional  facts about the Funds are in a Statement of  Additional  Information
(SAI), filed with the Securities and Exchange Commission (SEC) and available for
reference,  along with other  related  materials,  on the SEC  Internet web site
(http://www.sec.gov).  The SAI, dated October 30, 1997, is incorporated  here by
reference.  For a free copy,  contact  Retirement  Annuity  Mutual  Funds at the
address below.

These  securities  have not been approved or  disapproved  by the Securities and
Exchange Commission or any state securities  commission,  nor has the SEC or any
state  securities  commission  passed  upon the  accuracy  or  adequacy  of this
prospectus. Any representation to the contrary is a criminal offense.

IDS Life  Insurance  Company (IDS Life) is not a bank or financial  institution,
and the securities it offers are not deposits or  obligations  of, or guaranteed
or endorsed by, any bank or financial  institution,  nor are they insured by the
Federal Deposit Insurance  Corporation,  the Federal Reserve Board, or any other
agency.
<PAGE>
IDS Life Investment Series, Inc.
   IDS Life Capital Resource Fund
   IDS Life International Equity Fund
   IDS Life Aggressive Growth Fund
   IDS Life Growth Dimensions Fund
IDS Life Special Income Fund, Inc.
   IDS Life Special Income Fund
   IDS Life Global Yield Fund
   IDS Life Income Advantage Fund
IDS Life Moneyshare Fund, Inc.
IDS Life Managed Fund, Inc.

   
Retirement Annuity Mutual Funds
IDS Tower 10
Minneapolis, MN 55440-0010
[612-671-3733]
[800-437-0602]
[TTY: 800-285-8846]
[800-422-3542]
[800-333-3437]
    


<PAGE>
Table of contents

The Funds in brief
Goals and types of Fund investments
Manager and distributor
Variable accounts

Sales charge and expenses
Sales charge
Expenses

Performance
Financial highlights
Total returns
Yield calculation
Key terms

Investment   policies  and  risks
Facts  about   investments  and  their  risks
Alternative investment options
Valuing assets

How to invest,  transfer or redeem  shares
How to invest
How to  transfer  among variable accounts
Redeeming shares

Distributions and taxes
Dividend and capital gain distributions
Taxes

How the Funds are organized
Shares
Voting rights
Shareholder  meetings
Portfolio managers
Directors  and officers
Investment  manager
Administrative  services agreement
Investment advisory agreements

About American Express Financial Corporation
General information


<PAGE>
The Funds in brief

Goals and types of Fund investments

Capital Resource Fund's goal is capital appreciation and it invests primarily in
U.S. common stocks.

Special  Income  Fund's goal is to provide a high level of current  income while
conserving  the value of the  investment  for the  longest  period  of time.  It
invests primarily in investment-grade bonds.

Managed Fund's goal is maximum total investment  return through a combination of
capital growth and current income. It invests  primarily in stocks,  convertible
securities, bonds and money market instruments.

Moneyshare  Fund's goal is to provide  maximum  current income  consistent  with
liquidity and conservation of capital. It invests in money market securities.

International  Equity  Fund's  goal  is  capital  appreciation  and  it  invests
primarily in common stocks of foreign issuers.

Aggressive  Growth Fund's goal is capital  appreciation and it invests primarily
in common stocks of small- and medium-size companies.

Growth  Dimensions  Fund's  goal is  long-term  growth of capital and it invests
primarily in common stocks of U.S. and foreign  companies  showing potential for
significant growth.

Global  Yield  Fund's  goal is high total  return  through  income and growth of
capital,  and it  invests  primarily  in debt  securities  of U.S.  and  foreign
issuers.

Income  Advantage  Fund's goal is to provide high current  income as its primary
goal and  capital  growth as its  secondary  goal and it  invests  primarily  in
long-term,  high-yielding,  high risk debt  securities  below  investment  grade
issued by U.S. and foreign corporations.

Because  any  investment   involves  risk,   achieving  these  goals  cannot  be
guaranteed. Only the contract owners can change the goals. See "Voting rights."

Manager and distributor

The Funds are managed by IDS Life, a subsidiary  of American  Express  Financial
Corporation  (AEFC).  AEFC has an agreement with IDS Life to furnish  investment
advice for the Funds managed by IDS Life.


<PAGE>


Variable accounts

You may not buy (nor will you own)  shares of the Fund  directly.  You invest by
buying a variable  annuity  and  allocating  your  purchase  payments  among the
variable accounts that invest in the Funds.

Sales charge and expenses

Sales charge

There is no sales charge for the sale or  redemption  of fund shares,  but there
may be charges associated with your redemption (surrender or withdrawal) of your
annuity  contract.  Any charges  that apply to the  variable  accounts  and your
annuity contract are described in the variable annuity prospectus.

Expenses

The Funds pay IDS Life a fee for managing their investment portfolios. The Funds
pay AEFC for administrative and accounting services.  The Funds also pay certain
nonadvisory  expenses.  See "Investment  manager" and  "Administrative  services
agreement" under "How the Funds are organized."


<PAGE>


Performance

Financial highlights

Capital Resource Fund
Financial highlights

Fiscal year ended Aug. 31,
Per share income and capital
changesa
<TABLE>
<CAPTION>

                                  1997       1996     1995     1994     1993     1992      1991       1990     1989       1988

<S>                             <C>        <C>      <C>      <C>      <C>      <C>       <C>        <C>      <C>        <C>   
   
Net asset value, beginning      $25.57     $24.42   $23.43   $24.58   $23.90   $23.15    $17.54     $20.17   $15.06     $17.71
of period
- ----------------------------- --------- ---------- -------- -------- -------- -------- --------- ---------- -------- ----------
Income from investment
operations:                        .16        .30      .29      .29      .23      .21       .40        .52      .39        .31
Net investment income (loss)

Net gains (losses) on
securities (both realized         6.45       1.22     3.70     1.56     1.89     1.75      6.61     (2.06)     5.38     (2.54)
and unrealized)
- ----------------------------- --------- ---------- -------- -------- -------- -------- --------- ---------- -------- ----------
Total from investment
operations                        6.61       1.52     3.99     1.85     2.12     1.96      7.01     (1.54)     5.77     (2.23)
- ----------------------------- --------- ---------- -------- -------- -------- -------- --------- ---------- -------- ----------
Less distributions:
Dividends from net               (.15)      (.29)    (.29)    (.29)    (.23)    (.21)     (.40)      (.52)    (.27)      (.31)
investment income

Distributions from realized     (4.05)      (.07)   (2.71)   (2.71)   (1.21)   (1.00)    (1.00)      (.57)    (.27)      (.11)
gains

Excess distributions from
net                              (.01)      (.01)       --       --       --       --        --         --       --         --
investment income

- ----------------------------- --------- ---------- -------- -------- -------- -------- --------- ---------- -------- ----------
Total distributions             (4.21)      (.37)   (3.00)   (3.00)   (1.44)   (1.21)    (1.40)     (1.09)    (.66)      (.42)
- ----------------------------- --------- ---------- -------- -------- -------- -------- --------- ---------- -------- ----------
Net asset value, end of         $27.97     $25.57   $24.42   $23.43   $24.58   $23.90    $23.15     $17.54   $20.17     $15.06
period
- ----------------------------- --------- ---------- -------- -------- -------- -------- --------- ---------- -------- ----------
Ratios/supplemental data
                                  1997       1996     1995     1994     1993     1992      1991       1990     1989       1988
Net assets (end of period)
  (in millions)                 $4,867     $4,372   $3,845   $2,899   $2,308   $1,681    $1,191       $702     $660       $454

Ratio of expenses to
average                           .67%       .68%     .69%     .68%     .68%     .70%      .70%       .70%     .73%       .69%
daily net assets

Ratio of net income (loss)
to average daily net assets       .61%      1.15%    1.22%    1.20%     .94%     .91%     1.94%      2.69%    2.22%      2.01%

Portfolio turnover rate
(excluding short-term             110%       131%      88%      85%      65%      63%       74%        82%      42%       111%
securities)
- ----------------------------- --------- ---------- -------- -------- -------- -------- --------- ---------- -------- ----------
Total returnb                   28.47%      6.15%   17.18%    7.61%    8.87%    8.54%    40.68%    (7.79%)   38.72%   (12.59%)

Average brokerage               $.0492     $.0565       --       --       --       --        --         --       --         --
commission ratec
- ----------------------------- --------- ---------- -------- -------- -------- -------- --------- ---------- -------- ----------

   a  For a share outstanding throughout the period.  Rounded to the nearest cent.
   b Total  return does not reflect  payment of the  expenses  that apply to the
   variable  accounts or any annuity charges.
   c Effective fiscal year 1996, the Fund is required to disclose an average
     brokerage  commission rate per share for security trades on which commissions
     are charges.  The  comparability  of this  information  may be affected by
     the fact that  commission  rates per share vary significantly among foreign
     countries.
</TABLE>
    


<PAGE>



Special Income Fund
Financial highlights

Fiscal period ended Aug. 31,
Per share income and capital
changesa
<TABLE>
<CAPTION>

   
                                       1997      1996     1995       1994    1993     1992     1991     1990    1989     1988

<S>                                  <C>       <C>      <C>        <C>     <C>      <C>      <C>      <C>     <C>      <C>   
Net asset value, beginning of        $11.54    $11.58   $11.05     $12.08  $11.26   $10.72   $10.10   $11.11  $10.88   $11.09
period
- ----------------------------------- -------- --------- -------- ---------- ------- -------- -------- -------- ------- --------
Income from investment operations:
Net investment income (loss)            .85       .88      .88        .84     .85      .90      .97      .99    1.03     1.03

Net gains (losses) on securities
(both realized and unrealized)          .52     (.07)      .56      (.99)     .82      .54      .62   (1.01)     .23    (.21)
- ----------------------------------- -------- --------- -------- ---------- ------- -------- -------- -------- ------- --------
Total from investment operations       1.37       .81     1.44      (.15)    1.67     1.44     1.59    (.02)  (1.26)      .82
- ----------------------------------- -------- --------- -------- ---------- ------- -------- -------- -------- ------- --------
Less distributions:
Dividends from net investment         (.84)     (.85)    (.87)      (.85)   (.85)    (.90)    (.97)    (.99)  (1.03)   (1.03)
income

Distributions from realized gains     (.07)        --    (.02)      (.02)      --       --       --       --      --       --

Excess distributions from net
investment income                     (.01)        --    (.02)      (.01)      --       --       --       --      --       --
- ----------------------------------- -------- --------- -------- ---------- ------- -------- -------- -------- ------- --------
Total distributions                   (.92)     (.85)    (.91)      (.88)   (.85)    (.90)    (.97)    (.99)  (1.03)   (1.03)
- ----------------------------------- -------- --------- -------- ---------- ------- -------- -------- -------- ------- --------
Net asset value, end of period       $11.99    $11.54   $11.58     $11.05  $12.08   $11.26   $10.72   $10.10  $11.11   $10.88
- ----------------------------------- -------- --------- -------- ---------- ------- -------- -------- -------- ------- --------

Ratios/supplemental data
                                       1997      1996     1995       1994    1993     1992     1991     1990    1989     1988
Net assets, end of period
  (in millions)                      $1,923    $1,912   $1,703     $1,559  $1,551   $1,136     $800     $641    $565     $428

Ratio of expenses to average
daily net assets                       .68%      .68%    $.68%       .67%    .69%     .71%     .70%     .71%    .73%     .69%

Ratio of net income to average
daily net assets                      7.18%     7.47%    8.08%      7.20%   7.41%    8.22%    9.31%    9.42%   9.37%    9.45%

Portfolio turnover rate (excluding
short-term securities)                  73%       56%      56%        57%     77%      92%      97%     118%    132%     169%
- ----------------------------------- -------- --------- -------- ---------- ------- -------- -------- -------- ------- --------
Total returnb                        12.24%     7.08%   13.75%    (1.30)%  15.47%   13.96%   16.54%   (.12)%  12.19%    7.76%
    


     a  For a share outstanding throughout the period.  Rounded to the nearest cent.
     b Total return does not reflect  payment of the expenses  that apply to the
       variable accounts or any annuity charges.
</TABLE>


<PAGE>



Managed Fund
Financial highlights

Fiscal year ended Aug. 31,
Per share income and capital
changesa
<TABLE>
<CAPTION>

   
                                       1997     1996     1995    1994     1993    1992     1991     1990     1989      1988

<S>                                  <C>      <C>      <C>     <C>      <C>     <C>      <C>      <C>       <C>      <C>   
Net asset value, beginning of year   $16.00   $14.85   $13.65  $14.32   $13.08  $12.59   $10.93   $12.08    $9.87    $11.34
- ----------------------------------- -------- -------- -------- ------- -------- ------- -------- -------- -------- ---------
Income from investment operations:
Net investment income                   .46      .46      .40     .47      .49     .56      .58      .65      .48       .42

Net gains (losses) on securities
(both realized and unrealized)         3.93     1.15     1.20   (.26)     1.60     .95     2.11    (.67)     2.25    (1.47)
- ----------------------------------- -------- -------- -------- ------- -------- ------- -------- -------- -------- ---------
Total from investment operations       4.39     1.61     1.60     .21     2.09    1.51     2.69    (.02)     2.73    (1.05)
- ----------------------------------- -------- -------- -------- ------- -------- ------- -------- -------- -------- ---------
Less distributions:
Dividends from net investment         (.45)    (.46)    (.40)   (.88)    (.85)  (1.02)   (1.03)   (1.13)    (.52)     (.42)
income

Distributions from realized gains    (1.06)       --       --   (.41)    (.36)   (.46)    (.45)    (.48)    (.04)        --

Excess Distributions from
net investment income                 (.01)       --       --      --       --      --       --       --       --        --
- ----------------------------------- -------- -------- -------- ------- -------- ------- -------- -------- -------- ---------
Total distributions                  (1.52)    (.46)    (.40)   (.88)    (.85)  (1.02)   (1.03)   (1.13)    (.52)     (.42)
- ----------------------------------- -------- -------- -------- ------- -------- ------- -------- -------- -------- ---------
Net asset value, end of period       $18.87   $16.00   $14.85  $13.65   $14.32  $13.08   $12.59   $10.93   $12.08     $9.87
- ----------------------------------- -------- -------- -------- ------- -------- ------- -------- -------- -------- ---------
Ratios/supplemental data
                                       1997     1996     1995    1994     1993    1992     1991     1990     1989      1988

Net assets, end of period
  (in millions)                      $4,445   $3,482   $3,044  $2,499   $1,858  $1,169     $810     $545     $462      $381

Ratio of expenses to average
daily net assets                       .64%     .65%     .68%    .68%     .69%    .71%     .70%     .71%     .73%      .69%

Ratio of net income (loss) to
average daily net assets              2.65%    2.94%    2.96%   3.46%    3.70%   4.35%    4.86%    5.42%    5.06%     4.42%

Portfolio turnover rate (excluding
short-term securities)
                                        72%      85%      72%     79%      58%     50%      52%      37%      69%       62%
- ----------------------------------- -------- -------- -------- ------- -------- ------- -------- -------- -------- ---------
Total returnb                        28.54%   10.95%   11.94%   1.51%   16.33%  12.14%   25.24%   (.23)%   28.47%   (9.06)%

Average brokerage commission ratec   $.0334  $0.0606       --      --       --      --       --       --       --        --
- ----------------------------------- -------- -------- -------- ------- -------- ------- -------- -------- -------- ---------

     a  For a share outstanding throughout the period. Rounded to the nearest cent.
     b Total return does not reflect  payment of the expenses  that apply to the
     variable accounts or any annuity charges.
     c Effective fiscal year 1996, the Fund is required to disclose an average brokerage commission rate per share
       for security trades on which  commissions are charges.  The comparability of
       this  information may be affected by the fact that commission  rates per
       share vary significantly among foreign countries.
</TABLE>
    



<PAGE>



Moneyshare Fund
Financial highlights

Fiscal period ended Aug. 31,
Per share income and capital
changesa
<TABLE>
<CAPTION>

   
                                       1997    1996    1995     1994    1993     1992    1991    1990    1989     1988

<S>                                   <C>     <C>     <C>      <C>     <C>      <C>     <C>     <C>     <C>      <C>  
Net asset value, beginning of         $1.00   $1.00   $1.00    $1.00   $1.00    $1.00   $1.00   $1.00   $1.00    $1.00
period
- ----------------------------------- -------- ------- ------- -------- ------- -------- ------- ------- ------- --------
Income from investment operations:
Net investment income (loss)            .05     .05     .05      .03     .03      .04     .07     .08     .09      .07
- ----------------------------------- -------- ------- ------- -------- ------- -------- ------- ------- ------- --------
Less distributions:
Dividends from net investment         (.05)   (.05)   (.05)    (.03)   (.03)    (.04)   (.07)   (.08)   (.09)    (.07)
income
- ----------------------------------- -------- ------- ------- -------- ------- -------- ------- ------- ------- --------
Net asset value, end of period        $1.00   $1.00   $1.00    $1.00   $1.00    $1.00   $1.00   $1.00   $1.00    $1.00
- ----------------------------------- -------- ------- ------- -------- ------- -------- ------- ------- ------- --------

Ratios/supplemental data
                                       1997    1996    1995     1994    1993     1992    1991    1990    1989     1988
Net assets, end of period
  (in millions)                        $421    $288    $227     $179    $180     $246    $285    $274    $160     $102

Ratio of expenses to average
daily net assets                       .57%    .56%    .59%     .57%    .60%     .60%    .57%    .62%    .54%     .58%

Ratio of net income (loss) to
average daily net assets              4.97%   5.02%   5.23%    3.12%   2.67%    3.93%   6.55%   7.85%   8.68%    6.77%
- ----------------------------------- -------- ------- ------- -------- ------- -------- ------- ------- ------- --------
Total returnb                         5.06%   5.16%   5.27%    3.15%   2.73%    3.98%   6.77%   8.18%   8.99%    7.01%
- ----------------------------------- -------- ------- ------- -------- ------- -------- ------- ------- ------- --------
    

     a  For a share outstanding throughout the period.  Rounded to the nearest cent.
     b Total return does not reflect  payment of the expenses  that apply to the
       variable accounts or any annuity charges.
</TABLE>



<PAGE>



International Equity Fund
Financial highlights

Fiscal period ended Aug. 31,
Per share income and capital
changesa
<TABLE>
<CAPTION>

   
                                           1997         1996         1995         1994         1993       1992**

<S>                                      <C>          <C>          <C>          <C>          <C>          <C>   
Net asset value, beginning of            $13.30       $12.55       $12.91       $11.60       $10.01       $10.00
period
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Income from investment operations:
Net investment income (loss)                .18          .20          .17          .14          .15          .05

Net gains (losses) on securities
(both realized and unrealized              1.06         1.01        (.37)         1.61         1.81          .01
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Total from investment operations           1.24         1.21        (.20)         1.75         1.96          .06
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Less distributions:
Dividends from net investment             (.17)        (.44)        (.16)        (.08)        (.15)        (.05)
income

Distributions from realized gains         (.28)        (.02)           --        (.29)        (.22)           --

Excess distributions from                    --           --           --        (.07)           --           --
realized gains
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Total distributions                       (.45)        (.46)        (.16)        (.44)        (.37)        (.05)
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Net asset value, end of period           $14.09       $13.30       $12.55       $12.91       $11.60       $10.01
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Ratios/supplemental data
                                           1997         1996         1995         1994         1993        1992b
Net assets, end of period
  (in millions)                          $2,105       $1,874       $1,442       $1,111         $291          $39
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Ratio of expenses to average
daily net assets                           .97%         .96%        1.03$         .98%        1.10%       1.57%c

Ratio of net income (loss) to
average daily net assets                  1.30%        1.28%        1.56%        1.09%        1.37%       0.93%c

Portfolio turnover rate (excluding
short-term securities)                      91%          58%          38%          51%          62%          22%
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Total returnd                             9.34%        9.64%      (1.77%)       15.11%       19.76%        0.55%

Average brokerage commission ratee       $.0187       $.0186           --           --           --           --
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------

     a  For a share outstanding throughout the period.  Rounded to the nearest cent.
     b  Commencement of operations.  Period from Jan. 13, 1992 to Aug. 31, 1992.
     c  Adjusted to an annual basis.
     d Total return does not reflect  payment of the expenses  that apply to the
     variable accounts or any annuity charges. e Effective fiscal year 1996, the
     Fund is required to disclose an average brokerage commission rate per share
     for security trades on which  commissions are charges.  The comparability of
     this  information may be affected by the fact that commission  rates per
     share vary significantly among foreign countries.
</TABLE>
    


<PAGE>



Aggressive Growth Fund
Financial highlights

Fiscal period ended Aug. 31,
Per share income and capital
changesa
<TABLE>
<CAPTION>

   
                                           1997         1996         1995         1994         1993        1992b

<S>                                      <C>          <C>          <C>          <C>           <C>         <C>   
Net asset value, beginning of            $16.04       $14.44       $11.46       $11.68        $9.00       $10.00
period
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Income from investment operations:
Net investment income (loss)                .08          .10          .08          .01          .02          .02

Net gains (losses) on securities
(both realized and unrealized)             2.84          .60         2.98        (.22)         2.68       (1.00)
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Total from investment operations           2.92         1.70         3.06        (.21)         2.70        (.98)
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Less distributions:
Dividends from net investment             (.08)        (.10)        (.08)        (.01)        (.02)        (.02)
income

Distributions from realized gains        (1.71)           --           --           --           --           --
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Total Distributions                      (1.79)        (.10)        (.08)        (.01)        (.02)        (.02)
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Net asset value, end of period            17.17       $16.04       $14.44       $11.46       $11.68        $9.00
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Ratios/supplemental data
                                           1997         1996         1995         1994         1993        1992b

Net assets, end of period
  (in millions)                          $2,427       $1,941       $1,412         $763         $299          $57

Ratio of expenses to average                                                                                   .
daily net assets                           .68%         .69%         .70%         .69%         .75%         98%c

Ratio of net income to average
daily net assets                           .47%         .65%         .72%         .14%         .28%        .21%c

Portfolio turnover rate (excluding
short-term securities)                     218%         189%         116%          59%          55%          28%
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
Total returnd                            18.60%       11.82%       26.80%      (1.77)%       29.98%      (9.76)%

Average brokerage commission ratee       $.0430       $.0531           --           --           --           --
- ----------------------------------- ------------ ------------ ------------ ------------ ------------ ------------

     a  For a share outstanding throughout the period.  Rounded to the nearest cent.
     b  Commencement of operations.  Period from Jan. 13, 1992 to Aug. 31, 1992.
     c  Adjusted to an annual basis.
     d Total return does not reflect  payment of the expenses  that apply to the
     variable accounts or any annuity charges. e Effective fiscal year 1996, the
     Fund is required to disclose an average brokerage commission rate per share
     for security trades on which  commissions are charges.  The comparability of
     this  information may be affected by the fact that commission  rates per
     share vary significantly among foreign countries.
</TABLE>
    


<PAGE>



Growth Dimension Fund
Financial highlights


Fiscal period ended Aug. 31,
Per share income and capital changesa

   
                                             1997       1996b

Net asset value, beginning of period        $9.94      $10.00
- ----------------------------------------- -------- -----------
Income from investment operations:

Net investment income                         .10         .03

Net gains (losses) on securities
(both realized and unrealized)               3.01       (.06)
- ----------------------------------------- -------- -----------
Total from investment operations             3.11       (.03)
- ----------------------------------------- -------- -----------
Less distributions:
Dividends from net investment income        (.10)       (.03)
- ----------------------------------------- -------- -----------
Net asset value, end of period             $12.95       $9.94
- ----------------------------------------- -------- -----------
Ratios/supplemental data

                                             1997       1996b

Net assets, end of period (in millions)    $1,307        $171
- ----------------------------------------- -------- -----------
Ratio of expenses to average
daily net assets                             .72%     1.047%c

Ratio of net income (loss) to average
daily net assets                            1.04%      1.69%c

Portfolio turnover rate (excluding
short-term securities)                        29%          4%
- ----------------------------------------- -------- -----------
Total returnd                              31.35%      (.22)%

Average brokerage commission ratee         $.0321     $0.0559
- ----------------------------------------- -------- -----------

a  For a share outstanding throughout the period.  Rounded to the nearest cent.
b  Commencement of operations.  Period from May 1, 1996 to Aug. 31, 1996.
c  Adjusted to an annual basis.
d  Total return does not reflect  payment of the expenses  that apply to the
   variable accounts or any annuity charges. e Effective fiscal year 1996, the
   Fund is required to disclose an average brokerage commission rate per share
   for security trades on which  commissions are charges.  The comparability of
   this  information may be affected by the fact that commission  rates per
   share vary significantly among foreign countries.
    


<PAGE>



Global Yield Fund
Financial highlights


Fiscal period ended Aug. 31,
Per share income and capital changesa

   
                                             1997       1996b

Net asset value, beginning of period       $10.08      $10.00
- ----------------------------------------- -------- -----------
Income from investment operations:

Net investment income (loss)                  .51         .12

Net gains on securities
(both realized and unrealized)                .14         .07
- ----------------------------------------- -------- -----------
Total from investment operations              .65         .19
- ----------------------------------------- -------- -----------
Less distributions:
Dividends from net investment income        (.41)       (.11)
- ----------------------------------------- -------- -----------
Net asset value, end of period             $10.32      $10.08
- ----------------------------------------- -------- -----------
 Ratios/supplemental data

                                             1997       1996b

Net assets, end of period (in millions)      $119         $21
- ----------------------------------------- -------- -----------
Ratio of expenses to average
daily net assets                             .97%      1.77%c

Ratio of net income to average
daily net assets                            5.66%      4.96%c

Portfolio turnover rate (excluding
short-term securities)                        36%          4%
- ----------------------------------------- -------- -----------
Total returnd                               6.47%       1.95%
- ----------------------------------------- -------- -----------
    

a  For a share outstanding throughout the period.  Rounded to the nearest cent.
b  Commencement of operations.  Period from May 1, 1996 to Aug. 31, 1996.
c  Adjusted to an annual basis.
d  Total return does not reflect  payment of the expenses that apply to the
   variable accounts or any annuity charges.


<PAGE>



Income Advantage Fund
Financial highlights


Fiscal period ended Aug. 31,
Per share income and capital changesa

   
                                             1997       1996b

Net asset value, beginning of period        $9.77      $10.00
- ----------------------------------------- -------- -----------
Income from investment operations:

Net investment income (loss)                  .88         .18

Net gains (losses) on securities
(both realized and unrealized)                .62       (.23)
- ----------------------------------------- -------- -----------
Total from investment operations             1.50       (.05)
- ----------------------------------------- -------- -----------
Less distributions:
Dividends from net investment income          .88       (.18)
- ----------------------------------------- -------- -----------
Net asset value, end of period             $10.39       $9.77
- ----------------------------------------- -------- -----------
Ratios/supplemental data

                                             1997       1996b

Net assets, end of period (in millions)      $320         $49
- ----------------------------------------- -------- -----------
Ratio of expenses to average
daily net assets                             .69%      1.53%c

Ratio of net income to average
daily net assets                            8.88%      8.14%c

Portfolio turnover rate (excluding
short-term securities)                       104%         22%
- ----------------------------------------- -------- -----------
Total returnd                              16.78%      (.48)%
- ----------------------------------------- -------- -----------
    

a  For a share outstanding throughout the period.  Rounded to the nearest cent.
b  Commencement of operations.  Period from May 1, 1996 to Aug. 31, 1996.
c  Adjusted to an annual basis.
d  Total return does not reflect  payment of the expenses that apply to the
   variable accounts or any annuity charges.

The  information  in these  tables has been  audited by KPMG Peat  Marwick  LLP,
independent   auditors.   The  independent   auditors'   report  and  additional
information about the performance of the Funds is contained in the Fund's annual
report which,  if not included  with this  prospectus,  may be obtained  without
charge.

Total returns

   
Average annual total returns as of Aug. 31, 1997

Purchase                    1 year            5 years              10 years
made                        ago               ago                  ago
- --------------------------- ----------------- -------------------- ------------

Capital Resource Fund       +28.47%           +13.36%              +12.32%

S&P 500                     +40.63%           +19.73%              +13.86%

    


<PAGE>


Cumulative total returns as of Aug. 31, 1997

Purchase                    1 year            5 years              10 years
made                        ago               ago                  ago
- --------------------------- ----------------- -------------------- ------------

   
Capital Resource Fund       +28.47%           +  87.21%            +219.62%

S&P 500                     +40.63%           +146.03%             +266.31%

Average annual total returns as of Aug. 31, 1997

Purchase                    1 year            5 years              10 years
made                        ago               ago                  ago
- --------------------------- ----------------- -------------------- ------------

Special Income Fund         +12.24%           +9.28%               +9.59%

Lehman Aggregate Bond
Index                       +10.01%           +6.80%               +9.05%

Cumulative total returns as of Aug. 31, 1997

Purchase                    1 year            5 years              10 years
made                        ago               ago                  ago
- --------------------------- ----------------- -------------------- ------------

Special Income Fund         +12.24%           +55.81%              +149.87%

Lehman Aggregate Bond
Index                       +10.01%           +38.92%              +137.89%

Average annual total returns as of Aug. 31, 1997

Purchase                    1 year            5 years              10 years
made                        ago               ago                  ago
- --------------------------- ----------------- -------------------- ------------

Managed Fund                +28.54%           +13.51%              +11.93%

S&P 500                     +40.63%           +19.73%              +13.86%

Cumulative total returns as of Aug. 31, 1997

Purchase                    1 year            5 years              10 years
made                        ago               ago                  ago
- --------------------------- ----------------- -------------------- ------------

Managed Fund                +28.54%           +  88.52%            +208.61%

S&P 500                     +40.63%           +146.03%             +266.31%

Average annual total returns as of Aug. 31, 1997

                                                                   Since
Purchase                    1 year            5 years              inception
made                        ago               ago                  Jan. 13, 1992
- --------------------------- ----------------- -------------------- ------------

International
Equity Fund                 +  9.34%          +10.22%              +  9.12%

Morgan Stanley
Capital International
World Index                 +22.84%           +14.98%              +12.88%*
    


<PAGE>


   
Cumulative total returns as of Aug. 31, 1997

                                                                   Since
Purchase                    1 year            5 years              inception
made                        ago               ago                  Jan. 13, 1992
- --------------------------- ----------------- -------------------- ------------

International
Equity Fund                 +  9.34%          +  62.68%            +63.58%

Morgan Stanley
Capital International
World Index                 +22.84%           +100.93%             +97.13%*

Average annual total returns as of Aug. 31, 1997

                                                                   Since
Purchase                    1 year            5 years              inception
made                        ago               ago                  Jan. 13, 1992
- --------------------------- ----------------- -------------------- ------------

Aggressive Growth Fund      +18.60%           +16.51%              +12.45%

S&P 500                     +40.63%           +19.73%              +18.08%*

Cumulative total returns as of Aug. 31, 1997

                                                                   Since
Purchase                    1 year            5 years              inception
made                        ago               ago                  Jan. 13, 1992
- --------------------------- ----------------- -------------------- ------------

Aggressive Growth Fund      +18.60%           +114.71%             +  93.75%

S&P 500                     +40.63%           +146.03%             +153.88%*

Average annual total returns as of Aug. 31, 1997

Purchase                    1 year            Since inception
made                        ago               May 1, 1996
- --------------------------- ----------------- ---------------------------------

Growth Dimensions           +31.35%           +22.47%

S&P 500                     +40.63%           +28.81%

Lipper Growth Fund Index    +34.46%           +22.62%

Cumulative total returns as of Aug. 31, 1997

Purchase                    1 year            Since inception
made                        ago               May 1, 1996
- --------------------------- ----------------- ---------------------------------

Growth Dimensions           +31.35%           +31.06%

S&P 500                     +40.63%           +41.32%

Lipper Growth Fund Index    +34.46%           +31.97%
    



<PAGE>


   
Average annual total returns as of Aug. 31, 1997

Purchase                    1 year            Since inception
made                        ago               May 1, 1996
- --------------------------- ----------------- ---------------------------------

Global Yield                +6.47%            +6.34%

Salomon Brothers Global
Govt. Bond Composite Index  +0.68%            +2.86%

Lipper Global
Income Fund Index           +7.66%            +8.16%

Cumulative total returns as of Aug. 31, 1997

Purchase                    1 year            Since inception
made                        ago               May 1, 1996
- --------------------------- ----------------- ---------------------------------

Global Yield                +6.47%            +  8.55%

Salomon Brothers Global
Govt. Bond Composite Index  +0.68%            +  3.85%

Lipper Global
Income Fund Index           +7.66%            +11.13%

Average annual total returns as of Aug. 31, 1997

Purchase                    1 year            Since inception
made                        ago               May 1, 1996
- --------------------------- ----------------- ---------------------------------

Income Advantage            +16.78%           +11.92%

Lehman Aggregate Bond
Index                       +10.01%           +  8.34%

Cumulative total returns as of Aug. 31, 1997

Purchase                    1 year            Since inception
made                        ago               May 1, 1996
- --------------------------- ----------------- ---------------------------------

Income Advantage            +16.78%           +16.22%

Lehman Aggregate Bond
Index                       +10.01%           +11.39%

* Measurement period began Jan. 31, 1992
    

These  examples show total returns from  hypothetical  investments in each Fund.
These returns are compared to those of popular indexes for the same periods. The
results do not reflect the expenses  that apply to the variable  accounts or the
annuity  contract.  Inclusion of these charges would reduce total return for all
periods shown.


<PAGE>


For purposes of calculation,  information  about each Fund assumes the deduction
of applicable  fund expenses,  makes no adjustments for taxes that may have been
paid on the  reinvested  income and capital  gains and covers a period of widely
fluctuating  securities  prices.  Returns  shown  should  not  be  considered  a
representation of the Fund's future performance.

Each Fund's investments may be different from those in the indexes.  The indexes
reflect  reinvestment  of all  distributions  and changes in market prices,  but
exclude brokerage commissions or other fees.

   
Standard & Poor's 500 Stock Index (S&P 500), an unmanaged list of common stocks,
is  frequently  used as a  general  measure  of  market  performance.  The index
reflects  reinvestment of all  distributions  and changes in market prices,  but
excludes brokerage commissions or other fees.
    

The Morgan Stanley Capital  International World Index, compiled from a composite
of securities  listed on the markets of North America,  Europe,  Australasia and
the Far East is widely  recognized  by  investors as the  measurement  index for
portfolios that invest in the major markets of the world.

Lehman  Aggregate Bond Index is made up of an unmanaged  representative  list of
government  and  corporate  bonds as well as  asset-backed  and  mortgage-backed
securities.  The index is  frequently  used as a general  measure of bond market
performance.  However,  the  securities  used to  create  the  index  may not be
representative  of the bonds held in Special Income or Income  Advantage  Funds.
The index  reflects  reinvestment  of all  distributions  and  changes in market
prices, but excludes brokerage commissions or other fees.

   
Lipper  Growth Fund Index,  an unmanaged  index  published by Lipper  Analytical
Services,  Inc.,  includes  30  funds  that  are  generally  similar  to  Growth
Dimensions  Fund,  although some funds in the index may have somewhat  different
investment policies or objectives.
    

Salomon Brothers Global Government Bond Composite Index is a representative list
of government bonds of 17 countries throughout the world. The index is a general
measure of government bond performance.

Performance  is  expressed  in the  U.S.  dollar  as well as the  currencies  of
governments  making up the index. The bonds included in the index may not be the
same as those in the Global Yield Fund.

   
Lipper  Global  Income  Fund  Index,  an  unmanaged  index  published  by Lipper
Analytical  Services,  Inc.,  includes  30 funds that are  generally  similar to
Global Yield Fund,  although some funds in the index may have somewhat different
investment policies or objectives.
    


<PAGE>


Yield calculation

Special Income,  Global Yield and Income  Advantage Funds may calculate a 30-day
annualized yield by dividing:

o    net investment income per share deemed earned during a 30-day period by

o    the net asset value per share on the last day of the period, and

o    converting the result to a yearly equivalent figure.

This yield  calculation  does not  include  any  annuity  charges or  contingent
deferred sales charges, which would reduce the yield quoted.

A fund's yield varies from day to day, mainly because share values and net asset
values  (which are  calculated  daily)  vary in  response to changes in interest
rates. Net investment  income normally changes much less in the short run. Thus,
when interest rates rise and share values fall, yield tends to rise.
When interest rates fall, yield tends to follow.

Moneyshare  Fund  calculates  annualized  simple and compound  yields based on a
seven-day period.

Past yields should not be considered an indicator of future yields.

Key terms

Average  annual  total return - The  annually  compounded  rate of return over a
given time period  (usually  two or more  years) -- total  return for the period
converted to an equivalent annual figure.

Capital  gains or losses - Increase or decrease in value of the  securities  the
funds hold.  Gains are realized when securities that have increased in value are
sold. A fund also may have unrealized  gains or losses when securities  increase
or decrease in value but are not sold.

Close of business - Normally 3 p.m.  Central time each business day (any day the
New York Stock Exchange is open).

Distributions  - Payments  to the  variable  accounts  of two types:  investment
income  (dividends)  and realized net  long-term  capital gains  (capital  gains
distributions).

Investment  income - Dividends  and interest  earned on  securities  held by the
funds.


<PAGE>


Net asset value (NAV) - Value of a single  fund  share.  It is the total  market
value of all of a fund's  investments  and other assets,  less any  liabilities,
divided by the number of shares outstanding.

The NAV is the price the variable  account  receives  when it sells  shares.  It
usually changes from day to day and is calculated at the close of business.  For
Special Income,  Global Yield and Income Advantage Funds, NAV generally declines
as interest rates increase and rises as interest rates decline.

Total return - Sum of all returns for a given period,  assuming  reinvestment of
all distributions.  Calculated by taking the total value of shares at the end of
the period (including shares acquired by reinvestment), less the price of shares
purchased at the beginning of the period.

Variable accounts - The separate accounts or subaccounts,  each of which invests
in shares of one of the funds.

Yield - Net  investment  income  earned per share for a specified  time  period,
divided by the net asset value at the end of the period.

Investment policies and risks

Capital  Resource Fund - Under normal market  conditions,  Capital Resource Fund
invests  primarily in U.S. common stocks and other  securities  convertible into
common  stock.  The  portfolio  manager  selects  investments  believed  to have
potential for capital growth.

The Fund also may invest in preferred stocks,  bonds,  debt securities,  foreign
securities, money market instruments and derivative instruments.

Special  Income  Fund - Under  normal  market  conditions,  Special  Income Fund
invests  primarily  in debt  securities.  At  least  50% of its net  assets  are
invested in corporate  bonds of the four  highest  ratings,  in other  corporate
bonds the investment manager believes have the same investment  qualities and in
government bonds.

The Fund also may invest in  corporate  bonds with  lower  ratings,  convertible
securities,  preferred stocks, derivative instruments,  money market instruments
and foreign bonds.

Managed Fund - Under normal market conditions, Managed Fund invests at least 50%
of its total assets in common stocks. The Fund also invests in preferred stocks,
convertible   securities,   warrants,   bonds  and  money  market   instruments.
Ordinarily,  investments other than common stock would constitute 50% or less of
the Fund's portfolio.  However,  under unusual market  conditions,  the Fund may
invest any portion

<PAGE>


of its assets in securities other than common stocks. This allows the investment
manager  flexibility  to best  achieve the Fund's goal.  This might  occur,  for
example, when interest rates are high but are expected to decline significantly.

The Fund also may invest in derivative instruments and foreign securities.

Moneyshare  Fund - Under  normal  market  conditions,  Moneyshare  Fund  invests
primarily in  high-quality,  short-term,  debt securities and other money market
instruments denominated in U.S. dollars. The Fund intends to maintain a constant
net asset value of $1 per share,  although there is no assurance it will be able
to do so. The Fund will not purchase any security  with a remaining  maturity of
more  than 13 months  and will  maintain  a  dollar-weighted  average  portfolio
maturity of 90 days or less. The Fund also may invest in foreign securities. For
a description of money market securities, see Appendix C in the SAI.

International Equity Fund - Under normal market conditions, International Equity
Fund  invests  at least 65% of its total  assets in  foreign  equity  securities
having a potential for superior growth.  Superior means fund performance  better
than the Morgan Stanley Capital International World Index.

The  Fund's  investments  will be  primarily  in common  stocks  and  securities
convertible  into common stocks of foreign issuers.  However,  if the investment
manager  believes  they have more  potential  for capital  growth,  the Fund may
invest in bonds issued or guaranteed either by countries that are members of the
Organization for Economic Cooperation and Development (OECD) or by international
agencies  such as the World Bank or the European  Investment  Bank.  These bonds
will not be purchased  unless, in the judgment of the investment  manager,  they
are  comparable  in quality to bonds rated AA by  Standard & Poor's  Corporation
(S&P).

The percentage of fund assets invested in particular countries or regions of the
world will change according to their political stability and economic condition.
Ordinarily,  the Fund  will  invest in  companies  domiciled  in at least  three
foreign countries.

Normally,  investments  in U.S.  issuers  will  constitute  less than 20% of the
Fund's  portfolio.  However,  as a  temporary  measure,  the Fund may invest any
portion of its assets in securities of U.S.  issuers that appear to have greater
potential for superior growth than foreign  securities.  U.S.  investments would
include  common  stocks,  convertible  securities  and corporate and  government
bonds.

The bonds must bear one of the four highest  ratings given by Moody's  Investors
Service,  Inc. (Moody's) or S&P or must be of comparable quality.  The Fund also
may invest in money market instruments and derivative instruments.  No more than
5% of the  Fund's  total  assets  may  be  invested  in  options  on  individual
securities.


<PAGE>


Aggressive Growth Fund - Under normal market conditions,  Aggressive Growth Fund
invests primarily in common stocks of U.S. and foreign companies that are small-
and  medium-size   growth   companies.   Many  of  these   companies   emphasize
technological innovation or productivity improvements.

The Fund invests in warrants to purchase  common  stock,  debt  securities or in
securities  of large,  well-established  companies  when the  portfolio  manager
believes those  investments  offer the best opportunity for capital growth.  The
Fund also may invest in foreign  securities,  derivative  instruments  and money
market instruments.

Growth Dimensions Fund - Under normal market conditions,  Growth Dimensions Fund
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
debt  securities,  preferred  stocks,  derivative  instruments  and money market
instruments.

Global Yield Fund - Global Yield Fund invests  primarily in debt  securities  of
U.S. and foreign issuers.  Under normal market  conditions,  at least 80% of the
Fund's  net  assets  will  be  investment-grade  corporate  or  government  debt
securities  including  money market  instruments of issuers  located in at least
three different countries.

The Fund also invests in debt securities  below  investment  grade,  convertible
securities,  common stocks and derivative instruments. The Fund may not purchase
securities rated lower than B by Moody's or S&P.

Since  the  Fund  is a  non-diversified  mutual  fund,  it may  concentrate  its
investments  in  securities  of fewer  issuers  than would a  diversified  fund.
Accordingly,  the  Fund  may  have  more  risk  than  funds  that  have  broader
diversification.

Income  Advantage Fund - Under normal market  conditions,  Income Advantage Fund
invests  primarily in debt securities  below investment grade issued by U.S. and
foreign corporations. Most of these will be rated BBB, BB or B by S&P or Moody's
equivalent.  However, the Fund may invest in debt securities with lower ratings,
including those in default.  Other investments include  investment-grade  bonds,
convertible  securities,   stocks,   derivative  instruments  and  money  market
instruments. The Fund may invest up to 10% of its total assets in common stocks,
preferred  stocks that do not pay  dividends  and  warrants  to purchase  common
stocks.

The  various  types  of  investments  the  portfolio  managers  use  to  achieve
investment  performance  are described in more detail in the next section and in
the SAI.


<PAGE>


Facts about investments and their risks

Common  stocks:  Stock  prices  are  subject to market  fluctuations.  Stocks of
smaller or foreign  companies  or 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.  Also,  small  companies
often have limited product lines,  smaller markets or fewer financial resources.
Therefore,  some of the securities in which a fund invests  involve  substantial
risk 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.

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 an investment  grade bond fluctuates as interest
rates change or if its credit rating is upgraded or downgraded.

Debt securities below investment  grade: The price of these bonds may react more
to the  ability  of a company to pay  interest  and  principal  when due than to
changes in interest rates. They have greater price fluctuations, are more likely
to experience a default and  sometimes are referred to as "junk bonds."  Reduced
market  liquidity  for these bonds may  occasionally  make it more  difficult to
value them. In valuing bonds, a fund relies both on independent  rating agencies
and the investment manager's credit analysis.

Securities that are  subsequently  downgraded in quality may continue to be held
and  will be sold  only  when  the  fund's  investment  manager  believes  it is
advantageous to do so.


<PAGE>


Bond ratings and holdings for fiscal year ended Aug. 31, 1997

                                         For Special Income Fund
<TABLE>
<CAPTION>

                                                                                  Percent of
                                                                                  net assets
                                                                                  in unrated
                            S&P Rating                 Protection of              securities
Percent of                  (or Moody's                principal and              assessed by
net assets                  equivalent)                interest                   AEFC

<S>                         <C>                        <C>                        <C>
   
29.76%                      AAA                        Highest quality            0.79%
  3.78                      AA                         High quality                 --
11.28                       A                          Upper medium grade         0.02
13.32                       BBB                        Medium grade               0.10
15.43                       BB                         Moderately speculative     1.04
  9.36                      B                          Speculative                0.92
 0.74                       CCC                        Highly speculative         0.17
   --                       CC                         Poor quality                 --
 0.01                       C                          Lowest quality               --
   --                       D                          In default                   --
 4.91                       Unrated                    Unrated securities         1.87
    

Bond ratings and holdings for fiscal year ended Aug. 31, 1997

                                             For Managed Fund

                                                                                  Percent of
                                                                                  net assets
                                                                                  in unrated
                            S&P Rating                 Protection of              securities
Percent of                  (or Moody's                principal and              assessed by
net assets                  equivalent)                interest                   AEFC

   
12.77%                      AAA                        Highest quality            0.08%
  1.20                      AA                         High quality                 --
  3.62                      A                          Upper medium grade           --
  4.45                      BBB                        Medium grade               0.03
  3.53                      BB                         Moderately speculative     0.03
  2.20                      B                          Speculative                0.13
  0.10                      CCC                        Highly speculative         0.07
    --                      CC                         Poor quality                 --
    --                      C                          Lowest quality               --
    --                      D                          In default                   --
  2.16                      Unrated                    Unrated securities         1.82
</TABLE>
    


<PAGE>


   
Bond ratings and holdings for fiscal year ended Aug. 31, 1997
    

                                          For Global Yield Fund
<TABLE>
<CAPTION>

                                                                                  Percent of
                                                                                  net assets
                                                                                  in unrated
                            S&P Rating                 Protection of              securities
Percent of                  (or Moody's                principal and              assessed by
net assets                  equivalent)                interest                   AEFC

<S>                         <C>                        <C>                        <C>
   
54.30%                      AAA                        Highest quality            0.64%
  4.73                      AA                         High quality                 --
  2.65                      A                          Upper medium grade         0.09
  3.43                      BBB                        Medium grade                 --
12.08                       BB                         Moderately speculative       --
  0.57                      B                          Speculative                  --
    --                      CCC                        Highly speculative           --
    --                      CC                         Poor quality                 --
    --                      C                          Lowest quality               --
    --                      D                          In default                   --
  1.88                      Unrated                    Unrated securities         1.15

Bond ratings and holdings for fiscal year ended Aug. 31, 1997
    

                                        For Income Advantage Fund

                                                                                  Percent of
                                                                                  net assets
                                                                                  in unrated
                            S&P Rating                 Protection of              securities
Percent of                  (or Moody's                principal and              assessed by
net assets                  equivalent)                interest                   AEFC

   
  0.73%                     AAA                        Highest quality            0.08%
  0.03                      AA                         High quality                 --
    --                      A                          Upper medium grade           --
  0.71                      BBB                        Medium grade                 --
18.16                       BB                         Moderately speculative     0.36
58.59                       B                          Speculative                1.71
  5.45                      CCC                        Highly speculative         2.16
  0.15                      CC                         Poor quality                 --
    --                      C                          Lowest quality               --
    --                      D                          In default                   --
  9.83                      Unrated                    Unrated securities         5.52
</TABLE>
    

(See Appendix to the SAI for further information regarding ratings.)

Debt securities  sold at a deep discount:  Some bonds are sold at deep discounts
because they do not pay interest until maturity.  They include zero coupon bonds
and PIK (pay-in-kind)  bonds. To comply with tax laws, a fund has to recognize a
computed amount of interest income and pay dividends to shareholders even though
no cash has been received. In some instances, a fund may have to sell securities
to have sufficient cash to pay the dividends.

Mortgage-backed  securities:  All Funds  except  Moneyshare  may  invest in U.S.
government securities  representing part ownership of pools of mortgage loans. A
pool, or group,  of mortgage  loans issued by such lenders as mortgage  bankers,
commercial  banks and savings and loan  associations,  is assembled and mortgage
pass-through certificates are offered to investors through securities dealers.


<PAGE>


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 the Fund, which is influenced by both stated interest
rates and market  conditions,  may be  different  than the  quoted  yield on the
certificates.

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 the fund
holds foreign currencies or securities valued in foreign  currencies,  the price
of a fund share  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.  Each Fund, except
International  Equity  and  Global  Yield  Funds may  invest  up to 25%  (Growth
Dimensions  may invest up to 30%) of its total assets at the time of purchase in
securities of foreign issuers.

   
The Fund may  invest  in  foreign  securities  that  are  traded  in the form of
American  Depositary  Receipts (ADRs).  ADRs are receipts  typically issued by a
U.S. bank or trust company evidencing ownership of the underlying  securities of
foreign  issuers.  European  Depositary  Receipts  (EDRs) and Global  Depositary
Receipts  (GDRs)  are  receipts  typically  issued  by  foreign  banks  or trust
companies,  evidencing  ownership of  underlying  securities  issued by either a
foreign or U.S.  issuer.  Generally  Depositary  Receipts in registered form are
designed for use in the U.S. securities market and Depositary Receipts in bearer
form are  designed for use in  securities  markets  outside the U.S.  Depositary
Receipts  may  not  necessarily  be  denominated  in the  same  currency  as the
underlying securities into which they may be converted. Depositary Receipts also
involve the risks of other investments in foreign securities.
    

Derivative instruments:  For all Funds except Moneyshare, the portfolio managers
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 a portfolio
manager to change the investment performance 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 fund will use
derivative instruments only to achieve the same investment

<PAGE>


performance   characteristics   it  could  achieve  by  directly  holding  those
securities and currencies  permitted under the investment  policies.  The Fund's
custodian will maintain, in a segregated account, cash or liquid high-grade debt
securities  that are marked to market  daily and are at least  equal in value to
the Fund's  obligations to the extent such obligations are not covered.  No more
than 5% of each  Fund'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.  For further  information,  see the options and
futures appendixes in the SAI.

Securities  and  derivative  instruments  that are illiquid:  Illiquid means the
security or derivative instrument 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  derivative  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 of  directors  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 each
Fund's  net  assets  (zero  for  Moneyshare)  will  be held  in  securities  and
derivative instruments that are illiquid.

Money market  instruments:  For all Funds  except  Moneyshare,  short-term  debt
securities  rated in the top two grades are used to meet daily cash needs and at
various  times to hold  assets  until  better  investment  opportunities  arise.
Generally,  less than 25% of each of  Capital  Resource,  International  Equity,
Aggressive Growth, Special Income, Managed, Growth Dimensions,  Global Yield and
Income  Advantage  Fund'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  of
directors.

Lending portfolio  securities:  Each Fund 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 a majority of the  outstanding  voting  securities
approve otherwise, loans may not exceed 30% of a Fund's net assets.

Alternative investment options

In the future,  the board of the Funds may determine for operating  efficiencies
to use a master/feeder  structure.  Under that structure,  the Fund's investment
portfolio would be managed by another  investment  company with the same goal as
the Fund, rather than investing directly in a portfolio of securities.


<PAGE>


Valuing assets

Moneyshare  Fund's securities are valued at amortized cost. In valuing assets of
Capital  Resource,  International  Equity,  Aggressive  Growth,  Special Income,
Managed, Growth Dimensions, Global Yield and Income Advantage Funds:

   
o Securities  (except bonds) and assets with available  market values are valued
on that basis.
    

o    Securities maturing in 60 days or less are valued at amortized cost.

   
o    Bonds are valued according to methods selected by the board.

o    Assets  without  readily  available  market values are valued  according to
     methods selected in good faith by the board.
    

o    Assets and  liabilities  denominated  in foreign  currencies are translated
     daily into U.S.  dollars at a rate of exchange  set as near to the close of
     the day as practicable.

How to invest, transfer or redeem shares

How to invest

You may  invest in the Funds  only by buying a variable  annuity  contract.  For
further  information  concerning maximum and minimum payments and submitting and
acceptance of your application, see your annuity prospectus.

How to transfer among variable accounts

You can transfer all or part of your value in a variable  account to one or more
of the other variable  accounts with  different  investment  objectives.  Please
refer to your variable annuity prospectus for more information about transfers.

Redeeming shares

The Funds will buy  (redeem)  any shares  presented  by the  variable  accounts.
Surrender  or  withdrawal   details  are  described  in  your  variable  annuity
prospectus.

Payment  generally will be mailed within seven days of the  redemption  request.
The amount may be more or less than the amount invested. Shares will be redeemed
at net asset  value at the close of  business on the day the request is accepted
at the Minneapolis  office.  If the request arrives after the close of business,
the price per share will be the net asset  value at the close of business on the
next business day.

Distributions and taxes

The Funds  distribute to  shareholders  (the variable  accounts) net  investment
income and net  capital  gains.  They do so to qualify as  regulated  investment
companies and to avoid paying corporate income and excise taxes.


<PAGE>


Dividend and capital gain distributions

Capital Resource,  International Equity,  Aggressive Growth,  Managed and Growth
Dimensions Funds distribute their net investment  income (dividends and interest
earned on securities held by the Fund, less operating  expenses) to shareholders
(the variable accounts) at the end of each calendar quarter. For Special Income,
Moneyshare,  Global Yield and Income Advantage  Funds, net investment  income is
distributed monthly. Net realized capital gains, if any, from selling securities
are  distributed at the end of the calendar year.  Before they are  distributed,
both net  investment  income and net capital  gains are included in the value of
each  share.  After they are  distributed,  the value of each share drops by the
per-share amount of the  distribution.  (Since the distributions are reinvested,
the total value of the holdings will not change.) The reinvestment  price is the
net asset value at close of business on the day the distribution is paid.

Taxes

The  Internal  Revenue  Service  has issued  final  regulations  relating to the
diversification  requirements under section 817(h) of the Internal Revenue Code.
Each Fund intends to comply with these requirements.

Federal  income  taxation of variable  accounts,  life  insurance  companies and
annuities is discussed in your annuity prospectus.

Income received by International Equity and Global Yield Funds may be subject to
foreign tax and withholding.  Tax conventions  between certain countries and the
United States may reduce or eliminate those taxes.

How the Funds are organized

IDS Life Investment  Series,  Inc.,  formerly known as IDS Life Capital Resource
Fund,  Inc., is a series  mutual fund. It has four series of stock  representing
four  separate,  diversified  funds - Capital  Resource,  International  Equity,
Aggressive Growth and Growth Dimensions Funds. IDS Life Investment Series,  Inc.
was  incorporated  in  Nevada  on April  27,  1981,  but  changed  its  state of
incorporation  to Minnesota on June 13, 1986. IDS Life Special Income Fund, Inc.
is a series mutual fund. It has three series of stock representing two separate,
diversified  funds - Special Income and Income  Advantage Funds and one separate
non-diversified fund - Global Yield Fund. IDS Life Special Income Fund, Inc. and
IDS Life Moneyshare  Fund, Inc. were originally  incorporated in Nevada on April
27,  1981,  but changed  their state of  incorporation  to Minnesota on June 13,
1986.  IDS Life Managed  Fund,  Inc. was  incorporated  in Minnesota on March 5,
1985.

Each Fund is an open-end  investment company or series of an open-end investment
company  registered  under the Investment  Company Act of 1940, as amended.  The
headquarters of the Funds is IDS Tower 10, Minneapolis, MN 55440-0010. The Funds
are part of the IDS MUTUAL FUND GROUP, a family of funds that began in 1940.

Shares

A fund is owned by the variable accounts, its shareholders. All shares issued by
each Fund are of the same class -- capital stock.  Par value is 1 cent per share
($.001 for Managed Fund). Both full and fractional shares can be issued.


<PAGE>


Voting rights

For a discussion of the rights of annuity contract owners  concerning the voting
of shares held by the variable accounts, please see your annuity prospectus. All
shares  have  equal  voting  rights.   In  any  matter  requiring  the  vote  of
shareholders (the fund's management and fundamental policies),  IDS Life and its
affiliates  will ask for  instructions  from the person with voting rights.  The
number of votes you have is in  proportion  to the amount you have  allocated to
each variable account. Your instructions will be weighted in the same proportion
and IDS Life and its  affiliates  will vote them  that way.  We will vote  those
shares for which we do not receive  instructions,  and those shares for which we
have  voting  rights,  in the same  proportion  as the  shares for which we have
received instructions.

Shareholder meetings

The Funds do not hold annual shareholder  meetings.  However,  the directors may
call meetings at their discretion, or on demand by holders of 10% or more of the
outstanding  shares, to elect or remove directors.  Meetings of the shareholders
also may be called on demand  by the  holders  of 3% or more of the  outstanding
shares of each Fund if no meeting has been held during the preceding 15 months.

Portfolio managers

Capital Resource Fund

   
Joe Barsky joined AEFC in 1979 and serves as senior portfolio manager. He served
as portfolio manager of IDS Equity Select Fund from 1983 to 1997. He also serves
as vice  president  and  senior  portfolio  manager of IDS  Equity  Advisors,  a
division of IDS Advisory Group, Inc.
    

Special Income Fund

Steve  Merrell  joined AEFC in 1988 as a  quantitative  investment  analyst.  He
became portfolio  manager of this Fund in January 1995. From 1990 to 1991, Steve
worked  for  JP  Morgan  Futures,   Inc.  marketing   futures-based   investment
strategies.  He rejoined AEFC in 1991 as a portfolio  manager.  He has served as
debt  securities  specialist  for the assets of Total Return  Portfolio  and its
predecessor fund since December 1995.

Managed Fund

Alfred A. Henderson joined AEFC in 1996 and serves as senior portfolio  manager.
From 1995-1996 he was a portfolio manager at Montgomery Asset  Management.  From
1992-1995 he was a senior portfolio manager at Husic Capital  Management.  Prior
to  that he was  vice  president  and  portfolio  manager  at  Alliance  Capital
Management Corporation.

Deb  Pederson  joined  AEFC in 1986 and  serves as  portfolio  manager.  She has
managed the fixed income  portfolio of this Fund since  January  1994.  She also
manages  the fixed  income  portfolio  of IDS Life Series  Fund,  Inc. - Managed
Portfolio  and the low grade  invested  assets of IDS Life,  IDS Life  Insurance
Company of New York and American Enterprise Life Insurance Company.


<PAGE>


Moneyshare Fund

   
Terry Fettig joined AEFC in 1986. He serves as portfolio  manager for this Fund,
IDS Cash  Management  Fund,  IDS  Intermediate  Tax-Exempt  Fund, IDS Life Money
Market  Portfolio and IDS Tax-Free Money Fund.  From 1986 to 1992 he was a fixed
income  securities  analyst.  From  1992 to 1993 he was an  associate  portfolio
manager.
    

International Equity Fund

   
Peter  Lamaison  joined AEFC in 1984 and began  serving as portfolio  manager of
this fund in September 1997. In addition,  he is chief investment officer of IDS
International  Inc.  and  chairman of IDS Fund  Management  Ltd.,  both based in
London.
    

Aggressive Growth Fund

Marty  Hurwitz  joined  AEFC in 1987 and  serves as  portfolio  manager.  He was
appointed  to manage this Fund in January  1995.  He has managed IDS Life Series
Fund, Inc. - Equity  Portfolio since July 1993 and also manages accounts for IDS
Advisory Portfolio Management Group.

Growth Dimensions Fund

Gordon Fines  joined AEFC in 1981 and serves as  portfolio  manager of this Fund
and has served as vice president and senior  portfolio  manager of Growth Trends
Portfolio and its  predecessor  fund since 1991. Mr. Fines also leads the Growth
Team for AEFC.  From  1985 to 1991,  he was  portfolio  manager  of IDS  Managed
Retirement Fund.

Global Yield Fund

Ray Goodner joined AEFC in 1977 and serves as portfolio manager of this Fund and
as vice president and senior  portfolio  manager of World Income  Portfolio.  He
began his career in portfolio  management  in 1980. He has managed the assets of
World Income  Portfolio and its predecessor  fund since 1989. Since 1985 he also
has served as portfolio  manager of Quality Income Portfolio and its predecessor
fund.

Income Advantage Fund

Jack Utter joined AEFC in 1962 and serves as senior portfolio  manager.  He also
has managed the assets of High Yield  Portfolio and its  predecessor  fund since
1985.
       

Directors and officers

   
Shareholders  elect a board who oversee the  operations  of the Funds and choose
its officers.  Its officers are  responsible for day-to-day  business  decisions
based on policies set by the board.  The board has named an executive  committee
that has authority to act on its behalf  between  meetings.  The directors  also
serve on the boards of all of the other funds in the IDS MUTUAL  FUND GROUP.  On
Aug. 31, 1997,  the Fund's  directors and officers did not own any shares of the
Funds.
    


<PAGE>


   
Independent board members and officers
    

Chairman of the Board

   
William R. Pearce*
Chairman  of the board,  Board  Services  Corporation  (provides  administrative
services to boards including the boards of the IDS and IDS Life funds and Master
Trust portfolios).

H. Brewster Atwater, Jr.
Former chairman and chief executive officer, General Mills, Inc.
    

Lynne V. Cheney
Distinguished fellow, American Enterprise Institute for Public Policy Research.

Robert F. Froehlke
Former president of all funds in the IDS MUTUAL FUND GROUP.

Heinz F. Hutter
Former president and chief operating officer, Cargill, Inc.

Anne P. Jones
Attorney and telecommunications consultant.

   
Alan K. Simpson
Former United States senator for Wyoming.
    

Edson W. Spencer
Former chairman and chief executive officer, Honeywell, Inc.

Wheelock Whitney
Chairman, Whitney Management Company.

C. Angus Wurtele
Chairman of the board, The Valspar Corporation.

   
Officer

Vice president, general counsel and secretary

Leslie L. Ogg*
Presidentt, treasurer and corporate secretary of Board Services Corporation.

Board members and officers associated with AEFC

President

John R. Thomas*
Senior vice president, AEFC.

David R. Hubers*
President and chief executive officer, AEFC.
    


<PAGE>


   
James A. Mitchell*
Executive vice president, AEFC.

Officers associated with AEFC

Vice president

Peter J. Anderson*
Senior vice president, AEFC.

Treasurer

Melinda S. Urion*
Senior vice president and chief financial officer, AEFC.

   Refer to the SAI for the directors' and officers' biographies.
* Interested persons as defined by the Investment Company Act of 1940.

Investment manager
    

Each Fund pays IDS Life for  managing  its  portfolio  and  serving as  transfer
agent.

Under its Investment  Management Services  Agreement,  IDS Life determines which
securities will be purchased, held or sold (subject to the direction and control
of the Fund's board of directors).  Under the current  agreement,  the Funds pay
IDS Life a fee for these  services based on the average daily net assets of each
Fund, as follows:

Capital Resource Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $1                    0.630%
   Next $1                     0.615
   Next $1                     0.600
   Next $3                     0.585
   Over $6                     0.570

Special Income Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $1                    0.610%
   Next $1                     0.595
   Next $1                     0.580
   Next $3                     0.565
   Next $3                     0.550
   Over $9                     0.535


<PAGE>


Managed Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $0.5                  0.630%
   Next $0.5                   0.615
   Next $   1                  0.600
   Next $   1                  0.585
   Next $   3                  0.570
   Over $   6                  0.550

Moneyshare Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $    1                0.510%
   Next $0.5                   0.493
   Next $0.5                   0.475
   Next $0.5                   0.458
   Over $2.5                   0.440

International Equity Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $0.25                 0.870%
   Next $0.25                  0.855
   Next $0.25                  0.840
   Next $0.25                  0.825
   Next $     1                0.810
   Over $     2                0.795

Aggressive Growth Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $0.25                 0.650%
   Next $0.25                  0.635
   Next $0.25                  0.620
   Next $0.25                  0.605
   Next $     1                0.590
   Over $     2                0.575

Growth Dimensions Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $1                    0.630%
   Next $1                     0.615
   Next $1                     0.600
   Next $3                     0.585
   Over $6                     0.570


<PAGE>


Global Yield Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $0.25                 0.840%
   Next $0.25                  0.825
   Next $0.25                  0.810
   Next $0.25                  0.795
   Over $     1                0.780

Income Advantage Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $1                    0.620%
   Next $1                     0.605%
   Next $1                     0.590%
   Next $3                     0.575%
   Next $3                     0.560%
   Over $9                     0.545%

   
For the fiscal year ended Aug. 31, 1997,  Capital  Resource Fund paid IDS Life a
total  investment  management  fee of 0.60% of its  average  daily  net  assets.
Special Income Fund paid 0.60%,  Managed Fund paid 0.59%,  Moneyshare  Fund paid
0.51%,  International Equity Fund paid 0.83%, Aggressive Growth Fund paid 0.61%,
Growth  Dimensions  Fund paid  0.63%,  Global  Yield  Fund paid 0.84% and Income
Advantage  Fund paid  0.62%.  Under this  Agreement,  each Fund also pays taxes,
brokerage  commissions  and  nonadvisory  expenses.  Total fees and expenses for
fiscal year 1997 were 0.67% for Capital  Resource Fund, 0.68% for Special Income
Fund, 0.64% for Managed Fund, 0.57% for Moneyshare Fund, 0.97% for International
Equity Fund, 0.68% for Aggressive Growth Fund, 0.72% for Growth Dimensions Fund,
0.97% for Global Yield Fund and 0.69% for Income Advantage Fund.
    

Administrative Services Agreement

Under  an   Administrative   Services   Agreement,   each  Fund  pays  AEFC  for
administration and accounting services as follows:

Capital Resource Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $1                    0.050%
   Next $1                     0.045
   Next $1                     0.040
   Next $3                     0.035
   Over $6                     0.030


<PAGE>


Special Income Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $1                    0.050%
   Next $1                     0.045
   Next $1                     0.040
   Next $3                     0.035
   Next $3                     0.030
   Over $9                     0.025

Managed Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $0.5                  0.040
   Next $0.5                   0.035
   Next $   1                  0.030
   Next $   1                  0.025
   Next $   3                  0.020
   Over $   6                  0.020

Moneyshare Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $    1                0.030%
   Next $0.5                   0.027
   Next $0.5                   0.025
   Next $0.5                   0.022
   Over $2.5                   0.020

International Equity Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $0.25                 0.060%
   Next $0.25                  0.055
   Next $0.25                  0.050
   Next $0.25                  0.045
   Next $     1                0.040
   Over $     2                0.035


<PAGE>


Aggressive Growth Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $0.25                 0.060%
   Next $0.25                  0.055
   Next $0.25                  0.050
   Next $0.25                  0.045
   Next $     1                0.040
   Over $     2                0.035

Growth Dimensions Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $1                    0.050%
   Next $1                     0.045
   Next $1                     0.040
   Next $3                     0.035
   Over $6                     0.030

Global Yield Fund

      Assets               Annual rate at
    (billions)            each asset level
   First $0.25                 0.060%
   Next $0.25                  0.055
   Next $0.25                  0.050
   Next $0.25                  0.045
   Over $     1                0.040

Income Advantage Fund

      Assets               Annual rate at
    (billions)            each asset level
     First $1                  0.050%
      Next $1                  0.045
      Next $1                  0.040
      Next $3                  0.035
      Next $3                  0.030
      Over $9                  0.025

Investment advisory agreements

IDS Life  and AEFC  have an  Investment  Advisory  Agreement  under  which  AEFC
executes  purchases and sales and negotiates  brokerage as directed by IDS Life.
For its services,  IDS Life pays AEFC a fee based on a percentage of each Fund's
average  daily  net  assets  for the  year.  This  fee is  equal  to  0.35%  for
International Equity Fund and 0.25% for each remaining fund.


<PAGE>


   
AEFC  has a  Sub-investment  Advisory  Agreement  with  American  Express  Asset
International Inc. (International), a wholly-owned subsidiary of AEFC.
    

International's  principal  place  of  business  is  located  at IDS  Tower  10,
Minneapolis, MN 55440-0010,  while it also conducts investment advisory business
in London,  England.  International  has had assets under management since 1981.
International determines the securities that will be purchased, held or sold and
executes purchases and sales for International  Equity Fund as directed by AEFC.
For its  services,  AEFC pays  International  a fee equal on an annual  basis to
0.50% of International Equity Fund's average daily net assets.

About American Express Financial Corporation

General information

The AEFC family of companies  offers not only mutual  funds but also  insurance,
annuities,  investment  certificates  and a broad range of financial  management
services.

   
Besides  managing  investments for all publicly  offered funds in the IDS MUTUAL
FUND GROUP, AEFC also manages  investments for itself and its subsidiaries,  IDS
Certificate Company and IDS Life. Total assets under management on Aug. 31, 1997
were more than $165 billion.
    

IDS Life is a stock life insurance  company  organized in 1957 under the laws of
the State of Minnesota and located at IDS Tower 10, Minneapolis,  MN 55440-0010.
IDS Life  conducts a  conventional  life  insurance  business in the District of
Columbia and all states except New York.

Other AEFC subsidiaries  provide investment  management and related services for
pension, profit sharing,  employee savings and endowment funds of businesses and
institutions.

AEFC is  located at IDS Tower 10,  Minneapolis,  MN  55440-0010.  It 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. The Funds may pay brokerage  commissions to  broker-dealer  affiliates of
American Express and AEFC.

Retirement Annuity Mutual Funds
IDS Tower 10
Minneapolis, MN
55440-0010

Managed by IDS Life Insurance Company

<PAGE>


   
Retirement Annuity Mutual Funds
Prospectus/October 30, 1997
    

This  prospectus  describes  six Funds that receive  payments  from the variable
accounts of your variable  annuity  contract.  Each of these Funds has different
investment objectives and policies.

IDS Life Capital Resource Fund is a stock fund.

IDS Life Special Income Fund is a bond fund.

IDS Life Managed Fund is a managed fund.

IDS Life  Moneyshare  Fund is a money market fund.  An  investment in Moneyshare
Fund is neither  insured nor guaranteed by the U.S.  government and there can be
no assurance  that the Fund will be able to maintain a stable net asset value of
$1 per share.

IDS Life International Equity Fund is an international stock fund.

IDS Life  Aggressive  Growth Fund is a stock fund investing  primarily in common
stocks of small-and medium-size companies.

This  prospectus  contains  facts  that can help you decide if the Funds are the
right investment for you. Read this along with your variable annuity  prospectus
before you invest and keep both prospectuses for future reference.

Additional  facts about the Funds are in a Statement of  Additional  Information
(SAI), filed with the Securities and Exchange Commission (SEC) and available for
reference,  along with other  related  materials,  on the SEC  Internet web site
(http://www.sec.gov).  The SAI, dated October 30, 1997, is incorporated  here by
reference.  For a free copy,  contact  Retirement  Annuity  Mutual  Funds at the
address below.

These  securities  have not been approved or  disapproved  by the Securities and
Exchange Commission or any state securities  commission,  nor has the SEC or any
state  securities  commission  passed  upon the  accuracy  or  adequacy  of this
prospectus. Any representation to the contrary is a criminal offense.

IDS Life  Insurance  Company (IDS Life) is not a bank or financial  institution,
and the securities it offers are not deposits or  obligations  of, or guaranteed
or endorsed by, any bank or financial  institution,  nor are they insured by the
Federal Deposit Insurance  Corporation,  the Federal Reserve Board, or any other
agency.

IDS Life Investment Series, Inc.
   IDS Life Capital Resource Fund
   IDS Life International Equity Fund
   IDS Life Aggressive Growth Fund


<PAGE>


IDS Life Special Income Fund, Inc.
IDS Life Moneyshare Fund, Inc.
IDS Life Managed Fund, Inc.

   
Retirement Annuity Mutual Funds
IDS Tower 10
Minneapolis, MN 55440-0010
800-633-4003
TTY: 800-285-8846
    


<PAGE>


Table of contents

The Funds in brief
Goals and types of Fund investments
Manager and distributor
Variable accounts

Sales charge and expenses
Sales charge
Expenses

Performance
Financial highlights
Total returns
Yield calculation
Key terms

Investment   policies  and  risks
Facts  about   investments  and  their  risks
Alternative investment options
Valuing assets

How to invest,  transfer or redeem  shares
How to invest
How to  transfer  among variable accounts
Redeeming shares

Distributions and taxes
Dividend and capital gain distributions
Taxes

How the Funds are organized
Shares
Voting rights
Shareholder  meetings
Portfolio managers
Directors  and officers
Investment  manager
Administrative  services agreement
Investment advisory agreements

About American Express Financial Corporation
General information


<PAGE>


The Funds in brief

Goals and types of Fund investments

Capital Resource Fund's goal is capital appreciation and it invests primarily in
U.S. common stocks.

Special  Income  Fund's goal is to provide a high level of current  income while
conserving  the value of the  investment  for the  longest  period  of time.  It
invests primarily in investment-grade bonds.

Managed Fund's goal is maximum total investment  return through a combination of
capital growth and current income. It invests  primarily in stocks,  convertible
securities, bonds and money market instruments.

Moneyshare  Fund's goal is to provide  maximum  current income  consistent  with
liquidity and conservation of capital. It invests in money market securities.

International  Equity  Fund's  goal  is  capital  appreciation  and  it  invests
primarily in common stocks of foreign issuers.

Aggressive  Growth Fund's goal is capital  appreciation and it invests primarily
in common stocks of small- and medium-size companies.

Because  any  investment   involves  risk,   achieving  these  goals  cannot  be
guaranteed. Only the contract owners can change the goals. See "Voting rights."

Manager and distributor

The Funds are managed by IDS Life, a subsidiary  of American  Express  Financial
Corporation  (AEFC).  AEFC has an agreement with IDS Life to furnish  investment
advice for the Funds managed by IDS Life.

Variable accounts

You may not buy (nor will you own)  shares of the Fund  directly.  You invest by
buying a variable  annuity  and  allocating  your  purchase  payments  among the
variable accounts that invest in the Funds.

Sales charge and expenses

Sales charge

There is no sales charge for the sale or  redemption  of fund shares,  but there
may be charges associated with your redemption (surrender or withdrawal) of your
annuity  contract.  Any charges  that apply to the  variable  accounts  and your
annuity contract are described in the variable annuity prospectus.


<PAGE>


Expenses

The Funds pay IDS Life a fee for managing their investment portfolios. The Funds
pay AEFC for administrative and accounting services.  The Funds also pay certain
nonadvisory  expenses.  See "Investment  manager" and  "Administrative  services
agreement" under "How the Funds are organized."

Performance

Financial highlights

<TABLE>
<CAPTION>
Capital Resource Fund
Financial highlights

Fiscal period ended Aug. 31,

Per share income and capital changesa

   
                            1997    1996     1995    1994    1993    1992    1991     1990    1989     1988

Net asset value,
<S>                       <C>     <C>      <C>     <C>     <C>     <C>     <C>      <C>     <C>      <C>   
beginning of period       $25.57  $24.42   $23.43  $24.58  $23.90  $23.15  $17.54   $20.17  $15.06   $17.71
- ------------------------- ------- ------- -------- ------- ------- ------- ------- -------- ------- --------
Income from investment
operations:
Net investment (loss)        .16     .30      .29     .29     .23     .21     .40      .52     .39      .31

Net gains (losses) on
securities (both            6.45    1.22     3.70    1.56    1.89    1.75    6.61   (2.06)    5.38   (2.54)
realized and unrealized)
- ------------------------- ------- ------- -------- ------- ------- ------- ------- -------- ------- --------
Total from investment
operations                  6.61    1.52     3.99    1.85    2.12    1.96    7.01   (1.54)    5.77   (2.23)
- ------------------------- ------- ------- -------- ------- ------- ------- ------- -------- ------- --------
Less distributions:
Dividends from net
investment income          (.15)   (.29)    (.29)   (.29)   (.23)   (.21)   (.40)    (.52)   (.39)    (.31)

Distributions from
realized gains            (4.05)   (.07)   (2.71)  (2.71)  (1.21)  (1.00)  (1.00)    (.57)   (.27)    (.11)

Excess distributions
from net investment        (.01)   (.01)       --      --      --      --      --       --      --       --
income
- ------------------------- ------- ------- -------- ------- ------- ------- ------- -------- ------- --------
Total distributions       (4.21)   (.37)   (3.00)  (3.00)  (1.44)  (1.21)  (1.40)   (1.09)   (.66)    (.42)
- ------------------------- ------- ------- -------- ------- ------- ------- ------- -------- ------- --------
Net asset value, end of   $27.97  $25.57   $24.42  $23.43  $24.58  $23.90  $23.15   $17.54  $20.17   $15.06
period
- ------------------------- ------- ------- -------- ------- ------- ------- ------- -------- ------- --------
Ratios/supplemental data
                            1997    1996     1995    1994    1993    1992    1991     1990    1989     1988
Net assets (end of
period)                    4,867  $4,372   $3,845  $2,899  $2,308  $1,681  $1,191     $702    $660     $454
  (in millions)

Ratio of expenses to
average daily net assets    .67%    .68%     .69%    .68%    .68%    .70%    .70%     .70%    .73%     .69%

Ratio of net income to
average daily net assets    .61%   1.15%    1.22%   1.20%    .94%    .91%   1.94%    2.69%   2.22%    2.01%

Portfolio turnover rate
(excluding short-term
securities)                 110%    131%      88%     85%     65%     63%     74%      82%     42%     111%
- ------------------------- ------- ------- -------- ------- ------- ------- ------- -------- ------- --------
Total returnb             28.47%   6.15%   17.18%   7.61%   8.87%   8.54%  40.68%  (7.79%)  38.72%  (12.59%)
- ------------------------- ------- ------- -------- ------- ------- ------- ------- -------- ------- --------
Average brokerage
commission ratec          $.0492  $0.0565      --      --      --      --      --       --      --       --
- ------------------------- ------- ------- -------- ------- ------- ------- ------- -------- ------- --------

a    For a share outstanding throughout the period.  Rounded to the nearest cent.
b    Total return does not reflect payment of the expenses that apply to the variable accounts or any
     annuity charges.
c    Effective fiscal year 1996, the Fund is required to disclose an average brokerage commission rate
     per share for security trades on which commissions are charged.  The comparability of this information may be
     affected by the fact that  commission  rates per share  vary  significantly  among  foreign
     countries.
</TABLE>
    



<PAGE>



Special Income Fund
Financial highlights

Fiscal period ended Aug. 31,

Per share income and capital
changesa
<TABLE>
<CAPTION>

   
                            1997    1996    1995    1994     1993    1992    1991    1990    1989     1988

Net asset value,
<S>                        <C>     <C>     <C>      <C>     <C>     <C>      <C>     <C>     <C>     <C>   
beginning of period        $11.54  $11.58  $11.05   $12.08  $11.26  $10.72   $10.10  $11.11  $10.88  $11.09
- -------------------------- ------- ------- ------- -------- ------- ------- -------- ------ -------- -------
Income from investment
operations:
Net investment income         .85     .88     .88      .84     .85     .90      .97    .99     1.03    1.03
(loss)

Net gains (losses) on
securities (both              .52   (.07)     .56    (.99)     .82     .54      .62  (1.01)     .23   (.21)
realized and unrealized)
- -------------------------- ------- ------- ------- -------- ------- ------- -------- ------ -------- -------
Total from investment        1.37     .81    1.44    (.15)    1.67    1.44     1.59  (.02)   (1.26)     .82
operations
- -------------------------- ------- ------- ------- -------- ------- ------- -------- ------ -------- -------
Less distributions:
Dividends from net
investment income           (.84)   (.85)   (.87)    (.85)   (.85)   (.90)    (.97)  (.99)   (1.03)  (1.03)

Distributions from
realized gains              (.07)      --   (.02)    (.02)      --      --       --     --       --      --
Excess distributions
from net investment         (.01)      --   (.02)    (.01)      --      --       --     --       --      --
income
- -------------------------- ------- ------- ------- -------- ------- ------- -------- ------ -------- -------
Total distributions         (.92)   (.85)   (.91)    (.88)   (.85)   (.90)    (.97)  (.99)   (1.03)  (1.03)
- -------------------------- ------- ------- ------- -------- ------- ------- -------- ------ -------- -------
Net asset value, end of    $11.99  $11.54  $11.58   $11.05  $12.08  $11.26   $10.72  $10.10  $11.11  $10.88
period
- -------------------------- ------- ------- ------- -------- ------- ------- -------- ------ -------- -------

Ratios/supplemental data
                            1997    1996    1995    1994     1993    1992    1991    1990    1989     1988
Net assets' end of period
  (in millions)            $1.923  $1,912  $1,703   $1,559  $1,551  $1,136     $800   $641     $565    $428

Ratio of expenses to
average daily net assets     .68%    .68%   $.68%     .67%    .69%    .71%     .70%   .71%     .73%    .69%

Ratio of net income to
average daily net assets    7.18%   7.47%   8.08%    7.20%   7.41%   8.22%    9.31%  9.42%    9.37%   9.45%

Portfolio turnover rate
(excluding short-term         73%     56%     56%      57%     77%     92%      97%   118%     132%    169%
securities)
- -------------------------- ------- ------- ------- -------- ------- ------- -------- ------ -------- -------
Total returnb              12.24%   7.08%  13.75%  (1.30)%  15.47%  13.96%   16.54%  (.12)%  12.19%   7.76%


a    For a share outstanding throughout the period.  Rounded to the nearest cent
b    Total  return  does not  reflect  payment  of the  expenses  that apply to the
     variable accounts or any annuity charges.
</TABLE>
    


<PAGE>



Managed Fund
Financial highlights

Fiscal year ended Aug. 31,

Per share income and capital
changesa
<TABLE>
<CAPTION>

   
                            1997     1996    1995     1994    1993    1992     1991   1990     1989    1988

Net asset value,
<S>                       <C>      <C>     <C>      <C>     <C>     <C>      <C>     <C>      <C>    <C>   
beginning of year         $16.00   $14.85  $13.65   $14.32  $13.08  $12.59   $10.93  $12.08   $9.87  $11.34
- ------------------------- ------- -------- ------- -------- ------- ------- -------- ------ -------- -------
Income from investment
operations:
Net investment income        .46      .46     .40      .47     .49     .56      .58    .65      .48     .42
(loss)

Net gains (losses) on
securities (both            3.93     1.15    1.20    (.26)    1.60     .95     2.11  (.67)     2.25  (1.47)
realized and unrealized)
- ------------------------- ------- -------- ------- -------- ------- ------- -------- ------ -------- -------
Total from investment
operations                  4.39     1.61    1.60      .21    2.09    1.51     2.69  (.02)     2.73  (1.05)
- ------------------------- ------- -------- ------- -------- ------- ------- -------- ------ -------- -------
Less distributions:
Dividends from net
investment income          (.45)    (.46)   (.40)    (.47)   (.49)   (.56)    (.58)  (.65)    (.48)   (.42)

Distributions from
realized gains            (1.06)       --      --    (.41)   (.36)   (.46)    (.45)  (.48)    (.04)      --

Excess Distributions
from net investment        (.01)
income
- ------------------------- ------- -------- ------- -------- ------- ------- -------- ------ -------- -------
Total distributions       (1.52)    (.46)   (.40)    (.88)   (.85)  (1.02)   (1.03)  (1.13)   (.52)   (.42)
- ------------------------- ------- -------- ------- -------- ------- ------- -------- ------ -------- -------
Net asset value, end of   $18.87   $16.00  $14.85   $13.65  $14.32  $13.08   $12.59  $10.93  $12.08   $9.87
period
- ------------------------- ------- -------- ------- -------- ------- ------- -------- ------ -------- -------
Ratios/supplemental data
                            1997     1996    1995     1994    1993    1992     1991   1990     1989    1988

Net assets, end of
period                    $4,445   $3,482  $3,044   $2,499  $1,858  $1,169     $810   $545     $462    $381
  (in millions)

Ratio of expenses to
average daily net assets    .64%     .65%    .68%     .68%    .69%    .71%     .70%   .71%     .73%    .69%

Ratio of net income
(loss) to average daily    2.65%    2.94%   2.96%    3.46%   3.70%   4.35%    4.86%  5.42%    5.06%   4.42%
net assets

Portfolio turnover rate
(excluding short-term
securities)                  72%      85%     72%      79%     58%     50%      52%    37%      69%     62%
- ------------------------- ------- -------- ------- -------- ------- ------- -------- ------ -------- -------
Total returnb             28.54%   10.95%  11.94%    1.51%  16.33%  12.14%   25.24%  (.23)%  28.47%  (9.06)%

Average brokerage
commission ratec          $.0334  $0.0606      --       --      --      --       --     --       --      --
- ------------------------- ------- -------- ------- -------- ------- ------- -------- ------ -------- -------

a    For a share outstanding throughout the period. Rounded to the nearest cent.
b    Total  return  does not  reflect  payment  of the  expenses  that apply to the
     variable accounts or any annuity charges.
c    Effective fiscal year 1996, the Fund is required to disclose an average brokerage commission rate per share for
     security trades on which commissions are charged.  The comparability of this information may be
     affected by the fact that  commission  rates per share  vary  significantly  among  foreign
     countries.
</TABLE>
    



<PAGE>



Moneyshare Fund
Financial highlights

Fiscal period ended Aug. 31,

Per share income and capital
changesa
<TABLE>
<CAPTION>

   
                            1997    1996     1995    1994    1993     1992    1991    1990    1989     1988

Net asset value,
<S>                        <C>     <C>      <C>     <C>     <C>      <C>     <C>     <C>     <C>      <C>  
beginning of period        $1.00   $1.00    $1.00   $1.00   $1.00    $1.00   $1.00   $1.00   $1.00    $1.00
- ------------------------- ------- ------- -------- ------- ------- -------- ------- ------- ------- --------
Income from investment
operations:
Net investment income                .05      .05     .03     .03      .04     .07     .08     .09      .07
(loss)
- ------------------------- ------- ------- -------- ------- ------- -------- ------- ------- ------- --------
Less distributions:
Dividends from net
investment income          (.05)   (.05)    (.05)   (.03)   (.03)    (.04)   (.07)   (.08)   (.09)    (.07)
- ------------------------- ------- ------- -------- ------- ------- -------- ------- ------- ------- --------
Net asset value, end of    $1.00   $1.00    $1.00   $1.00   $1.00    $1.00   $1.00   $1.00   $1.00    $1.00
period
- ------------------------- ------- ------- -------- ------- ------- -------- ------- ------- ------- --------

Ratios/supplemental data
                            1997    1996     1995    1994    1993     1992    1991    1990    1989     1988
Net assets' end of
period                     $4.21    $288     $227    $179    $180     $246    $285    $274    $160     $102
  (in millions)

Ratio of expenses to
average daily net assets    .57%    .56%     .59%    .57%    .60%     .60%    .57%    .62%    .54%     .58%

Ratio of net income
(loss) to average daily    4.97%   5.02%    5.23%   3.12%   2.67%    3.93%   6.55%   7.85%   8.68%    6.77%
net assets
- ------------------------- ------- ------- -------- ------- ------- -------- ------- ------- ------- --------
Total returnb              5.06%   5.16%    5.27%   3.15%   2.73%    3.98%   6.77%   8.18%   8.99%    7.01%
- ------------------------- ------- ------- -------- ------- ------- -------- ------- ------- ------- --------
    

a    For a share outstanding throughout the period.  Rounded to the nearest cent.
b    Total return does not reflect payment of the expenses that apply to the variable accounts or any
     annuity charges.
</TABLE>



<PAGE>



International Equity Fund
Financial highlights

Fiscal period ended Aug. 31,

Per share income and capital changesa
<TABLE>
<CAPTION>

   
                                      1997         1996         1995         1994         1993        1992b

<S>                                 <C>          <C>          <C>          <C>          <C>          <C>   
Net asset value, beginning          $13.30       $12.55       $12.91       $11.60       $10.01       $10.00
of period
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Income from investment
operations:                            .18          .20          .17          .14          .15          .05
Net investment income (loss)

Net gains (losses) on
securities (both realized             1.06         1.01        (.37)         1.61         1.81          .01
and unrealized)
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Total from investment                 1.24         1.21        (.20)         1.75         1.96          .06
operations
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Less distributions:
Dividends from net                   (.17)        (.44)        (.16)        (.08)        (.15)        (.05)
investment income

Distributions from realized          (.28)        (.02)           --        (.29)        (.22)           --
gains

Excess distributions from
realized gains                          --           --           --        (.07)           --           --
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Total distributions                  (.45)        (.46)        (.16)        (.44)        (.37)        (.05)
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Net asset value, end of             $14.09       $13.30       $12.55       $12.91       $11.60       $10.01
period
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Ratios/supplemental data
                                      1997         1996         1995         1994         1993        1992b
Net assets, end of period
  (in millions)                     $2,105       $1,874       $1,442       $1,111         $291          $39
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Ratio of expenses to average
daily net assets                      .97%         .96%        1.03$         .98%        1.10%       1.57%c

Ratio of net income (loss)
to average                           1.30%        1.28%        1.56%        1.09%        1.37%       0.93%c
daily net assets

Portfolio turnover rate
(excluding short-term                  91%          58%          38%          51%          62%          22%
securities)
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Total returnd                        9.34%        9.64%      (1.77%)       15.11%       19.76%         .55%

Average brokerage commission        $.0187      $0.0186           --           --           --           --
ratee
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------

a    For a share outstanding throughout the period.  Rounded to the nearest cent.
b    Commencement of operations.  Period from Jan. 13, 1992 to Aug. 31, 1992.
c    Adjusted to an annual basis.
d    Total  return does not reflect  payment of the  expenses  that apply to the
     variable accounts or any annuity charges.
e    Effective fiscal year 1996, the Fund is required to disclose an average brokerage commission rate
     per share for security trades on which commissions are charged.  The comparability of this information may be
     affected by the fact that  commission  rates per share  vary  significantly  among  foreign
     countries.
</TABLE>
    



<PAGE>



Aggressive Growth Fund
Financial highlights

Fiscal period ended Aug. 31,

Per share income and capital
changesa
<TABLE>
<CAPTION>

   
                                      1997         1996         1995         1994         1993        1992b

<S>                                 <C>          <C>          <C>          <C>           <C>         <C>   
Net asset value, beginning          $16.04       $14.44       $11.46       $11.68        $9.00       $10.00
of period
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Income from investment
operations:                            .08          .10          .08          .01          .02          .02
Net investment income(loss)

Net gains (losses) on
securities                            2.84         1.60         2.98        (.22)         2.68       (1.00)
(both realized and
unrealized)
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Total from investment                 2.92         1.70         3.06        (.21)         2.70        (.98)
operations
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Less distributions:
Dividends from net                   (.08)        (.10)        (.08)        (.01)        (.02)        (.02)
investment income

Distribution from realized          (1.71)           --           --           --           --           --
gains
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Total distributions                 (1.79)           --           --           --           --           --
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Net asset value, end of             $17.17       $16.04       $14.44       $11.46       $11.68        $9.00
period
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Ratios/supplemental data
                                      1997         1996         1995         1994         1993        1992b

Net assets, end of period
  (in millions)                     $2,427       $1,941       $1,412         $763         $299          $57
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Ratio of expenses to average
daily net assets                      .68%         .69%         .70%         .69%         .75%        .98%c

Ratio of net income (loss)
to average daily net assets           .47%         .65%         .72%         .14%         .28%        .21%c

Portfolio turnover rate
(excluding short-term                 218%         189%         116%          59%          55%          28%
securities)
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Total returnd                       18.60%       11.82%       26.80%      (1.77)%       29.98%      (9.76)%

Average brokerage commission        $.0430       $.0531           --           --           --           --
ratee
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------

a    For a share outstanding throughout the period.  Rounded to the nearest cent.
b    Commencement of operations.  Period from Jan. 13, 1992 to Aug. 31, 1992.
c    Adjusted to an annual basis.
d    Total  return does not reflect  payment of the  expenses  that apply to the
     variable accounts or any annuity charges.
e    Effective fiscal year 1996, the Fund is required to disclose an average brokerage commission rate
     per share for security trades on which commissions are charged.  The comparability of this information may be
     affected by the fact that  commission  rates per share  vary  significantly  among  foreign
     countries.
</TABLE>
    

The  information  in these  tables has been  audited by KPMG Peat  Marwick  LLP,
independent   auditors.   The  independent   auditors'   report  and  additional
information about the performance of the Funds is contained in the Fund's annual
report which,  if not included  with this  prospectus,  may be obtained  without
charge.


<PAGE>


Total returns

   
Average annual total returns as of Aug. 31, 1997

Purchase                    1 year            5 years              10 years
made                        ago               ago                  ago
- --------------------------- ----------------- -------------------- ------------
                            +28.47%           +13.36%              +12.32%
Capital Resource Fund

S&P 500                     +40.63%           +19.73%              +13.86%

Cumulative total returns as of Aug. 31, 1997

Purchase                    1 year            5 years              10 years
made                        ago               ago                  ago
- --------------------------- ----------------- -------------------- ------------
                            +28.47%           +87.21%              +219.62%
Capital Resource Fund

S&P 500                     +40.63%           +146.03%             +266.31%

Average annual total returns as of Aug. 31, 1997

Purchase                    1 year            5 years              10 years
made                        ago               ago                  ago
- --------------------------- ----------------- -------------------- ------------
                            +12.24%           +9.28%               +9.59%
Special Income Fund

Lehman Aggregate Bond       +10.01%           +6.80%               +9.05%
Index

Cumulative total returns as of Aug. 31, 1997

Purchase                    1 year            5 years              10 years
made                        ago               ago                  ago
- --------------------------- ----------------- -------------------- -----------
                            +12.24%           +55.81%              +149.87%
Special Income Fund

Lehman Aggregate Bond       +10.01%           +38.92%              +137.89%
Index

Average annual total returns as of Aug. 31, 1997

Purchase                    1 year            5 years              10 years
made                        ago               ago                  ago
- --------------------------- ----------------- -------------------- ------------
                            +28.54%           +13.51%              +11.93%
Managed Fund

S&P 500                     +40.63%           +19.73%              +13.86%

Cumulative total returns as of Aug. 31, 1997

Purchase                    1 year            5 years              10 years
made                        ago               ago                  ago
- --------------------------- ----------------- -------------------- ------------
                            +28.54%           +88.52%              +208.61%
Managed Fund

S&P 500                     +40.63%           +146.03%             +266.31%


<PAGE>


Average annual total returns as of Aug. 31, 1997

                                                                   Since
Purchase                    1 year            5 years              inception
made                        ago               ago                  Jan. 13, 1992
- --------------------------- ----------------- -------------------- -------------

International
Equity Fund                 +9.34%            +10.22%              +9.12%

Morgan Stanley
Capital International
World Index                 +22.84%           +14.98%              +12.87%*

Cumulative total returns as of Aug. 31, 1997

                                                                   Since
Purchase                    1 year            5 years              inception
made                        ago               ago                  Jan. 13, 1992
- --------------------------- ----------------- -------------------- -------------

International
Equity Fund                 +9.34%            +62.68%              +63.58%

Morgan Stanley
Capital International
World Index                 +22.84%           +100.93%             +97.13%*

Average annual total returns as of Aug. 31, 1997

                                                                   Since
Purchase                    1 year            5 years              inception
made                        ago               ago                  Jan. 13, 1992
- --------------------------- ----------------- -------------------- -------------

Aggressive Growth Fund      +18.60%           +16.51%              +12.45%

S&P 500                     +40.63%           +19.73%              +18.08%*

Cumulative total returns as of Aug. 31, 1997

                                                                   Since
Purchase                    1 year            5 years              inception
made                        ago               ago                  Jan. 13, 1992
- --------------------------- ----------------- -------------------- ------------

Aggressive Growth Fund      +18.60%           +114.71%             +93.75%

S&P 500                     +40.63%           +146.03%             +153.88%*

* Measurement period started Jan. 31, 1992.
    

These  examples show total returns from  hypothetical  investments in each Fund.
These returns are compared to those of popular indexes for the same periods. The
results do not reflect the expenses  that apply to the variable  accounts or the
annuity  contract.  Inclusion of these charges would reduce total return for all
periods shown.

For purposes of calculation,  information  about each Fund assumes the deduction
of applicable  fund expenses,  makes no adjustments for taxes that may have been
paid on the  reinvested  income and capital  gains and covers a period of widely
fluctuating  securities  prices.  Returns  shown  should  not  be  considered  a
representation of the Fund's future performance.


<PAGE>


Each Fund's investments may be different from those in the indexes.  The indexes
reflect  reinvestment  of all  distributions  and changes in market prices,  but
exclude brokerage commissions or other fees.

   
Standard & Poor's 500 Stock Index (S&P 500), an unmanaged list of common stocks,
is  frequently  used as a  general  measure  of  market  performance.  The index
reflects  reinvestment of all  distributions  and changes in market prices,  but
excludes brokerage commissions or other fees.
    

The Morgan Stanley Capital  International World Index, compiled from a composite
of securities  listed on the markets of North America,  Europe,  Australasia and
the Far East is widely  recognized  by  investors as the  measurement  index for
portfolios that invest in the major markets of the world.

   
Lehman  Aggregate Bond Index is made up of an unmanaged  representative  list of
government  and  corporate  bonds as well as  asset-backed  and  mortgage-backed
securities.  The index is  frequently  used as a general  measure of bond market
performance.  However,  the  securities  used to  create  the  index  may not be
representative  of the bonds held in Special Income or Income  Advantage  Funds.
The index  reflects  reinvestment  of all  distributions  and  changes in market
prices, but excludes brokerage commissions or other fees.
    

Yield calculation

Special Income Fund may calculate a 30-day annualized yield by dividing:

o    net investment income per share deemed earned during a 30-day period by

o    the net asset value per share on the last day of the period, and

o    converting the result to a yearly equivalent figure.

This yield  calculation  does not  include  any  annuity  charges or  contingent
deferred sales charges, which would reduce the yield quoted.

A fund's yield varies from day to day, mainly because share values and net asset
values  (which are  calculated  daily)  vary in  response to changes in interest
rates. Net investment  income normally changes much less in the short run. Thus,
when interest rates rise and share values fall, yield tends to rise.
When interest rates fall, yield tends to follow.

Moneyshare  Fund  calculates  annualized  simple and compound  yields based on a
seven-day period.

Past yields should not be considered an indicator of future yields.

Key terms

Average  annual  total return - The  annually  compounded  rate of return over a
given time period  (usually  two or more  years) -- total  return for the period
converted to an equivalent annual figure.


<PAGE>


Capital  gains or losses - Increase or decrease in value of the  securities  the
funds hold.  Gains are realized when securities that have increased in value are
sold. A fund also may have unrealized  gains or losses when securities  increase
or decrease in value but are not sold.

Close of business - Normally 3 p.m.  Central time each business day (any day the
New York Stock Exchange is open).

Distributions  - Payments  to the  variable  accounts  of two types:  investment
income  (dividends)  and realized net  long-term  capital gains  (capital  gains
distributions).

Investment  income - Dividends  and interest  earned on  securities  held by the
funds.

Net asset value (NAV) - Value of a single  fund  share.  It is the total  market
value of all of a fund's  investments  and other assets,  less any  liabilities,
divided by the number of shares outstanding.

   
The NAV is the price the variable  account  receives  when it sells  shares.  It
usually changes from day to day and is calculated at the close of business.  For
Special Income,  Global Yield and Income Advantage funds, NAV generally declines
as interest rates increase and rises as interest rates decline.
    

Total return - Sum of all returns for a given period,  assuming  reinvestment of
all distributions.  Calculated by taking the total value of shares at the end of
the period (including shares acquired by reinvestment), less the price of shares
purchased at the beginning of the period.

Variable accounts - The separate accounts or subaccounts,  each of which invests
in shares of one of the funds.

Yield - Net  investment  income  earned per share for a specified  time  period,
divided by the net asset value at the end of the period.

Investment policies and risks

Capital  Resource Fund - Under normal market  conditions,  Capital Resource Fund
invests  primarily in U.S. common stocks and other  securities  convertible into
common  stock.  The  portfolio  manager  selects  investments  believed  to have
potential for capital growth.

The Fund also may invest in preferred stocks,  bonds,  debt securities,  foreign
securities, money market instruments and derivative instruments.

Special  Income  Fund - Under  normal  market  conditions,  Special  Income Fund
invests  primarily  in debt  securities.  At  least  50% of its net  assets  are
invested in corporate  bonds of the four  highest  ratings,  in other  corporate
bonds the investment manager believes have the same investment  qualities and in
government bonds.

The Fund also may invest in  corporate  bonds with  lower  ratings,  convertible
securities,  preferred stocks, derivative instruments,  money market instruments
and foreign bonds.


<PAGE>


Managed Fund - Under normal market conditions, Managed Fund invests at least 50%
of its total assets in common stocks. The Fund also invests in preferred stocks,
convertible   securities,   warrants,   bonds  and  money  market   instruments.
Ordinarily,  investments other than common stock would constitute 50% or less of
the Fund's portfolio.  However,  under unusual market  conditions,  the Fund may
invest any portion of its assets in securities  other than common  stocks.  This
allows the investment manager  flexibility to best achieve the Fund's goal. This
might  occur,  for  example,  when  interest  rates are high but are expected to
decline significantly.

The Fund also may invest in derivative instruments and foreign securities.

Moneyshare  Fund - Under  normal  market  conditions,  Moneyshare  Fund  invests
primarily in  high-quality,  short-term,  debt securities and other money market
instruments denominated in U.S. dollars. The Fund intends to maintain a constant
net asset value of $1 per share,  although there is no assurance it will be able
to do so. The Fund will not purchase any security  with a remaining  maturity of
more  than 13 months  and will  maintain  a  dollar-weighted  average  portfolio
maturity of 90 days or less. The Fund also may invest in foreign securities. For
a description of money market securities, see Appendix C in the SAI.

International Equity Fund - Under normal market conditions, International Equity
Fund  invests  at least 65% of its total  assets in  foreign  equity  securities
having a potential for superior growth.  Superior means fund performance  better
than the Morgan Stanley Capital International World Index.

The  Fund's  investments  will be  primarily  in common  stocks  and  securities
convertible  into common stocks of foreign issuers.  However,  if the investment
manager  believes  they have more  potential  for capital  growth,  the Fund may
invest in bonds issued or guaranteed either by countries that are members of the
Organization for Economic Cooperation and Development (OECD) or by international
agencies  such as the World Bank or the European  Investment  Bank.  These bonds
will not be purchased  unless, in the judgment of the investment  manager,  they
are  comparable  in quality to bonds rated AA by  Standard & Poor's  Corporation
(S&P).

The percentage of fund assets invested in particular countries or regions of the
world will change according to their political stability and economic condition.
Ordinarily,  the Fund  will  invest in  companies  domiciled  in at least  three
foreign countries.

Normally,  investments  in U.S.  issuers  will  constitute  less than 20% of the
Fund's  portfolio.  However,  as a  temporary  measure,  the Fund may invest any
portion of its assets in securities of U.S.  issuers that appear to have greater
potential for superior growth than foreign  securities.  U.S.  investments would
include  common  stocks,  convertible  securities  and corporate and  government
bonds.

The bonds must bear one of the four highest  ratings given by Moody's  Investors
Service,  Inc. (Moody's) or S&P or must be of comparable quality.  The Fund also
may invest in money market instruments and derivative instruments.  No more than
5% of the  Fund's  total  assets  may  be  invested  in  options  on  individual
securities.


<PAGE>


Aggressive Growth Fund - Under normal market conditions,  Aggressive Growth Fund
invests primarily in common stocks of U.S. and foreign companies that are small-
and  medium-size   growth   companies.   Many  of  these   companies   emphasize
technological innovation or productivity improvements.

The Fund invests in warrants to purchase  common  stock,  debt  securities or in
securities  of large,  well-established  companies  when the  portfolio  manager
believes those  investments  offer the best opportunity for capital growth.  The
Fund also may invest in foreign  securities,  derivative  instruments  and money
market instruments.

The  various  types  of  investments  the  portfolio  managers  use  to  achieve
investment  performance  are described in more detail in the next section and in
the SAI.

Facts about investments and their risks

Common  stocks:  Stock  prices  are  subject to market  fluctuations.  Stocks of
smaller or foreign  companies  or 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.  Also,  small  companies
often have limited product lines,  smaller markets or fewer financial resources.
Therefore,  some of the securities in which a fund invests  involve  substantial
risk 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.

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 an investment  grade bond fluctuates as interest
rates change or if its credit rating is upgraded or downgraded.

Debt securities below investment  grade: The price of these bonds may react more
to the  ability  of a company to pay  interest  and  principal  when due than to
changes in interest rates. They have greater price fluctuations, are more likely
to experience a default and  sometimes are referred to as "junk bonds."  Reduced
market  liquidity  for these bonds may  occasionally  make it more  difficult to
value them. In valuing bonds, a fund relies both on independent  rating agencies
and the investment manager's credit analysis.

Securities that are  subsequently  downgraded in quality may continue to be held
and  will be sold  only  when  the  fund's  investment  manager  believes  it is
advantageous to do so.


<PAGE>


<TABLE>
<CAPTION>

   
                      Bond ratings and holdings for fiscal year ended Aug. 31, 1997
                                         For Special Income Fund
    

                                                                                  Percent of
                                                                                  net assets
                                                                                  in unrated
                            S&P Rating                 Protection of              securities
Percent of                  (or Moody's                principal and              assessed by
net assets                  equivalent)                interest                   AEFC

<S>                         <C>                        <C>                        <C>
   
29.76%                      AAA                        Highest quality            0.79%
  3.78                      AA                         High quality                 --
11.28                       A                          Upper medium grade         0.02
13.32                       BBB                        Medium grade               0.10
15.43                       BB                         Moderately speculative     1.04
  9.36                      B                          Speculative                0.92
  0.74                      CCC                        Highly speculative         0.17
    --                      CC                         Poor quality                 --
  0.01                      C                          Lowest quality               --
    --                      D                          In default                   --
  4.91                      Unrated                    Unrated securities         1.87

Bond ratings and holdings for fiscal year ended Aug. 31, 1997
                                             For Managed Fund
    

                                                                                  Percent of
                                                                                  net assets
                                                                                  in unrated
                            S&P Rating                 Protection of              securities
Percent of                  (or Moody's                principal and              assessed by
net assets                  equivalent)                interest                   AEFC

   
12.77%                      AAA                        Highest quality            0.08%
  1.20                      AA                         High quality                 --
  3.62                      A                          Upper medium grade           --
  4.45                      BBB                        Medium grade               0.03
  3.53                      BB                         Moderately speculative     0.03
  2.20                      B                          Speculative                0.13
  0.10                      CCC                        Highly speculative         0.07
    --                      CC                         Poor quality                 --
    --                      C                          Lowest quality               --
    --                      D                          In default                   --
  2.16                      Unrated                    Unrated securities         1.82
</TABLE>
    

(See Appendix to the SAI for further information regarding ratings.)

Debt securities  sold at a deep discount:  Some bonds are sold at deep discounts
because they do not pay interest until maturity.  They include zero coupon bonds
and PIK (pay-in-kind)  bonds. To comply with tax laws, a fund has to recognize a
computed amount of interest income and pay dividends to shareholders even though
no cash has been received. In some instances, a fund may have to sell securities
to have sufficient cash to pay the dividends.

Mortgage-backed  securities:  All Funds  except  Moneyshare  may  invest in U.S.
government securities  representing part ownership of pools of mortgage loans. A
pool, or group,  of mortgage  loans issued by such lenders as mortgage  bankers,
commercial  banks and savings and loan  associations,  is assembled and mortgage
pass-through certificates are offered to investors through securities dealers.


<PAGE>


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 the Fund, which is influenced by both stated interest
rates and market  conditions,  may be  different  than the  quoted  yield on the
certificates.

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 the fund
holds foreign currencies or securities valued in foreign  currencies,  the price
of a fund share  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.  Each Fund, except
International  Equity Fund may invest up to 25% of its total  assets at the time
of purchase in securities of foreign issuers.

   
The Fund may  invest  in  foreign  securities  that  are  traded  in the form of
American  Depositary  Receipts (ADRs).  ADRs are receipts  typically issued by a
U.S. bank or trust company evidencing ownership of the underlying  securities of
foreign  issuers.  European  Depositary  Receipts  (EDRs) and Global  Depositary
Receipts  (GDRs)  are  receipts  typically  issued  by  foreign  banks  or trust
companies,  evidencing  ownership of  underlying  securities  issued by either a
foreign or U.S.  issuer.  Generally  Depositary  Receipts in registered form are
designed for use in the U.S. securities market and Depositary Receipts in bearer
form are  designed for use in  securities  markets  outside the U.S.  Depositary
Receipts  may  not  necessarily  be  denominated  in the  same  currency  as the
underlying securities into which they may be converted. Depositary Receipts also
involve the risks of other investments in foreign securities.
    

Derivative instruments:  For all Funds except Moneyshare, the portfolio managers
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 a portfolio
manager to change the investment performance 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 fund will use
derivative   instruments  only  to  achieve  the  same  investment   performance
characteristics it could achieve by directly holding those securities and

<PAGE>


currencies  permitted under the investment  policies.  The Fund's custodian will
maintain,  in a segregated  account,  cash or liquid  high-grade debt securities
that are  marked to market  daily and are at least  equal in value to the Fund's
obligations to the extent such  obligations are not covered.  No more than 5% of
each  Fund'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.  For  further  information,  see the  options and futures
appendixes in the SAI.

Securities  and  derivative  instruments  that are illiquid:  Illiquid means the
security or derivative instrument 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  derivative  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 of  directors  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 each
Fund's  net  assets  (zero  for  Moneyshare)  will  be held  in  securities  and
derivative instruments that are illiquid.

Money market  instruments:  For all Funds  except  Moneyshare,  short-term  debt
securities  rated in the top two grades are used to meet daily cash needs and at
various  times to hold  assets  until  better  investment  opportunities  arise.
Generally,  less than 25% of each of  Capital  Resource,  International  Equity,
Aggressive  Growth,  Special Income and Managed Fund'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  of
directors.

Lending portfolio  securities:  Each Fund 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 a majority of the  outstanding  voting  securities
approve otherwise, loans may not exceed 30% of a Fund's net assets.

Alternative investment options

In the future,  the board of the Funds may determine for operating  efficiencies
to use a master/feeder  structure.  Under that structure,  the Fund's investment
portfolio would be managed by another  investment  company with the same goal as
the Fund, rather than investing directly in a portfolio of securities.

Valuing assets

Moneyshare  Fund's securities are valued at amortized cost. In valuing assets of
Capital Resource,  International Equity,  Aggressive Growth,  Special Income and
Managed Funds:

   
o Securities  (except bonds) and assets with available  market values are valued
on that basis.
    

o    Securities maturing in 60 days or less are valued at amortized cost.


<PAGE>


   
o    Bonds are valued according to methods selected by the board.

o    Assets  without  readily  available  market values are valued  according to
     methods selected in good faith by the board.
    

o    Assets and  liabilities  denominated  in foreign  currencies are translated
     daily into U.S.  dollars at a rate of exchange  set as near to the close of
     the day as practicable.

How to invest, transfer or redeem shares

How to invest

You may  invest in the Funds  only by buying a variable  annuity  contract.  For
further  information  concerning maximum and minimum payments and submitting and
acceptance of your application, see your annuity prospectus.

How to transfer among variable accounts

You can transfer all or part of your value in a variable  account to one or more
of the other variable  accounts with  different  investment  objectives.  Please
refer to your variable annuity prospectus for more information about transfers.

Redeeming shares

The Funds will buy  (redeem)  any shares  presented  by the  variable  accounts.
Surrender  or  withdrawal   details  are  described  in  your  variable  annuity
prospectus.

Payment  generally will be mailed within seven days of the  redemption  request.
The amount may be more or less than the amount invested. Shares will be redeemed
at net asset  value at the close of  business on the day the request is accepted
at the Minneapolis  office.  If the request arrives after the close of business,
the price per share will be the net asset  value at the close of business on the
next business day.

Distributions and taxes

The Funds  distribute to  shareholders  (the variable  accounts) net  investment
income and net  capital  gains.  They do so to qualify as  regulated  investment
companies and to avoid paying corporate income and excise taxes.

Dividend and capital gain distributions

Capital  Resource,  International  Equity,  Aggressive  Growth and Managed Funds
distribute  their  net  investment  income  (dividends  and  interest  earned on
securities  held by the Fund,  less  operating  expenses) to  shareholders  (the
variable  accounts) at the end of each calendar quarter.  For Special Income and
Moneyshare  Funds, net investment  income is distributed  monthly.  Net realized
capital gains, if any, from selling securities are distributed at the end of the
calendar year.  Before they are distributed,  both net investment income and net
capital  gains  are  included  in the  value  of  each  share.  After  they  are
distributed,  the  value of each  share  drops by the  per-share  amount  of the
distribution.  (Since the distributions  are reinvested,  the total value of the
holdings  will not  change.)  The  reinvestment  price is the net asset value at
close of business on the day the distribution is paid.


<PAGE>


Taxes

The  Internal  Revenue  Service  has issued  final  regulations  relating to the
diversification  requirements under section 817(h) of the Internal Revenue Code.
Each Fund intends to comply with these requirements.

Federal  income  taxation of variable  accounts,  life  insurance  companies and
annuities is discussed in your annuity prospectus.

Income received by  International  Equity Fund may be subject to foreign tax and
withholding. Tax conventions between certain countries and the United States may
reduce or eliminate those taxes.

How the Funds are organized

IDS Life Investment  Series,  Inc.,  formerly known as IDS Life Capital Resource
Fund,  Inc., is a series mutual fund. It has three series of stock  representing
three separate,  diversified funds - Capital Resource,  International Equity and
Aggressive  Growth Funds. IDS Life Investment  Series,  Inc. was incorporated in
Nevada on April 27, 1981, but changed its state of incorporation to Minnesota on
June 13, 1986. IDS Life Special Income Fund,  Inc. and IDS Life  Moneyshare Fund
Inc. were originally incorporated in Nevada on April 27, 1981, but changed their
state of  incorporation  to Minnesota on June 13, 1986.  IDS Life Managed  Fund,
Inc. was incorporated in Minnesota on March 5, 1985.

Each Fund is an open-end  investment company or series of an open-end investment
company  registered  under the Investment  Company Act of 1940, as amended.  The
headquarters of the Funds is IDS Tower 10, Minneapolis, MN 55440-0010. The Funds
are part of the IDS MUTUAL FUND GROUP, a family of funds that began in 1940.

Shares

A fund is owned by the variable accounts, its shareholders. All shares issued by
each Fund are of the same class -- capital stock.  Par value is 1 cent per share
($.001 for Managed Fund). Both full and fractional shares can be issued.

Voting rights

For a discussion of the rights of annuity contract owners  concerning the voting
of shares held by the variable accounts, please see your annuity prospectus. All
shares  have  equal  voting  rights.   In  any  matter  requiring  the  vote  of
shareholders (the fund's management and fundamental policies),  IDS Life and its
affiliates  will ask for  instructions  from the person with voting rights.  The
number of votes you have is in  proportion  to the amount you have  allocated to
each variable account. Your instructions will be weighted in the same proportion
and IDS Life and its  affiliates  will vote them  that way.  We will vote  those
shares for which we do not receive  instructions,  and those shares for which we
have  voting  rights,  in the same  proportion  as the  shares for which we have
received instructions.


<PAGE>


Shareholder meetings

The Funds do not hold annual shareholder  meetings.  However,  the directors may
call meetings at their discretion, or on demand by holders of 10% or more of the
outstanding  shares, to elect or remove directors.  Meetings of the shareholders
also may be called on demand  by the  holders  of 3% or more of the  outstanding
shares of each Fund if no meeting has been held during the preceding 15 months.

Portfolio managers

Capital Resource Fund

   
Joe Barsky joined AEFC in 1979 and serves as senior portfolio manager. He served
as portfolio manager of IDS Equity Select Fund from 1983 to 1997. He also serves
as vice  president  and  senior  portfolio  manager of IDS  Equity  Advisors,  a
division of IDS Advisory Group, Inc.
    

Special Income Fund

Steve  Merrell  joined AEFC in 1988 as a  quantitative  investment  analyst.  He
became portfolio  manager of this Fund in January 1995. From 1990 to 1991, Steve
worked  for  JP  Morgan  Futures,   Inc.  marketing   futures-based   investment
strategies.  He rejoined AEFC in 1991 as a portfolio  manager.  He has served as
debt  securities  specialist  for the assets of Total Return  Portfolio  and its
predecessor fund since December 1995.

Managed Fund

Alfred A. Henderson joined AEFC in 1996 and serves as senior portfolio  manager.
From 1995-1996 he was a portfolio manager at Montgomery Asset  Management.  From
1992-1995 he was a senior portfolio manager at Husic Capital  Management.  Prior
to  that he was  vice  president  and  portfolio  manager  at  Alliance  Capital
Management Corporation.

Deb  Pederson  joined  AEFC in 1986 and  serves as  portfolio  manager.  She has
managed the fixed income  portfolio of this Fund since  January  1994.  She also
manages  the fixed  income  portfolio  of IDS Life Series  Fund,  Inc. - Managed
Portfolio  and the low grade  invested  assets of IDS Life,  IDS Life  Insurance
Company of New York and American Enterprise Life Insurance Company.

Moneyshare Fund

   
Terry Fettig joined AEFC in 1986. He serves as portfolio  manager for this Fund,
IDS Cash  Management  Fund,  IDS  Intermediate  Tax-Exempt  Fund, IDS Life Money
Market  Portfolio and IDS Tax-Free Money Fund.  From 1986 to 1992 he was a fixed
income  securities  analyst.  From  1992 to 1993 he was an  associate  portfolio
manager.
    

International Equity Fund

Peter Lamaison  joined AEFC in 1981 and serves as president and chief  executive
officer of IDS International,  Inc. and senior portfolio manager. He has managed
this Fund since 1992. He also serves as portfolio  manager of IDS  International
Fund.

       

<PAGE>


Aggressive Growth Fund

Marty  Hurwitz  joined  AEFC in 1987 and  serves as  portfolio  manager.  He was
appointed  to manage this Fund in January  1995.  He has managed IDS Life Series
Fund, Inc. - Equity  Portfolio since July 1993 and also manages accounts for IDS
Advisory Portfolio Management Group.

Directors and officers

   
Shareholders  elect a board who oversee the  operations  of the Funds and choose
its officers.  Its officers are  responsible for day-to-day  business  decisions
based on policies set by the board.  The board has named an executive  committee
that has authority to act on its behalf  between  meetings.  The directors  also
serve on the boards of all of the other funds in the IDS MUTUAL  FUND GROUP.  On
Aug. 31, 1997,  the Fund's  directors and officers did not own any shares of the
Funds.

Independent board Members and officers

Chairman of the Board

William R. Pearce*
Chairman  of the board,  Board  Services  Corporation  (provides  administrative
services to boards including the boards of the IDS and IDS Life funds and Master
Trust portfolios).
    

H. Brewster Atwater, Jr.
Former chairman and chief executive officer, General Mills, Inc.

Lynne V. Cheney
Distinguished fellow, American Enterprise Institute for Public Policy Research.

Robert F. Froehlke
Former president of all funds in the IDS MUTUAL FUND GROUP.

Heinz F. Hutter
Former president and chief operating officer, Cargill, Inc.

Anne P. Jones
Attorney and telecommunications consultant.

   
Alan K. Simpson
Former United States senator for Wyoming.
    

Edson W. Spencer
Former chairman and chief executive officer, Honeywell, Inc.

Wheelock Whitney
Chairman, Whitney Management Company.

C. Angus Wurtele
Chairman of the board, The Valspar Corporation.


<PAGE>



   
Officer

Vice President, general counsel and secretary

Leslie L. Ogg
President, treasurer and corporate secretary of Board Services Corporation.


Board members and officers associated with AEFC

President

John R. Thomas*
Senior vice president, AEFC.

David R. Hubers*
President and chief executive officer, AEFC.

James A. Mitchell*
Executive vice president, AEFC.


Officers associated with AEFC

Vice President

Peter J. Anderson*
Senior vice president, AEFC.

Treasurer

Melinda S. Urion*
Senior vice president and chief financial officer, AEFC.

  Refer to the SAI for the directors' and officers' biographies.

*Interested persons as defined by the Investment Company Act of 1940.

Investment manager
    

Each Fund pays IDS Life for  managing  its  portfolio  and  serving as  transfer
agent.

Under its Investment  Management Services  Agreement,  IDS Life determines which
securities will be purchased, held or sold (subject to the direction and control
of the Fund's board of directors).  Under the current  agreement,  the Funds pay
IDS Life a fee for these  services based on the average daily net assets of each
Fund, as follows:


<PAGE>


Capital Resource Fund

      Assets               Annual rate at
    (billions)            each asset level
     First $1                  0.630%
      Next $1                  0.615
      Next $1                  0.600
      Next $3                  0.585
      Over $6                  0.570

Special Income Fund

      Assets               Annual rate at
    (billions)            each asset level
     First $ 1                 0.610%
      Next $1                  0.595
      Next $1                  0.580
      Next $3                  0.565
      Next $3                  0.550
      Over $9                  0.535

Managed Fund

      Assets               Annual rate at
    (billions)            each asset level
    First $0.5                 0.630%
     Next $0.5                 0.615
     Next $ 1                  0.600
     Next $ 1                  0.585
     Next $ 3                  0.570
     Over $ 6                  0.550

Moneyshare Fund

      Assets               Annual rate at
    (billions)            each asset level
     First $ 1                 0.510%
     Next $0.5                 0.493
     Next $0.5                 0.475
     Next $0.5                 0.458
     Over $2.5                 0.440

International Equity Fund

      Assets               Annual rate at
    (billions)            each asset level
    First $0.25                0.870%
    Next $0.25                 0.855
    Next $0.25                 0.840
    Next $0.25                 0.825
     Next $ 1                  0.810
     Over $ 2                  0.795


<PAGE>


Aggressive Growth Fund

      Assets               Annual rate at
    (billions)            each asset level
    First $0.25                0.650%
    Next $0.25                 0.635
    Next $0.25                 0.620
    Next $0.25                 0.605
     Next $ 1                  0.590
     Over $ 2                  0.575

   
For the fiscal year ended Aug. 31, 1997,  Capital  Resource Fund paid IDS Life a
total  investment  management  fee of 0.60% of its  average  daily  net  assets.
Special Income Fund paid 0.60%,  Managed Fund paid 0.59%,  Moneyshare  Fund paid
0.51%,  International  Equity  Fund paid 0.83% and  Aggressive  Growth Fund paid
0.61%. Under this Agreement,  each Fund also pays taxes,  brokerage  commissions
and  nonadvisory  expenses.  Total fees and  expenses  for fiscal year 1997 were
0.67% for Capital  Resource  Fund,  0.68% for  Special  Income  Fund,  0.64% for
Managed Fund, 0.57% for Moneyshare Fund, 0.97% for International Equity Fund and
0.68% for Aggressive Growth Fund.
    

Administrative Services Agreement

Under  an   Administrative   Services   Agreement,   each  Fund  pays  AEFC  for
administration and accounting services as follows:

Capital Resource Fund

      Assets               Annual rate at
    (billions)            each asset level
     First $1                  0.050%
      Next $1                  0.045
      Next $1                  0.040
      Next $3                  0.035
      Over $6                  0.030

Special Income Fund

      Assets               Annual rate at
    (billions)            each asset level
     First $1                  0.050%
      Next $1                  0.045
      Next $1                  0.040
      Next $3                  0.035
      Next $3                  0.030
      Over $9                  0.025


<PAGE>


Managed Fund

      Assets               Annual rate at
    (billions)            each asset level
    First $0.5                 0.040
     Next $0.5                 0.035
     Next $ 1                  0.030
     Next $ 1                  0.025
     Next $ 3                  0.020
     Over $ 6                  0.020

Moneyshare Fund

      Assets               Annual rate at
    (billions)            each asset level
     First $ 1                 0.030%
     Next $0.5                 0.027
     Next $0.5                 0.025
     Next $0.5                 0.022
     Over $2.5                 0.020

International Equity Fund

      Assets               Annual rate at
    (billions)            each asset level
    First $0.25                0.060%
    Next $0.25                 0.055
    Next $0.25                 0.050
    Next $0.25                 0.045
     Next $ 1                  0.040
     Over $ 2                  0.035

Aggressive Growth Fund

      Assets               Annual rate at
    (billions)            each asset level
    First $0.25                0.060%
    Next $0.25                 0.055
    Next $0.25                 0.050
    Next $0.25                 0.045
     Next $ 1                  0.040
     Over $ 2                  0.035

Investment advisory agreements

IDS Life  and AEFC  have an  Investment  Advisory  Agreement  under  which  AEFC
executes  purchases and sales and negotiates  brokerage as directed by IDS Life.
For its services,  IDS Life pays AEFC a fee based on a percentage of each Fund's
average  daily  net  assets  for the  year.  This  fee is  equal  to  0.35%  for
International Equity Fund and 0.25% for each remaining fund.


<PAGE>


   
AEFC  has a  Sub-investment  Advisory  Agreement  with  American  Express  Asset
International Inc. (International), a wholly owned subsidiary of AEFC.
    

International's  principal  place  of  business  is  located  at IDS  Tower  10,
Minneapolis, MN 55440-0010,  while it also conducts investment advisory business
in London,  England.  International  has had assets under management since 1981.
International determines the securities that will be purchased, held or sold and
executes purchases and sales for International  Equity Fund as directed by AEFC.
For its  services,  AEFC pays  International  a fee equal on an annual  basis to
0.50% of International Equity Fund's average daily net assets.

About American Express Financial Corporation

General information

The AEFC family of companies  offers not only mutual  funds but also  insurance,
annuities,  investment  certificates  and a broad range of financial  management
services.

   
Besides  managing  investments for all publicly  offered funds in the IDS MUTUAL
FUND GROUP, AEFC also manages  investments for itself and its subsidiaries,  IDS
Certificate Company and IDS Life. Total assets under management on Aug. 31, 1997
were more than $165 billion.
    

IDS Life is a stock life insurance  company  organized in 1957 under the laws of
the State of Minnesota and located at IDS Tower 10, Minneapolis,  MN 55440-0010.
IDS Life  conducts a  conventional  life  insurance  business in the District of
Columbia and all states except New York.

Other AEFC subsidiaries  provide investment  management and related services for
pension, profit sharing,  employee savings and endowment funds of businesses and
institutions.

AEFC is  located at IDS Tower 10,  Minneapolis,  MN  55440-0010.  It 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. The Funds may pay brokerage  commissions to  broker-dealer  affiliates of
American Express and AEFC.

Retirement Annuity Mutual Funds
IDS Tower 10
Minneapolis, MN
55440-0010

Managed by IDS Life Insurance Company

<PAGE>







                                   STATEMENT OF ADDITIONAL INFORMATION

                                                   FOR

                           IDS Life Investment Series, Inc.
                                 IDS Life Capital Resource Fund
                                 IDS Life International Equity Fund
                                 IDS Life Aggressive Growth Fund
                                 IDS Life Growth Dimensions Fund
                           IDS Life Special Income Fund, Inc.
                                 IDS Life Special Income Fund
                                 IDS Life Global Yield Fund
                                 IDS Life Income Advantage Fund
                           IDS Life Moneyshare Fund, Inc.
                           IDS Life Managed Fund, Inc.

   
                                              Oct. 30, 1997
    


This Statement of Additional  Information (SAI), is not a prospectus.  It should
be read  together  with  the  Funds'  prospectus  and the  financial  statements
contained  in the  Funds'  Annual  Report  which,  if  not  included  with  your
prospectus, may be obtained without charge.

   
This SAI is dated Oct. 30, 1997, and it is to be used with the Funds' prospectus
dated Oct. 30, 1997. It is also to be used with the Funds' Annual Report for the
fiscal year ended Aug. 31, 1997.



IDS Life Insurance Company
IDS Tower 10
Minneapolis, MN  55440-0010
[(612) 671-3733]
[(800) 437-0602]
[(800) 422-3542]
[(800) 333-3437]
    



<PAGE>


                                            TABLE OF CONTENTS

Goals and Investment Policies                                 See Prospectus

Additional Investment Policies                                          p. 4

Portfolio Transactions                                                 p. 27

Brokerage Commissions Paid to Brokers
Affiliated with IDS Life                                               p. 31

Performance Information                                                p. 32

Valuing Each Fund's Shares                                             p. 35

Investing in the Funds                                                 p. 38

Redeeming Shares                                                       p. 38

Capital Loss Carryover                                                 p. 39

Taxes                                                                  p. 39

Agreements with IDS Life and American Express Financial
Corporation                                                            p. 39

Directors and Officers                                                 p. 47

Custodian                                                              p. 54

Independent Auditors                                                   p. 54

Financial Statements                             See Annual Report and p. 54

Prospectus                                                             p. 54

Appendix A:       Description of Corporate Bond Ratings and
                  Additional Information on Investment Policies
                  for Investments of Capital Resource, Special
                  Income, Global Yield and Income Advantage
                  Funds                                                p. 55

Appendix B:       Foreign Currency Transactions for Investments
                  of all funds except Moneyshare                       p. 57

Appendix C:       Description of Money Market Securities               p. 61

Appendix D:       Options and Stock Index Futures Contracts for
                  Investments of Capital Resource, International
                  Equity, Aggressive Growth, Managed, Growth
                  Dimensions and Global Yield Funds                    p. 63



<PAGE>


Appendix E:       Options and Interest Rate Futures Contracts
                  for Investments of Special Income, Managed,
                  Global Yield and Income Advantage Funds              p. 69

Appendix F:       Mortgage-backed securities and Additional
                  Information on Investment Policies for all
                  Funds except Moneyshare.                             p. 74

Appendix G:       Dollar-Cost Averaging                                p. 77


<PAGE>


ADDITIONAL INVESTMENT POLICIES

In addition to the investment  goals and policies  presented in the  prospectus,
each Fund has the investment policies stated below.

Unless the  holders of a majority of the  outstanding  shares (as defined in the
section entitled "Voting rights" of the prospectus) of Capital Resource agree to
a change, Capital Resource will not:

'Invest more than 5% of its total assets,  at market value, 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.  Up to 25% of the  Fund's  total  assets may be
invested without regard to this 5% limitation.

'Purchase  securities  of an issuer if the  directors  and officers of the Fund,
American Express  Financial  Corporation  (AEFC) and IDS Life Insurance  Company
(IDS  Life)  hold more than a certain  percentage  of the  issuer's  outstanding
securities.  If the holdings of all officers and directors of the Fund, AEFC and
IDS Life who own more than 0.5% of an issuer's  securities  are added  together,
and if in total they own more than 5%, the Fund will not purchase  securities of
that issuer.

'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
the Fund's total assets  (including  borrowings)  less  liabilities  (other than
borrowings)  immediately  after  the  borrowing.  The  Fund  will  not  purchase
additional  portfolio  securities at any time  borrowing for temporary  purposes
exceeds 5%. The Fund has not  borrowed in the past and has no present  intention
to borrow.

   
'Lend portfolio  securities in excess of 30% of the Fund's net assets, at market
value.  The current  policy of the Fund's  board of  directors  is to make these
loans, either long- or short-term, to broker-dealers.  In making such loans, the
fund 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 of directors. If the market price of the loaned securities
goes up, the Fund 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. A loan will not be made  unless the  opportunity  for
additional  income  outweighs the risks.  During the existence of the loan,  the
Fund receives cash  payments  equivalent to all interest or other  distributions
paid on the loaned securities.
    

'Act  as an  underwriter  (sell  securities  for  others).  However,  under  the
securities  laws, the Fund may be deemed to be an underwriter  when it purchases
securities directly from the issuer and later resells them. It may be considered
an underwriter under securities laws when it sells restricted securities.

'Concentrate in any one industry. According to the present interpretation by the
Securities  and  Exchange  Commission  (SEC),  this  means no more than 25% of a
Fund'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.


<PAGE>


'Buy or sell physical  commodities  unless  acquired as a result of ownership of
securities  or other  instruments,  except  this shall not prevent the Fund 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.

'Buy or sell real estate, unless acquired as a result of ownership of securities
or other  instruments,  except this shall not prevent the Fund from investing in
securities or other instruments backed by real estate or securities of companies
engaged in the real estate business.

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

Unless changed by the board of directors, Capital Resource will not:

   
'Buy on margin or sell short, except the Fund may enter into stock index futures
contracts.
    

'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 total assets in securities of investment companies.

   
'Invest more than 5% of its net assets in warrants.
    

'Invest  more than 10% of the  Fund's 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 investment manager, under
guidelines  established  by the board of  directors,  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 investment manager,  under guidelines established by the board of directors,
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.

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  The Fund may purchase  short-term  U.S.  and  Canadian  government
securities.  The Fund may purchase  short-term  corporate  notes and obligations
rated in the top two  classifications by Moody's and S&P or the equivalent.  The
Fund may invest in bank obligations including negotiable certificates of deposit
(CDs),  non-negotiable fixed-time deposits,  bankers' acceptances and letters of
credit of banks or savings and loan

<PAGE>


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 that Fund's limitations on foreign investments.  The Fund may
use repurchase  agreements with  broker-dealers  registered under the Securities
Exchange  Act of 1934 and with  commercial  U.S.  banks.  A risk of a repurchase
agreement is that if the seller seeks the protection of the bankruptcy laws, the
Fund's ability to liquidate the security involved could be impaired.

The Fund may make contracts to purchase securities for a fixed price at a future
date  beyond  normal   settlement  time   (when-issued   securities  or  forward
commitments).  A Fund does not pay for the  securities  or receive  dividends or
interest on them until the  contractual  settlement  date. The Fund's  custodian
will  maintain,  in  a  segregated  account,  cash  or  liquid  high-grade  debt
securities  that are marked to market  daily and are at least  equal in value to
the Fund's  commitments to purchase the  securities.  When-issued  securities or
forward  commitments are subject to market  fluctuations and they may affect the
fund's total assets the same as owned securities.

Unless the  holders of a majority of the  outstanding  shares (as defined in the
section  entitled  "Voting  rights" of the prospectus) of  International  Equity
agree to a change, International Equity will not:

'Invest more than 5% of its total assets,  at market value, 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.  Up to 25% of the  Fund's  total  assets may be
invested without regard to this 5% limitation.

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

'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
the Fund's total assets  (including  borrowings)  less  liabilities  (other than
borrowings)  immediately  after  the  borrowing.  The  Fund  will  not  purchase
additional  portfolio  securities at any time  borrowing for temporary  purposes
exceeds 5%. The Fund has not  borrowed in the past and has no present  intention
to borrow.

   
'Lend portfolio  securities in excess of 30% of the Fund's net assets, at market
value.  The current  policy of the Fund's  board of  directors  is to make these
loans, either long- or short-term, to broker-dealers.  In making such loans, the
Fund 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 of directors. If the market price of the loaned securities
goes up, the Fund 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. A loan will not be made unless the
    

<PAGE>


opportunity for additional  income outweighs the risks.  During the existence of
the loan,  the Fund receives  cash payments  equivalent to all interest or other
distributions paid on the loaned securities.

'Act  as an  underwriter  (sell  securities  for  others).  However,  under  the
securities  laws, the Fund may be deemed to be an underwriter  when it purchases
securities directly from the issuer and later resells them. It may be considered
an underwriter under securities laws when it sells restricted securities.

'Concentrate in any one industry. According to the present interpretation by the
SEC,  this  means no more than 25% of a Fund'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.

'Buy or sell physical  commodities  unless  acquired as a result of ownership of
securities  or other  instruments,  except  this shall not prevent the Fund 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 cash loans if the total  commitment  amount exceeds 5% of the Fund's total
assets.

'Buy or sell real estate, unless acquired as a result of ownership of securities
or other  instruments,  except this shall not prevent the Fund from investing in
securities or other instruments backed by real estate or securities of companies
engaged in the real estate business.

'Make a loan of any part of its assets to AEFC, to its directors and officers or
to its own directors and officers.

'Issue  senior  securities,  except to the extent  that  borrowing  from  banks,
lending its  securities,  or entering into  repurchase  agreements or options or
futures contracts may be deemed to constitute issuing a senior security.

Unless changed by the board of directors, International Equity will not:

   
'Buy on margin or sell short, except the Fund may enter into stock index futures
contracts.
    

'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 5% of its net assets in  securities  of  domestic  or foreign
companies,  including  any  predecessors,  that have a record of less than three
years continuous operations.

   
'Pledge or mortgage its assets beyond 15% of total assets. If the Fund 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 net assets in warrants.
    


<PAGE>


'Invest in  securities of  investment  companies  except by purchase in the open
market where the dealer's or sponsor's profit is the regular commission.  If any
such  investment  is ever made,  not more than 10% of the Fund's net assets,  at
market, will be so invested.

To the extent the Fund were to make such  investments,  the  shareholders may be
subject to duplicate advisory, administrative and distribution fees.

'Invest  more than 10% of the  Fund's 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 investment manager, under
guidelines  established  by the board of  directors,  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 investment manager,  under guidelines established by the board of directors,
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.

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  On a day-to-day basis, the Fund also may maintain a portion of its
assets in currencies of countries  other than the United States,  Canada and the
United Kingdom. As a temporary  investment,  during periods of weak or declining
market values for the  securities the Fund invests in, any portion of its assets
may be  converted  to  cash  (in  foreign  currencies  or  U.S.  dollars)  or to
short-term debt securities.  The Fund may purchase  short-term U.S. and Canadian
government securities. The Fund may invest in short-term obligations of the U.S.
government  (and its  agencies  and  instrumentalities)  and of the Canadian and
United Kingdom governments. The Fund may purchase short-term corporate notes and
obligations  rated  in the top two  classifications  by  Moody's  and S&P or the
equivalent.  The Fund also may purchase high grade notes and obligations of U.S.
banks  (including  their branches  located outside of the United States and U.S.
branches of foreign banks).  The Fund may invest in bank  obligations  including
negotiable  certificates of deposit (CDs),  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 that Fund's limitations on foreign investments.  The Fund may
use repurchase  agreements with  broker-dealers  registered under the Securities
Exchange  Act of 1934 and with  commercial  U.S.  banks.  A risk of a repurchase
agreement is that if the seller seeks the protection of the bankruptcy laws, the
Fund's ability to liquidate the security involved could be impaired.


<PAGE>


The Fund may make contracts to purchase securities for a fixed price at a future
date  beyond  normal   settlement  time   (when-issued   securities  or  forward
commitments).  A Fund does not pay for the  securities  or receive  dividends or
interest on them until the  contractual  settlement  date. The Fund's  custodian
will  maintain,  in  a  segregated  account,  cash  or  liquid  high-grade  debt
securities  that are marked to market  daily and are at least  equal in value to
the Fund's  commitments to purchase the  securities.  When-issued  securities or
forward  commitments are subject to market  fluctuations and they may affect the
Fund's total assets the same as owned securities.

Unless the  holders of a majority of the  outstanding  shares (as defined in the
section entitled  "Voting rights" of the prospectus) of Aggressive  Growth agree
to a change, Aggressive Growth will not:

'Invest more than 5% of its total assets,  at market value, 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.  Up to 25% of the  Fund's  total  assets may be
invested without regard to this 5% limitation.

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

'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
the Fund's total assets  (including  borrowings)  less  liabilities  (other than
borrowings)  immediately  after  the  borrowing.  The  Fund  will  not  purchase
additional  portfolio  securities at any time  borrowing for temporary  purposes
exceeds 5%. The Fund has not  borrowed in the past and has no present  intention
to borrow.

   
'Lend portfolio  securities in excess of 30% of the Fund's net assets, at market
value.  The current  policy of the Fund's  board of  directors  is to make these
loans, either long- or short-term, to broker-dealers.  In making such loans, the
Fund 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 of directors. If the market price of the loaned securities
goes up, the Fund 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. A loan will not be made  unless the  opportunity  for
additional  income  outweighs the risks.  During the existence of the loan,  the
Fund receives cash  payments  equivalent to all interest or other  distributions
paid on the loaned securities.
    

'Act  as an  underwriter  (sell  securities  for  others).  However,  under  the
securities  laws, the Fund may be deemed to be an underwriter  when it purchases
securities directly from the issuer and later resells them. It may be considered
an underwriter under securities laws when it sells restricted securities.


<PAGE>


'Concentrate in any one industry. According to the present interpretation by the
SEC,  this  means no more than 25% of a Fund'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.

'Buy or sell physical  commodities  unless  acquired as a result of ownership of
securities  or other  instruments,  except  this shall not prevent the Fund 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 cash loans if the total  commitment  amount exceeds 5% of the Fund's total
assets.

'Buy or sell real estate, unless acquired as a result of ownership of securities
or other  instruments,  except this shall not prevent the Fund from investing in
securities or other instruments backed by real estate or securities of companies
engaged in the real estate business.

'Make a loan of any part of its assets to AEFC, to its directors and officers or
to its own directors and officers.

Unless changed by the board of directors, Aggressive Growth will not:

   
'Buy on margin or sell short, except the Fund may enter into stock index futures
contracts.
    

'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 total assets in securities of investment companies.

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

   
'Pledge or mortgage its assets beyond 15% of total assets. If the Fund 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 net assets in warrants.
    

'Invest  more than 10% of the  Fund's 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

<PAGE>


and  instrumentalities,  the investment manager, under guidelines established by
the board of  directors,  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 investment manager,  under guidelines established by the board of directors,
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.

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  The Fund may purchase  short-term  U.S.  and  Canadian  government
securities.  The Fund may purchase  short-term  corporate  notes and obligations
rated in the top two  classifications by Moody's and S&P or the equivalent.  The
Fund may invest in bank obligations including negotiable certificates of deposit
(CDs),  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 that Fund's
limitations on foreign investments.  The Fund may use repurchase agreements with
broker-dealers  registered  under the  Securities  Exchange Act of 1934 and with
commercial  U.S.  banks. A risk of a repurchase  agreement is that if the seller
seeks the protection of the bankruptcy laws, the Fund's ability to liquidate the
security involved could be impaired.

The Fund may make contracts to purchase securities for a fixed price at a future
date  beyond  normal   settlement  time   (when-issued   securities  or  forward
commitments).  A Fund does not pay for the  securities  or receive  dividends or
interest on them until the  contractual  settlement  date. The Fund's  custodian
will  maintain,  in  a  segregated  account,  cash  or  liquid  high-grade  debt
securities  that are marked to market  daily and are at least  equal in value to
the Fund's  commitments to purchase the  securities.  When-issued  securities or
forward  commitments are subject to market  fluctuations and they may affect the
Fund's total assets the same as owned securities.

Unless the  holders of a majority of the  outstanding  shares (as defined in the
section entitled "Voting rights" of the prospectus) of Special Income agree to a
change, Special Income will not:

'Invest more than 5% of its total assets,  at market value, 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.  Up to 25% of the  Fund's  total  assets may be
invested without regard to this 5% limitation.

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


<PAGE>


'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
the Fund's total assets  (including  borrowings)  less  liabilities  (other than
borrowings)  immediately  after  the  borrowing.  The  Fund  will  not  purchase
additional  portfolio  securities at any time  borrowing for temporary  purposes
exceeds 5%. The Fund has not  borrowed in the past and has no present  intention
to borrow.

   
'Lend portfolio  securities in excess of 30% of the Fund's net assets, at market
value.  The current  policy of the Fund's  board of  directors  is to make these
loans, either long- or short-term, to broker-dealers.  In making such loans, the
Fund 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 of directors. If the market price of the loaned securities
goes up, the Fund 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. A loan will not be made  unless the  opportunity  for
additional  income  outweighs the risks.  During the existence of the loan,  the
Fund receives cash  payments  equivalent to all interest or other  distributions
paid on the loaned securities.
    

'Act  as an  underwriter  (sell  securities  for  others).  However,  under  the
securities  laws, the Fund may be deemed to be an underwriter  when it purchases
securities directly from the issuer and later resells them. It may be considered
an underwriter under securities laws when it sells restricted securities.

'Concentrate in any one industry. According to the present interpretation by the
SEC,  this  means no more than 25% of a Fund'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.

'Buy or sell physical  commodities  unless  acquired as a result of ownership of
securities  or other  instruments,  except  this shall not prevent the Fund 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.

'Buy or sell real estate, unless acquired as a result of ownership of securities
or other  instruments,  except this shall not prevent the Fund from investing in
securities or other instruments backed by real estate or securities of companies
engaged in the real estate business.

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

Unless changed by the board of directors, Special Income will not:

   
'Buy on margin or sell  short,  except  the Fund may enter  into  interest  rate
futures contracts.
    

'Invest in a company to control or manage it.

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



<PAGE>


'Invest more than 10% of its total assets in securities of investment companies.

   
'Invest more than 5% of its net assets in warrants.
    

'Invest  more than 10% of the  Fund's 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,  loans and loan  participations,  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 investment manager, under
guidelines  established  by the board of  directors,  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 investment manager,  under guidelines established by the board of directors,
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.

Loans, loan participations and interests in securitized loan pools are interests
in amounts owed by a corporate,  governmental  or other  borrower to a lender or
consortium of lenders (typically banks,  insurance companies,  investment banks,
government agencies or international agencies).  Loans involve a risk of loss if
the borrower  defaults or becomes  insolvent and may offer less legal protection
to the  fund in the  event  of fraud or  misrepresentation.  In  addition,  loan
participations  involve a risk of  insolvency  of the lender or other  financial
intermediary.

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  The Fund may purchase  short-term  U.S.  and  Canadian  government
securities.  The Fund may purchase  short-term  corporate  notes and obligations
rated in the top two  classifications by Moody's and S&P or the equivalent.  The
Fund may invest in bank obligations including negotiable certificates of deposit
(CDs),  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 that Fund's
limitations on foreign investments.  The Fund may use repurchase agreements with
broker-dealers  registered  under the  Securities  Exchange Act of 1934 and with
commercial  U.S.  banks. A risk of a repurchase  agreement is that if the seller
seeks the protection of the bankruptcy laws, the Fund's ability to liquidate the
security involved could be impaired.



<PAGE>


The Fund may make contracts to purchase securities for a fixed price at a future
date  beyond  normal   settlement  time   (when-issued   securities  or  forward
commitments).  A Fund does not pay for the  securities  or receive  dividends or
interest on them until the  contractual  settlement  date. The Fund's  custodian
will  maintain,  in  a  segregated  account,  cash  or  liquid  high-grade  debt
securities  that are marked to market  daily and are at least  equal in value to
the fund's  commitments to purchase the  securities.  When-issued  securities or
forward  commitments are subject to market  fluctuations and they may affect the
fund's total assets the same as owned securities.

Unless the  holders of a majority of the  outstanding  shares (as defined in the
section  entitled  "Voting rights" of the  prospectus) of Moneyshare  agree to a
change, Moneyshare will not:

'Invest more than 5% of its total assets,  at market value, 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.

'Buy on margin or sell short.

'Invest in a company to control or manage it.

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

'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
the fund's total assets  (including  borrowings)  less  liabilities  (other than
borrowings)  immediately  after  the  borrowing.  The  Fund  will  not  purchase
additional  portfolio  securities at any time  borrowing for temporary  purposes
exceeds 5%. The Fund has not  borrowed in the past and has no present  intention
to borrow.

   
'Lend portfolio  securities in excess of 30% of the Fund's net assets, at market
value.  The current  policy of the Fund's  board of  directors  is to make these
loans, either long- or short-term, to broker-dealers.  In making such loans, the
Fund 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 of directors. If the market price of the loaned securities
goes up, the Fund 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. A loan will not be made  unless the  opportunity  for
additional  income  outweighs the risks.  During the existence of the loan,  the
Fund receives cash  payments  equivalent to all interest or other  distributions
paid on the loaned securities.
    

'Act  as an  underwriter  (sell  securities  for  others).  However,  under  the
securities  laws, the Fund may be deemed to be an underwriter  when it purchases
securities directly from the issuer and later resells them. It may be considered
an underwriter under securities laws when it sells restricted securities.



<PAGE>


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

'Purchase common stocks,  preferred stocks,  warrants,  other equity securities,
corporate  bonds or  debentures,  state bonds,  municipal  bonds,  or industrial
revenue  bonds.  'Make  cash  loans.  However,  the Fund  does  make  short-term
investments  which it may have an agreement  with the seller to  reacquire  (See
Appendix C).

'Invest in an investment  company  beyond 5% of its total assets taken at market
and then only on the open  market  where the  dealer's  or  sponsor's  profit is
limited to the regular commission. However, the Fund will not purchase or retain
the securities of other open-end investment companies.

'Buy or sell real estate, commodities or commodity contracts.

'Intentionally  invest more than 25% of the Fund's  assets taken at market value
in any particular industry,  except with respect to investing in U.S. government
or agency securities and bank  obligations.  Investments are varied according to
what is judged advantageous under different economic conditions.

Unless changed by the board of directors, Moneyshare will not:

'Invest  in  securities  that  are  not  readily  marketable   (whether  or  not
registration  or the filing of a notification  under the Securities Act of 1933,
or the taking of similar action under other securities laws relating to the sale
of securities is required).

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  The Fund may purchase  short-term  U.S.  and  Canadian  government
securities.  The Fund may purchase  short-term  corporate  notes and obligations
rated in the top two  classifications by Moody's and S&P or the equivalent.  The
fund may invest in bank obligations including negotiable certificates of deposit
(CDs),  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 that Fund's
limitations on foreign investments.  The Fund may use repurchase agreements with
broker-dealers  registered  under the  Securities  Exchange Act of 1934 and with
commercial  U.S.  banks. A risk of a repurchase  agreement is that if the seller
seeks the protection of the bankruptcy laws, the Fund's ability to liquidate the
security  involved  could be impaired.  The  security  acquired by the Fund in a
repurchase  agreement can be any security the Fund can purchase  directly and it
may have a maturity of more than 13 months.

The Fund may invest in commercial  paper rated in the highest rating category by
at least two nationally recognized  statistical rating organizations (or by one,
if only one rating is assigned) and in unrated paper  determined by the board of
directors to be of comparable quality.  The Fund also may invest up to 5% of its
assets in commercial  paper  receiving the second  highest  rating or in unrated
paper determined to be of comparable quality.



<PAGE>


Unless the  holders of a majority of the  outstanding  shares (as defined in the
section  entitled  "Voting  rights" of the  prospectus)  of  Managed  agree to a
change, Managed will not:

'Invest more than 5% of its total assets,  at market value, 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.  Up to 25% of the  Fund's  total  assets may be
invested without regard to this 5% limitation.

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

'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
the Fund's total assets  (including  borrowings)  less  liabilities  (other than
borrowings)  immediately  after  the  borrowing.  The  Fund  will  not  purchase
additional  portfolio  securities at any time  borrowing for temporary  purposes
exceeds 5%. The Fund has not  borrowed in the past and has no present  intention
to borrow.

   
'Lend portfolio  securities in excess of 30% of the Fund's net assets, at market
value.  The current  policy of the Fund's  board of  directors  is to make these
loans, either long- or short-term, to broker-dealers.  In making such loans, the
Fund 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 of directors. If the market price of the loaned securities
goes up, the Fund 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. A loan will not be made  unless the  opportunity  for
additional  income  outweighs the risks.  During the existence of the loan,  the
Fund receives cash  payments  equivalent to all interest or other  distributions
paid on the loaned securities.
    

'Act  as an  underwriter  (sell  securities  for  others).  However,  under  the
securities  laws, the Fund may be deemed to be an underwriter  when it purchases
securities directly from the issuer and later resells them. It may be considered
an underwriter under securities laws when it sells restricted securities.

'Concentrate in any one industry. According to the present interpretation by the
SEC,  this  means no more than 25% of a Fund'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.

'Buy or sell physical  commodities  unless  acquired as a result of ownership of
securities  or other  instruments,  except  this shall not prevent the Fund 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.



<PAGE>


'Buy or sell real estate, unless acquired as a result of ownership of securities
or other  instruments,  except this shall not prevent the Fund from investing in
securities or other instruments backed by real estate or securities of companies
engaged in the real estate business.

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

'Make a loan of any part of its assets to AEFC, to its directors and officers or
to its own directors and officers.

'Issue  senior  securities,  except to the extent  that  borrowing  from  banks,
lending its  securities,  or entering into  repurchase  agreements or options or
futures contracts may be deemed to constitute issuing a senior security.

Unless changed by the board of directors, Managed will not:

'Buy on margin or sell short,  except it may enter into stock index  futures and
interest rate futures contracts.

'Invest in a company to control or manage it.

'Invest more than 10% of its total assets in securities of investment companies.

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

'Pledge or mortgage its assets beyond 15% of total assets. If the Fund 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 net assets in warrants.
    

'Invest in a company if its  investments  would result in the total  holdings of
all the  funds in the IDS  MUTUAL  FUND  GROUP  being in  excess  of 15% of that
company's issued shares.

'Invest  more than 10% of the  Fund's 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,  loans and loan  participations,  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 investment manager, under
guidelines  established  by the board of  directors,  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.


<PAGE>


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 investment manager,  under guidelines established by the board of directors,
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.

Loans, loan participations and interests in securitized loan pools are interests
in amounts owed by a corporate,  governmental  or other  borrower to a lender or
consortium of lenders (typically banks,  insurance companies,  investment banks,
government agencies or international agencies).  Loans involve a risk of loss if
the borrower  defaults or becomes  insolvent and may offer less legal protection
to the  fund in the  event  of fraud or  misrepresentation.  In  addition,  loan
participations  involve a risk of  insolvency  of the lender or other  financial
intermediary.

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  The Fund may purchase  short-term  U.S.  and  Canadian  government
securities.  The Fund may purchase  short-term  corporate  notes and obligations
rated in the top two  classifications by Moody's and S&P or the equivalent.  The
Fund may invest in bank obligations including negotiable certificates of deposit
(CDs),  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 that Fund's
limitations on foreign investments.  The Fund may use repurchase agreements with
broker-dealers  registered  under the  Securities  Exchange Act of 1934 and with
commercial  U.S.  banks. A risk of a repurchase  agreement is that if the seller
seeks the protection of the bankruptcy laws, the Fund's ability to liquidate the
security involved could be impaired.

The Fund may make contracts to purchase securities for a fixed price at a future
date  beyond  normal   settlement  time   (when-issued   securities  or  forward
commitments).  A Fund does not pay for the  securities  or receive  dividends or
interest on them until the  contractual  settlement  date. The Fund's  custodian
will  maintain,  in  a  segregated  account,  cash  or  liquid  high-grade  debt
securities  that are marked to market  daily and are at least  equal in value to
the Fund's  commitments to purchase the  securities.  When-issued  securities or
forward  commitments are subject to market  fluctuations and they may affect the
Fund's total assets the same as owned securities.

Unless the  holders of a majority of the  outstanding  shares (as defined in the
section entitled  "Voting rights" of the prospectus) of Growth  Dimensions agree
to a change, Growth Dimensions will not:

'Act  as an  underwriter  (sell  securities  for  others).  However,  under  the
securities  laws, the Fund may be deemed to be an underwriter  when it purchases
securities directly from the issuer and later resells them. It may be considered
an underwriter under securities laws when it sells restricted securities.


<PAGE>

'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 Fund has no present intention to borrow.

'Make cash loans if the total  commitment  amount exceeds 5% of the Fund'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
Fund'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.

'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 Fund's total assets may
be invested without regard to this 5% limitation.

'Buy or sell real estate, unless acquired as a result of ownership of securities
or other  instruments,  except this shall not prevent the Fund 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.

'Buy or sell physical  commodities  unless  acquired as a result of ownership of
securities  or other  instruments,  except  this shall not prevent the Fund 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 AEFC, to the directors and officers of
AEFC or to its own directors and officers.

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

   
'Lend  portfolio  securities  in excess of 30% of its net  assets.  The  current
policy of the Fund's board is to make these loans,  either long- or  short-term,
to  broker-dealers.  In making such loans, the Fund 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 Fund 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 Fund receives cash payments equivalent to all interest or other
distributions paid on the loaned securities.  A loan will not be made unless the
investment  manager believes the opportunity for additional income outweighs the
risks.
    



<PAGE>


Unless changed by the board of directors, Growth Dimensions, will not:

   
'Buy on  margin  or sell  short,  but the  Fund  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 Fund were ever
to do so,  valuation of the pledged or mortgaged assets would be based on market
values.  For the  purpose 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 assets in securities of 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 5% of its net assets in warrants.
    

'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 investment manager, 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 investment manager, 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.

The Fund 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 Fund does not intend to commit
more than 5% of its total assets to these  practices.  The Fund does not pay for
the  securities or receive  dividends or interest on them until the  contractual
settlement  date. The Fund's custodian will maintain,  in a segregated  account,
cash or liquid  high-grade  debt  securities that are marked to market daily and
are at  least  equal  in  value  to  the  Fund's  commitments  to  purchase  the
securities.  When-issued securities or forward commitments are subject to market
fluctuations  and they may  affect  the  Fund's  total  assets the same as owned
securities.



<PAGE>


The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  The  cash-equivalent  investments  the fund 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 Fund 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 Fund's ability to liquidate the security  involved could be
impaired.

Notwithstanding any of the Fund's other investment policies, the Fund may invest
its assets in an open-end management investment company having substantially the
same  investment  objectives,  policies  and  restrictions  as the  Fund for the
purpose of having those assets managed as part of a combined pool.

Unless a holder of a  majority  of the  outstanding  shares  (as  defined in the
section  entitled  "Voting  rights" of the  prospectus) of Global Yield agree to
change, Global Yield will not:

'Act  as an  underwriter  (sell  securities  for  others).  However,  under  the
securities  laws, the Fund may be deemed to be an underwriter  when it purchases
securities directly from the issuer and later resells them. It may be considered
an underwriter under securities laws when it sells restricted securities.

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

'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 Fund has no present intention to borrow.

'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
Fund'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.

'Buy or sell real estate, unless acquired as a result of ownership of securities
or other  instruments,  except this shall not prevent the Fund 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>


'Buy or sell physical  commodities  unless  acquired as a result of ownership of
securities  or other  instruments,  except  this shall not prevent the Fund 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
(AEFC),  to the  directors  and  officers  of AEFC or to its own  directors  and
officers.

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

'Lend  portfolio  securities  in excess of 30% of its net  assets.  The  current
policy of the Fund's board is to make these loans,  either long- or  short-term,
to  broker-dealers.  In making such loans, the Fund 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 Fund 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 Fund receives cash payments equivalent to all interest or other
distributions paid on the loaned securities.  A loan will not be made unless the
investment  manager believes the opportunity for additional income outweighs the
risks.

'Issue senior  securities,  except to the extent that  borrowing  from banks and
using  options,  foreign  currency  forward  contracts or future  contracts  (as
discussed  elsewhere  in  the  Fund's  prospectus  and  SAI)  may be  deemed  to
constitute issuing a senior security.

Unless changed by the board of directors, Global Yield, will not:

   
'Buy on  margin  or sell  short,  but the  Fund  may  make  margin  payments  in
connection with transactions in futures contracts.

'Pledge or mortgage its assets beyond 15% of total assets. If the Fund 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 domestic or foreign
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.

'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 5% of its net assets in warrants.
    



<PAGE>


   
'Invest  more than 10% of the  Fund's 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,  loans and loan  participations,  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 investment manager, 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 investment manager, 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.

Loans, loan participations and interests in securitized loan pools are interests
in amounts owed by a corporate,  governmental  or other  borrower to a lender or
consortium of lenders (typically banks,  insurance companies,  investment banks,
government agencies or international agencies).  Loans involve a risk of loss in
case of  default  or  insolvency  of the  borrower  and  may  offer  less  legal
protection to the Fund in the event of fraud or misrepresentation.  In addition,
loan  participations  involve  a risk  of  insolvency  of the  lender  or  other
financial intermediary.

The Fund 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 Fund does not intend to commit
more than 5% of its total assets to these  practices.  The Fund does not pay for
the  securities or receive  dividends or interest on them until the  contractual
settlement  date. The Fund's custodian will maintain,  in a segregated  account,
cash or liquid  high-grade  debt  securities that are marked to market daily and
are at  least  equal  in  value  to  the  Fund's  commitments  to  purchase  the
securities.  When-issued securities or forward commitments are subject to market
fluctuations  and they may  affect  the  Fund's  total  assets the same as owned
securities.

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  The  cash-equivalent  investments  the Fund 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.  The Fund also may
purchase  short-term 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) of U.S. and foreign banks and  corporations 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

<PAGE>


that if the seller  seeks the  protection  of the  bankruptcy  laws,  the Fund's
ability to liquidate  the security  involved  could be impaired.  As a temporary
investment, during periods of weak or declining market values for the securities
in which the Fund  invests,  any portion of its assets may be  converted to cash
(in  foreign  currencies  or U.S.  dollars) or to the kinds of  short-term  debt
securities discussed in this paragraph.

Unless the  holders of a majority of the  outstanding  shares (as defined in the
section entitled "Voting rights" of the prospectus) of Income Advantage agree to
change, Income Advantage will not:

'Act  as an  underwriter  (sell  securities  for  others).  However,  under  the
securities  laws, the Fund may be deemed to be an underwriter  when it purchases
securities directly from the issuer and later resells them. It may be considered
an underwriter under securities laws when it sells restricted securities.

'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 Fund has no present intention to borrow.

'Make cash loans if the total  commitment  amount exceeds 5% of the Fund'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 Fund's total assets may
be invested without regard to this 5% limitation.

'Buy or sell real estate, unless acquired as a result of ownership of securities
or other  instruments,  except this shall not prevent the Fund 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.

'Buy or sell physical  commodities  unless  acquired as a result of ownership of
securities  or other  instruments,  except  this shall not prevent the Fund 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.

'Lend  portfolio  securities  in excess of 30% of its net  assets.  The  current
policy of the Fund's  board of directors  (the  "board") is to make these loans,
either long- or short-term,  to  broker-dealers.  In making such loans, the Fund
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 Fund 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  Fund  receives  cash  payments
equivalent to all interest or other distributions paid on the loaned securities.
A loan will not be made unless the investment  manager  believes the opportunity
for additional income outweighs the risks.



<PAGE>


'Issue  senior  securities,  except  this  restriction  shall  not be  deemed to
prohibit the Fund from borrowing from banks, using options or futures contracts,
lending its securities or entering into repurchase agreements.

'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
Fund's total assets, based on current market value at the time of purchase,  can
be invested in any one industry.

Unless changed by the board of directors, Income Advantage, will not:

   
'Pledge or mortgage its assets beyond 15% of total assets. If the Fund 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 10% of its total assets in securities of investment companies.

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

'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 in a company to control or manage it.

   
'Buy on margin or sell  short,  except  the Fund may enter  into  interest  rate
future contracts.
    

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

   
'Invest more than 5% of its net assets in warrants.

'Invest  more than 10% of the  Fund's 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,  loans and loan  participation,  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 investment manager, 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 investment manager,  under guidelines established by the board of directors,
will evaluate relevant factors such

<PAGE>


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.

Loans, loan  participation and interests in securitized loan pools are interests
in amounts owed by a corporate,  governmental  or other  borrower to a lender or
consortium of lenders (typically banks,  insurance companies,  investment banks,
government agencies or international agencies).  Loans involve a risk of loss in
case of  default  or  insolvency  of the  borrower  and  may  offer  less  legal
protection to the Fund in the event of fraud or misrepresentation.  In addition,
loan participation involve a risk of insolvency of the lender or other financial
intermediary.

The Fund 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 Fund does not intend to commit
more than 5% of its total assets to these  practices.  The Fund does not pay for
the  securities or receive  dividends or interest on them until the  contractual
settlement  date. The Fund's custodian will maintain,  in a segregated  account,
cash or liquid  high-grade  debt  securities that are marked to market daily and
are at  least  equal  in  value  to  the  Fund's  commitments  to  purchase  the
securities.  When-issued securities or forward commitments are subject to market
fluctuations  and they may  affect  the  Fund's  total  assets the same as owned
securities.

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  The  cash-equivalent  investments  the Fund 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 Fund 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 Fund's ability to liquidate the security  involved could be
impaired.

Notwithstanding any of the Fund's other investment policies, the Fund may invest
its assets in an open-end management investment company having substantially the
same  investment  objectives,  policies  and  restrictions  as the  Fund for the
purpose of having those assets managed as part of a combined pool.

For a  discussion  on  corporate  bond  ratings and  additional  information  on
investment  policies,  see  Appendix  A. For a  discussion  on foreign  currency
transactions,  see Appendix B. For a discussion on money market securities,  see
Appendix C. For a discussion on options and stock index futures  contracts,  see
Appendix D. For a discussion on options and interest rate futures contracts, see
Appendix E. For a discussion on dollar-cost averaging, see Appendix F.



<PAGE>


PORTFOLIO TRANSACTIONS

Subject to policies set by the board of directors, AEFC, IDS International, Inc.
(International)  and IDS Life are authorized to determine,  consistent  with the
Funds' investment goals and policies,  which securities will be purchased,  held
or sold.  In  determining  where buy and sell  orders  are to be  placed,  AEFC,
International  and IDS Life have been  directed  to use their  best  efforts  to
obtain the best available  price and the most favorable  execution  except where
otherwise authorized by the board of directors.  IDS Life intends to direct AEFC
and  International  to execute  trades and negotiate  commissions on its behalf.
These services are covered by the Investment Advisory Agreement between AEFC and
IDS  Life  and  the   Sub-Investment   Advisory   Agreement   between  AEFC  and
International.  When AEFC and  International  act on IDS  Life's  behalf for the
Funds, they follow the rules described here for IDS Life.

AEFC 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.  AEFC carefully monitors compliance with its Code of
Ethics.

On occasion,  it may be desirable for Capital  Resource,  International  Equity,
Aggressive Growth, Special Income, Managed,  Growth Dimensions,  Global Yield or
Income  Advantage  funds 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 boards of
directors  have  adopted a policy  authorizing  IDS Life to do so to the  extent
authorized by law, if IDS Life 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 IDS Life's, AEFC's or International's  overall  responsibilities to the funds
in the IDS MUTUAL FUND GROUP.

Research provided by brokers supplements AEFC's and International's own research
activities.  Research  services  include  economic data on, and analysis of: the
U.S.  economy and  specific  industries  within the economy;  information  about
specific companies,  including earning 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. AEFC
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 includes the research,  portfolio
management and trading functions and such 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,  IDS  Life  must  follow
procedures authorized by the board of directors.  To date, three procedures have
been  authorized.  One  procedure  permits IDS Life 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 IDS Life, 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

<PAGE>


that does not make a market  in the  security.  The  commission  paid  generally
includes  compensation for research  services.  The third procedure  permits IDS
Life, in order to obtain research and brokerage services,  to cause each fund to
pay a commission in excess of the amount another broker might have charged.

IDS Life has advised the Funds that it is necessary to do business with a number
of brokerage firms on a continuing basis to obtain such services as: handling of
large orders; willingness of a broker to risk its own money by taking a position
in a security; and 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 IDS
Life believes it may obtain better overall  execution.  IDS Life has assured the
Funds 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   transaction  on  the  same  basis,
consideration  will be given by such  person to those  firms  offering  research
services.  Such  services  may be used by IDS Life,  AEFC and  International  in
providing  advice  to all the  funds in the IDS  MUTUAL  FUND  GROUP  and  other
accounts  advised by IDS Life,  AEFC and  International,  even  though it is not
possible to relate the benefits to any particular fund or account.

Normally,  the securities of Special Income and Moneyshare Funds are traded on a
principal rather than an agency basis. In other words,  AEFC will trade directly
with the issuer or with a dealer who buys or sells for its own  account,  rather
than  acting  on  behalf  of  another  client.  AEFC  does  not pay  the  dealer
commissions. Instead, the dealer's profit, if any, is the difference, or spread,
between the dealer's purchase and sale price for the security.

Each  investment  decision  made for each  fund is made  independently  from any
decision  made for another  fund in the IDS MUTUAL  FUND GROUP or other  account
advised by AEFC or any AEFC subsidiary.

When a fund buys or sells the same security as another fund or account,  AEFC or
International  carries  out the  purchase  or sale in a way the fund  agrees  in
advance is fair. Although sharing in large transactions may adversely affect the
price or volume  purchased or sold by a fund,  the fund hopes to gain an overall
advantage in execution.  AEFC and International have assured the Funds they will
continue to seek ways to reduce brokerage costs.

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

The Funds have paid the following brokerage commissions:
<TABLE>
<CAPTION>

Fiscal year       Capital    International Aggressive    Special                  Growth      Income
ended Aug. 31,    Resource     Equity        Growth       Income     Managed    Dimensions   Advantage
- ---------------- ----------- ------------ ------------- ----------- ----------- ----------- ------------
<S>               <C>          <C>           <C>            <C>      <C>           <C>            <C>
   
1995              7,692,690    2,466,949     2,171,645      34,918   3,072,774          --           --
1996             13,416,430    3,551,512     5,313,285      23,608   3,683,714     124,863           --
1997              9,778,626    6,013,492     7,958,360     168,718   3,490,303     657,014        1,668
</TABLE>
    


<PAGE>


   
Transactions amounting to $196,046,000, $82,868,000 and $96,952,000 with related
commissions  of  $345,738,  $147,390 and  $120,222  were  directed to brokers by
Capital Resource, Aggressive Growth and Managed Funds, respectively,  because of
research services received for the fiscal year ended Aug. 31, 1997.

Capital Resource Fund's  acquisition during the fiscal year ended Aug. 31, 1997,
of  securities  of its  regular  brokers or  dealers or of the  parents of those
brokers  or  dealers  that   derived  more  than  15%  of  gross   revenue  from
securities-related activities is presented below:

                                                       Value of Securities
                                                         Owned at End of
Name of Issuer                                             Fiscal Year
Bank of America                                              $14,510,291
First Chicago                                                  6,978,282
Merrill Lynch                                                  8,349,859
Morgan Stanley                                                50,059,625
Travelers Group                                               60,325,000

Aggressive Growth Fund's acquisition during the fiscal year ended Aug. 31, 1997,
of  securities  of its  regular  brokers or  dealers or of the  parents of those
brokers  or  dealers  that   derived  more  than  15%  of  gross   revenue  from
securities-related activities is presented below:

                                                        Value of Securities
                                                          Owned at End of
Name of Issuer                                             Fiscal Year
Bank of America                                              $10,336,119
Merrill Lynch                                                  6,162,991
Charles Schwab                                                16,975,000

Special Income Fund's acquisition during the fiscal year ended Aug. 31, 1997, of
securities of its regular  brokers or dealers or of the parents of those brokers
or dealers that derived more than 15% of gross  revenue from  securities-related
activities is presented below:

                                                        Value of Securities
                                                          Owned at End of
Name of Issuer                                              Fiscal Year
Goldman Sachs                                                $ 8,067,825
J. P. Morgan                                                  12,991,300
Morgan Stanley                                                 8,241,669
Salomon Brothers                                               5,054,450

Moneyshare  Fund's  acquisition  during the fiscal year ended Aug. 31, 1997,  of
securities of its regular  brokers or dealers or of the parents of those brokers
or dealers that derived more than 15% of gross  revenue from  securities-related
activities is presented below:
    



<PAGE>


   
                                            Value of Securities
                                              Owned at End of
Name of Issuer                                  Fiscal Year
Bank of America                                $21,111,291
First Chicago                                    6,978,282
Goldman Sachs                                   19,450,863
Merrill Lynch                                   19,175,447
J. P. Morgan                                     1,999,458
Morgan Stanley                                  24,933,626

Managed  Fund's  acquisition  during the fiscal  year ended Aug.  31,  1997,  of
securities of its regular  brokers or dealers or of the parents of those brokers
or dealers that derived more than 15% of gross  revenue from  securities-related
activities is presented below:

                                              Value of Securities
                                                Owned at End of
Name of Issuer                                    Fiscal Year
Bank of America                                 $  3,594,809
Goldman Sachs                                      3,884,508
J. P. Morgan                                       4,847,500
Morgan Stanley                                    67,943,525
Salomon Brothers                                   3,905,000
Travelers Group                                  103,325,000

Growth Dimensions Fund's  acquisition during the fiscal year ended Aug. 31, 1997
of  securities  of its  regular  brokers or  dealers or of the  parents of those
brokers  or  dealers  that   derived  more  than  15%  of  gross   revenue  from
securities-related activities is presented below:

                                                      Value of Securities
                                                         Owned at End of
Name of Issuer                                             Fiscal Year
Bank of America                                              $ 6,436,462
Morgan Stanley                                                20,552,613
Travelers Group                                               19,234,150

International  Equity Fund's  acquisition  during the fiscal year ended Aug. 31,
1997 of securities of its regular  brokers or dealers or of the parents of those
brokers  or  dealers  that   derived  more  than  15%  of  gross   revenue  from
securities-related activities is presented below:

                                                       Value of Securities
                                                          Owned at End of
Name of Issuer                                             Fiscal Year
Bank of America                                              $13,503,843
Morgan Stanley                                                19,063,711
Nations Bank                                                   7,531,326
Credit Suisse First Boston                                    31,161,934



<PAGE>


Global  Yield Fund's  acquisition  during the fiscal year ended Aug. 31, 1997 of
securities of its regular  brokers or dealers or of the parents of those brokers
or dealers that derived more than 15% of gross  revenue from  securities-related
activities is presented below:

                                                       Value of Securities
                                                          Owned at End of
Name of Issuer                                             Fiscal Year
Lehman Brothers                                               $1,171,832
J. P. Morgan                                                     969,500

Income  Advantage  Fund did not acquire  securities  of its  regular  brokers or
dealers or of the parents of those brokers or dealers that derived more than 15%
of gross revenue from securities-related activities during the fiscal year ended
Aug. 31, 1997.

The portfolio  turnover  rate for Capital  Resource Fund was 110% in fiscal year
ended Aug. 31, 1997 and 131% in fiscal year ended Aug. 31, 1996.  The  portfolio
turnover  rate for Managed  Fund was 72% in fiscal year ended Aug.  31, 1997 and
85% in fiscal year ended Aug. 31, 1996.

The portfolio turnover rate for International Equity Fund was 91% in fiscal year
ended Aug. 31, 1997 and 58% in fiscal year ended Aug. 31,  1996.  The  portfolio
turnover rate for Aggressive  Growth Fund was 218% in fiscal year ended Aug. 31,
1997 and 189% in fiscal year ended Aug. 31, 1996.

The portfolio turnover rate for Special Income Fund was 73% in fiscal year ended
Aug. 31, 1997 and 56% in fiscal year ended Aug. 31, 1996. The portfolio turnover
rate for Growth  Dimensions  Fund was 29% in fiscal year ended Aug. 31, 1997 and
4% in fiscal year ended Aug. 31, 1996.

The  portfolio  turnover rate for Global Yield fund was 36% in fiscal year ended
Aug. 31, 1997 and 4% in fiscal year ended Aug. 31, 1996. The portfolio  turnover
rate for Income  Advantage  Fund was 104% in fiscal year ended Aug. 31, 1997 and
22% in fiscal year ended Aug. 31, 1996.
    

BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH IDS LIFE

Affiliates of American Express Company (American  Express) (of which IDS Life is
a wholly owned indirect subsidiary) may engage in brokerage and other securities
transactions on behalf of Capital  Resource,  International  Equity,  Aggressive
Growth,  Special Income,  Managed,  Growth  Dimensions,  Global Yield and Income
Advantage funds in accordance  with  procedures  adopted by the Funds' boards of
directors and to the extent consistent with applicable provisions of the federal
securities laws. IDS Life will use an American Express affiliate only if (i) IDS
Life  determines  that a fund will  receive  prices and  executions  at least as
favorable as those offered by qualified  independent  brokers performing similar
brokerage  and other  services for the Fund and (ii) the  affiliate  charges the
Fund 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.

AEFC may direct brokerage to compensate an affiliate. AEFC will receive research
on South Africa from New Africa  Advisors,  a  wholly-owned  subsidiary of Sloan
Financial Group.  AEFC owns 100% of IDS Capital Holdings Inc. which in turn owns
40% of

<PAGE>


Sloan  Financial  Group.  New Africa  Advisors will send research to AEFC and in
turn American Express  Financial  Corporation 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.

   
No brokerage commissions were paid by Moneyshare Fund to brokers affiliated with
IDS Life for the fiscal year ended Aug. 31, 1997.

Information about brokerage commissions paid by the Funds to American Enterprise
Investment Services, Inc., a wholly-owned subsidiary of AEFC, for the last three
fiscal years are contained in the following table:
    

                                    For the Fiscal Year Ended Aug. 31,
<TABLE>
<CAPTION>

   
                                        1997                                1996              1995
                                                      Percentage of
                                                        Aggregate
                Aggregate Dollar      Percent of      Dollar Amount       Aggregate         Aggregate
                    Amount of         Aggregate      of Transactions    Dollar Amount     Dollar Amount
                Commissions Paid      Brokerage         Involving       of Commissions    of Commissions
Fund                to Broker        Commissions       Payment of       Paid to Broker    Paid to Broker
                                                       Commissions
Capital
<S>                 <C>                 <C>               <C>              <C>               <C>     
Resource            $817,190            8.36%             15.58%           $841,159          $829,258

International
Equity.               None               None              None              None              None

Aggressive
Growth               183,327             2.31              3.89            245,269           222,443

Special Income        None               None              None              None              None

Managed              227,619             6.64              8.05             76,269           131,456

Growth
Dimensions           20,404              3.15              2.84              212               None

Global Yield          None               None              None              None              None

Income
Advantage             None               None              None              None              None
</TABLE>
    


PERFORMANCE INFORMATION

Each Fund may quote various  performance figures to illustrate past performance.
Average  annual total  return and current  yield  quotations  used by a fund are
based on standardized  methods of computing  performance as required by the SEC.
An  explanation  of these and any  other  methods  used by each Fund to  compute
performance follows below.

Average annual total return

Each Fund may  calculate  average  annual  total  return for certain  periods by
finding the average annual compounded rates of return over the period that would
equate the initial amount invested to the ending redeemable value,  according to
the following formula:



<PAGE>


                                              P(1+T)n = ERV

where:             P =     a hypothetical initial payment of $1,000
                   T =     average annual total return
                   n =     number of years
                 ERV = ending  redeemable  value of a hypothetical  $1,000
                           payment,  made at the  beginning of a period,  at the
                           end of the period (or fractional portion thereof)

Aggregate total return

Each Fund may calculate aggregate total return for certain periods  representing
the  cumulative  change in the value of an investment in a fund over a specified
period of time according to the following formula:

                                                 ERV - P
                                                    P

where:           P  =     a hypothetical initial payment of $1,000
               ERV  =     ending redeemable value of a hypothetical $1,000
                          payment, made at the beginning of a period, at the end
                          of the period (or fractional portion thereof)

Annualized yield and Distribution yield

Special  Income,  Global  Yield and  Income  Advantage  Funds may  calculate  an
annualized  yield by dividing the net investment  income per share deemed earned
during a 30-day period by the public  offering  price per share  (including  the
maximum sales charge) on the last day of the period and annualizing the results.

Yield is calculated according to the following formula:

                                        Yield = 2[(a-b + 1)6 - 1]
                                                    cd

where:             a =     dividends and interest earned during the period
                   b =     expenses accrued for the period (net of
                           reimbursements)
                   c =     the average daily number of shares outstanding
                           during the period that were entitled to receive
                           dividends
                   d =     the maximum offering price per share on the last
                           day of the period

   
Special Income Fund's annualized yield was 6.76%,  Global Yield Fund's was 3.04%
and Income Advantage Fund's was 8.63% for the 30-day period ended Aug. 31, 1997.
    



<PAGE>


The Fund's  yield,  calculated  as  described  above  according  to the  formula
prescribed by the SEC, is a  hypothetical  return based on market value yield to
maturity for the Fund's  securities.  It is not  necessarily  indicative  of the
amount which was or may be paid to the contract  owners.  Actual amounts paid to
contract owners are reflected in the distribution yield.

Distribution yield is calculated according to the following formula:

                                                 D x F = DY
                                                  NAV 30

where:            D  =     sum of dividends for 30 day period
                NAV  =     beginning of period net asset value
                  F  =     annualizing factor
                 DY  =     distribution yield

   
Special  Income  Fund's  distribution  yield was 7.23%,  Global Yield Fund's was
3.19% and Income Advantage Fund's was 9.30% for the 30-day period ended Aug. 31,
1997.
    

Moneyshare  Fund  calculates  annualized  simple and compound  yields based on a
seven-day period.

The simple yield is calculated by  determining  the net change in the value of a
hypothetical  account  having a  balance  of one share at the  beginning  of the
seven-day  period,  dividing the net change in account value by the value of the
account at the beginning of the period to obtain the return for the period,  and
multiplying  that return by 365/7 to obtain an annualized  figure.  The value of
the  hypothetical  account  includes the amount of any declared  dividends,  the
value of any shares  purchased  with any dividend paid during the period and any
dividends  declared  for such  shares.  The Fund's  yield does not  include  any
realized or unrealized gains or losses.

Moneyshare  Fund  calculates  its  compound  yield  according  to the  following
formula:

Compound Yield = (return for seven day period + 1) 365/7 - 1

   
Moneyshare  Fund's simple  annualized yield was 5.11% and its compound yield was
5.24% for the seven days ended  Aug.  31,  1997,  the last  business  day of the
Fund's fiscal year. The Fund's simple yield was 5.11% and the compound yield was
5.24% for the seven days ended Sept. 30, 1997.
    

Yield, or rate of return, on Moneyshare Fund shares may fluctuate daily and does
not provide a basis for determining  future yields.  However,  it may be used as
one element in  assessing  how the Fund is meeting its goal.  When  comparing an
investment   in  the  Fund  with  savings   accounts   and  similar   investment
alternatives,  you must consider that such alternatives  often provide an agreed
to or  guaranteed  fixed yield for a stated  period of time,  whereas the fund's
yield  fluctuates.  In comparing  the yield of one money market fund to another,
you should  consider  each fund's  investment  policies,  including the types of
investments permitted.



<PAGE>


REMEMBER  THAT  THESE  YIELDS ARE THE RETURN TO THE  SHAREHOLDER  (THE  VARIABLE
ACCOUNTS),  NOT TO  THE  VARIABLE  ANNUITY  CONTRACT  OWNER.  SEE  YOUR  ANNUITY
PROSPECTUS FOR A DISCUSSION OF THE DIFFERENCES.

   
In sales  material  and other  communications,  the Funds may quote,  compare or
refer to rankings,  yields or returns as published  by  independent  statistical
services or publishers and  publications  such as The Bank Rate Monitor National
Index, Barron's,  Business Week, CDA Technologies,  Donoghue's Money Market Fund
Report,  Financial  Services Week,  Financial Times,  Financial  World,  Forbes,
Fortune, Global Investor,  Institutional Investor, Investor's Daily, Kiplinger's
Personal Finance, Lipper Analytical Services,  Money,  Morningstar,  Mutual Fund
Forecaster,  Newsweek,  The New York Times,  Personal Investor,  Stanger Report,
Sylvia Porter's  Personal Finance,  USA Today,  U.S. News and World Report,  The
Wall Street Journal and Wiesenberger Investment Companies Service.
    

VALUING EACH FUND'S SHARES

   
On Aug. 31, 1997, the computation of the value of an individual share looked 
like this:
<TABLE>
<CAPTION>

Capital Resource Fund
                                                                       Net asset value
Net assets                          Shares outstanding                 of one share
<S>                   <C>          <C>                        <C>      <C>   
$4,866,591,077        divided by   173,988,176                =        $27.97

International Equity Fund
                                                                       Net asset value
Net assets                          Shares outstanding                 of one share
$2,104,975,232        divided by   149,447,811                =        $14.09

Aggressive Growth Fund
                                                                       Net asset value
Net assets                          Shares outstanding                 of one share
$2,427,427,425        divided by   141,403,480                =        $17.17

Special Income Fund
                                                                       Net asset value
Net assets                          Shares outstanding                 of one share
$1,923,317,614        divided by   160,398,174                =        $11.99

Managed Fund
                                                                       Net asset value
Net assets                          Shares outstanding                 of one share
$4,444,602,312        divided by   235,535,537                =        $18.87

Growth Dimensions Fund
                                                                       Net asset value
Net assets                          Shares outstanding                 of one share
$1,306,826,984        divided by   100,887,023                =        $12.95
</TABLE>
    



<PAGE>

<TABLE>
<CAPTION>

   
Global Yield Fund
                                                                       Net asset value
Net assets                          Shares outstanding                 of one share
<S>                   <C>          <C>                        <C>      <C>   
$119,177,723          divided by   11,553,714                 =        $10.32

Income Advantage Fund
                                                                       Net asset value
Net assets                          Shares outstanding                 of one share
$320,317,296          divided by   30,819,905                 =        $10.39
</TABLE>
    

Capital  Resource,  International  Equity,  Aggressive  Growth,  Special Income,
Managed,  Growth Dimensions,  Global Yield and Income Advantage Funds' portfolio
securities  are valued as follows  as of the close of  business  of the New York
Stock 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 exists, 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 New York Stock Exchange. Foreign securities quoted in foreign currencies are
translated  into U.S.  dollars at the current  rate of  exchange.  Occasionally,
events  affecting the value of such  securities may occur between such times and
the  close of the New York  Stock  Exchange  that will not be  reflected  in the
computation  of a fund'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 funds' boards of directors.

'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

<PAGE>


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 boards of directors.  The boards of directors are  responsible  for
selecting  methods they believe  provide fair value.  When  possible,  bonds are
valued by a pricing service independent from a fund. 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.

Moneyshare Fund intends to use its best efforts to maintain a constant net asset
value of $1 per share  although  there is no assurance it will be able to do so.
Accordingly, the Fund uses the amortized cost method in valuing its portfolio.

Short-term  securities maturing in 60 days or less 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.  It does  not  take  into
consideration  unrealized  capital gains or losses. All of the securities in the
Fund's portfolio will be valued at their amortized cost.

In  addition,  Moneyshare  Fund must abide by certain  conditions.  It must only
invest in  securities  of high quality  which  present  minimal  credit risks as
determined by the board of directors. This means that the rated commercial paper
in the  Fund's  portfolio  will be issues  that have been  rated in the  highest
rating  category  by at  least  two  nationally  recognized  statistical  rating
organizations  (or by one if only one rating is assigned)  and in unrated  paper
determined by the Fund's board of directors to be comparable. The fund must also
purchase securities with original or remaining  maturities of 13 months or less,
and maintain a dollar-weighted average portfolio maturity of 90 days or less. In
addition, the board of directors must establish procedures designed to stabilize
the Fund's  price per share for purposes of sales and  redemptions  at $1 to the
extent that it is reasonably  possible to do so. These procedures include review
of the Fund's portfolio securities by the Board, at intervals deemed appropriate
by it, to  determine  whether the Fund's net asset  value per share  computed by
using the  available  market  quotations  deviates  from a share  value of $1 as
computed using the amortized cost method.  The board must consider any deviation
that appears,  and if it exceeds 0.5%, it must  determine  what action,  if any,
needs to be taken.  If the board  determines  that a  deviation  exists that may
result in a material  dilution  of the  holdings  of the  variable  accounts  or
investors,  or in other unfair  consequences for such people,  it must undertake
remedial action that it deems necessary and appropriate. Such action may include
withholding  dividends,  calculating  net asset value per share for  purposes of
sales and redemptions in kind, and selling portfolio  securities before maturity
in  order  to  realize  capital  gain or loss or to  shorten  average  portfolio
maturity.

In  other  words,  while  the  amortized  cost  method  provides  certainty  and
consistency  in  portfolio  valuation,  it may,  from  time to time,  result  in
valuations of portfolio securities that are either somewhat higher or lower than
the prices at which the securities  could be sold.  This means that during times
of declining interest rates, the yield on Moneyshare Fund's shares may be higher
than if  valuations  of portfolio  securities  were made based on actual  market
prices and estimates of market prices. Accordingly, if use of the amortized cost
method were to result in a lower portfolio value at a given time, a prospective

<PAGE>


investor  in the Fund  would be able to obtain a somewhat  higher  yield than if
portfolio  valuation were based on actual market values.  The Variable Accounts,
on the other  hand,  would  receive  a  somewhat  lower  yield  than they  would
otherwise receive.  The opposite would happen during a period of rising interest
rates.

   
The  Exchange,  AEFC,  IDS Life and the Funds  will be  closed on the  following
holidays:   New  Year's  Day,   Memorial  Day,   Independence  Day,  Labor  Day,
Thanksgiving Day and Christmas Day.
    

INVESTING IN THE FUNDS

You cannot buy shares of the Funds directly.  The only way you can invest in the
Funds at the current  time is by buying an annuity  contract and  directing  the
allocation of part or all of your net purchase payment to the variable accounts,
which  will  invest  in  shares  of  Capital  Resource,   International  Equity,
Aggressive  Growth,  Special Income,  Moneyshare,  Managed,  Growth  Dimensions,
Global Yield or Income Advantage funds.  Please read the Funds' prospectus along
with your annuity prospectus for further information.

Sales Charges and Surrender or Withdrawal Charges

The Funds do not assess sales charges, either when they sell or when they redeem
securities.  The surrender or withdrawal charges that may be assessed under your
annuity  contract are  described in your  annuity  prospectus,  as are the other
charges that apply to your annuity contract and to the variable accounts.

REDEEMING SHARES

The Funds will redeem any shares presented by a shareholder  (variable  account)
for  redemption.  The variable  accounts'  policies on when or whether to buy or
redeem fund shares are described in your annuity prospectus.

During an emergency,  the boards of directors can suspend the computation of net
asset value, stop accepting  payments for purchase of shares or suspend the duty
of the Funds to redeem shares for more than 7 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,

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

'The Securities and Exchange Commission,  under the provisions of the Investment
Company Act of 1940, as amended, declares a period of emergency to exist.

Should a Fund stop selling  shares,  the directors may make a deduction from the
value of the assets held by the Fund to cover the cost of future liquidations of
the assets so as to distribute fairly these costs among all contract owners.

Shares of the Fund may not be held by persons who are residents of, or domiciled
in, Brazil.  The Fund reserves the right to redeem accounts of shareholders  who
establish residence or domicile in Brazil.


<PAGE>


CAPITAL LOSS CARRYOVER

   
For  federal  income tax  purposes,  Growth  Dimensions  Fund had  capital  loss
carryover at Aug. 31, 1997 of  $11,186,489  which,  if not offset by  subsequent
capital  gains,  will  expire  in 2004 to  2006.  It is  unlikely  the  board of
directors  will authorize a  distribution  of any net realized  capital gain for
these Funds until the capital loss  carryover has been offset or expires  except
as required by IRS rules.
    

TAXES

International  Equity Fund may be subject to U.S. taxes  resulting from holdings
in a passive foreign investment company (PFIC). A foreign  corporation is a PFIC
when 75% or more of its gross income for the taxable  year is passive  income or
if 50% or more of the  average  value of its  assets  consists  of  assets  that
produce or could produce passive income.

AGREEMENTS WITH IDS LIFE AND AMERICAN EXPRESS FINANCIAL CORPORATION

Investment Management Services Agreement

Each Fund has an Investment  Management  Services  Agreement  with IDS Life. The
Funds have  retained  IDS Life to,  among other  things,  counsel and advise the
Funds and their  directors in  connection  with the  formulation  of  investment
programs  designed  to  accomplish  the  Funds'  investment  objectives,  and to
determine,  consistent with the Funds' investment objectives and policies, which
securities in IDS Life's  discretion shall be purchased,  held or sold,  subject
always to the direction and control of the boards of directors.

The Funds do not  maintain  their own  research  departments  or  record-keeping
services.  These  services  are  provided  by  IDS  Life  under  the  Investment
Management Services Agreement.

The  Agreement  provides  that,  in addition to paying its own  management  fee,
brokerage  costs and certain  taxes,  each Fund pays IDS Life an amount equal to
the cost of certain  expenses  incurred and paid by IDS Life in connection  with
the Fund's operations.

For its services, IDS Life is paid a fee based on the following schedules:

Capital Resource

      assets               Annual rate at
    (billions)            each asset level
     First $1                  0.063%
      Next $1                  0.615
      Next $1                  0.600
      Next $3                  0.585
      Over $6                  0.570



<PAGE>


International Equity

      assets               Annual rate at
    (billions)            each asset level
    First $0.25                0.870%
    Next $0.25                 0.855
    Next $0.25                 0.840
    Next $0.25                 0.825
      Next $1                  0.810
      Over $2                  0.795

Aggressive Growth

      assets               Annual rate at
    (billions)            each asset level
    First $0.25                0.650%
    Next $0.25                 0.635
    Next $0.25                 0.620
    Next $0.25                 0.605
      Next $1                  0.590
      Over $2                  0.575

Special Income

      assets               Annual rate at
    (billions)            each asset level
     First $1                  0.610%
      Next $1                  0.595
      Next $1                  0.580
      Next $3                  0.565
      Next $3                  0.550
      Over $9                  0.535

Moneyshare

      assets               Annual rate at
    (billions)            each asset level
     First $1                  0.510%
     Next $0.5                 0.493
     Next $0.5                 0.475
     Next $0.5                 0.458
     Over $2.5                 0.440



<PAGE>


Managed

      assets               Annual rate at
    (billions)            each asset level
    First $0.5                 0.630%
     Next $0.5                 0.615
      Next $1                  0.600
      Next $1                  0.585
      Next $3                  0.570
      Over $6                  0.550

Growth Dimensions

      assets               Annual rate at
    (billions)            each asset level
     First $1                  0.630%
      Next $1                  0.615
      Next $1                  0.600
      Next $3                  0.585
      Over $9                  0.570

Global Yield

      assets               Annual rate at
    (billions)            each asset level
    First $.25                 0.840%
     Next $.25                 0.825
     Next $.25                 0.810
     Next $.25                 0.795
      Over $1                  0.780

Income Advantage

      assets               Annual rate at
    (billions)            each asset level
     First $1                  0.620%
      Next $1                  0.605
      Next $1                  0.590
      Next $3                  0.575
      Next $3                  0.560
      Over $9                  0.545

   
On Aug.  31,  1997,  the daily rate  applied  to the Fund's  assets on an annual
basis, was 0.603% for Capital Resource,  0.827% for International Equity, 0.603%
for Aggressive Growth, 0.603% for Special Income, 0.510% for Moneyshare,  0.592%
for Managed,  0.626% for Growth  Dimensions,  0.811% for Global Yield and 0.620%
for Income  Advantage.  The fee is calculated for each calendar day on the basis
of net assets as of the close of business two business days prior to the day for
which the calculation is made.
    



<PAGE>


   
The management fee is paid monthly. Under the prior and current agreements,  the
total amount paid for Capital Resource was $27,562,075 for the fiscal year ended
Aug. 31, 1997,  $26,046,720  for the fiscal year ended 1996, and $20,450,401 for
the fiscal year 1995.

Under the prior and current agreements,  the total amount paid for International
Equity was $16,844,405 for the fiscal year ended Aug. 31, 1997,  $13,990,974 for
the fiscal year ended 1996, and $10,869,439 for the fiscal year 1995.

Under the prior and current  agreements,  the total  amount paid for  Aggressive
Growth was $13,049,949 for the fiscal year ended Aug. 31, 1997,  $10,459,512 for
the fiscal year ended 1996, and $6,579,414 for the fiscal year 1995.

Under the prior and current agreements, the total amount paid for Special Income
was  $11,582,416  for the fiscal year ended Aug. 31, 1997,  $11,311,856  for the
fiscal year ended 1996 and $9,542,823 for the fiscal year 1995.

Under the prior and current agreements, the total amount paid for Moneyshare was
$1,845,243  for the fiscal year ended Aug. 31, 1997,  $1,283,789  for the fiscal
year ended 1996, and $1,041,050 for the fiscal year 1995.

Under the prior and current  agreements,  the total  amount paid for Managed was
$23,778,006 for the fiscal year ended Aug. 31, 1997,  $19,987,805 for the fiscal
year ended 1996, and $16,720,930 for the fiscal year 1995.

Under  the prior and  current  agreements,  the  total  amount  paid for  Growth
Dimensions  was $4,581,562 for the fiscal year ended Aug. 31, 1997, and $153,340
for the fiscal year ended 1996.

Under the prior and current  agreements,  the total amount paid for Global Yield
was $576,997 for the fiscal year ended Aug. 31, 1997, and $26,039 for the fiscal
year ended 1996.

Under  the prior and  current  agreements,  the  total  amount  paid for  Income
Advantage was  $1,070,942  for the fiscal year ended Aug. 31, 1997,  and $44,245
for the fiscal year ended 1996.
    

Under the current Agreement,  the expenses of IDS Life that each Fund has agreed
to reimburse are:  taxes,  brokerage  commissions,  custodian fees and expenses,
audit  expenses,  cost of  items  sent to  contract  owners,  postage,  fees and
expenses paid to directors who are not officers or employees of IDS Life or AEFC
fees and  expenses  of  attorneys,  costs of  fidelity  and  surety  bonds,  SEC
registration  fees,  expenses of  preparing  prospectuses  and of  printing  and
distributing  prospectuses to existing  contract owners,  losses due to theft or
other  wrong  doing or due to  liabilities  not  covered  by bond or  agreement,
expenses incurred in connection with lending  portfolio  securities of the funds
and expenses properly payable by the funds, approved by the boards of directors.
All other expenses are borne by IDS Life.



<PAGE>


Under a current and prior agreement:

   
Capital  Resource paid  nonadvisory  expenses of $1,216,304  for the fiscal year
ended Aug. 31, 1997,  $1,237,584  for the fiscal year ended 1996, and $1,289,211
for the fiscal year 1995.

International Equity paid nonadvisory expenses of $1,971,367 for the fiscal year
ended Aug. 31, 1997,  $1,439,851  for the fiscal year ended 1996, and $1,758,233
for the fiscal year 1995.

Aggressive  Growth paid  nonadvisory  expenses  of $595,678  for the fiscal year
ended Aug. 31, 1997,  $555,212 for the fiscal year ended 1996,  and $397,865 for
the fiscal year 1995.

Special Income paid  nonadvisory  expenses of $470,062 for the fiscal year ended
Aug.  31, 1997,  $534,757  for the fiscal year ended 1996,  and $527,883 for the
fiscal year 1995.

Moneyshare paid nonadvisory  expenses of $112,930 for the fiscal year ended Aug.
31, 1997,  $134,008  for the fiscal year ended 1996,  and $68,790 for the fiscal
year 1995.

Managed paid nonadvisory expenses of $781,442 for the fiscal year ended Aug. 31,
1997,  $857,900 for the fiscal year ended 1996,  and  $1,006,486  for the fiscal
year 1995.

Growth  Dimensions  paid  nonadvisory  expenses of $311,923  for the fiscal year
ended Aug. 31, 1997, and $88,000 for the fiscal year ended 1996.

Global Yield paid nonadvisory expenses of $53,806 for the fiscal year ended Aug.
31, 1997, and $26,994 for the fiscal year ended 1996.

Income Advantage paid nonadvisory  expenses of $29,848 for the fiscal year ended
Aug. 31, 1997, and $61,600 for the fiscal year ended 1996.
    

Administrative Services Agreement

The Funds  have an  Administrative  Services  Agreement  with  AEFC.  Under this
agreement,  the  Funds  pay AEFC for  providing  administration  and  accounting
services. The fee is calculated as follows:

Capital Resource

      assets               Annual rate at
    (billions)            each asset level
     First $1                  0.050%
      Next $1                  0.045
      Next $1                  0.040
      Next $3                  0.035
      Over $6                  0.030



<PAGE>


International Equity

      assets               Annual rate at
    (billions)            each asset level
    First $0.25                0.060%
    Next $0.25                 0.055
    Next $0.25                 0.050
    Next $0.25                 0.045
      Next $1                  0.040
      Over $2                  0.035

Aggressive Growth

      assets               Annual rate at
    (billions)            each asset level
    First $0.25                0.060%
    Next $0.25                 0.055
    Next $0.25                 0.050
    Next $0.25                 0.045
      Next $1                  0.040
      Over $2                  0.035

Special Income

      assets               Annual rate at
    (billions)            each asset level
     First $1                  0.050%
      Next $1                  0.045
      Next $1                  0.040
      Next $3                  0.035
      Next $3                  0.030
      Over $9                  0.025

Moneyshare

      assets               Annual rate at
    (billions)            each asset level
     First $1                  0.030%
     Next $0.5                 0.027
     Next $0.5                 0.025
     Next $0.5                 0.022
     Over $2.5                 0.020



<PAGE>


Managed

      assets               Annual rate at
    (billions)            each asset level
    First $0.5                 0.040%
     Next $0.5                 0.035
      Next $1                  0.030
      Next $1                  0.025
      Next $3                  0.020
      Over $6                  0.020

Growth Dimensions

      assets               Annual rate at
    (billions)            each asset level
     First $1                  0.050%
      Next $1                  0.045
      Next $1                  0.040
      Next $3                  0.035
      Over $6                  0.030

Global Yield

      assets               Annual rate at
    (billions)            each asset level
    First $.25                 0.060%
     Next $.25                 0.055
     Next $.25                 0.050
     Next $.25                 0.045
      Over $1                  0.040

Income Advantage

      assets               Annual rate at
    (billions)            each asset level
     First $1                  0.050%
      Next $1                  0.045
      Next $1                  0.040
      Next $3                  0.035
      Next $3                  0.030
      Over $9                  0.025

   
On Aug. 31, 1997, the daily rate applied to Capital Resource was equal to 0.041%
on an annual basis.

On Aug. 31, 1997, the daily rate applied to International Equity was equal to 
0.046% on an annual basis.

On Aug. 31, 1997, the daily rate applied to Aggressive Growth was equal to 
0.044% on an annual basis.
    



<PAGE>


   
On Aug. 31, 1997,  the daily rate applied to Special  Income was equal to 0.048%
on an annual basis.

On Aug. 31, 1997, the daily rate applied to Moneyshare was equal to 0.030% on an
annual basis.

On Aug.  31,  1997,  the daily rate applied to Managed was equal to 0.027% on an
annual basis.

On Aug. 31, 1997 the daily rate applied to Growth Dimensions was equal to 0.049%
on an annual basis.

On Aug.  31, 1997 the daily rate  applied to Global Yield was equal to 0.050% on
an annual basis.

On Aug. 31, 1997 the daily rate applied to Income  Advantage was equal to 0.050%
on an annual basis.
    

Investment Advisory Agreements

IDS Life  and AEFC  have an  Investment  Advisory  Agreement  under  which  AEFC
executes  purchases and sales and negotiates  brokerage as directed by IDS Life.
For its services,  IDS Life pays AEFC a fee based on a percentage of each Fund's
average  daily  net  assets  for the  year.  This  fee is  equal  to  0.35%  for
International Equity Fund and 0.25% for each remaining fund.

   
AEFC  has a  Sub-Investment  Advisory  Agreement  with  American  Express  Asset
International  Inc. under which AEFC pays American  Express Asset  International
Inc.  a fee equal on an annual  basis to 0.50% of  International  Equity  Fund's
daily net assets for providing investment advice for the Fund.

For the fiscal year ended Aug. 31, 1997, IDS Life paid AEFC  $11,405,895 for its
services in connection  with Capital  Resource  Fund.  For fiscal year 1996, the
amount was $10,767,468 and for fiscal year 1995 it was $8,118,175.

For the fiscal period ended Aug. 31, 1997, IDS Life paid AEFC $7,127,500 for its
services in connection with International Equity Fund. For fiscal year 1996, the
amount was $5,895,097 and for fiscal year 1995 it was $4,947,617.

For the fiscal period ended Aug. 31, 1997, IDS Life paid AEFC $5,385,048 for its
services in connection  with  Aggressive  Growth Fund. For fiscal year 1996, the
amount was $4,281,869 and for fiscal year 1995 it was $2,589,057.

For the fiscal year ended Aug. 31, 1997,  IDS Life paid AEFC  $4,808,246 for its
services in  connection  with  Special  Income Fund.  For fiscal year 1996,  the
amount was $4,698,757 and for fiscal year 1995 it was $3,806,813.

For the fiscal year ended Aug.  31,  1997,  IDS Life paid AEFC  $907,423 for its
services in connection  with  Moneyshare  Fund. For fiscal year 1996, the amount
was $621,885 and for fiscal year 1995 it was $494,845.



<PAGE>


For the fiscal year end Aug. 31, 1997,  IDS Life paid AEFC  $10,013,842  for its
services in connection  with Managed Fund.  For fiscal year 1996, the amount was
$8,355,352 and for fiscal year 1995 it was $6,674,716.

For fiscal  year ended Aug.  31,  1997,  IDS Life paid AEFC  $1,821,928  for its
services in connection  with Growth  Dimensions  Fund. For fiscal year 1996, the
amount was $61,016.

For  fiscal  year ended  Aug.  31,  1997,  IDS Life paid AEFC  $172,596  for its
services in connection  with Global Yield Fund. For fiscal year 1996, the amount
was $7,771.

For  fiscal  year ended  Aug.  31,  1997,  IDS Life paid AEFC  $431,464  for its
services in connection  with Income  Advantage  Fund.  For fiscal year 1996, the
amount was $17,890.
    

Information  concerning  other funds advised by IDS Life or AEFC is contained in
the prospectus.

DIRECTORS AND OFFICERS

   
The  following  is a list of the Fund's  directors.  They serve 15 Master  Trust
Portfolios  and 47 IDS and IDS Life  funds.  All shares have  cumulative  voting
rights when voting on the election of directors.

H. Brewster Atwater, Jr.
Born in 1931.
4900 IDS Tower
Minneapolis, MN

Retired  chairman and chief executive  officer,  General Mills,  Inc.  Director,
Merck & Co., Inc. and Darden Restaurants, Inc.

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,  Union Pacific
Resources and FPL Group, Inc. (holding company for Florida Power and Light).
    

Robert F. Froehlke+
Born in 1922.
1201 Yale Place
Minneapolis, MN

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.



<PAGE>


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

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

Heinz F. Hutter+'
Born in 1929.
P.O. Box 5724
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.
       

James A. Mitchell**
Born in 1941.
2900 IDS Tower
Minneapolis, MN

Executive  Vice  President,  AEFC.  Director,  chairman  of the  board and chief
executive officer, IDS Life.

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

   
Chairman  of the board,  Board  Services  Corporation  (provides  administrative
services to boards).  Director,  trustee  and officer of  registered  investment
companies  whose boards are served by the company.  Former vice  chairman of the
board, Cargill, Incorporated (commodity merchants and processors).

Alan K. Simpson'
Born in 1931.
1201 Sunshine Ave.
Cody, WY

Former three-term United States Senator for Wyoming. Former Assistant Republican
Leader, U.S. Senate. Director, Pacific Corp. (electric power).
    



<PAGE>


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 AEFC.
    

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 by reason of being an officer of the funds.
** Interested  person by reason of being an officer,  director,  employee and/or
shareholder of AEFC 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 chairman,  and Mr. Thomas,  who is president,
the fund's other officer is:
    

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


<PAGE>


   
President, treasurer and corporate secretary of Board Services Corporation. Vice
president, general counsel and secretary for the Funds.
    

Officers who also are officers and/or employees of AEFC:

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

   
Director    and    senior    vice    president-investments    of   AEFC.    Vice
president-investments for the Funds.
    

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

   
Director,  senior vice president and chief financial officer of AEFC.  Director,
Executive vice president and controller of IDS Life Insurance Company. Treasurer
for the Funds.
    

Members  of the board who are not  officers  of the Fund or of AEFC  receive  an
annual fee of $3,200 for IDS Life  Capital  Resource  Fund,  $1,500 for IDS Life
International  Equity Fund and IDS Life Aggressive  Growth Fund,  $1,400 for IDS
Life Special Income Fund, $200 for IDS Life Moneyshare Fund, $2,600 for IDS Life
Managed Fund and $100 for IDS Life Growth Dimensions Fund, IDS Life Global Yield
Fund and IDS Life Income  Advantage  Fund. The Chair of the Contracts  Committee
receives an additional  $90. Board Members  receive a $50 per day attendance fee
for board  meetings.  The  attendance  fee for  meetings  of the  Contracts  and
Investment  Review  Committee is $50; for  meetings of the Audit  Committee  and
Personnel  Committee $25 and for traveling from  out-of-state  $8.  Expenses for
attending meetings are reimbursed.

The Fund pays no fees or expenses to board  members until the assets of the Fund
reach $20 million.

   
During the fiscal year that ended Aug. 31, 1997,  the members of the board,  for
attending up to 32 meetings, received the following compensation, in total, from
all funds in the IDS MUTUAL FUND GROUP.
    



<PAGE>


Life Capital Resource
<TABLE>
<CAPTION>

                                            Board compensation

                                            Pension or                                 Total Cash
                       Aggregate            Retirement benefits   Estimated annual     compensation from
Board member           compensation from    accrued as fund       benefit on           the IDS MUTUAL FUND
                       the fund             expenses*             retirement           GROUP
- -------------------------------------------------------------------------------------------------------------
<S>                          <C>                     <C>                   <C>               <C>     
   
H. Brewster Atwater, Jr.     $3,331                  $0                    $0                $ 83,100
  (part of year)              4,097                   0                     0                   96,600
Lynne V. Cheney
Robert F. Froehlke            4,131                   0                     0                 103,800
Heinz F. Hutter               4,166                   0                     0                 105,500
Anne P. Jones                 4,383                   0                     0                 110,800
Melvin R. Laird               4,113                   0                     0                   97,800
Alan K. Simpson               2,670                   0                     0                   62,400
  (part of year)
Edson W. Spencer              4,527                   0                     0                 127,000
Wheelock Whitney              4,216                   0                     0                 108,700
C. Angus Wurtele              4,241                   0                     0                 109,900
    

Life International Equity

                               Board compensation

   
                                            Pension or                                 Total Cash
                       Aggregate            Retirement benefits   Estimated annual     compensation from
Board member           compensation from    accrued as fund       benefit on           the IDS MUTUAL FUND
                       the fund             expenses*             retirement           GROUP
- -------------------------------------------------------------------------------------------------------------
H. Brewster Atwater,         $1,965                  $0                   $0                  $83,100
Jr.
  (part of year)              2,330                  0                     0                  96,600
Lynne V. Cheney
Robert F. Froehlke             2,427                  0                     0                 103,800
Heinz F. Hutter                2,462                  0                     0                 105,500
Anne P. Jones                  2,585                  0                     0                 110,800
Melvin R. Laird                2,346                  0                     0                   97,800
Alan K. Simpson                1,524                  0                     0                   62,400
  (part of year)
Edson W. Spencer               2,824                  0                     0                 127,000
Wheelock Whitney               2,512                  0                     0                 108,700
C. Angus Wurtele               2,537                  0                     0                 109,900
    

Life Aggressive Growth

                               Board compensation

   
                                            Pension or                                 Total Cash
                       Aggregate            Retirement benefits   Estimated annual     compensation from
Board member           compensation from    accrued as fund       benefit on           the IDS MUTUAL FUND
                       the fund             expenses*             retirement           GROUP
- -------------------------------------------------------------------------------------------------------------
H. Brewster Atwater,         $1,965                  $0                   $0                  $83,100
Jr.
  (part of year)              2,317                  0                     0                   96,600
Lynne V. Cheney
Robert F. Froehlke             2,415                  0                     0                 103,800
Heinz F. Hutter                2,450                  0                     0                 105,500
Anne P. Jones                  2,572                  0                     0                 110,800
Melvin R. Laird                2,333                  0                     0                   97,800
Alan K. Simpson                1,524                  0                     0                   62,400
  (part of year)
Edson W. Spencer               2,811                  0                     0                 127,000
Wheelock Whitney               2,500                  0                     0                 108,700
C. Angus Wurtele               2,525                  0                     0                 109,900
</TABLE>
    



<PAGE>


Life Special Income
<TABLE>
<CAPTION>

                               Board compensation

                                            Pension or                                 Total Cash
                       Aggregate            Retirement benefits   Estimated annual     compensation from
Board member           compensation from    accrued as fund       benefit on           the IDS MUTUAL FUND
                       the fund             expenses*             retirement           GROUP
- -------------------------------------------------------------------------------------------------------------
<S>                           <C>                     <C>                  <C>                 <C>    
   
H. Brewster Atwater, Jr.      $1,881                  $0                   $0                  $83,100
  (part of year)              2,246                  0                     0                   96,600
Lynne V. Cheney
Robert F. Froehlke             2,347                  0                     0                 103,800
Heinz F. Hutter                2,382                  0                     0                 105,500
Anne P. Jones                  2,498                  0                     0                 110,800
Melvin R. Laird                2,262                  0                     0                   97,800
Alan K. Simpson                1,453                  0                     0                   62,400
  (part of year)
Edson W. Spencer               2,743                  0                     0                 127,000
Wheelock Whitney               2,432                  0                     0                 108,700
C. Angus Wurtele               2,457                  0                     0                 109,900
    

Life Moneyshare

                               Board compensation

   
                                            Pension or                                 Total Cash
                       Aggregate            Retirement benefits   Estimated annual     compensation from
Board member           compensation from    accrued as fund       benefit on           the IDS MUTUAL FUND
                       the fund             expenses*             retirement           GROUP
- -------------------------------------------------------------------------------------------------------------
H. Brewster Atwater,          $ 869                  $0                   $0                  $83,100
Jr.
  (part of year)                 953                 0                     0                   96,600
Lynne V. Cheney
Robert F. Froehlke             1,102                  0                     0                 103,800
Heinz F. Hutter                1,137                  0                     0                 105,500
Anne P. Jones                  1,182                  0                     0                 110,800
Melvin R. Laird                  969                  0                     0                   97,800
Alan K. Simpson                  593                  0                     0                   62,400
  (part of year)
Edson W. Spencer               1,498                  0                     0                 127,000
Wheelock Whitney               1,187                  0                     0                 108,700
C. Angus Wurtele               1,212                  0                     0                 109,900
    

Life Managed

                               Board compensation

   
                                            Pension or                                 Total Cash
                       Aggregate            Retirement benefits   Estimated annual     compensation from
Board member           compensation from    accrued as fund       benefit on           the IDS MUTUAL FUND
                       the fund             expenses*             retirement           GROUP
- -------------------------------------------------------------------------------------------------------------
H. Brewster Atwater,         $2,757                  $0                   $0                  $83,100
Jr.
  (part of year)              3,383                  0                     0                   96,600
Lynne V. Cheney
Robert F. Froehlke             3,445                  0                     0                 103,800
Heinz F. Hutter                3,480                  0                     0                 105,500
Anne P. Jones                  3,655                  0                     0                 110,800
Melvin R. Laird                3,399                  0                     0                   97,800
Alan K. Simpson                2,169                  0                     0                   62,400
  (part of year)
Edson W. Spencer               3,841                  0                     0                 127,000
Wheelock Whitney               3,530                  0                     0                 108,700
C. Angus Wurtele               3,555                  0                     0                 109,900
</TABLE>
    



<PAGE>


Growth Dimensions
<TABLE>
<CAPTION>

                               Board compensation

                                            Pension or                                 Total Cash
                       Aggregate            Retirement benefits   Estimated annual     compensation from
Board member           compensation from    accrued as fund       benefit on           the IDS MUTUAL FUND
                       the fund             expenses*             retirement           GROUP
- -------------------------------------------------------------------------------------------------------------
<S>                             <C>                    <C>                  <C>                 <C>    
   
H. Brewster Atwater, Jr.        $784                   $0                   $0                  $83,100
  (part of year)                 839                 0                     0                   96,600
Lynne V. Cheney
Robert F. Froehlke               993                  0                     0                 103,800
Heinz F. Hutter                1,018                  0                     0                 105,500
Anne P. Jones                  1,066                  0                     0                 110,800
Melvin R. Laird                  856                  0                     0                   97,800
Alan K. Simpson                  522                  0                     0                   62,400
  (part of year)
Edson W. Spencer               1,379                  0                     0                 127,000
Wheelock Whitney               1,068                  0                     0                 108,700
C. Angus Wurtele               1,093                  0                     0                 109,900
    

Global Yield

                               Board compensation

   
                                            Pension or                                 Total Cash
                       Aggregate            Retirement benefits   Estimated annual     compensation from
Board member           compensation from    accrued as fund       benefit on           the IDS MUTUAL FUND
                       the fund             expenses*             retirement           GROUP
- -------------------------------------------------------------------------------------------------------------
H. Brewster Atwater,          $784                   $0                   $0                  $83,100
Jr.
  (part of year)                 839                 0                     0                   96,600
Lynne V. Cheney
Robert F. Froehlke               993                  0                     0                 103,800
Heinz F. Hutter                1,018                  0                     0                 105,500
Anne P. Jones                  1,066                  0                     0                 110,800
Melvin R. Laird                  856                  0                     0                   97,800
Alan K. Simpson                  522                  0                     0                   62,400
  (part of year)
Edson W. Spencer               1,379                  0                     0                 127,000
Wheelock Whitney               1,068                  0                     0                 108,700
C. Angus Wurtele               1,093                  0                     0                 109,900
    

Income Advantage

                               Board compensation

   
                                            Pension or                                 Total Cash
                       Aggregate            Retirement benefits   Estimated annual     compensation from
Board member           compensation from    accrued as fund       benefit on           the IDS MUTUAL FUND
                       the fund             expenses*             retirement           GROUP
- -------------------------------------------------------------------------------------------------------------
H. Brewster Atwater,          $784                   $0                   $0                  $83,100
Jr.
  (part of year)                 839                 0                     0                   96,600
Lynne V. Cheney
Robert F. Froehlke               993                  0                     0                 103,800
Heinz F. Hutter                1,018                  0                     0                 105,500
Anne P. Jones                  1,066                  0                     0                 110,800
Melvin R. Laird                  856                  0                     0                   97,800
Alan K. Simpson                  522                  0                     0                   62,400
  (part of year)
Edson W. Spencer               1,379                  0                     0                 127,000
Wheelock Whitney               1,068                  0                     0                 108,700
C. Angus Wurtele               1,093                  0                     0                 109,900
    

On Aug. 31, 1997, the Fund's directors and officers as a group owned less than 1% of the outstanding
shares.
</TABLE>


<PAGE>


*The Fund had a retirement plan for its independent board members.  The plan was
terminated April 30, 1996.

CUSTODIAN

The Funds' 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 with  sub-custodians or in central  depository  systems as allowed by
federal law.

INDEPENDENT AUDITORS

   
The Funds' financial  statements contained in their Annual Report, as of and for
the year ended Aug. 31, 1997,  are audited by  independent  auditors,  KPMG Peat
Marwick LLP, 4200 Norwest Center, 90 S. Seventh St., Minneapolis, MN 55402-3900.
IDS Life has agreed that it will send a copy of this  report and the  Semiannual
Report to every  annuity  contract  owner  having an interest in the funds.  The
independent  auditors also provide other accounting and tax-related  services as
requested by the Funds.
    

FINANCIAL STATEMENTS

   
The Independent  Auditors' Report and Financial  Statements,  including Notes to
the  Financial  Statements  and  the  Schedule  of  Investments  in  Securities,
contained in the 1997 Annual  Report to the  shareholders  of Capital  Resource,
International Equity,  Aggressive Growth, Special Income,  Moneyshare,  Managed,
Growth Dimensions,  Global Yield and Income Advantage Funds, pursuant to Section
30(d) of the Investment Company Act of 1940, as amended, are hereby incorporated
in this Statement of Additional  Information  by reference.  No other portion of
the Annual Report, however, is incorporated by reference.
    

PROSPECTUS

   
The prospectus dated Oct. 30, 1997, is hereby  incorporated in this Statement of
Additional Information by reference.
    


<PAGE>

APPENDIX A

DESCRIPTION OF CORPORATE  BOND RATINGS AND ADDITIONAL  INFORMATION ON INVESTMENT
POLICIES FOR INVESTMENTS OF CAPITAL RESOURCE,  SPECIAL INCOME,  GLOBAL YIELD AND
INCOME ADVANTAGE FUNDS

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

Aaa/AAA - Judged to be of the best  quality  and  carry the  smallest  degree of
investment risk. Interest and principal are secure.

Aa/AA - Judged to be high-grade  although margins of protection for interest and
principal may not be quite as good as Aaa or AAA rated securities.

A - Considered  upper-medium  grade.  Protection  for interest and  principal is
deemed adequate but may be susceptible to future impairment.

Baa/BBB -  Considered  medium-grade  obligations.  Protection  for  interest and
principal is adequate over the short-term;  however,  these obligations may have
certain speculative characteristics.

Ba/BB - Considered to have speculative elements.  The protection of interest and
principal payments may be very moderate.

B - Lack  characteristics  of the  desirable  investments.  There  may be  small
assurance over any long period of time of the payment of interest and principal.

Caa/CCC - Are of poor  standing.  Such  issues may be in default or there may be
risk with respect to principal or interest.

Ca/CC - Represent obligations that are highly speculative. Such issues are often
in default or have other marked shortcomings.

C - Are obligations  with a higher degree of speculation.  These securities have
major risk exposures to default.

D - Are in  payment  default.  The D rating is used when  interest  payments  or
principal payments are not made on the due date.

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



<PAGE>


Definitions of Zero-Coupon and Pay-In-Kind Securities

A  zero-coupon  security is a security  that is sold at a deep discount from its
face value and makes no periodic interest payments. The buyer of such a security
receives  a rate of return by gradual  appreciation  of the  security,  which is
redeemed at face value on the maturity date.

A pay-in-kind  security is a security in which the issuer has the option to make
interest payments in cash or in additional securities.  The securities issued as
interest  usually  have  the  same  terms,   including  maturity  date,  as  the
pay-in-kind securities.



<PAGE>


APPENDIX B

FOREIGN CURRENCY TRANSACTIONS FOR INVESTMENTS OF ALL FUNDS EXCEPT MONEYSHARE

Since  investments in foreign  companies  usually involve  currencies of foreign
countries,  and since the Fund may hold cash and cash-equivalent  investments in
foreign  currencies,  the value of the Fund'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, the Fund may incur costs in connection
with conversions between various currencies.

Spot  Rates and  Forward  Contracts.  The Fund  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.

The Fund may enter into forward  contracts to settle a security  transaction  or
handle  dividend and interest  collection.  When the Fund 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,  the Fund 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.

The Fund also may enter  into  forward  contracts  when  management  of the Fund
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 of the  fund's  portfolio  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.  The
Fund will not enter into such  forward  contracts  or maintain a net exposure to
such  contracts  when  consummating  the  contracts  would  obligate the Fund to
deliver  an  amount of  foreign  currency  in excess of the value of the  Fund's
portfolio securities or other assets denominated in that currency.

The Fund will  designate  cash or  securities in an amount equal to the value of
the Fund'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 the Fund's
commitments on such contracts.



<PAGE>


At  maturity  of a forward  contract,  the Fund may  either  sell the  portfolio
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 the  Fund  retains  the  portfolio  security  and  engages  in an  offsetting
transaction,  the Fund will incur a gain or a loss (as  described  below) to the
extent there has been movement in forward contract  prices.  If the Fund 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 the Fund enters into a forward  contract for selling  foreign  currency and
the date it enters  into an  offsetting  contract  for  purchasing  the  foreign
currency,  the fund will  realize a gain to the extent 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,  the Fund 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 the
Fund 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 the Fund 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  portfolio  security if its market  value  exceeds the amount of
foreign currency the Fund is obligated to deliver.

The  Fund's  dealing in forward  contracts  will be limited to the  transactions
described  above.  This method of protecting  the value of the Fund's  portfolio
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 the Fund 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  shareholders  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 the Fund at one rate,
while  offering a lesser rate of exchange  should the Fund desire to resell that
currency to the dealer.

Options  on  Foreign  Currencies.  The Fund 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  portfolio  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 portfolio  securities,  the Fund may buy put options
on the foreign  currency.  If the value of the currency does  decline,  the Fund
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 its portfolio which
otherwise would have resulted.


<PAGE>


As in the case of other  types of  options,  however,  the  benefit  to the Fund
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,  the
Fund 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.

The Fund may write options on foreign  currencies  for the same types of hedging
purposes.  For example,  when the Fund 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 portfolio  securities  will be
fully or partially offset by the amount of the premium received.

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 the Fund 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,  the Fund 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 the Fund 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 its  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 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 the fund to liquidate open positions at a profit
prior to  exercise  or  expiration,  or to limit  losses in the event of adverse
market movements.



<PAGE>


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 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

The Fund may enter into currency futures  contracts to sell currencies.  It also
may buy put 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.  The Fund may use  currency  futures  for the  same  purposes  as
currency  forward  contracts,   subject  to  CFTC  limitations,   including  the
limitation  on the  percentage  of  assets  that may be used,  described  in the
prospectus.  All futures contracts are aggregated for purposes of the percentage
limitations.  Global Yield and Income  Advantage  funds may enter into  currency
futures contracts to buy currencies.

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
the  Fund's  investments.  A  currency  hedge,  for  example,  should  protect a
Yen-denominated bond against a decline in the Yen, but will not protect the Fund
against price decline if the issuer's creditworthiness deteriorates. Because the
value of the Fund'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 the Fund's  investments
denominated in that currency over time.

The Fund will not use leverage in its options and futures  strategies.  The Fund
will hold  securities  or other  options or futures  positions  whose values are
expected  to offset its  obligations.  The Fund will not enter into an option or
futures  position that exposes the fund 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.



<PAGE>


APPENDIX C

DESCRIPTION OF MONEY MARKET SECURITIES

Certificates  of Deposit -- A  certificate  of deposit is a  negotiable  receipt
issued by a bank or savings and loan  association in exchange for the deposit of
funds. The issuer agrees to pay the amount deposited, plus interest, on the date
specified on the certificate.

Time Deposit -- A time deposit is a non-negotiable deposit in a bank for a fixed
period of time.

Bankers'  Acceptances -- A bankers'  acceptance  arises from a short-term credit
arrangement  designed to enable businesses to obtain funds to finance commercial
transactions.  It is a time draft  drawn on a bank by an exporter or an importer
to obtain a stated amount of funds to pay for specific merchandise. The draft is
then "accepted" by a bank that, in effect, unconditionally guarantees to pay the
face value of the instrument on its maturity date.

Commercial  Paper  --  Commercial  paper  is  generally   defined  as  unsecured
short-term  notes  issued in bearer form by large  well-known  corporations  and
finance  companies.  Maturities on  commercial  paper range from one day to nine
months.

Commercial  paper rated A by  Standard & Poor's  Corporation  has the  following
characteristics:   Liquidity  ratios  are  better  than  the  industry  average.
Long-term senior debt rating is "A" or better. The issuer has access to at least
two  additional  channels of  borrowing.  Basic  earnings  and cash flow have an
upward trend with  allowances  made for unusual  circumstances.  Typically,  the
issuer's industry is well  established,  the issuer has a strong position within
its industry and the  reliability  and quality of  management  is  unquestioned.
Issuers  rated  A are  further  rated  by use of  numbers  1, 2 and 3 to  denote
relative strength within this highest classification.

A Prime  rating is the  highest  commercial  paper  rating  assigned  by Moody's
Investors  Services Inc. Issuers rated Prime are further rated by use of numbers
1, 2 and 3 to denote relative strength within this highest classification. Among
the factors  considered  by Moody's in  assigning  ratings for an issuer are the
following:  (1)  management;  (2)  economic  evaluation  of the  industry and an
appraisal of speculative  type risks which may be inherent in certain areas; (3)
competition and customer acceptance of products;  (4) liquidity;  (5) amount and
quality of long-term debt; (6) ten year earnings trends;  (7) financial strength
of a parent company and the relationships  which exist with the issuer;  and (8)
recognition by management of obligations  which may be present or may arise as a
result of public interest questions and preparations to meet such obligations.

Letters of Credit -- A letter of credit is a  short-term  note  issued in bearer
form with a bank letter of credit which provides that the bank pay to the bearer
the amount of the note upon presentation.

U.S.  Treasury Bills -- Treasury bills are issued with  maturities of any period
up to one year.  Three-month  and six-month  bills are currently  offered by the
Treasury on 13-week and 26-week cycles  respectively and are auctioned each week
by the Treasury.  Treasury bills are issued in book entry form and are sold only
on a discount basis, i.e. the

<PAGE>


difference  between  the  purchase  price  and the  maturity  value  constitutes
interest income for the investor. If they are sold before maturity, a portion of
the income received may be a short-term capital gain.

U.S.  Government  Agency  Securities  --  Federal  agency  securities  are  debt
obligations  which  principally   result  from  lending  programs  of  the  U.S.
government.  Housing  and  agriculture  have  traditionally  been the  principal
beneficiaries  of Federal credit  programs,  and agencies  involved in providing
credit to agriculture and housing account for the bulk of the outstanding agency
securities.

Repurchase  Agreements -- A repurchase  agreement  involves the  acquisition  of
securities  by the  Portfolio,  with  the  concurrent  agreement  by a bank  (or
securities  dealer  if  permitted  by  law  or  regulation),  to  reacquire  the
securities at the portfolio's cost, plus interest,  within a specified time. The
Portfolio  thereby receives a fixed rate of return on this investment,  one that
is insulated from market and rate  fluctuations  during the holding  period.  In
these transactions,  the securities acquired by the Portfolio have a total value
equal to or in excess of the value of the  repurchase  agreement and are held by
the Portfolio's custodian until required.  Pursuant to guidelines established by
the Fund's board of directors,  the  creditworthiness  of the other party to the
transaction is considered and the value of those  securities  held as collateral
is monitored to ensure that such value is maintained at the required level.

If AEFC becomes aware that a security  owned by a Fund is  downgraded  below the
second  highest  rating,  AEFC will either sell the security or recommend to the
Fund's board of directors why it should not be sold.



<PAGE>


APPENDIX D

OPTIONS AND STOCK INDEX FUTURES  CONTRACTS FOR INVESTMENTS OF CAPITAL  RESOURCE,
INTERNATIONAL EQUITY,  AGGRESSIVE GROWTH,  MANAGED, GROWTH DIMENSIONS AND GLOBAL
YIELD FUNDS

Capital Resource,  International  Equity,  Aggressive  Growth,  Managed,  Growth
Dimensions and Global Yield funds may buy or write options traded on any U.S. or
foreign  exchange  or in the  over-the-counter  market.  The Fund may enter into
stock index futures contracts traded on any U.S. or foreign  exchange.  The Fund
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
investment manager believes a liquid secondary market exists for the options and
only from dealers and  institutions  the investment  manager  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,  the Fund could be
required to buy or sell securities at disadvantageous  prices, thereby incurring
losses. Managed and Global Yield Funds also may enter into interest rate futures
contracts - see Appendix E.

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  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  and  futures  contracts  may  benefit  a fund and its  shareholders  by
improving the fund'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.  They also may
be used  for  investment.  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

<PAGE>


purchased,  a fund  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 fund for investment purposes. Options
permit  a fund to  experience  the  change  in the  value of a  security  with a
relatively small initial cash  investment.  The risk a fund assumes when it buys
an option is the loss of the premium.  To be beneficial to a fund,  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 subsequent sale (in the case of
a call) or  purchase  (in the case 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.  Each Fund will write covered options when it feels it
is appropriate and will follow these guidelines:

'Underlying securities will continue to be bought or sold solely on the basis of
investment considerations consistent with each Fund's goal.

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

'Each  Fund 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.)

'Each  Fund will  write  options  only as  permitted  under  applicable  laws or
regulations,  such as those that limit the amount of total assets subject to the
options.  Some regulations  also affect the Custodian.  When a covered option is
written,  the  Custodian  segregates  the  underlying  securities,  and issues a
receipt.  There are certain rules regarding banks issuing such receipts that may
restrict the amount of covered call options written.  Furthermore,  each fund is
limited to pledging not more than 15% of the cost of its total assets.

Net  premiums on call  options  closed or premiums on expired  call  options are
treated as  short-term  capital  gains.  Since each Fund 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 the Fund.  The
premium received upon writing the option is added to the proceeds  received from
the sale of the security.  The Fund will  recognize a capital gain or loss based
upon the  difference  between the proceeds and the  security's  basis.  Premiums
received from writing  outstanding  options are included as a deferred credit in
the Statement of Assets and Liabilities and adjusted daily to the current market
value.


<PAGE>


Options on many  securities  are listed on options  exchanges.  If a Fund writes
listed options, it will follow the rules of the options exchange.  The Custodian
will segregate the underlying securities and issue a receipt.  There are certain
rules  regarding  issuing such  receipts that may restrict the amount of covered
call  options  written.  Further the Funds are limited to pledging not more than
15% of the cost of their  total  assets.  Options are valued at the close of the
New York Stock Exchange.  An option listed on a national exchange 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.

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 fund 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,  the fund will gain
$500 x (154-150) or $2,000. If the fund 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, the fund 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 the Fund upon entering into stock index futures contracts.  However,
the Fund  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 the Fund 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 the fund upon  termination  of the
contract, assuming all contractual obligations have been satisfied.



<PAGE>


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 fund  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, the fund 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, the fund would be required to make
a variation margin payment to the broker equal to the decline in value.

How These Funds Would Use Stock Index Futures Contracts. The Funds intend to use
stock  index  futures  contracts  and  related  options  for hedging and not for
speculation.  Hedging permits a fund to gain rapid exposure to or protect itself
from changes in the market. For example, a fund 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, the Fund 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 Fund may enter into contracts with respect to any stock index or sub-index. To
hedge the  Fund's  portfolio  successfully,  however,  the fund must  enter into
contracts  with respect to indexes or  sub-indexes  whose  movements will have a
significant  correlation  with movements in the prices of the Fund's  individual
portfolio securities.

Special Risks of Transactions in Stock Index Futures Contracts.

1. Liquidity. Each Fund 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 the fund. The Fund 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 the Fund,  and the Fund 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 the Funds intend 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,  the
Fund 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.



<PAGE>


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
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  stock  index  futures  contracts  and  movements  in the  value of
securities  subject to the hedge.  If this occurred,  a fund could lose money on
the  contracts  and also  experience  a decline  in the  value of its  portfolio
securities.  While this could occur,  the investment  manager believes that over
time the value of the Fund's  portfolio  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 the
fund's portfolio securities sought to be hedged. It is also possible that if the
Fund has  hedged  against  a  decline  in the  value of the  stocks  held in its
portfolio and stock prices increase  instead,  the Fund 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 the Fund 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.
The Fund 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, the fund 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 fund
exercising a put, for example, would receive the difference between the exercise
price 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 stock index futures contract or on a stock index

<PAGE>


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.  The funds 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 the funds
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 fund 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, each Fund 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 the Fund 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 stock indexes is currently  unclear,  although the Funds'
tax advisers  currently believe marking to market is not required.  Depending on
developments,  a fund may seek Internal Revenue Service (IRS) rulings clarifying
questions concerning such treatment.  Certain provisions of the Internal Revenue
Code may also limit a fund's ability to engage in futures  contracts and related
options  transactions.  For example,  at the close of each quarter of the Fund'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 fund may be  required  to defer  closing  out a contract
beyond the time when it might  otherwise be advantageous to do so. The fund 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.

Accounting  for  futures  contracts  will be  according  to  generally  accepted
accounting principles.  Initial margin deposits will be recognized as assets due
from a broker (the fund'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.


<PAGE>


APPENDIX E

OPTIONS AND INTEREST RATE FUTURES  CONTRACTS FOR  INVESTMENTS OF SPECIAL INCOME,
MANAGED, GLOBAL YIELD AND INCOME ADVANTAGE FUNDS

The Funds may buy or write options traded on any U.S. or foreign  exchange or in
the  over-the-counter  market.  The Fund may enter into  interest  rate  futures
contracts traded on any U.S. or foreign exchange. The Fund also may buy or write
put and call options on these futures.  Options in the  over-the-counter  market
will be purchased only when the investment  manager  believes a liquid secondary
market  exists  for the  options  and only from  dealers  and  institutions  the
investment  manager  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,  the fund could be required to buy or sell  securities at
disadvantageous prices, thereby incurring losses. Managed and Global Yield Funds
also may enter into stock index futures contracts - see Appendix D.

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  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 stock 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  value 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 (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.

Options  can  be  used  to  produce  incremental  earnings,  protect  gains  and
facilitate  buying and selling  securities for investment  purposes.  The use of
options  and  futures  contracts  may  benefit  a fund and its  shareholders  by
improving the fund'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.  They also may
be used  for  investment.  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,  the fund  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

<PAGE>


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 fund for investment purposes. Options
permit  the fund to  experience  the  change in the value of a  security  with a
relatively small initial cash investment. The risk the fund assumes when it buys
an option is the loss of the premium. To be beneficial to the fund, 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 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 fund will write covered options when it feels it is
appropriate and will follow these guidelines:

'Underlying securities will continue to be bought or sold solely on the basis of
investment considerations consistent with the fund's goal.

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

'The  fund  will  write  options  only as  permitted  under  applicable  laws or
regulations,  such as those that limit the amount of total assets subject to the
options.

Net  premiums on call  options  closed or premiums on expired  call  options are
treated  as  short-term  capital  gains.  Since a fund 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 the fund.  The
fund will recognize a capital gain or loss based upon the difference between the
proceeds and the security's basis.

Options on many  securities  are listed on options  exchanges.  If a fund writes
listed options,  it will follow the rules of the options  exchange.  Options are
valued  at the  close of the New York  Stock  Exchange.  An  option  listed on a
national exchange 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.

FUTURES CONTRACTS. A futures contract is an agreement between two parties to buy
and sell a security for a set price on a future date. They have been established
by boards of trade which have been designated  contract markets by the Commodity
Futures Trading Commission (CFTC). Futures contracts trade on these markets in a
manner similar to the way a stock trades on a stock exchange,  and the boards of
trade,  through  their  clearing  corporations,  guarantee  performance  of  the
contracts.  Currently, there are futures contracts based on such debt securities
as long-term U.S.  Treasury bonds,  Treasury notes,  GNMA modified  pass-through
mortgage-backed securities, three-month

<PAGE>


U.S.  Treasury bills and bank  certificates of deposit.  While futures contracts
based  on  debt  securities  do  provide  for the  delivery  and  acceptance  of
securities, such deliveries and acceptances are very seldom made. Generally, the
futures  contract is terminated by entering into an offsetting  transaction.  An
offsetting  transaction  for a futures  contract  sale is  effected  by the fund
entering into a futures  contract  purchase for the same aggregate amount of the
specific type of financial  instrument  and same delivery  date. If the price in
the sale exceeds the price in the offsetting  purchase,  the fund immediately is
paid the  difference  and  realizes a gain.  If the  offsetting  purchase  price
exceeds  the sale  price,  the fund pays the  difference  and  realizes  a loss.
Similarly,  closing  out a futures  contract  purchase  is  effected by the fund
entering into a futures  contract sale. If the offsetting sale price exceeds the
purchase  price,  the fund realizes a gain, and if the offsetting  sale price is
less than the purchase  price,  the fund  realizes a loss. At the time a futures
contract is made, a good-faith  deposit called initial margin is set up within a
segregated  account at the fund's  custodian bank. The initial margin deposit is
approximately  1.5% of a contract's face value.  Daily  thereafter,  the futures
contract is valued and the payment of variation  margin is required so that each
day the  fund  would  pay out cash in an  amount  equal  to any  decline  in the
contract's  value or receive cash equal to any  increase.  At the time a futures
contract is closed out, a nominal  commission is paid,  which is generally lower
than the commission on a comparable transaction in the cash markets.

The purpose of a futures contract,  in the case of a portfolio holding long-term
debt  securities,  is to gain the benefit of changes in interest  rates  without
actually buying or selling  long-term debt  securities.  For example,  if a fund
owned  long-term  bonds and interest  rates were expected to increase,  it might
enter into futures  contracts to sell securities  which would have much the same
effect as selling some of the long-term  bonds it owned.  Futures  contracts are
based on types of debt  securities  referred to above,  which have  historically
reacted to an increase or decline in interest rates in a fashion  similar to the
debt securities the fund owns. If interest rates did increase,  the value of the
debt  securities in the  portfolio  would  decline,  but the value of the fund's
futures contracts would increase at approximately the same rate, thereby keeping
the net asset value of the fund from  declining  as much as it  otherwise  would
have. If, on the other hand, the fund held cash reserves and interest rates were
expected to decline,  the fund might enter into interest rate futures  contracts
for the purchase of securities.  If short-term  rates were higher than long-term
rates,  the ability to continue  holding these cash  reserves  would have a very
beneficial  impact on the fund's  earnings.  Even if  short-term  rates were not
higher,  the fund would still  benefit from the income  earned by holding  these
short-term investments. At the same time, by entering into futures contracts for
the purchase of  securities,  the fund could take  advantage of the  anticipated
rise in the value of  long-term  bonds  without  actually  buying them until the
market had stabilized.  At that time, the futures  contracts could be liquidated
and the fund's cash reserves  could then be used to buy  long-term  bonds on the
cash market.  The fund could  accomplish  similar  results by selling bonds with
long maturities and investing in bonds with short maturities when interest rates
are  expected to increase or by buying  bonds with long  maturities  and selling
bonds with short maturities when interest rates are expected to decline.  But by
using futures  contracts as an investment tool,  given the greater  liquidity in
the futures  market than in the cash market,  it might be possible to accomplish
the  same  result  more  easily  and more  quickly.  Successful  use of  futures
contracts  depends on the  investment  manager's  ability to predict  the future
direction  of  interest  rates.  If  the  investment   manager's  prediction  is
incorrect,  the fund would have been better off had it not entered  into futures
contracts.



<PAGE>


OPTIONS ON  FUTURES  CONTRACTS.  Options  give the holder a right to buy or sell
futures contracts in the future.  Unlike a futures contract,  which requires the
parties to the contract to buy and sell a security on a set date, an option on a
futures contract merely entitles its holder to decide on or before a future date
(within nine months of the date of issue) whether to enter into such a contract.
If the holder  decides not to enter into the  contract,  all that is lost is the
amount  (premium)  paid for the  option.  Furthermore,  because the value of the
option is fixed at the point of sale,  there  are no daily  payments  of cash to
reflect the change in the value of the underlying  contract.  However,  since an
option  gives the buyer the right to enter into a contract  at a set price for a
fixed  period of time,  its value does change daily and that change is reflected
in the net asset value of the fund.

Risks.  There are risks in engaging in each of the  management  tools  described
above. The risk a fund assumes when it buys an option is the loss of the premium
paid for the option. Purchasing options also limits the use of monies that might
otherwise be available for long-term investments.

The risk involved in writing  options on futures  contracts the fund owns, or on
securities  held in its  portfolio,  is that there  could be an  increase in the
market value of such contracts or securities. If that occurred, the option would
be exercised and the asset sold at a lower price than the cash market price.  To
some extent,  the risk of not realizing a gain could be reduced by entering into
a closing  transaction.  The fund  could  enter  into a closing  transaction  by
purchasing an option with the same terms as the one it had previously  sold. The
cost to close the option and terminate the fund's obligation,  however, might be
more or less than the  premium  received  when it  originally  wrote the option.
Furthermore,  the  fund  might  not be able  to  close  the  option  because  of
insufficient activity in the options market.

A risk in employing futures contracts to protect against the price volatility of
portfolio  securities  is that the  prices  of  securities  subject  to  futures
contracts  may not correlate  perfectly  with the behavior of the cash prices of
the fund's portfolio  securities.  The correlation may be distorted  because the
futures  market is dominated by  short-term  traders  seeking to profit from the
difference  between a contract  or  security  price and their  cost of  borrowed
funds.  Such  distortions are generally minor and would diminish as the contract
approached maturity.

Another  risk is that  the  fund's  investment  manager  could be  incorrect  in
anticipating as to the direction or extent of various interest rate movements or
the time span within which the movements  take place.  For example,  if the fund
sold futures contracts for the sale of securities in anticipation of an increase
in interest  rates,  and interest  rates declined  instead,  the fund would lose
money on the sale.

TAX TREATMENT.  As permitted under federal income tax laws, each fund 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 the fund 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 is
currently unclear, although the funds' tax advisers currently believe marking to
market is not  required.  Depending on  developments,  a fund may seek  Internal
Revenue Service (IRS) rulings  clarifying  questions  concerning such treatment.
Certain  provisions of the Internal Revenue Code may also limit a fund's ability
to engage

<PAGE>


in futures contracts and related options transactions. For example, at the close
of each  quarter of the fund'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 fund may be  required  to defer  closing  out a contract
beyond the time when it might  otherwise be advantageous to do so. The fund 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.

Accounting  for  futures  contracts  will be  according  to  generally  accepted
accounting principles.  Initial margin deposits will be recognized as assets due
from a broker (the fund'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.



<PAGE>


APPENDIX F

MORTGAGE-BACKED SECURITIES AND ADDITIONAL INFORMATION ON INVESTMENT POLICIES FOR
ALL FUNDS EXCEPT MONEYSHARE

GNMA Certificates

The Government National Mortgage  Association (GNMA) is a wholly owned corporate
instrumentality  of the United States within the Department of Housing and Urban
Development.  GNMA certificates are  mortgage-backed  securities of the modified
pass-through  type,  which  means  that both  interest  and  principal  payments
(including  prepayments)  are  passed  through  monthly  to  the  holder  of the
certificate.  Each  certificate  evidences  an  interest  in a specific  pool of
mortgage loans insured by the Federal Housing Administration or the Farmers Home
Administration  or  guaranteed  by the  Veterans  Administration.  The  National
Housing  Act  provides  that the full faith and  credit of the United  States is
pledged to the timely  payment of principal  and interest by GNMA of amounts due
on these  certificates.  GNMA is empowered to borrow without limitation from the
U.S. Treasury, if necessary, to make such payments.

Underlying  Mortgages  of the Pool.  Pools  consist of whole  mortgage  loans or
participation  in loans.  The majority of these loans are made to  purchasers of
1-4  member  family  homes.  The  terms  and  characteristics  of  the  mortgage
instruments  generally are uniform  within a pool but may vary among pools.  For
example, in addition to fixed-rate fixed-term  mortgages,  the Fund may purchase
pools of variable rate mortgages,  growing equity  mortgages,  graduated payment
mortgages and other types.

All servicers apply standards for  qualification  to local lending  institutions
which  originate  mortgages  for the  pools.  Servicers  also  establish  credit
standards and  underwriting  criteria for individual  mortgages  included in the
pools. In addition, many mortgages included in pools are insured through private
mortgage insurance companies.

Average Life of GNMA Certificates.  The average life of GNMA certificates varies
with the maturities of the underlying  mortgage  instruments  which have maximum
maturities of 30 years. The average life is likely to be substantially less than
the original  maturity of the mortgage  pools  underlying  the securities as the
result of prepayments or refinancing of such  mortgages.  Such  prepayments  are
passed through to the  registered  holder with the regular  monthly  payments of
principal and interest.

As prepayment  rates vary widely,  it is not possible to accurately  predict the
average life of a particular  pool. It is customary in the mortgage  industry in
quoting  yields on a pool of 30-year  mortgages  to compute  the yield as if the
pool were a single loan that is amortized  according  to a 30-year  schedule and
that is  prepaid  in full at the end of the 12th year.  For this  reason,  it is
standard  practice  to  treat  GNMA  certificates  as  30-year   mortgage-backed
securities which prepay fully in the 12th year.

Calculation of Yields.  Yields on pass-through  securities are typically  quoted
based on the maturity of the underlying  instruments and the associated  average
life assumption.

Actual  pre-payment  experience  may cause the yield to differ  from the assumed
average life yield. When mortgage rates drop,  pre-payments will increase,  thus
reducing the yield.  Reinvestment of  pre-payments  may occur at higher or lower
interest rates than the

<PAGE>


original investment,  thus affecting the yield of a fund. The compounding effect
from  reinvestments of monthly  payments  received by the fund will increase the
yield to  shareholders  compared to bonds that pay interest  semi-annually.  The
yield  also may be  affected  if the  certificate  was  issued at a  premium  or
discount,  rather than at par. This also applies after issuance to  certificates
trading in the secondary market at a premium or discount.

"When-Issued"  GNMA  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 the fund. Payment
and interest terms, however, are fixed at the time the purchaser enters into the
commitment.  However,  the  yield  on a  comparable  GNMA  certificate  when the
transaction  is consummated  may vary from the yield on the GNMA  certificate at
the time that the when-issued  transaction was made. A fund does not pay for the
securities or start earning  interest on them until the  contractual  settlement
date.  When-issued  securities are subject to market  fluctuations  and they may
affect the fund's gross assets the same as owned securities.

Market for GNMA  Certificates.  Since the inception of the GNMA  mortgage-backed
securities  program in 1970,  the amount of GNMA  certificates  outstanding  has
grown  rapidly.  The size of the  market  and the  active  participation  in the
secondary market by securities dealers and many types of investors make the GNMA
certificates a highly liquid instrument. Prices of GNMA certificates are readily
available from securities  dealers and depend on, among other things,  the level
of market  interest  rates,  the  certificate's  coupon rate and the  prepayment
experience of the pool of mortgages underlying each certificate.

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  repayments) 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. 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.

Managed,  Special Income,  Global Yield and Income Advantage Funds may invest in
securities   called  "inverse   floaters".   Inverse  floaters  are  created  by
underwriters  using the  interest  payments  on  securities.  A  portion  of the
interest  received is paid to holders of instruments  based on current  interest
rates for  short-term  securities.  What is left over,  less a servicing fee, is
paid to holders of the inverse floaters.  As interest rates go down, the holders
of the inverse floaters receive more income and an increase in the price for the
inverse  floaters.  As interest rates go up, the holders of the inverse floaters
receive less income and a decrease in the price for the inverse floaters.



<PAGE>


All Funds except Moneyshare may purchase some securities in advance of when they
are issued.  Price and rate of interest are set on the date the  commitments are
given but no payment is made or interest  earned  until the date the  securities
are issued,  usually within two months,  but other terms may be negotiated.  The
commitment  requires  the  Fund to buy the  security  when it is  issued  so the
commitment  is valued  daily the same way as owning a security  would be valued.
The Fund's  custodian will  maintain,  in a segregated  account,  cash or liquid
high-grade  debt  securities  that are  marked to market  daily and are at least
equal in value to the Fund's  commitments to purchase the  securities.  The Fund
may sell the commitment just like it can sell a security.  Frequently,  the Fund
has the opportunity to sell the commitment back to the institution that plans to
issue the security and at the same time enter into a new  commitment to purchase
a when-issued  security in the future. For rolling its commitment  forward,  the
Fund realizes a gain or loss on the sale of the current commitment or receives a
fee for entering into the new commitment.

Managed,  Special Income,  Growth Dimensions,  Global Yield and Income Advantage
Funds 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. The portfolio would buy
or sell  covered MBS call spread  options in  situations  where  mortgage-backed
securities are expected to under perform like-duration Treasury securities.



<PAGE>


APPENDIX G

DOLLAR-COST AVERAGING

A technique that works well for many investors is one that eliminates random buy
and sell  decisions.  One such  system  is  dollar-cost  averaging.  Dollar-cost
averaging  involves building a portfolio through the investment of fixed amounts
of money on a regular basis  regardless  of the unit value or market  condition.
This may enable an investor to smooth out the effects of the  volatility  of the
financial markets. By using this strategy, more units will be purchased when the
price  is low and less  when  the  price  is  high.  As the  accompanying  chart
illustrates,  dollar-cost averaging tends to keep the average price paid for the
units  lower than the average  price of units  purchased,  although  there is no
guarantee.

While this  technique  does not ensure a profit and does not  protect  against a
loss if the market declines, it is an effective way for many contract owners who
can continue investing through changing market conditions,  including times when
the price of their units falls or the market  declines,  to accumulate  units to
meet long term goals.

Dollar-cost averaging

- ------------  ------------------------ -----------------------
  Regular       Market Value of an            Accumulation
Investment       Accumulation Unit           Units Acquired
- ------------  ------------------------ -----------------------
    $100              $   6                      16.7
     100                  4                      25.0
     100                  4                      25.0
     100                  6                      16.7
     100                  5                      20.0
    $500               $ 25                     103.4

Average market price of an accumulation unit over 5 periods:
$5 ($25 divided by 5).
The average price you paid for each accumulation unit:
$4.84 ($500 divided by 103.4).


<PAGE>







                                   STATEMENT OF ADDITIONAL INFORMATION

                                                   FOR

                              IDS Life Investment Series, Inc.
                                     IDS Life Capital Resource Fund
                                     IDS Life International Equity Fund
                                     IDS Life Aggressive Growth Fund
                              IDS Life Special Income Fund, Inc.
                                     IDS Life Special Income Fund
                              IDS Life Moneyshare Fund, Inc.
                              IDS Life Managed Fund, Inc.

   
                                              Oct. 30, 1997
    

This Statement of Additional  Information (SAI), is not a prospectus.  It should
be read  together  with  the  Funds'  prospectus  and the  financial  statements
contained  in the  Funds'  Annual  Report  which,  if  not  included  with  your
prospectus, may be obtained without charge.

   
This SAI is dated Oct. 30, 1997, and it is to be used with the Funds' prospectus
dated Oct. 30, 1997. It is also to be used with the Funds' Annual Report for the
fiscal year ended Aug. 31, 1997.



IDS Life Insurance Company
IDS Tower 10
Minneapolis, MN  55440-0010
800-633-4003
    

<PAGE>


                                            TABLE OF CONTENTS

Goals and Investment Policies                                    See Prospectus

Additional Investment Policies                                             p. 4

Portfolio Transactions                                                    p. 18

Brokerage Commissions Paid to Brokers
Affiliated with IDS Life                                                  p. 22

Performance Information                                                   p. 23

Valuing Each Fund's Shares                                                p. 26

Investing in the Funds                                                    p. 28

Redeeming Shares                                                          p. 29

Taxes                                                                     p. 29

Agreements with IDS Life and American Express Financial
Corporation                                                               p. 29

Directors and Officers                                                    p. 35

Custodian                                                                 p. 40

Independent Auditors                                                      p. 41

Financial Statements                                See Annual Report and p. 41

Prospectus                                                                p. 41

Appendix A:    Description of Corporate Bond Ratings and
               Additional Information on Investment Policies
               for Investments of Capital Resource and Special
               Income Funds                                               p. 42

Appendix B:    Foreign Currency Transactions for Investments
               of all Funds except Moneyshare                             p. 44

Appendix C:    Description of Money Market Securities                     p. 48

Appendix D:    Options and Stock Index Futures Contracts for
               Investments of Capital Resource, International
               Equity, Aggressive Growth and Managed Funds                p. 50

Appendix E:    Options and Interest Rate Futures Contracts for
               Investments of Special Income and Managed Funds            p. 56


<PAGE>


Appendix F:    Mortgage-backed securities and Additional
               Information on Investment Policies for all
               Funds except Moneyshare                                    p. 61

Appendix G:    Dollar-Cost Averaging                                      p. 64


<PAGE>


ADDITIONAL INVESTMENT POLICIES

In addition to the investment  goals and policies  presented in the  prospectus,
each Fund has the investment policies stated below.

Unless the  holders of a majority of the  outstanding  shares (as defined in the
section entitled "Voting rights" of the prospectus) of Capital Resource agree to
a change, Capital Resource will not:

'Invest more than 5% of its total assets,  at market value, 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.  Up to 25% of the  Fund's  total  assets may be
invested without regard to this 5% limitation.

'Purchase  securities  of an issuer if the  directors  and officers of the Fund,
American Express  Financial  Corporation  (AEFC) and IDS Life Insurance  Company
(IDS  Life)  hold more than a certain  percentage  of the  issuer's  outstanding
securities.  If the holdings of all officers and directors of the Fund, AEFC and
IDS Life who own more than 0.5% of an issuer's  securities  are added  together,
and if in total they own more than 5%, the Fund will not purchase  securities of
that issuer.

'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
the Fund's total assets  (including  borrowings)  less  liabilities  (other than
borrowings)  immediately  after  the  borrowing.  The  Fund  will  not  purchase
additional  portfolio  securities at any time  borrowing for temporary  purposes
exceeds 5%. The Fund has not  borrowed in the past and has no present  intention
to borrow.

   
'Lend portfolio  securities in excess of 30% of the Fund's net assets, at market
value.  The current  policy of the Fund's  board of  directors  is to make these
loans, either long- or short-term, to broker-dealers.  In making such loans, the
Fund 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 of directors. If the market price of the loaned securities
goes up, the Fund 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. A loan will not be made  unless the  opportunity  for
additional  income  outweighs the risks.  During the existence of the loan,  the
Fund receives cash  payments  equivalent to all interest or other  distributions
paid on the loaned securities.
    

'Act  as an  underwriter  (sell  securities  for  others).  However,  under  the
securities  laws, the Fund may be deemed to be an underwriter  when it purchases
securities directly from the issuer and later resells them. It may be considered
an underwriter under securities laws when it sells restricted securities.

'Concentrate in any one industry. According to the present interpretation by the
Securities  and  Exchange  Commission  (SEC),  this  means no more than 25% of a
Fund'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.



<PAGE>


'Buy or sell physical  commodities  unless  acquired as a result of ownership of
securities  or other  instruments,  except  this shall not prevent the Fund 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.

'Buy or sell real estate, unless acquired as a result of ownership of securities
or other  instruments,  except this shall not prevent the Fund from investing in
securities or other instruments backed by real estate or securities of companies
engaged in the real estate business.

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

Unless changed by the board of directors, Capital Resource will not:

   
'Buy on margin or sell short, except the Fund may enter into stock index futures
contracts.
    

'Invest in a company to control or manage it.

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

'Invest more than 10% of its total assets in securities of investment companies.

   
'Invest more than 5% of its net assets in warrants.
    

'Invest  more than 10% of the  Fund's 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 investment manager, under
guidelines  established  by the board of  directors,  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 investment manager,  under guidelines established by the board of directors,
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.

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  The Fund may purchase  short-term  U.S.  and  Canadian  government
securities.  The Fund may purchase  short-term  corporate  notes and obligations
rated in the top two  classifications by Moody's and S&P or the equivalent.  The
Fund may invest in bank obligations including negotiable certificates of deposit
(CDs),  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

<PAGE>


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 that  Fund's  limitations  on foreign  investments.  The Fund may use
repurchase  agreements  with  broker-dealers  registered  under  the  Securities
Exchange  Act of 1934 and with  commercial  U.S.  banks.  A risk of a repurchase
agreement is that if the seller seeks the protection of the bankruptcy laws, the
Fund's ability to liquidate the security involved could be impaired.

The Fund may make contracts to purchase securities for a fixed price at a future
date  beyond  normal   settlement  time   (when-issued   securities  or  forward
commitments).  A Fund does not pay for the  securities  or receive  dividends or
interest on them until the  contractual  settlement  date. The Fund's  custodian
will  maintain,  in  a  segregated  account,  cash  or  liquid  high-grade  debt
securities  that are marked to market  daily and are at least  equal in value to
the Fund's  commitments to purchase the  securities.  When-issued  securities or
forward  commitments are subject to market  fluctuations and they may affect the
fund's total assets the same as owned securities.

Unless the  holders of a majority of the  outstanding  shares (as defined in the
section  entitled  "Voting  rights" of the prospectus) of  International  Equity
agree to a change, International Equity will not:

'Invest more than 5% of its total assets,  at market value, 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.  Up to 25% of the  Fund's  total  assets may be
invested without regard to this 5% limitation.

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

'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
the Fund's total assets  (including  borrowings)  less  liabilities  (other than
borrowings)  immediately  after  the  borrowing.  The  Fund  will  not  purchase
additional  portfolio  securities at any time  borrowing for temporary  purposes
exceeds 5%. The Fund has not  borrowed in the past and has no present  intention
to borrow.

'Lend portfolio  securities in excess of 30% of the Fund's net assets, at market
value.  The current  policy of the Fund's  board of  directors  is to make these
loans, either long- or short-term, to broker-dealers.  In making such loans, the
Fund 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 of directors. If the market price of the loaned securities
goes up, the Fund 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. A loan will not be made  unless the  opportunity  for
additional  income  outweighs the risks.  During the existence of the loan,  the
Fund receives cash  payments  equivalent to all interest or other  distributions
paid on the loaned securities.



<PAGE>


'Act  as an  underwriter  (sell  securities  for  others).  However,  under  the
securities  laws, the Fund may be deemed to be an underwriter  when it purchases
securities directly from the issuer and later resells them. It may be considered
an underwriter under securities laws when it sells restricted securities.

'Concentrate in any one industry. According to the present interpretation by the
SEC,  this  means no more than 25% of a Fund'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.

'Buy or sell physical  commodities  unless  acquired as a result of ownership of
securities  or other  instruments,  except  this shall not prevent the Fund 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 cash loans if the total  commitment  amount exceeds 5% of the Fund's total
assets.

'Buy or sell real estate, unless acquired as a result of ownership of securities
or other  instruments,  except this shall not prevent the Fund from investing in
securities or other instruments backed by real estate or securities of companies
engaged in the real estate business.

'Make a loan of any part of its assets to AEFC, to its directors and officers or
to its own directors and officers.

'Issue  senior  securities,  except to the extent  that  borrowing  from  banks,
lending its  securities,  or entering into  repurchase  agreements or options or
futures contracts may be deemed to constitute issuing a senior security.

Unless changed by the board of directors, International Equity will not:

'Buy on margin or sell short, except the Fund may enter into stock index futures
contracts.

'Invest in a company to control or manage it.

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

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

'Pledge or mortgage its assets beyond 15% of total assets. If the Fund 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 net assets in warrants.

'Invest in  securities of  investment  companies  except by purchase in the open
market where the dealer's or sponsor's profit is the regular commission.  If any
such  investment  is ever made,  not more than 10% of the Fund's net assets,  at
market, will be so invested.


<PAGE>


To the extent the Fund were to make such  investments,  the  shareholders may be
subject to duplicate advisory, administrative and distribution fees.

'Invest  more than 10% of the  Fund's 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 investment manager, under
guidelines  established  by the board of  directors,  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 investment manager,  under guidelines established by the board of directors,
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.

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  On a day-to-day basis, the Fund also may maintain a portion of its
assets in currencies of countries  other than the United States,  Canada and the
United Kingdom. As a temporary  investment,  during periods of weak or declining
market values for the  securities the Fund invests in, any portion of its assets
may be  converted  to  cash  (in  foreign  currencies  or  U.S.  dollars)  or to
short-term debt securities.  The Fund may purchase  short-term U.S. and Canadian
government securities. The Fund may invest in short-term obligations of the U.S.
government  (and its  agencies  and  instrumentalities)  and of the Canadian and
United Kingdom governments. The Fund may purchase short-term corporate notes and
obligations  rated  in the top two  classifications  by  Moody's  and S&P or the
equivalent.  The Fund also may purchase high grade notes and obligations of U.S.
banks  (including  their branches  located outside of the United States and U.S.
branches of foreign banks).  The Fund may invest in bank  obligations  including
negotiable  certificates of deposit (CDs),  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 that Fund's limitations on foreign investments.  The Fund may
use repurchase  agreements with  broker-dealers  registered under the Securities
Exchange  Act of 1934 and with  commercial  U.S.  banks.  A risk of a repurchase
agreement is that if the seller seeks the protection of the bankruptcy laws, the
Fund's ability to liquidate the security involved could be impaired.

The Fund may make contracts to purchase securities for a fixed price at a future
date  beyond  normal   settlement  time   (when-issued   securities  or  forward
commitments).  A Fund does not pay for the  securities  or receive  dividends or
interest on them until the  contractual  settlement  date. The Fund's  custodian
will maintain, in a segregated account,

<PAGE>


cash or liquid  high-grade  debt  securities that are marked to market daily and
are at  least  equal  in  value  to  the  Fund's  commitments  to  purchase  the
securities.  When-issued securities or forward commitments are subject to market
fluctuations  and they may  affect  the  Fund's  total  assets the same as owned
securities.

Unless the  holders of a majority of the  outstanding  shares (as defined in the
section entitled  "Voting rights" of the prospectus) of Aggressive  Growth agree
to a change, Aggressive Growth will not:

'Invest more than 5% of its total assets,  at market value, 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.  Up to 25% of the  Fund's  total  assets may be
invested without regard to this 5% limitation.

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

'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
the Fund's total assets  (including  borrowings)  less  liabilities  (other than
borrowings)  immediately  after  the  borrowing.  The  Fund  will  not  purchase
additional  portfolio  securities at any time  borrowing for temporary  purposes
exceeds 5%. The Fund has not  borrowed in the past and has no present  intention
to borrow.

'Lend portfolio  securities in excess of 30% of the Fund's net assets, at market
value.  The current  policy of the Fund's  board of  directors  is to make these
loans, either long- or short-term, to broker-dealers.  In making such loans, the
Fund 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 of directors. If the market price of the loaned securities
goes up, the Fund 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. A loan will not be made  unless the  opportunity  for
additional  income  outweighs the risks.  During the existence of the loan,  the
Fund receives cash  payments  equivalent to all interest or other  distributions
paid on the loaned securities.

'Act  as an  underwriter  (sell  securities  for  others).  However,  under  the
securities  laws, the Fund may be deemed to be an underwriter  when it purchases
securities directly from the issuer and later resells them. It may be considered
an underwriter under securities laws when it sells restricted securities.

'Concentrate in any one industry. According to the present interpretation by the
SEC,  this  means no more than 25% of a Fund'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.



<PAGE>


'Buy or sell physical  commodities  unless  acquired as a result of ownership of
securities  or other  instruments,  except  this shall not prevent the Fund 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 cash loans if the total  commitment  amount exceeds 5% of the Fund's total
assets.

'Buy or sell real estate, unless acquired as a result of ownership of securities
or other  instruments,  except this shall not prevent the Fund from investing in
securities or other instruments backed by real estate or securities of companies
engaged in the real estate business.

'Make a loan of any part of its assets to AEFC, to its directors and officers or
to its own directors and officers.

Unless changed by the board of directors, Aggressive Growth will not:

   
'Buy on margin or sell short, except the Fund may enter into stock index futures
contracts.
    

'Invest in a company to control or manage it.

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

'Invest more than 10% of its total assets in securities of investment companies.

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

'Pledge or mortgage its assets beyond 15% of total assets. If the Fund 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 net assets in warrants.
    

'Invest  more than 10% of the  Fund's 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 investment manager, under
guidelines  established  by the board of  directors,  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.



<PAGE>


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 investment manager,  under guidelines established by the board of directors,
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.

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  The Fund may purchase  short-term  U.S.  and  Canadian  government
securities.  The Fund may purchase  short-term  corporate  notes and obligations
rated in the top two  classifications by Moody's and S&P or the equivalent.  The
Fund may invest in bank obligations including negotiable certificates of deposit
(CDs),  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 that Fund's
limitations on foreign investments.  The Fund may use repurchase agreements with
broker-dealers  registered  under the  Securities  Exchange Act of 1934 and with
commercial  U.S.  banks. A risk of a repurchase  agreement is that if the seller
seeks the protection of the bankruptcy laws, the Fund's ability to liquidate the
security involved could be impaired.

The Fund may make contracts to purchase securities for a fixed price at a future
date  beyond  normal   settlement  time   (when-issued   securities  or  forward
commitments).  A Fund does not pay for the  securities  or receive  dividends or
interest on them until the  contractual  settlement  date. The Fund's  custodian
will  maintain,  in  a  segregated  account,  cash  or  liquid  high-grade  debt
securities  that are marked to market  daily and are at least  equal in value to
the Fund's  commitments to purchase the  securities.  When-issued  securities or
forward  commitments are subject to market  fluctuations and they may affect the
Fund's total assets the same as owned securities.

Unless the  holders of a majority of the  outstanding  shares (as defined in the
section entitled "Voting rights" of the prospectus) of Special Income agree to a
change, Special Income will not:

'Invest more than 5% of its total assets,  at market value, 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.  Up to 25% of the  Fund's  total  assets may be
invested without regard to this 5% limitation.

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

'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
the Fund's total assets  (including  borrowings)  less  liabilities  (other than
borrowings)

<PAGE>


immediately after the borrowing. The Fund will not purchase additional portfolio
securities at any time borrowing for temporary purposes exceeds 5%. The Fund has
not borrowed in the past and has no present intention to borrow.

'Lend portfolio  securities in excess of 30% of the Fund's net assets, at market
value.  The current  policy of the Fund's  board of  directors  is to make these
loans, either long- or short-term, to broker-dealers.  In making such loans, the
Fund 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 of directors. If the market price of the loaned securities
goes up, the Fund 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. A loan will not be made  unless the  opportunity  for
additional  income  outweighs the risks.  During the existence of the loan,  the
Fund receives cash  payments  equivalent to all interest or other  distributions
paid on the loaned securities.

'Act  as an  underwriter  (sell  securities  for  others).  However,  under  the
securities  laws, the Fund may be deemed to be an underwriter  when it purchases
securities directly from the issuer and later resells them. It may be considered
an underwriter under securities laws when it sells restricted securities.

'Concentrate in any one industry. According to the present interpretation by the
SEC,  this  means no more than 25% of a Fund'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.

'Buy or sell physical  commodities  unless  acquired as a result of ownership of
securities  or other  instruments,  except  this shall not prevent the Fund 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.

'Buy or sell real estate, unless acquired as a result of ownership of securities
or other  instruments,  except this shall not prevent the Fund from investing in
securities or other instruments backed by real estate or securities of companies
engaged in the real estate business.

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

Unless changed by the board of directors, Special Income will not:

   
'Buy on margin or sell  short,  except  the Fund may enter  into  interest  rate
futures contracts.
    

'Invest in a company to control or manage it.

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

'Invest more than 10% of its total assets in securities of investment companies.

   
'Invest more than 5% of its net assets in warrants.
    



<PAGE>


'Invest  more than 10% of the  Fund's 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,  loans and loan  participations,  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 investment manager, under
guidelines  established  by the board of  directors,  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 investment manager,  under guidelines established by the board of directors,
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.

Loans, loan participations and interests in securitized loan pools are interests
in amounts owed by a corporate,  governmental  or other  borrower to a lender or
consortium of lenders (typically banks,  insurance companies,  investment banks,
government agencies or international agencies).  Loans involve a risk of loss if
the borrower  defaults or becomes  insolvent and may offer less legal protection
to the  fund in the  event  of fraud or  misrepresentation.  In  addition,  loan
participations  involve a risk of  insolvency  of the lender or other  financial
intermediary.

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  The Fund may purchase  short-term  U.S.  and  Canadian  government
securities.  The Fund may purchase  short-term  corporate  notes and obligations
rated in the top two  classifications by Moody's and S&P or the equivalent.  The
Fund may invest in bank obligations including negotiable certificates of deposit
(CDs),  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 that Fund's
limitations on foreign investments.  The Fund may use repurchase agreements with
broker-dealers  registered  under the  Securities  Exchange Act of 1934 and with
commercial  U.S.  banks. A risk of a repurchase  agreement is that if the seller
seeks the protection of the bankruptcy laws, the Fund's ability to liquidate the
security involved could be impaired.

The Fund may make contracts to purchase securities for a fixed price at a future
date  beyond  normal   settlement  time   (when-issued   securities  or  forward
commitments).  A Fund does not pay for the  securities  or receive  dividends or
interest on them until the  contractual  settlement  date. The Fund's  custodian
will  maintain,  in  a  segregated  account,  cash  or  liquid  high-grade  debt
securities that are marked to market daily and are at least

<PAGE>

equal in value to the fund's commitments to purchase the securities. When-issued
securities or forward  commitments are subject to market  fluctuations  and they
may affect the fund's total assets the same as owned securities.

Unless the  holders of a majority of the  outstanding  shares (as defined in the
section  entitled  "Voting rights" of the  prospectus) of Moneyshare  agree to a
change, Moneyshare will not:

'Invest more than 5% of its total assets,  at market value, 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.

'Buy on margin or sell short.

'Invest in a company to control or manage it.

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

'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
the fund's total assets  (including  borrowings)  less  liabilities  (other than
borrowings)  immediately  after  the  borrowing.  The  Fund  will  not  purchase
additional  portfolio  securities at any time  borrowing for temporary  purposes
exceeds 5%. The Fund has not  borrowed in the past and has no present  intention
to borrow.

'Lend portfolio  securities in excess of 30% of the Fund's net assets, at market
value.  The current  policy of the Fund's  board of  directors  is to make these
loans, either long- or short-term, to broker-dealers.  In making such loans, the
Fund 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 of directors. If the market price of the loaned securities
goes up, the Fund 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. A loan will not be made  unless the  opportunity  for
additional  income  outweighs the risks.  During the existence of the loan,  the
Fund receives cash  payments  equivalent to all interest or other  distributions
paid on the loaned securities.

'Act  as an  underwriter  (sell  securities  for  others).  However,  under  the
securities  laws, the Fund may be deemed to be an underwriter  when it purchases
securities directly from the issuer and later resells them. It may be considered
an underwriter under securities laws when it sells restricted securities.

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

'Purchase common stocks,  preferred stocks,  warrants,  other equity securities,
corporate  bonds or  debentures,  state bonds,  municipal  bonds,  or industrial
revenue  bonds.  'Make  cash  loans.  However,  the Fund  does  make  short-term
investments  which it may have an agreement  with the seller to  reacquire  (See
Appendix C).


<PAGE>


'Invest in an investment  company  beyond 5% of its total assets taken at market
and then only on the open  market  where the  dealer's  or  sponsor's  profit is
limited to the regular commission. However, the Fund will not purchase or retain
the securities of other open-end investment companies.

'Buy or sell real estate, commodities or commodity contracts.

'Intentionally  invest more than 25% of the Fund's  assets taken at market value
in any particular industry,  except with respect to investing in U.S. government
or agency securities and bank  obligations.  Investments are varied according to
what is judged advantageous under different economic conditions.

Unless changed by the board of directors, Moneyshare will not:

'Invest  in  securities  that  are  not  readily  marketable   (whether  or  not
registration  or the filing of a notification  under the Securities Act of 1933,
or the taking of similar action under other securities laws relating to the sale
of securities is required).

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  The Fund may purchase  short-term  U.S.  and  Canadian  government
securities.  The Fund may purchase  short-term  corporate  notes and obligations
rated in the top two  classifications by Moody's and S&P or the equivalent.  The
fund may invest in bank obligations including negotiable certificates of deposit
(CDs),  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 that Fund's
limitations on foreign investments.  The Fund may use repurchase agreements with
broker-dealers  registered  under the  Securities  Exchange Act of 1934 and with
commercial  U.S.  banks. A risk of a repurchase  agreement is that if the seller
seeks the protection of the bankruptcy laws, the Fund's ability to liquidate the
security  involved  could be impaired.  The  security  acquired by the Fund in a
repurchase  agreement can be any security the Fund can purchase  directly and it
may have a maturity of more than 13 months.

The Fund may invest in commercial  paper rated in the highest rating category by
at least two nationally recognized  statistical rating organizations (or by one,
if only one rating is assigned) and in unrated paper  determined by the board of
directors to be of comparable quality.  The Fund also may invest up to 5% of its
assets in commercial  paper  receiving the second  highest  rating or in unrated
paper determined to be of comparable quality.

Unless the  holders of a majority of the  outstanding  shares (as defined in the
section  entitled  "Voting  rights" of the  prospectus)  of  Managed  agree to a
change, Managed will not:

'Invest more than 5% of its total assets,  at market value, 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.  Up to 25% of the  Fund's  total  assets may be
invested without regard to this 5% limitation.


<PAGE>


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

'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
the Fund's total assets  (including  borrowings)  less  liabilities  (other than
borrowings)  immediately  after  the  borrowing.  The  Fund  will  not  purchase
additional  portfolio  securities at any time  borrowing for temporary  purposes
exceeds 5%. The Fund has not  borrowed in the past and has no present  intention
to borrow.

'Lend portfolio  securities in excess of 30% of the Fund's net assets, at market
value.  The current  policy of the Fund's  board of  directors  is to make these
loans, either long- or short-term, to broker-dealers.  In making such loans, the
Fund 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 of directors. If the market price of the loaned securities
goes up, the Fund 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. A loan will not be made  unless the  opportunity  for
additional  income  outweighs the risks.  During the existence of the loan,  the
Fund receives cash  payments  equivalent to all interest or other  distributions
paid on the loaned securities.

'Act  as an  underwriter  (sell  securities  for  others).  However,  under  the
securities  laws, the Fund may be deemed to be an underwriter  when it purchases
securities directly from the issuer and later resells them. It may be considered
an underwriter under securities laws when it sells restricted securities.

'Concentrate in any one industry. According to the present interpretation by the
SEC,  this  means no more than 25% of a Fund'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.

'Buy or sell physical  commodities  unless  acquired as a result of ownership of
securities  or other  instruments,  except  this shall not prevent the Fund 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.

'Buy or sell real estate, unless acquired as a result of ownership of securities
or other  instruments,  except this shall not prevent the Fund from investing in
securities or other instruments backed by real estate or securities of companies
engaged in the real estate business.

'Make cash loans if the total  commitment  amount exceeds 5% of the Fund's total
assets.  'Make a loan of any part of its assets to AEFC,  to its  directors  and
officers or to its own directors and officers.



<PAGE>


'Issue  senior  securities,  except to the extent  that  borrowing  from  banks,
lending its  securities,  or entering into  repurchase  agreements or options or
futures contracts may be deemed to constitute issuing a senior security.

Unless changed by the board of directors, Managed will not:

'Buy on margin or sell short,  except it may enter into stock index  futures and
interest rate futures contracts.

'Invest in a company to control or manage it.

'Invest more than 10% of its total assets in securities of investment companies.

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

'Pledge or mortgage its assets beyond 15% of total assets. If the Fund 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 net assets in warrants.
    

'Invest in a company if its  investments  would result in the total  holdings of
all the  funds in the IDS  MUTUAL  FUND  GROUP  being in  excess  of 15% of that
company's issued shares.

'Invest  more than 10% of the  Fund's 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,  loans and loan  participations,  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 investment manager, under
guidelines  established  by the board of  directors,  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 investment manager,  under guidelines established by the board of directors,
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>


Loans, loan participations and interests in securitized loan pools are interests
in amounts owed by a corporate,  governmental  or other  borrower to a lender or
consortium of lenders (typically banks,  insurance companies,  investment banks,
government agencies or international agencies).  Loans involve a risk of loss if
the borrower  defaults or becomes  insolvent and may offer less legal protection
to the  fund in the  event  of fraud or  misrepresentation.  In  addition,  loan
participations  involve a risk of  insolvency  of the lender or other  financial
intermediary.

The Fund may  maintain  a  portion  of its  assets  in cash and  cash-equivalent
investments.  The Fund may purchase  short-term  U.S.  and  Canadian  government
securities.  The Fund may purchase  short-term  corporate  notes and obligations
rated in the top two  classifications by Moody's and S&P or the equivalent.  The
Fund may invest in bank obligations including negotiable certificates of deposit
(CDs),  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 that Fund's
limitations on foreign investments.  The Fund may use repurchase agreements with
broker-dealers  registered  under the  Securities  Exchange Act of 1934 and with
commercial  U.S.  banks. A risk of a repurchase  agreement is that if the seller
seeks the protection of the bankruptcy laws, the Fund's ability to liquidate the
security involved could be impaired.

The Fund may make contracts to purchase securities for a fixed price at a future
date  beyond  normal   settlement  time   (when-issued   securities  or  forward
commitments).  A Fund does not pay for the  securities  or receive  dividends or
interest on them until the  contractual  settlement  date. The Fund's  custodian
will  maintain,  in  a  segregated  account,  cash  or  liquid  high-grade  debt
securities  that are marked to market  daily and are at least  equal in value to
the Fund's  commitments to purchase the  securities.  When-issued  securities or
forward  commitments are subject to market  fluctuations and they may affect the
Fund's total assets the same as owned securities.

For a  discussion  on  corporate  bond  ratings and  additional  information  on
investment  policies,  see  Appendix  A. For a  discussion  on foreign  currency
transactions,  see Appendix B. For a discussion on money market securities,  see
Appendix C. For a discussion on options and stock index futures  contracts,  see
Appendix D. For a discussion on options and interest rate futures contracts, see
Appendix E. For a discussion on dollar-cost averaging, see Appendix F.

PORTFOLIO TRANSACTIONS

Subject to policies set by the board of directors, AEFC, IDS International, Inc.
(International)  and IDS Life are authorized to determine,  consistent  with the
Funds' investment goals and policies,  which securities will be purchased,  held
or sold.  In  determining  where buy and sell  orders  are to be  placed,  AEFC,
International  and IDS Life have been  directed  to use their  best  efforts  to
obtain the best available  price and the most favorable  execution  except where
otherwise authorized by the board of directors.  IDS Life intends to direct AEFC
and  International  to execute  trades and negotiate  commissions on its behalf.
These services are covered by the Investment Advisory

<PAGE>


Agreement between AEFC and IDS Life and the  Sub-Investment  Advisory  Agreement
between AEFC and  International.  When AEFC and  International act on IDS Life's
behalf for the Funds, they follow the rules described here for IDS Life.

AEFC 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.  AEFC carefully monitors compliance with its Code of
Ethics.

On occasion,  it may be desirable for Capital  Resource,  International  Equity,
Aggressive  Growth,  Special  Income or Managed Funds 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 boards of directors have adopted a policy authorizing IDS Life
to do so to the extent authorized by law, if IDS Life 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  IDS   Life's,   AEFC's   or   International's   overall
responsibilities to the funds in the IDS MUTUAL FUND GROUP.

Research provided by brokers supplements AEFC's and International's own research
activities.  Research  services  include  economic data on, and analysis of: the
U.S.  economy and  specific  industries  within the economy;  information  about
specific companies,  including earning 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. AEFC
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 includes the research,  portfolio
management and trading functions and such 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,  IDS  Life  must  follow
procedures authorized by the board of directors.  To date, three procedures have
been  authorized.  One  procedure  permits IDS Life 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 IDS Life, 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 the security.  The commission paid generally includes compensation for
research  services.  The third  procedure  permits IDS Life,  in order to obtain
research  and  brokerage  services,  to cause each fund to pay a  commission  in
excess of the amount another broker might have charged.

IDS Life has advised the Funds that it is necessary to do business with a number
of brokerage firms on a continuing basis to obtain such services as: handling of
large orders; willingness of a broker to risk its own money by taking a position
in a security; and 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 IDS
Life believes it may obtain better overall

<PAGE>


execution.  IDS Life has assured the Funds 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   transaction  on  the  same  basis,
consideration  will be given by such  person to those  firms  offering  research
services.  Such  services  may be used by IDS Life,  AEFC and  International  in
providing  advice  to all the  funds in the IDS  MUTUAL  FUND  GROUP  and  other
accounts  advised by IDS Life,  AEFC and  International,  even  though it is not
possible to relate the benefits to any particular fund or account.

Normally,  the securities of Special Income and Moneyshare Funds are traded on a
principal rather than an agency basis. In other words,  AEFC will trade directly
with the issuer or with a dealer who buys or sells for its own  account,  rather
than  acting  on  behalf  of  another  client.  AEFC  does  not pay  the  dealer
commissions. Instead, the dealer's profit, if any, is the difference, or spread,
between the dealer's purchase and sale price for the security.

Each  investment  decision  made for each  fund is made  independently  from any
decision  made for another  fund in the IDS MUTUAL  FUND GROUP or other  account
advised by AEFC or any AEFC subsidiary.

When a fund buys or sells the same security as another fund or account,  AEFC or
International  carries  out the  purchase  or sale in a way the fund  agrees  in
advance is fair. Although sharing in large transactions may adversely affect the
price or volume  purchased or sold by a fund,  the fund hopes to gain an overall
advantage in execution.  AEFC and International have assured the Funds they will
continue to seek ways to reduce brokerage costs.

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

The Funds have paid the following brokerage commissions:
<TABLE>
<CAPTION>

Fiscal year           Capital          International     Aggressive      Special
ended Aug. 31,        Resource         Equity            Growth          Income       Managed
- --------------------- ---------------- ----------------- --------------- ------------ --------------

        <S>             <C>            <C>               <C>               <C>        <C>      
   
        1995            7,692,690      2,466,949         2,171,645         34,918     3,072,774

        1996          13,416,430       3,551,512         5,313,285         23,608     3,683,714

        1997            9,778,626      6,013,492         7,958,360       168,718      3,490,303
</TABLE>

Transactions amounting to $196,046,000, $82,868,000 and $96,952,000 with related
commissions  of  $345,738,  $147,390 and  $120,222  were  directed to brokers by
Capital Resource, Aggressive Growth and Managed Funds, respectively,  because of
research services received for the fiscal year ended Aug. 31, 1997.
    



<PAGE>


Capital Resource Fund's  acquisition during the fiscal year ended Aug. 31, 1997,
of  securities  of its  regular  brokers or  dealers or of the  parents of those
brokers  or  dealers  that   derived  more  than  15%  of  gross   revenue  from
securities-related activities is presented below:

                                               Value of Securities Owned at End
Name of Issuer                                 of Fiscal Year
- --------------------------                     --------------------------

   
Bank of America                                        $14,510,291
First Chicago                                            6,978,282
Merrill Lynch                                            8,349,859
Morgan Stanley                                          50,059,625
Travelers Group                                         60,325,000

International  Equity Fund's  acquisition  during the fiscal year ended Aug. 31,
1997 of securities of its regular  brokers or dealers or of the parents of those
brokers  or  dealers  that   derived  more  than  15%  of  gross   revenue  from
securities-related activities is presented below:

                                               Value of Securities Owned at End
Name of Issuer                                 of Fiscal Year
- --------------------------                     --------------------------------

Bank of America                                               $13,503,843
Morgan Stanley                                                 19,063,711
Nations Bank                                                    7,531,326
Credit Suisse First Boston                                     31,161,934

Aggressive Growth Fund's acquisition during the fiscal year ended Aug. 31, 1997,
of  securities  of its  regular  brokers or  dealers or of the  parents of those
brokers  or  dealers  that   derived  more  than  15%  of  gross   revenue  from
securities-related activities is presented below:

                                               Value of Securities Owned at End
Name of Issuer                                 of Fiscal Year
- --------------------------                     --------------------------------

Bank of America                                               $10,336,119
Merrill Lynch                                                   6,162,991
Charles Schwab                                                 16,975,000

Special Income Fund's acquisition during the fiscal year ended Aug. 31, 1997, of
securities of its regular  brokers or dealers or of the parents of those brokers
or dealers that derived more than 15% of gross  revenue from  securities-related
activities is presented below:

                                               Value of Securities Owned at End
Name of Issuer                                 of Fiscal Year
- --------------------------                     --------------------------------

J. P. Morgan                                                  $12,991,300
Goldman Sachs                                                   8,067,825
Morgan Stanley                                                  8,241,669
Salomon Brothers                                                5,054,450



<PAGE>


Moneyshare  Fund's  acquisition  during the fiscal year ended Aug. 31, 1997,  of
securities of its regular  brokers or dealers or of the parents of those brokers
or dealers that derived more than 15% of gross  revenue from  securities-related
activities is presented below:



<PAGE>


                                               Value of Securities Owned at End
Name of Issuer                                 of Fiscal Year
- --------------------------                     --------------------------------

Bank of America                                               $21,111,291
First Chicago                                                   4,864,001
Goldman Sachs                                                  19,450,863
Merrill Lynch                                                  19,175,447
J. P. Morgan                                                    1,999,458
Morgan Stanley                                                 24,933,626

Managed  Fund's  acquisition  during the fiscal  year ended Aug.  31,  1997,  of
securities of its regular  brokers or dealers or of the parents of those brokers
or dealers that derived more than 15% of gross  revenue from  securities-related
activities is presented below:

                                               Value of Securities Owned at End
Name of Issuer                                 of Fiscal Year
- --------------------------                     --------------------------------

Bank of America                                                $3,594,809
Goldman Sachs                                                   3,884,508
J. P. Morgan                                                    4,847,500
Morgan Stanley                                                 67,943,525
Solomon Brothers                                                3,905,000
Travelers Group                                               103,325,000

The portfolio  turnover  rate for Capital  Resource Fund was 110% in fiscal year
ended Aug. 31, 1997 and 131% in fiscal year ended Aug. 31, 1996.  The  portfolio
turnover  rate for Managed  Fund was 72% in fiscal year ended Aug.  31, 1997 and
85% in fiscal year ended Aug. 31, 1996.

The portfolio turnover rate for International Equity Fund was 91% in fiscal year
ended Aug. 31, 1997 and 58% in fiscal year ended Aug. 31,  1996.  The  portfolio
turnover rate for Aggressive  Growth Fund was 218% in fiscal year ended Aug. 31,
1997 and 189% in fiscal year ended Aug. 31, 1996.

The Portfolio turnover rate for Special Income was 73% in fiscal year ended Aug.
31, 1997 and 56% in fiscal year ended Aug. 31, 1996.
    

BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH IDS LIFE

Affiliates of American Express Company (American  Express) (of which IDS Life is
a wholly owned indirect subsidiary) may engage in brokerage and other securities
transactions on behalf of Capital  Resource,  International  Equity,  Aggressive
Growth,  Special Income and Managed Funds in accordance with procedures  adopted
by the Funds' boards of directors and to the extent  consistent  with applicable
provisions of the federal securities laws. IDS Life will use an American Express
affiliate  only if (i) IDS Life  determines  that a fund will receive prices and
executions  at least as  favorable  as those  offered by  qualified  independent
brokers  performing  similar  brokerage and other services for the Fund and (ii)
the affiliate charges the Fund commission rates consistent


<PAGE>


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.

AEFC may direct brokerage to compensate an affiliate. AEFC will receive research
on South Africa from New Africa  Advisors,  a  wholly-owned  subsidiary of Sloan
Financial Group.  AEFC owns 100% of IDS Capital Holdings Inc. which in turn owns
40% of Sloan Financial Group. New Africa Advisors will send research to AEFC and
in  turn  American  Express  Financial  Corporation  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.

   
No brokerage commissions were paid by Moneyshare Fund to brokers affiliated with
IDS Life for the fiscal year ended Aug. 31, 1997.
    

Information about brokerage commissions paid by the Funds to American Enterprise
Investment Services, Inc., a wholly-owned subsidiary of AEFC, for the last three
fiscal years is contained in the following table:

                                        For the Fiscal Year Ended Aug. 31,
<TABLE>
<CAPTION>

   
                                        1997                               1996               1995
                                                      Percentage of
                                                        Aggregate
                Aggregate Dollar      Percent of      Dollar Amount       Aggregate         Aggregate
                    Amount of         Aggregate      of Transactions    Dollar Amount     Dollar Amount
                Commissions Paid      Brokerage         Involving       of Commissions    of Commissions
Fund                to Broker        Commissions       Payment of       Paid to Broker    Paid to Broker
                                                       Commissions

<S>                 <C>                 <C>               <C>              <C>               <C>     
Capital             $817,190            8.36%             15.58%           $841,159          $829,258
Resource

International         None               None              None              None              None
Equity.

Aggressive           183,327             2.31              3.89            245,269           222,443
Growth

Special Income        None               None              None              None              None

Managed              227,619             6.64              8.05             76,269           131,456
</TABLE>
    

PERFORMANCE INFORMATION

Each Fund may quote various  performance figures to illustrate past performance.
Average  annual total  return and current  yield  quotations  used by a fund are
based on standardized  methods of computing  performance as required by the SEC.
An  explanation  of these and any  other  methods  used by each Fund to  compute
performance follows below.




<PAGE>

Average annual total return

Each Fund may  calculate  average  annual  total  return for certain  periods by
finding the average annual compounded rates of return over the period that would
equate the initial amount invested to the ending redeemable value,  according to
the following formula:

                                            P(1+T)n = ERV

where:  P = a hypothetical initial payment of $1,000
        T = average annual total return
        n = number of years
      ERV = ending redeemable value of a hypothetical $1,000
            payment, made at the beginning of a period, at the end of the period
            (or fractional portion thereof)

Aggregate total return

Each Fund may calculate aggregate total return for certain periods  representing
the  cumulative  change in the value of an investment in a fund over a specified
period of time according to the following formula:

                                            ERV - P
                                                P

where:     P  =  a hypothetical initial payment of $1,000
        ERV   = ending  redeemable value of a hypothetical  $1,000 payment,
                made at the  beginning of a period,  at the end of the period
                (or fractional portion thereof)

Annualized yield and Distribution yield

Special  Income Fund may  calculate  an  annualized  yield by  dividing  the net
investment  income per share deemed  earned during a 30-day period by the public
offering price per share (including the maximum sales charge) on the last day of
the period and annualizing the results.

Yield is calculated according to the following formula:

                                      Yield = 2[(a-b + 1)6 - 1]
                                                 cd

where:  a = dividends and interest earned during the period
        b = expenses accrued for the period (net of reimbursements)
        c = the average daily number of shares outstanding during the period
            that were entitled to receive dividends
        d = the maximum offering price per share on the last day of the period

   
The Fund's annualized yield was 6.76% for the 30-day period ended Aug. 31, 1997.
    

The Fund's  yield,  calculated  as  described  above  according  to the  formula
prescribed by the SEC, is a  hypothetical  return based on market value yield to
maturity for the Fund's  securities.  It is not  necessarily  indicative  of the
amount which was or may be paid to the contract  owners.  Actual amounts paid to
contract owners are reflected in the distribution yield.



<PAGE>


Distribution yield is calculated according to the following formula:

                                      D   x   F   =  DY
                                     NAV   30

where:        D  =  sum of dividends for 30 day period
            NAV  =  beginning of period net asset value
              F  =  annualizing factor
             DY  =  distribution yield

   
The Fund's distribution yield was 7.23% for the 30-day period ended Aug. 31,
1997.
    

Moneyshare  Fund  calculates  annualized  simple and compound  yields based on a
seven-day period.

The simple yield is calculated by  determining  the net change in the value of a
hypothetical  account  having a  balance  of one share at the  beginning  of the
seven-day  period,  dividing the net change in account value by the value of the
account at the beginning of the period to obtain the return for the period,  and
multiplying  that return by 365/7 to obtain an annualized  figure.  The value of
the  hypothetical  account  includes the amount of any declared  dividends,  the
value of any shares  purchased  with any dividend paid during the period and any
dividends  declared  for such  shares.  The Fund's  yield does not  include  any
realized or unrealized gains or losses.

Moneyshare  Fund  calculates  its  compound  yield  according  to the  following
formula:

Compound Yield = (return for seven day period + 1) 365/7 - 1

   
Moneyshare  Fund's simple  annualized yield was 5.11% and its compound yield was
5.24% for the seven days ended  Aug.  31,  1997,  the last  business  day of the
Fund's fiscal year. The Fund's simple yield was 5.11% and the compound yield was
5.24% for the seven days ended Sept. 30, 1997.
    

Yield, or rate of return, on Moneyshare Fund shares may fluctuate daily and does
not provide a basis for determining  future yields.  However,  it may be used as
one element in  assessing  how the Fund is meeting its goal.  When  comparing an
investment   in  the  Fund  with  savings   accounts   and  similar   investment
alternatives,  you must consider that such alternatives  often provide an agreed
to or  guaranteed  fixed yield for a stated  period of time,  whereas the fund's
yield  fluctuates.  In comparing  the yield of one money market fund to another,
you should  consider  each fund's  investment  policies,  including the types of
investments permitted.

REMEMBER  THAT  THESE  YIELDS ARE THE RETURN TO THE  SHAREHOLDER  (THE  VARIABLE
ACCOUNTS),  NOT TO  THE  VARIABLE  ANNUITY  CONTRACT  OWNER.  SEE  YOUR  ANNUITY
PROSPECTUS FOR A DISCUSSION OF THE DIFFERENCES.

   
In sales  material  and other  communications,  the Funds may quote,  compare or
refer to rankings,  yields or returns as published  by  independent  statistical
services or publishers and  publications  such as The Bank Rate Monitor National
Index, Barron's, Business Week, CDA Technologies,  Donoghue's Money Morningstar,
Market Fund Report,
    

<PAGE>


Financial  Services Week,  Financial Times,  Financial World,  Forbes,  Fortune,
Global Investor,  Institutional Investor, Investor's Daily, Kiplinger's Personal
Finance, Lipper Analytical Services, Money, Morningstar, Mutual Fund Forecaster,
Newsweek, The New York Times, Personal Investor, Stanger Report, Sylvia Porter's
Personal Finance, USA Today, U.S. News and World Report, The Wall Street Journal
and Wiesenberger Investment Companies Service.

VALUING EACH FUND'S SHARES

   
On Aug. 31, 1997,  the  computation  of the value of an individual  share looked
like this:
    

Capital Resource Fund
<TABLE>
<CAPTION>

     Net assets                        Shares outstanding              Net asset value of one share
<S>                    <C>             <C>                       <C>   <C>   
   
$4,866,591,077         divided by      173,988,176               =     $27.97

International Equity Fund

     Net assets                        Shares outstanding              Net asset value of one share
$2,104,975,232         divided by      149,447,811               =     $14.09

Aggressive Growth Fund

     Net assets                        Shares outstanding              Net asset value of one share
$2,427,427,425         divided by      141,403,480               =     $17.17

Special Income Fund

     Net assets                        Shares outstanding              Net asset value of one share
$1,923,317,614         divided by      160,398,174               =     $11.99

Managed Fund

     Net assets                        Shares outstanding              Net asset value of one share
$4,444,602,312         divided by      235,535,537               =     $18.87
</TABLE>
    

Capital Resource,  International Equity,  Aggressive Growth,  Special Income and
Managed  Funds'  portfolio  securities  are valued as follows as of the close of
business of the New York Stock 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 exists, 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.


<PAGE>


'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 New York Stock Exchange. Foreign securities quoted in foreign currencies are
translated  into U.S.  dollars at the current  rate of  exchange.  Occasionally,
events  affecting the value of such  securities may occur between such times and
the  close of the New York  Stock  Exchange  that will not be  reflected  in the
computation  of a fund'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 funds' boards of directors.

'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 boards of directors.  The boards of directors are  responsible  for
selecting  methods they believe  provide fair value.  When  possible,  bonds are
valued by a pricing service independent from a fund. 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.

Moneyshare Fund intends to use its best efforts to maintain a constant net asset
value of $1 per share  although  there is no assurance it will be able to do so.
Accordingly, the Fund uses the amortized cost method in valuing its portfolio.

Short-term  securities maturing in 60 days or less 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.  It does  not  take  into
consideration  unrealized  capital gains or losses. All of the securities in the
Fund's portfolio will be valued at their amortized cost.

In  addition,  Moneyshare  Fund must abide by certain  conditions.  It must only
invest in  securities  of high quality  which  present  minimal  credit risks as
determined by the board of directors. This means that the rated commercial paper
in the  Fund's  portfolio  will be issues  that have been  rated in the  highest
rating  category  by at  least  two  nationally  recognized  statistical  rating
organizations  (or by one if only one rating is assigned)  and in unrated  paper
determined by the Fund's board of directors to be comparable. The fund

<PAGE>


must also purchase securities with original or remaining maturities of 13 months
or less, and maintain a dollar-weighted average portfolio maturity of 90 days or
less. In addition,  the board of directors must establish procedures designed to
stabilize the Fund's price per share for purposes of sales and redemptions at $1
to the extent that it is reasonably  possible to do so. These procedures include
review of the Fund's  portfolio  securities  by the Board,  at intervals  deemed
appropriate  by it, to  determine  whether  the Fund's net asset value per share
computed by using the available market quotations deviates from a share value of
$1 as computed  using the  amortized  cost method.  The board must  consider any
deviation  that appears,  and if it exceeds 0.5%, it must determine what action,
if any, needs to be taken. If the board  determines that a deviation exists that
may result in a material  dilution of the holdings of the  variable  accounts or
investors,  or in other unfair  consequences for such people,  it must undertake
remedial action that it deems necessary and appropriate. Such action may include
withholding  dividends,  calculating  net asset value per share for  purposes of
sales and redemptions in kind, and selling portfolio  securities before maturity
in  order  to  realize  capital  gain or loss or to  shorten  average  portfolio
maturity.

In  other  words,  while  the  amortized  cost  method  provides  certainty  and
consistency  in  portfolio  valuation,  it may,  from  time to time,  result  in
valuations of portfolio securities that are either somewhat higher or lower than
the prices at which the securities  could be sold.  This means that during times
of declining interest rates, the yield on Moneyshare Fund's shares may be higher
than if  valuations  of portfolio  securities  were made based on actual  market
prices and estimates of market prices. Accordingly, if use of the amortized cost
method were to result in a lower  portfolio value at a given time, a prospective
investor  in the Fund  would be able to obtain a somewhat  higher  yield than if
portfolio  valuation were based on actual market values.  The Variable Accounts,
on the other  hand,  would  receive  a  somewhat  lower  yield  than they  would
otherwise receive.  The opposite would happen during a period of rising interest
rates.

   
The  Exchange,  AEFC,  IDS Life and the Funds  will be  closed on the  following
holidays:   New  Year's  Day,   Memorial  Day,   Independence  Day,  Labor  Day,
Thanksgiving Day and Christmas Day.
    

INVESTING IN THE FUNDS

You cannot buy shares of the Funds directly.  The only way you can invest in the
Funds at the current  time is by buying an annuity  contract and  directing  the
allocation of part or all of your net purchase payment to the variable accounts,
which  will  invest  in  shares  of  Capital  Resource,   International  Equity,
Aggressive Growth, Special Income,  Moneyshare or Managed Funds. Please read the
Funds' prospectus along with your annuity prospectus for further information.

Sales Charges and Surrender or Withdrawal Charges

The Funds do not assess sales charges, either when they sell or when they redeem
securities.  The surrender or withdrawal charges that may be assessed under your
annuity  contract are  described in your  annuity  prospectus,  as are the other
charges that apply to your annuity contract and to the variable accounts.

Shares of the Fund may not be held by persons who are residents of, or domiciled
in, Brazil.  The Fund reserves the right to redeem accounts of shareholders  who
establish residence or domicile in Brazil.


<PAGE>


REDEEMING SHARES

The Funds will redeem any shares presented by a shareholder  (variable  account)
for  redemption.  The variable  accounts'  policies on when or whether to buy or
redeem fund shares are described in your annuity prospectus.

During an emergency,  the boards of directors can suspend the computation of net
asset value, stop accepting  payments for purchase of shares or suspend the duty
of the Funds to redeem shares for more than 7 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,

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

'The Securities and Exchange Commission,  under the provisions of the Investment
Company Act of 1940, as amended, declares a period of emergency to exist.

Should a Fund stop selling  shares,  the directors may make a deduction from the
value of the assets held by the Fund to cover the cost of future liquidations of
the assets so as to distribute fairly these costs among all contract owners.

TAXES

International  Equity Fund may be subject to U.S. taxes  resulting from holdings
in a passive foreign investment company (PFIC). A foreign  corporation is a PFIC
when 75% or more of its gross income for the taxable  year is passive  income or
if 50% or more of the  average  value of its  assets  consists  of  assets  that
produce or could produce passive income.

AGREEMENTS WITH IDS LIFE AND AMERICAN EXPRESS FINANCIAL CORPORATION

Investment Management Services Agreement

Each Fund has an Investment  Management  Services  Agreement  with IDS Life. The
Funds have  retained  IDS Life to,  among other  things,  counsel and advise the
Funds and their  directors in  connection  with the  formulation  of  investment
programs  designed  to  accomplish  the  Funds'  investment  objectives,  and to
determine,  consistent with the Funds' investment objectives and policies, which
securities in IDS Life's  discretion shall be purchased,  held or sold,  subject
always to the direction and control of the boards of directors. The Funds do not
maintain  their own  research  departments  or  record-keeping  services.  These
services  are  provided  by IDS Life under the  Investment  Management  Services
Agreement.

The  Agreement  provides  that,  in addition to paying its own  management  fee,
brokerage  costs and certain  taxes,  each Fund pays IDS Life an amount equal to
the cost of certain  expenses  incurred and paid by IDS Life in connection  with
the Fund's operations.



<PAGE>


For its services, IDS Life is paid a fee based on the following schedules:

Capital Resource

assets                  Annual rate at
(billions)              each asset level
- -----------------       ---------------------
First  $1               0.630%
Next  $1                0.615
Next  $1                0.600
Next  $3                0.585
Over  $6                0.570

International Equity

assets                  Annual rate at
(billions)              each asset level
- -----------------       ---------------------
First  $0.25            0.870%
Next  $0.25             0.855
Next  $0.25             0.840
Next  $0.25             0.825
Next  $1                0.810
Next  $2                0.795

Aggressive Growth

assets                  Annual rate at
(billions)              each asset level
- -----------------       ---------------------
First  $0.25            0.650%
Next  $0.25             0.635
Next  $0.25             0.620
Next  $0.25             0.605
Next  $1                0.590
Over  $2                0.575

Special Income

assets                  Annual rate at
(billions)              each asset level
- -----------------       ---------------------
First  $1               0.610%
Next  $1                0.595
Next  $1                0.580
Next  $3                0.565
Next  $3                0.550
Over  $9                0.535



<PAGE>


Moneyshare

assets                  Annual rate at
(billions)              each asset level
- -----------------       ---------------------
First  $1               0.510%
Next  $0.5              0.493
Next  $0.5              0.475
Next  $0.5              0.458
Over $2.5               0.440

Managed

assets                  Annual rate at
(billions)              each asset level
- -----------------       ---------------------
First  $0.5             0.630%
Next  $0.5              0.615
Next  $1                0.600
Next  $1                0.585
Next  $3                0.570
Over  $6                0.550

   
On Aug. 31, 1997 the daily rate applied to the Fund's assets on an annual basis,
was 0.603% for Capital  Resource,  0.827% for International  Equity,  0.603% for
Aggressive Growth,  0.603% for Special Income,  0.510% for Moneyshare and 0.592%
for Managed.  The fee is  calculated  for each  calendar day on the basis of net
assets as of the close of business two business  days prior to the day for which
the calculation is made.

The management fee is paid monthly. Under the prior and current agreements,  the
total amount paid for Capital Resource was $27,562,075 for the fiscal year ended
Aug. 31, 1997,  $26,046,720  for the fiscal year ended 1996 and  $20,450,401 for
the fiscal year 1995.

Under the prior and current agreements,  the total amount paid for International
Equity was $16,844,405 for the fiscal year ended Aug. 31, 1997,  $13,990,974 for
the fiscal year ended 1996, $10,869,439 for the fiscal year 1995.

Under the prior and current  agreements,  the total  amount paid for  Aggressive
Growth was $13,049,949 for the fiscal year ended Aug. 31, 1997,  $10,459,512 for
the fiscal year ended 1996, and $6,579,414 for the fiscal year 1995.

Under the prior and current agreements, the total amount paid for Special Income
was  $11,582,416  for the fiscal year ended Aug. 31, 1997,  $11,311,856  for the
fiscal year ended 1996, and $9,542,823 for the fiscal year 1995.

Under the prior and current agreements, the total amount paid for Moneyshare was
$1,845,243  for the fiscal year ended Aug. 31, 1997,  $1,283,789  for the fiscal
year ended 1996, and $1,041,050 for the fiscal year 1995.

Under the prior and current  agreements,  the total  amount paid for Managed was
$23,778,006 for the fiscal year ended Aug. 31, 1997,  $19,987,805 for the fiscal
year ended 1996, and $16,720,930 for the fiscal year 1995.
    



<PAGE>


Under the current Agreement,  the expenses of IDS Life that each Fund has agreed
to reimburse are:  taxes,  brokerage  commissions,  custodian fees and expenses,
audit  expenses,  cost of  items  sent to  contract  owners,  postage,  fees and
expenses paid to directors who are not officers or employees of IDS Life or AEFC
fees and  expenses  of  attorneys,  costs of  fidelity  and  surety  bonds,  SEC
registration  fees,  expenses of  preparing  prospectuses  and of  printing  and
distributing  prospectuses to existing  contract owners,  losses due to theft or
other  wrong  doing or due to  liabilities  not  covered  by bond or  agreement,
expenses incurred in connection with lending  portfolio  securities of the funds
and expenses properly payable by the funds, approved by the boards of directors.
All other expenses are borne by IDS Life.

Under a current and prior agreement:

   
Capital  Resource paid  nonadvisory  expenses of $1,216,304  for the fiscal year
ended Aug. 31, 1997,  1,237,584 for the fiscal year ended 1996,  and  $1,289,211
for the fiscal year 1995.

International Equity paid nonadvisory expenses of $1,971,367 for the fiscal year
ended Aug. 31, 1997,  $1,439,851  for the fiscal year ended 1996, and $1,758,233
for the fiscal year 1995.

Aggressive  Growth paid  nonadvisory  expenses  of $595,678  for the fiscal year
ended Aug. 31, 1997,  $555,212 for the fiscal year ended 1996,  and $397,865 for
the fiscal year 1995.

Special Income paid  nonadvisory  expenses of $470,062 for the fiscal year ended
Aug.  31, 1997,  $534,757  for the fiscal year ended 1996,  and $527,883 for the
fiscal year 1995.

Moneyshare paid nonadvisory  expenses of $112,930 for the fiscal year ended Aug.
31, 1997,  $134,008  for the fiscal year ended 1996,  and $68,790 for the fiscal
year 1995.

Managed paid nonadvisory expenses of $781,442 for the fiscal year ended Aug. 31,
1997,  $857,900 for the fiscal year ended 1996,  and  $1,006,486  for the fiscal
year 1995.
    

Administrative Services Agreement

The Funds  have an  Administrative  Services  Agreement  with  AEFC.  Under this
agreement,  the  Funds  pay AEFC for  providing  administration  and  accounting
services. The fee is calculated as follows:

Capital Resource

assets                  Annual rate at
(billions)              each asset level
- -----------------       ---------------------
First  $1               0.050%
Next  $1                0.045
Next  $1                0.040
Next  $3                0.035
Over  $6                0.030



<PAGE>


International Equity

assets                  Annual rate at
(billions)              each asset level
- -----------------       ---------------------
First $0.25             0.060%
Next $0.25              0.055
Next $0.25              0.050
Next $0.25              0.045
Next $1                 0.040
Over $2                 0.035

Aggressive Growth

assets                  Annual rate at
(billions)              each asset level
- -----------------       ---------------------
First $0.25             0.060%
Next $0.25              0.055
Next $0.25              0.050
Next $0.25              0.045
Next $1                 0.040
Over $2                 0.035

Special Income

assets                  Annual rate at
(billions)              each asset level
- -----------------       ---------------------
First  $1               0.050%
Next  $1                0.045
Next  $1                0.040
Next  $3                0.035
Next  $3                0.030
Over  $9                0.025

Moneyshare

assets                  Annual rate at
(billions)              each asset level
- -----------------       ---------------------
First  $1               0.030%
Next  $0.5              0.027
Next  $0.5              0.025
Next  $0.5              0.022
Over  $2.5              0.020



<PAGE>


Managed

assets                  Annual rate at
(billions)              each asset level
- -----------------       ---------------------
First  $0.5             0.040%
Next  $0.5              0.035
Next  $1                0.030
Next  $1                0.025
Next  $3                0.020
Over  $6                0.020

   
On Aug. 31, 1997, the daily rate applied to Capital Resource was equal to 0.041%
on an annual basis.

On Aug. 31, 1997,  the daily rate applied to  International  Equity was equal to
0.046% on an annual basis.

On Aug.  31,  1997,  the daily rate  applied to  Aggressive  Growth was equal to
0.044% on an annual basis.

On Aug. 31, 1997,  the daily rate applied to Special  Income was equal to 0.048%
on an annual basis.

On Aug. 31, 1997, the daily rate applied to Moneyshare was equal to 0.030% on an
annual basis.

On Aug.  31,  1997,  the daily rate applied to Managed was equal to 0.027% on an
annual basis.
    

Investment Advisory Agreements

IDS Life  and AEFC  have an  Investment  Advisory  Agreement  under  which  AEFC
executes  purchases and sales and negotiates  brokerage as directed by IDS Life.
For its services,  IDS Life pays AEFC a fee based on a percentage of each Fund's
average  daily  net  assets  for the  year.  This  fee is  equal  to  0.35%  for
International Equity Fund and 0.25% for each remaining fund.

   
AEFC  has a  Sub-Investment  Advisory  Agreement  with  American  Express  Asset
International  Inc. under which AEFC pays American  Express Asset  International
Inc.  a fee equal on an annual  basis to 0.50% of  International  Equity  Fund's
daily net assets for providing investment advice for the Fund.

For the fiscal year ended Aug. 31, 1997, IDS Life paid AEFC  $11,405,895 for its
services in connection  with Capital  Resource  Fund.  For fiscal year 1996, the
amount was $10,767,468 and for fiscal year 1995 it was $8,118,175.

For the fiscal period ended Aug. 31, 1997, IDS Life paid AEFC $7,127,500 for its
services in connection with International Equity Fund. For fiscal year 1996, the
amount was $5,895,097 and for fiscal year 1995 it was $4,947,617.
    



<PAGE>


   
For the fiscal period ended Aug. 31, 1997, IDS Life paid AEFC $5,385,048 for its
services in connection  with  Aggressive  Growth Fund. For fiscal year 1996, the
amount was $4,281,869 and for fiscal year 1995 it was $2,589,057.

For the fiscal year ended Aug. 31, 1997,  IDS Life paid AEFC  $4,808,246 for its
services in  connection  with  Special  Income Fund.  For fiscal year 1996,  the
amount was $4,698,757 and for fiscal year 1995 it was $3,806,813.

For the fiscal year ended Aug.  31,  1997,  IDS Life paid AEFC  $907,423 for its
services in connection  with  Moneyshare  Fund. For fiscal year 1996, the amount
was $621,885 and for the fiscal year 1995 it was $494,845.

For the fiscal year end Aug. 31, 1997,  IDS Life paid AEFC  $10,013,842  for its
services in connection  with Managed Fund.  For fiscal year 1996, the amount was
$8,355,352, and for the fiscal year 1995 it was $6,674,716.
    

Information  concerning  other funds advised by IDS Life or AEFC is contained in
the prospectus.

DIRECTORS AND OFFICERS

   
The  following  is a list of the Fund's  directors.  They serve 15 Master  Trust
Portfolios  and 47 IDS and IDS Life  funds.  All shares have  cumulative  voting
rights when voting on the election of directors.

H. Brewster Atwater, Jr.
Born in 1931.
4900 IDS Tower
Minneapolis, MN

Retired chairman and chief executive officer, General Mills, Inc.
Director, Merck & Co., Inc. and Darden Restaurants, Inc.
    

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,  Union Pacific
Resources and FPL Group,  Inc. (holding company for Florida Power and Light) and
the Interpublic Group of Companies, Inc. (advertising).



<PAGE>


Robert F. Froehlke+
Born in 1922.
1201 Yale Place
Minneapolis, MN

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 AEFC. Previously, senior vice
president, finance and chief financial officer of AEFC.

Heinz F. Hutter+'
Born in 1929.
P.O. Box 5724
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.
       

James A. Mitchell**
Born in 1941.
2900 IDS Tower
Minneapolis, MN

Executive  Vice  President,  AEFC.  Director,  chairman  of the  board and chief
executive officer, IDS Life.

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

   
Chairman  of the Board,  Board  Services  Corporation  (provides  administrative
services to boards).  Director,  trustee  and officer of  registered  investment
companies  whose boards are served by the company.  Former vice  chairman of the
board, Cargill, Incorporated (commodity merchants and processors).
    


<PAGE>


   
Alan K. Simpson'
Born in 1931.
1201 Sunshine Ave.
Cody, WY

Former three-term United States Senator for Wyoming. Former Assistant Republican
Leader, U.S. Senate. Director, Pacific Corp. (electric power).
    

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 AEFC.
    

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 by reason of being an officer of the funds.
**Interested  person by reason of being an officer,  director,  employee  and/or
shareholder of AEFC or American Express.



<PAGE>


   
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 chairman,  and Mr. Thomas,  who is president,
the fund's other officers are:

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

President, treasurer and corporate secretary of Board Services Corporation. Vice
president, general counsel and secretary for the funds.

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

Director    and    senior    vice    president-investments    of   AEFC.    Vice
president-investments for the funds.

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

Director,  senior vice president and chief financial officer of AEFC.  Director,
Executive vice president and controller of IDS Life Insurance Company. Treasurer
for the Funds.
    

Members  of the board who are not  officers  of the Fund or of AEFC  receive  an
annual fee of $3,200 for IDS Life  Capital  Resource  Fund,  $1,500 for IDS Life
International  Equity Fund and IDS Life Aggressive  Growth Fund,  $1,400 for IDS
Life Special Income Fund,  $200 for IDS Life  Moneyshare Fund and $2,600 for IDS
Life  Managed  Fund  and  the  Chair  of the  Contracts  Committee  receives  an
additional  $90.  Board members  receive a $50 per day  attendance fee for board
meetings. The attendance fee for meetings of the Contracts and Investment Review
Committee is $50; for meetings of the Audit  Committee and  Personnel  Committee
$25 and for traveling from out-of-state $8. Expenses for attending  meetings are
reimbursed.

During the fiscal year that ended Aug. 31, 1997,  the members of the board,  for
attending up to 32 meetings, received the following compensation, in total, from
all funds in the IDS MUTUAL FUND GROUP.



<PAGE>


   
Life Capital Resource
<TABLE>
<CAPTION>

                                        Board Compensation

                                        Pension or             Estimated            Total Cash
                       Aggregate        Retirement             annual               compensation
                       compensation     benefits accrued       benefit on           from the IDS
Board member           from the fund    as Fund expenses*      retirement           MUTUAL FUND GROUP
- ---------------------- ---------------- ---------------------- -------------------- -------------------------
<S>                     <C>              <C>                    <C>                  <C>     
H. Brewster Atwater,    $3,331           $0                     $0                   $ 83,100
Jr.
     (part of year)     4 ,097            0                      0                     96,600
Lynne V. Cheney
Robert F. Froehlke      4,131             0                      0                   103,800
Heinz F. Hutter         4,166             0                      0                   105,500
Anne P. Jones           4,383             0                      0                   110,800
Melvin R. Laird         4,113             0                      0                     97,800
Alan K. Simpson         2,670             0                      0                     62,400
     (part of year)
Edson W. Spencer        4,527             0                      0                   127,000
Wheelock Whitney        4,216             0                      0                   108,700
C. Angus Wurtele        4,241             0                      0                   109,900

Life International Equity

                                        Board Compensation

                                        Pension or             Estimated            Total Cash
                       Aggregate        Retirement             annual               compensation
                       compensation     benefits accrued       benefit on           from the IDS
Board member           from the fund    as Fund expenses*      retirement           MUTUAL FUND GROUP
- ---------------------- ---------------- ---------------------- -------------------- -------------------------
H. Brewster Atwater,   $1,965           $0                     $0                   $ 83,100
Jr.
     (part of year)      2,330            0                      0                     96,600
Lynne V. Cheney
Robert F. Froehlke       2,427            0                      0                   103,800
Heinz F. Hutter          2,462            0                      0                   105,500
Anne P. Jones            2,585            0                      0                   110,800
Melvin R. Laird          2,346            0                      0                     97,800
Alan K. Simpson          1,524            0                      0                     62,400
     (part of year)
Edson W. Spencer         2,824            0                      0                   127,000
Wheelock Whitney         2,512            0                      0                   108,700
C. Angus Wurtele         2,537            0                      0                   109,900

Life Aggressive Growth

                                        Board Compensation

                                        Pension or             Estimated            Total Cash
                       Aggregate        Retirement             annual               compensation
                       compensation     benefits accrued       benefit on           from the IDS
Board member           from the fund    as Fund expenses*      retirement           MUTUAL FUND GROUP
- ---------------------- ---------------- ---------------------- -------------------- -------------------------
H. Brewster Atwater,   $1,965           $0                     $0                   $ 83,100
Jr.
     (part of year)      2,317            0                      0                     96,600
Lynne V. Cheney
Robert F. Froehlke       2,415            0                      0                   103,800
Heinz F. Hutter          2,450            0                      0                   105,500
Anne P. Jones            2,572            0                      0                   110,800
Melvin R. Laird          2,333            0                      0                     97,800
Alan K. Simpson          1,524            0                      0                     62,400
     (part of year)
Edson W. Spencer         2,811            0                      0                   127,000
Wheelock Whitney         2,500            0                      0                   108,700
C. Angus Wurtele         2,525            0                      0                   109,900
</TABLE>


<PAGE>


Life Special Income
<TABLE>
<CAPTION>

                                        Board Compensation

                                        Pension or             Estimated            Total Cash
                       Aggregate        Retirement             annual               compensation
                       compensation     benefits accrued       benefit on           from the IDS
Board member           from the fund    as Fund expenses*      retirement           MUTUAL FUND GROUP
- ---------------------- ---------------- ---------------------- -------------------- -------------------------
<S>                    <C>              <C>                    <C>                  <C>     
H. Brewster Atwater,   $1,881           $0                     $0                   $ 83,100
Jr.
     (part of year)      2,246            0                      0                     96,600
Lynne V. Cheney
Robert F. Froehlke       2,347            0                      0                   103,800
Heinz F. Hutter          2,382            0                      0                   105,500
Anne P. Jones            2,498            0                      0                   110,800
Melvin R. Laird          2,262            0                      0                     97,800
Alan K. Simpson          1,453            0                      0                     62,400
     (part of year)
Edson W. Spencer         2,743            0                      0                   127,000
Wheelock Whitney         2,432            0                      0                   108,700
C. Angus Wurtele         2,457            0                      0                   109,900

Life Moneyshare

                                        Board Compensation

                                        Pension or             Estimated            Total Cash
                       Aggregate        Retirement             annual               compensation
                       compensation     benefits accrued       benefit on           from the IDS
Board member           from the fund    as Fund expenses*      retirement           MUTUAL FUND GROUP
- ---------------------- ---------------- ---------------------- -------------------- -------------------------
H. Brewster Atwater,   $   869          $0                     $0                   $ 83,100
Jr.
     (part of year)         953           0                      0                     96,600
Lynne V. Cheney
Robert F. Froehlke       1,102            0                      0                   103,800
Heinz F. Hutter          1,137            0                      0                   105,500
Anne P. Jones            1,182            0                      0                   110,800
Melvin R. Laird             969           0                      0                     97,800
Alan K. Simpson             593           0                      0                     62,400
     (part of year)
Edson W. Spencer         1,498            0                      0                   127,000
Wheelock Whitney         1,187            0                      0                   108,700
C. Angus Wurtele         1,212            0                      0                   109,900

Life Managed

                                        Board Compensation

                                        Pension or             Estimated            Total Cash
                       Aggregate        Retirement             annual               compensation
                       compensation     benefits accrued       benefit on           from the IDS
Board member           from the fund    as Fund expenses*      retirement           MUTUAL FUND GROUP
- ---------------------- ---------------- ---------------------- -------------------- -------------------------
H. Brewster Atwater,   $2,757           $0                     $0                   $ 83,100
Jr.
     (part of year)      3,383            0                      0                     96,600
Lynne V. Cheney
Robert F. Froehlke       3,445            0                      0                   103,800
Heinz F. Hutter          3,480            0                      0                   105,500
Anne P. Jones            3,655            0                      0                   110,800
Melvin R. Laird          3,399            0                      0                     97,800
Alan K. Simpson          2,169            0                      0                     62,400
     (part of year)
Edson W. Spencer         3,841            0                      0                   127,000
Wheelock Whitney         3,530            0                      0                   108,700
C. Angus Wurtele         3,555            0                      0                   109,900
</TABLE>
    


<PAGE>


   
On Aug. 31, 1997,  the Fund's  directors and officers as a group owned less than
1% of the outstanding shares.
    

*The Fund had a retirement plan for its independent board members.  The plan was
terminated April 30, 1996.

CUSTODIAN

The Funds' 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 with  sub-custodians or in central  depository  systems as allowed by
federal law.

INDEPENDENT AUDITORS

   
The Funds' financial  statements contained in their Annual Report, as of and for
the year ended Aug. 31, 1997,  are audited by  independent  auditors,  KPMG Peat
Marwick LLP, 4200 Norwest Center, 90 S. Seventh St., Minneapolis, MN 55402-3900.
IDS Life has agreed that it will send a copy of this  report and the  Semiannual
Report to every  annuity  contract  owner  having an interest in the funds.  The
independent  auditors also provide other accounting and tax-related  services as
requested by the Funds.
    

FINANCIAL STATEMENTS

   
The Independent  Auditors' Report and Financial  Statements,  including Notes to
the  Financial  Statements  and  the  Schedule  of  Investments  in  Securities,
contained in the 1997 Annual  Report to the  shareholders  of Capital  Resource,
International Equity,  Aggressive Growth, Special Income, Moneyshare and Managed
Funds,  pursuant to Section  30(d) of the  Investment  Company  Act of 1940,  as
amended, are hereby incorporated in this Statement of Additional  Information by
reference.  No other portion of the Annual Report,  however,  is incorporated by
reference.
    

PROSPECTUS

   
The prospectus dated Oct. 30, 1997, is hereby  incorporated in this Statement of
Additional Information by reference.
    


<PAGE>

APPENDIX A

DESCRIPTION OF CORPORATE  BOND RATINGS AND ADDITIONAL  INFORMATION ON INVESTMENT
POLICIES FOR INVESTMENTS OF CAPITAL RESOURCE AND SPECIAL INCOME FUNDS

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

Aaa/AAA - Judged to be of the best  quality  and  carry the  smallest  degree of
investment risk. Interest and principal are secure.

Aa/AA - Judged to be high-grade  although margins of protection for interest and
principal may not be quite as good as Aaa or AAA rated securities.

A - Considered  upper-medium  grade.  Protection  for interest and  principal is
deemed adequate but may be susceptible to future impairment.

Baa/BBB -  Considered  medium-grade  obligations.  Protection  for  interest and
principal is adequate over the short-term;  however,  these obligations may have
certain speculative characteristics.

Ba/BB - Considered to have speculative elements.  The protection of interest and
principal payments may be very moderate.

B - Lack  characteristics  of the  desirable  investments.  There  may be  small
assurance over any long period of time of the payment of interest and principal.

Caa/CCC - Are of poor  standing.  Such  issues may be in default or there may be
risk with respect to principal or interest.

Ca/CC - Represent obligations that are highly speculative. Such issues are often
in default or have other marked shortcomings.

C - Are obligations  with a higher degree of speculation.  These securities have
major risk exposures to default.

D - Are in  payment  default.  The D rating is used when  interest  payments  or
principal payments are not made on the due date.

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



<PAGE>


Definitions of Zero-Coupon and Pay-In-Kind Securities

A  zero-coupon  security is a security  that is sold at a deep discount from its
face value and makes no periodic interest payments. The buyer of such a security
receives  a rate of return by gradual  appreciation  of the  security,  which is
redeemed at face value on the maturity date.

A pay-in-kind  security is a security in which the issuer has the option to make
interest payments in cash or in additional securities.  The securities issued as
interest  usually  have  the  same  terms,   including  maturity  date,  as  the
pay-in-kind securities.


<PAGE>


APPENDIX B

FOREIGN CURRENCY TRANSACTIONS FOR INVESTMENTS OF ALL FUNDS EXCEPT MONEYSHARE

Since  investments in foreign  companies  usually involve  currencies of foreign
countries,  and since the Fund may hold cash and cash-equivalent  investments in
foreign  currencies,  the value of the Fund'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, the Fund may incur costs in connection
with conversions between various currencies.

Spot  Rates and  Forward  Contracts.  The Fund  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.

The Fund may enter into forward  contracts to settle a security  transaction  or
handle  dividend and interest  collection.  When the Fund 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,  the Fund 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.

The Fund also may enter  into  forward  contracts  when  management  of the Fund
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 of the  fund's  portfolio  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.  The
Fund will not enter into such  forward  contracts  or maintain a net exposure to
such  contracts  when  consummating  the  contracts  would  obligate the Fund to
deliver  an  amount of  foreign  currency  in excess of the value of the  Fund's
portfolio securities or other assets denominated in that currency.

The Fund will  designate  cash or  securities in an amount equal to the value of
the Fund'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 the Fund's
commitments on such contracts.



<PAGE>


At  maturity  of a forward  contract,  the Fund may  either  sell the  portfolio
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 the  Fund  retains  the  portfolio  security  and  engages  in an  offsetting
transaction,  the Fund will incur a gain or a loss (as  described  below) to the
extent there has been movement in forward contract  prices.  If the Fund 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 the Fund enters into a forward  contract for selling  foreign  currency and
the date it enters  into an  offsetting  contract  for  purchasing  the  foreign
currency,  the fund will  realize a gain to the extent 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,  the Fund 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 the
Fund 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 the Fund 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  portfolio  security if its market  value  exceeds the amount of
foreign currency the Fund is obligated to deliver.

The  Fund's  dealing in forward  contracts  will be limited to the  transactions
described  above.  This method of protecting  the value of the Fund's  portfolio
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 the Fund 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  shareholders  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 the Fund at one rate,
while  offering a lesser rate of exchange  should the Fund desire to resell that
currency to the dealer.

Options  on  Foreign  Currencies.  The Fund 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  portfolio  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 portfolio  securities,  the Fund may buy put options
on the foreign  currency.  If the value of the currency does  decline,  the Fund
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 its portfolio which
otherwise would have resulted.


<PAGE>


As in the case of other  types of  options,  however,  the  benefit  to the Fund
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,  the
Fund 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.

The Fund may write options on foreign  currencies  for the same types of hedging
purposes.  For example,  when the Fund 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 portfolio  securities  will be
fully or partially offset by the amount of the premium received.

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 the Fund 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,  the Fund 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 the Fund 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 its  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 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 the fund to liquidate open positions at a profit
prior to  exercise  or  expiration,  or to limit  losses in the event of adverse
market movements.



<PAGE>


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 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

The Fund may enter into currency futures  contracts to sell currencies.  It also
may buy put 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.  The Fund may use  currency  futures  for the  same  purposes  as
currency  forward  contracts,   subject  to  CFTC  limitations,   including  the
limitation  on the  percentage  of  assets  that may be used,  described  in the
prospectus.  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
the  Fund's  investments.  A  currency  hedge,  for  example,  should  protect a
Yen-denominated bond against a decline in the Yen, but will not protect the Fund
against price decline if the issuer's creditworthiness deteriorates. Because the
value of the Fund'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 the Fund's  investments
denominated in that currency over time.

The Fund will not use leverage in its options and futures  strategies.  The Fund
will hold  securities  or other  options or futures  positions  whose values are
expected  to offset its  obligations.  The Fund will not enter into an option or
futures  position that exposes the fund 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.


<PAGE>


APPENDIX C

DESCRIPTION OF MONEY MARKET SECURITIES

Certificates  of Deposit -- A  certificate  of deposit is a  negotiable  receipt
issued by a bank or savings and loan  association in exchange for the deposit of
funds. The issuer agrees to pay the amount deposited, plus interest, on the date
specified on the certificate.

Time Deposit -- A time deposit is a non-negotiable deposit in a bank for a fixed
period of time.

Bankers'  Acceptances -- A bankers'  acceptance  arises from a short-term credit
arrangement  designed to enable businesses to obtain funds to finance commercial
transactions.  It is a time draft  drawn on a bank by an exporter or an importer
to obtain a stated amount of funds to pay for specific merchandise. The draft is
then "accepted" by a bank that, in effect, unconditionally guarantees to pay the
face value of the instrument on its maturity date.

Commercial  Paper  --  Commercial  paper  is  generally   defined  as  unsecured
short-term  notes  issued in bearer form by large  well-known  corporations  and
finance  companies.  Maturities on  commercial  paper range from one day to nine
months.

Commercial  paper rated A by  Standard & Poor's  Corporation  has the  following
characteristics:   Liquidity  ratios  are  better  than  the  industry  average.
Long-term senior debt rating is "A" or better. The issuer has access to at least
two  additional  channels of  borrowing.  Basic  earnings  and cash flow have an
upward trend with  allowances  made for unusual  circumstances.  Typically,  the
issuer's industry is well  established,  the issuer has a strong position within
its industry and the  reliability  and quality of  management  is  unquestioned.
Issuers  rated  A are  further  rated  by use of  numbers  1, 2 and 3 to  denote
relative strength within this highest classification.

A Prime  rating is the  highest  commercial  paper  rating  assigned  by Moody's
Investors  Services Inc. Issuers rated Prime are further rated by use of numbers
1, 2 and 3 to denote relative strength within this highest classification. Among
the factors  considered  by Moody's in  assigning  ratings for an issuer are the
following:  (1)  management;  (2)  economic  evaluation  of the  industry and an
appraisal of speculative  type risks which may be inherent in certain areas; (3)
competition and customer acceptance of products;  (4) liquidity;  (5) amount and
quality of long-term debt; (6) ten year earnings trends;  (7) financial strength
of a parent company and the relationships  which exist with the issuer;  and (8)
recognition by management of obligations  which may be present or may arise as a
result of public interest questions and preparations to meet such obligations.

Letters of Credit -- A letter of credit is a  short-term  note  issued in bearer
form with a bank letter of credit which provides that the bank pay to the bearer
the amount of the note upon presentation.

U.S.  Treasury Bills -- Treasury bills are issued with  maturities of any period
up to one year.  Three-month  and six-month  bills are currently  offered by the
Treasury on 13-week and 26-week cycles  respectively and are auctioned each week
by the Treasury.  Treasury bills are issued in book entry form and are sold only
on a discount basis, i.e. the


<PAGE>


difference  between  the  purchase  price  and the  maturity  value  constitutes
interest income for the investor. If they are sold before maturity, a portion of
the income received may be a short-term capital gain.

U.S.  Government  Agency  Securities  --  Federal  agency  securities  are  debt
obligations  which  principally   result  from  lending  programs  of  the  U.S.
government.  Housing  and  agriculture  have  traditionally  been the  principal
beneficiaries  of Federal credit  programs,  and agencies  involved in providing
credit to agriculture and housing account for the bulk of the outstanding agency
securities.

Repurchase  Agreements -- A repurchase  agreement  involves the  acquisition  of
securities  by the  Portfolio,  with  the  concurrent  agreement  by a bank  (or
securities  dealer  if  permitted  by  law  or  regulation),  to  reacquire  the
securities at the portfolio's cost, plus interest,  within a specified time. The
Portfolio  thereby receives a fixed rate of return on this investment,  one that
is insulated from market and rate  fluctuations  during the holding  period.  In
these transactions,  the securities acquired by the Portfolio have a total value
equal to or in excess of the value of the  repurchase  agreement and are held by
the Portfolio's custodian until required.  Pursuant to guidelines established by
the Fund's board of directors,  the  creditworthiness  of the other party to the
transaction is considered and the value of those  securities  held as collateral
is monitored to ensure that such value is maintained at the required level.

If AEFC becomes aware that a security  owned by a Fund is  downgraded  below the
second  highest  rating,  AEFC will either sell the security or recommend to the
Fund's board of directors why it should not be sold.


<PAGE>


APPENDIX D

OPTIONS AND STOCK INDEX FUTURES  CONTRACTS FOR INVESTMENTS OF CAPITAL  RESOURCE,
INTERNATIONAL EQUITY, AGGRESSIVE GROWTH AND MANAGED FUNDS

Capital Resource,  International Equity, Aggressive Growth and Managed Funds may
buy  or  write  options  traded  on  any  U.S.  or  foreign  exchange  or in the
over-the-counter  market.  The fund may enter into stock index futures contracts
traded on any U.S. or foreign  exchange.  The Fund 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  investment  manager
believes a liquid  secondary market exists for the options and only from dealers
and institutions the investment  manager 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,  the Fund could be required to buy or
sell securities at  disadvantageous  prices,  thereby incurring losses.  Managed
Fund also may enter into interest rate futures contracts - see Appendix E.

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  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  and  futures  contracts  may  benefit  a fund and its  shareholders  by
improving the fund'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.  They also may
be used  for  investment.  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 fund  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

<PAGE>


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 fund for investment purposes. Options
permit  a fund to  experience  the  change  in the  value of a  security  with a
relatively small initial cash  investment.  The risk a fund assumes when it buys
an option is the loss of the premium.  To be beneficial to a fund,  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 subsequent sale (in the case of
a call) or  purchase  (in the case 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.  Each Fund will write covered options when it feels it
is appropriate and will follow these guidelines:

'Underlying securities will continue to be bought or sold solely on the basis of
investment considerations consistent with each fund's goal.

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

'Each  Fund 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.)

'Each  Fund will  write  options  only as  permitted  under  applicable  laws or
regulations,  such as those that limit the amount of total assets subject to the
options.  Some regulations  also affect the Custodian.  When a covered option is
written,  the  Custodian  segregates  the  underlying  securities,  and issues a
receipt.  There are certain rules regarding banks issuing such receipts that may
restrict the amount of covered call options written.  Furthermore,  each fund is
limited to pledging not more than 15% of the cost of its total assets.

Net  premiums on call  options  closed or premiums on expired  call  options are
treated as  short-term  capital  gains.  Since each Fund 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 the Fund.  The
premium received upon writing the option is added to the proceeds  received from
the sale of the security.  The Fund will  recognize a capital gain or loss based
upon the  difference  between the proceeds and the  security's  basis.  Premiums
received from writing  outstanding  options are included as a deferred credit in
the Statement of Assets and Liabilities and adjusted daily to the current market
value.

Options on many  securities  are listed on options  exchanges.  If a Fund writes
listed options, it will follow the rules of the options exchange.  The Custodian
will segregate the underlying securities and issue a receipt.  There are certain
rules regarding issuing such

<PAGE>


receipts that may restrict the amount of covered call options  written.  Further
the Funds are limited to  pledging  not more than 15% of the cost of their total
assets.  Options  are  valued at the close of the New York  Stock  Exchange.  An
option listed on a national exchange 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.

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 fund 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,  the fund will gain
$500 x (154-150) or $2,000. If the fund 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, the fund 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 the Fund upon entering into stock index futures contracts.  However,
the Fund  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 the Fund 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 the fund 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 fund  enters  into a
contract in which it benefits from a rise in

<PAGE>


the value of an index and the price of the underlying stock index has risen, the
fund 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,  the fund would be required to make a variation  margin payment to the
broker equal to the decline in value.

How These Funds Would Use Stock Index Futures Contracts. The Funds intend to use
stock  index  futures  contracts  and  related  options  for hedging and not for
speculation.  Hedging permits a fund to gain rapid exposure to or protect itself
from changes in the market. For example, a fund 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, the Fund 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 Fund may enter into contracts with respect to any stock index or sub-index. To
hedge the  Fund's  portfolio  successfully,  however,  the fund must  enter into
contracts  with respect to indexes or  sub-indexes  whose  movements will have a
significant  correlation  with movements in the prices of the Fund's  individual
portfolio securities.

Special Risks of Transactions in Stock Index Futures Contracts.

1. Liquidity. Each Fund 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 the fund. The Fund 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 the Fund,  and the Fund 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 the Funds intend 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,  the
Fund 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
subject to initial margin and variation

<PAGE>


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  stock  index  futures  contracts  and  movements  in the  value of
securities  subject to the hedge.  If this occurred,  a fund could lose money on
the  contracts  and also  experience  a decline  in the  value of its  portfolio
securities.  While this could occur,  the investment  manager believes that over
time the value of the Fund's  portfolio  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 the
fund's portfolio securities sought to be hedged. It is also possible that if the
Fund has  hedged  against  a  decline  in the  value of the  stocks  held in its
portfolio and stock prices increase  instead,  the Fund 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 the Fund 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.
The Fund 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, the fund 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 fund
exercising a put, for example, would receive the difference between the exercise
price 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 stock index  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. The funds will not purchase options unless the market
for such options

<PAGE>


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 the  funds  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
fund 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, each Fund 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 the Fund 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 stock indexes is currently  unclear,  although the Funds'
tax advisers  currently believe marking to market is not required.  Depending on
developments,  a fund may seek Internal Revenue Service (IRS) rulings clarifying
questions concerning such treatment.  Certain provisions of the Internal Revenue
Code may also limit a fund's ability to engage in futures  contracts and related
options  transactions.  For example,  at the close of each quarter of the Fund'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 fund may be  required  to defer  closing  out a contract
beyond the time when it might  otherwise be advantageous to do so. The fund 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.

Accounting  for  futures  contracts  will be  according  to  generally  accepted
accounting principles.  Initial margin deposits will be recognized as assets due
from a broker (the fund'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.


<PAGE>


APPENDIX E

OPTIONS AND INTEREST RATE FUTURES  CONTRACTS FOR  INVESTMENTS  OF SPECIAL INCOME
AND MANAGED FUNDS

The Funds may buy or write options traded on any U.S. or foreign  exchange or in
the  over-the-counter  market.  The Fund may enter into  interest  rate  futures
contracts traded on any U.S. or foreign exchange. The Fund also may buy or write
put and call options on these futures.  Options in the  over-the-counter  market
will be purchased only when the investment  manager  believes a liquid secondary
market  exists  for the  options  and only from  dealers  and  institutions  the
investment  manager  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,  the fund could be required to buy or sell  securities at
disadvantageous  prices,  thereby incurring losses.  Managed Fund also may enter
into stock index futures contracts - see Appendix D.

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  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 stock 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  value 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 (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.

Options  can  be  used  to  produce  incremental  earnings,  protect  gains  and
facilitate  buying and selling  securities for investment  purposes.  The use of
options  and  futures  contracts  may  benefit  a fund and its  shareholders  by
improving the fund'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.  They also may
be used  for  investment.  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,  the fund  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


<PAGE>


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 fund for investment purposes. Options
permit  the fund to  experience  the  change in the value of a  security  with a
relatively small initial cash investment. The risk the fund assumes when it buys
an option is the loss of the premium. To be beneficial to the fund, 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 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 fund will write covered options when it feels it is
appropriate and will follow these guidelines:

'Underlying securities will continue to be bought or sold solely on the basis of
investment considerations consistent with the fund's goal.

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

'The  fund  will  write  options  only as  permitted  under  applicable  laws or
regulations,  such as those that limit the amount of total assets subject to the
options.

Net  premiums on call  options  closed or premiums on expired  call  options are
treated  as  short-term  capital  gains.  Since a fund 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 the fund.  The
fund will recognize a capital gain or loss based upon the difference between the
proceeds and the security's basis.

Options on many  securities  are listed on options  exchanges.  If a fund writes
listed options,  it will follow the rules of the options  exchange.  Options are
valued  at the  close of the New York  Stock  Exchange.  An  option  listed on a
national exchange 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.

FUTURES CONTRACTS. A futures contract is an agreement between two parties to buy
and sell a security for a set price on a future date. They have been established
by boards of trade which have been designated  contract markets by the Commodity
Futures Trading Commission (CFTC). Futures contracts trade on these markets in a
manner similar to the way a stock trades on a stock exchange,  and the boards of
trade,  through  their  clearing  corporations,  guarantee  performance  of  the
contracts.  Currently, there are futures contracts based on such debt securities
as long-term U.S.  Treasury bonds,  Treasury notes,  GNMA modified  pass-through
mortgage-backed   securities,   three-month   U.S.   Treasury   bills  and  bank
certificates of deposit. While futures contracts based on debt

<PAGE>


securities  do provide for the  delivery  and  acceptance  of  securities,  such
deliveries and acceptances are very seldom made. Generally, the futures contract
is  terminated  by  entering  into  an  offsetting  transaction.  An  offsetting
transaction for a futures  contract sale is effected by the fund entering into a
futures contract  purchase for the same aggregate amount of the specific type of
financial  instrument  and same delivery  date. If the price in the sale exceeds
the  price  in the  offsetting  purchase,  the  fund  immediately  is  paid  the
difference  and realizes a gain. If the  offsetting  purchase  price exceeds the
sale price, the fund pays the difference and realizes a loss. Similarly, closing
out a futures contract  purchase is effected by the fund entering into a futures
contract sale. If the offsetting sale price exceeds the purchase price, the fund
realizes a gain,  and if the  offsetting  sale  price is less than the  purchase
price,  the fund  realizes a loss.  At the time a futures  contract  is made,  a
good-faith  deposit called initial margin is set up within a segregated  account
at the fund's custodian bank. The initial margin deposit is  approximately  1.5%
of a contract's face value. Daily thereafter, the futures contract is valued and
the payment of variation  margin is required so that each day the fund would pay
out cash in an amount  equal to any decline in the  contract's  value or receive
cash equal to any  increase.  At the time a futures  contract  is closed  out, a
nominal  commission is paid,  which is generally  lower than the commission on a
comparable transaction in the cash markets.

The purpose of a futures contract,  in the case of a portfolio holding long-term
debt  securities,  is to gain the benefit of changes in interest  rates  without
actually buying or selling  long-term debt  securities.  For example,  if a fund
owned  long-term  bonds and interest  rates were expected to increase,  it might
enter into futures  contracts to sell securities  which would have much the same
effect as selling some of the long-term  bonds it owned.  Futures  contracts are
based on types of debt  securities  referred to above,  which have  historically
reacted to an increase or decline in interest rates in a fashion  similar to the
debt securities the fund owns. If interest rates did increase,  the value of the
debt  securities in the  portfolio  would  decline,  but the value of the fund's
futures contracts would increase at approximately the same rate, thereby keeping
the net asset value of the fund from  declining  as much as it  otherwise  would
have. If, on the other hand, the fund held cash reserves and interest rates were
expected to decline,  the fund might enter into interest rate futures  contracts
for the purchase of securities.  If short-term  rates were higher than long-term
rates,  the ability to continue  holding these cash  reserves  would have a very
beneficial  impact on the fund's  earnings.  Even if  short-term  rates were not
higher,  the fund would still  benefit from the income  earned by holding  these
short-term investments. At the same time, by entering into futures contracts for
the purchase of  securities,  the fund could take  advantage of the  anticipated
rise in the value of  long-term  bonds  without  actually  buying them until the
market had stabilized.  At that time, the futures  contracts could be liquidated
and the fund's cash reserves  could then be used to buy  long-term  bonds on the
cash market.  The fund could  accomplish  similar  results by selling bonds with
long maturities and investing in bonds with short maturities when interest rates
are  expected to increase or by buying  bonds with long  maturities  and selling
bonds with short maturities when interest rates are expected to decline.  But by
using futures  contracts as an investment tool,  given the greater  liquidity in
the futures  market than in the cash market,  it might be possible to accomplish
the  same  result  more  easily  and more  quickly.  Successful  use of  futures
contracts  depends on the  investment  manager's  ability to predict  the future
direction  of  interest  rates.  If  the  investment   manager's  prediction  is
incorrect,  the fund would have been better off had it not entered  into futures
contracts.



<PAGE>


OPTIONS ON  FUTURES  CONTRACTS.  Options  give the holder a right to buy or sell
futures contracts in the future.  Unlike a futures contract,  which requires the
parties to the contract to buy and sell a security on a set date, an option on a
futures contract merely entitles its holder to decide on or before a future date
(within nine months of the date of issue) whether to enter into such a contract.
If the holder  decides not to enter into the  contract,  all that is lost is the
amount  (premium)  paid for the  option.  Furthermore,  because the value of the
option is fixed at the point of sale,  there  are no daily  payments  of cash to
reflect the change in the value of the underlying  contract.  However,  since an
option  gives the buyer the right to enter into a contract  at a set price for a
fixed  period of time,  its value does change daily and that change is reflected
in the net asset value of the fund.

Risks.  There are risks in engaging in each of the  management  tools  described
above. The risk a fund assumes when it buys an option is the loss of the premium
paid for the option. Purchasing options also limits the use of monies that might
otherwise be available for long-term investments.

The risk involved in writing  options on futures  contracts the fund owns, or on
securities  held in its  portfolio,  is that there  could be an  increase in the
market value of such contracts or securities. If that occurred, the option would
be exercised and the asset sold at a lower price than the cash market price.  To
some extent,  the risk of not realizing a gain could be reduced by entering into
a closing  transaction.  The fund  could  enter  into a closing  transaction  by
purchasing an option with the same terms as the one it had previously  sold. The
cost to close the option and terminate the fund's obligation,  however, might be
more or less than the  premium  received  when it  originally  wrote the option.
Furthermore,  the  fund  might  not be able  to  close  the  option  because  of
insufficient activity in the options market.

A risk in employing futures contracts to protect against the price volatility of
portfolio  securities  is that the  prices  of  securities  subject  to  futures
contracts  may not correlate  perfectly  with the behavior of the cash prices of
the fund's portfolio  securities.  The correlation may be distorted  because the
futures  market is dominated by  short-term  traders  seeking to profit from the
difference  between a contract  or  security  price and their  cost of  borrowed
funds.  Such  distortions are generally minor and would diminish as the contract
approached maturity.

Another  risk is that  the  fund's  investment  manager  could be  incorrect  in
anticipating as to the direction or extent of various interest rate movements or
the time span within which the movements  take place.  For example,  if the fund
sold futures contracts for the sale of securities in anticipation of an increase
in interest  rates,  and interest  rates declined  instead,  the fund would lose
money on the sale.

TAX TREATMENT.  As permitted under federal income tax laws, each fund 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 the fund 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 is  currently  unclear,  although the funds' tax
advisers  currently  believe  marking to market is not  required.  Depending  on
developments,  a fund may seek Internal Revenue Service (IRS) rulings clarifying
questions concerning such treatment.

<PAGE>


Certain  provisions of the Internal Revenue Code may also limit a fund's ability
to engage in futures contracts and related options transactions. For example, at
the close of each quarter of the fund'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 fund may be  required  to defer  closing  out a contract
beyond the time when it might  otherwise be advantageous to do so. The fund 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.

Accounting  for  futures  contracts  will be  according  to  generally  accepted
accounting principles.  Initial margin deposits will be recognized as assets due
from a broker (the fund'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.


<PAGE>


APPENDIX F

MORTGAGE-BACKED SECURITIES AND ADDITIONAL INFORMATION ON INVESTMENT POLICIES FOR
ALL FUNDS EXCEPT MONEYSHARE

GNMA Certificates

The Government National Mortgage  Association (GNMA) is a wholly owned corporate
instrumentality  of the United States within the Department of Housing and Urban
Development.  GNMA certificates are  mortgage-backed  securities of the modified
pass-through  type,  which  means  that both  interest  and  principal  payments
(including  prepayments)  are  passed  through  monthly  to  the  holder  of the
certificate.  Each  certificate  evidences  an  interest  in a specific  pool of
mortgage loans insured by the Federal Housing Administration or the Farmers Home
Administration  or  guaranteed  by the  Veterans  Administration.  The  National
Housing  Act  provides  that the full faith and  credit of the United  States is
pledged to the timely  payment of principal  and interest by GNMA of amounts due
on these  certificates.  GNMA is empowered to borrow without limitation from the
U.S. Treasury, if necessary, to make such payments.

Underlying  Mortgages  of the Pool.  Pools  consist of whole  mortgage  loans or
participations  in loans.  The majority of these loans are made to purchasers of
1-4  member  family  homes.  The  terms  and  characteristics  of  the  mortgage
instruments  generally are uniform  within a pool but may vary among pools.  For
example, in addition to fixed-rate fixed-term  mortgages,  the Fund may purchase
pools of variable rate mortgages,  growing equity  mortgages,  graduated payment
mortgages and other types.

All servicers apply standards for  qualification  to local lending  institutions
which  originate  mortgages  for the  pools.  Servicers  also  establish  credit
standards and  underwriting  criteria for individual  mortgages  included in the
pools. In addition, many mortgages included in pools are insured through private
mortgage insurance companies.

Average Life of GNMA Certificates.  The average life of GNMA certificates varies
with the maturities of the underlying  mortgage  instruments  which have maximum
maturities of 30 years. The average life is likely to be substantially less than
the original  maturity of the mortgage  pools  underlying  the securities as the
result of prepayments or refinancing of such  mortgages.  Such  prepayments  are
passed through to the  registered  holder with the regular  monthly  payments of
principal and interest.

As prepayment  rates vary widely,  it is not possible to accurately  predict the
average life of a particular  pool. It is customary in the mortgage  industry in
quoting  yields on a pool of 30-year  mortgages  to compute  the yield as if the
pool were a single loan that is amortized  according  to a 30-year  schedule and
that is  prepaid  in full at the end of the 12th year.  For this  reason,  it is
standard  practice  to  treat  GNMA  certificates  as  30-year   mortgage-backed
securities which prepay fully in the 12th year.

Calculation of Yields.  Yields on pass-through  securities are typically  quoted
based on the maturity of the underlying  instruments and the associated  average
life assumption.

Actual  pre-payment  experience  may cause the yield to differ  from the assumed
average life yield. When mortgage rates drop,  pre-payments will increase,  thus
reducing the yield.  Reinvestment of  pre-payments  may occur at higher or lower
interest rates than the original investment, thus affecting the yield of a fund.
The compounding effect from

<PAGE>


reinvestments of monthly  payments  received by the fund will increase the yield
to  shareholders  compared to bonds that pay interest  semi-annually.  The yield
also may be affected  if the  certificate  was issued at a premium or  discount,
rather than at par. This also applies after issuance to certificates  trading in
the secondary market at a premium or discount.

"When-Issued"  GNMA  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 the fund. Payment
and interest terms, however, are fixed at the time the purchaser enters into the
commitment.  However,  the  yield  on a  comparable  GNMA  certificate  when the
transaction  is consummated  may vary from the yield on the GNMA  certificate at
the time that the when-issued  transaction was made. A fund does not pay for the
securities or start earning  interest on them until the  contractual  settlement
date.  When-issued  securities are subject to market  fluctuations  and they may
affect the fund's gross assets the same as owned securities.

Market for GNMA  Certificates.  Since the inception of the GNMA  mortgage-backed
securities  program in 1970,  the amount of GNMA  certificates  outstanding  has
grown  rapidly.  The size of the  market  and the  active  participation  in the
secondary market by securities dealers and many types of investors make the GNMA
certificates a highly liquid instrument. Prices of GNMA certificates are readily
available from securities  dealers and depend on, among other things,  the level
of market  interest  rates,  the  certificate's  coupon rate and the  prepayment
experience of the pool of mortgages underlying each certificate.

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. 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.

Managed  and  Special  Income  Funds may invest in  securities  called  "inverse
floaters".  Inverse  floaters  are created by  underwriters  using the  interest
payments on securities. A portion of the interest received is paid to holders of
instruments based on current interest rates for short-term  securities.  What is
left over, less a servicing fee, is paid to holders of the inverse floaters.  As
interest rates go down, the holders of the inverse  floaters receive more income
and an increase in the price for the inverse floaters.  As interest rates go up,
the holders of the inverse  floaters  receive  less income and a decrease in the
price for the inverse floaters.

All Funds except Moneyshare may purchase some securities in advance of when they
are issued.  Price and rate of interest are set on the date the  commitments are
given but no payment is made or interest  earned  until the date the  securities
are issued,  usually within two months,  but other terms may be negotiated.  The
commitment requires the Fund to

<PAGE>


buy the security  when it is issued so the  commitment  is valued daily the same
way as owning a security would be valued. The Fund's custodian will maintain, in
a segregated account,  cash or liquid high-grade debt securities that are marked
to market  daily and are at least  equal in value to the Fund's  commitments  to
purchase the securities.  The Fund may sell the commitment just like it can sell
a security. Frequently, the Fund has the opportunity to sell the commitment back
to the  institution  that plans to issue the security and at the same time enter
into a new  commitment  to purchase a  when-issued  security in the future.  For
rolling its  commitment  forward,  the portfolio  realizes a gain or loss on the
sale of the  current  commitment  or  receives a fee for  entering  into the new
commitment.

Managed and Special Income Funds 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.  The
portfolio would buy or sell covered MBS call spread options in situations  where
mortgage-backed  securities are expected to under perform like-duration Treasury
securities.


<PAGE>


APPENDIX G

DOLLAR-COST AVERAGING

A technique that works well for many investors is one that eliminates random buy
and sell  decisions.  One such  system  is  dollar-cost  averaging.  Dollar-cost
averaging  involves building a portfolio through the investment of fixed amounts
of money on a regular basis  regardless  of the unit value or market  condition.
This may enable an investor to smooth out the effects of the  volatility  of the
financial markets. By using this strategy, more units will be purchased when the
price  is low and less  when  the  price  is  high.  As the  accompanying  chart
illustrates,  dollar-cost averaging tends to keep the average price paid for the
units  lower than the average  price of units  purchased,  although  there is no
guarantee.

While this  technique  does not ensure a profit and does not  protect  against a
loss if the market declines, it is an effective way for many contract owners who
can continue  investing through changing market conditions  including times when
the price of their units falls or the market  declines,  to accumulate  units to
meet long term goals.

Dollar-cost averaging

Regular         Market Value of an                               Accumulation
Investment      Accumulation Unit                                Units Acquired

 $100                          $  6                                  16.7
  100                             4                                  25.0
  100                             4                                  25.0
  100                             6                                  16.7
  100                             5                                  20.0
 $500                           $25                                 103.4

Average market price of an accumulation unit over 5 periods:
$5 ($25 divided by 5).
The average price you paid for each accumulation unit:
$4.84 ($500 divided by 103.4).

<PAGE>




      Independent auditors' report

      Section start title


      The board and shareholders

      IDS Life Investment Series, Inc.
            IDS Life Capital Resource Fund
            IDS Life International Equity Fund
            IDS Life Aggressive Growth Fund
            IDS Life Growth Dimensions Fund
      IDS Life Special Income Fund, Inc.
            IDS Life Special Income Fund
            IDS Life Global Yield Fund
            IDS Life Income Advantage Fund
      IDS Life Moneyshare Fund, Inc.
      IDS Life Managed Fund, Inc.:

      We have audited the  accompanying  statements  of assets and  liabilities,
      including the schedules of investments in securities,  of IDS Life Capital
      Resource Fund,  IDS Life  International  Equity Fund, IDS Life  Aggressive
      Growth  Fund,  IDS Life Growth  Dimensions  Fund,  (funds  within IDS Life
      Investment  Series,  Inc.),  IDS Life Special Income Fund, IDS Life Global
      Yield Fund,  IDS Life Income  Advantage  Fund,  (funds  within IDS Special
      Income Fund,  Inc.),  IDS Life Moneyshare  Fund, Inc. and IDS Life Managed
      Fund, Inc. as of August 31, 1997, and the related statements of operations
      for the year then  ended and the  statements  of changes in net assets for
      each of the years in the  two-year  period  ended August 31, 1997 (for the
      year ended  August 31, 1997 and the period from May 1, 1996,  commencement
      of operations, to August 31, 1996 for IDS Life Global Yield Fund, IDS Life
      Growth  Dimensions Fund and IDS Life Income  Advantage Fund). We have also
      audited the financial  highlights for each of the periods  presented under
      the caption  "financial  highlights" in the  prospectus.  These  financial
      statements  and the financial  highlights are the  responsibility  of fund
      management. Our responsibility is to express an opinion on these financial
      statements and the financial highlights based on our audits.

      We conducted our audits in accordance  with  generally  accepted  auditing
      standards.  Those standards  require that we plan and perform the audit to
      obtain reasonable assurance about whether the financial statements and the
      financial highlights are free of material misstatement.  An audit includes
      examining,   on  a  test  basis,   evidence  supporting  the  amounts  and
      disclosures in the financial  statements.  Investment  securities  held in
      custody are confirmed to us by the custodian.  As to securities  purchased
      and sold but not received or delivered, and securities on loan, we request
      confirmations  from brokers and, where replies are not received,  we carry
      out  other  appropriate  auditing  procedures.   An  audit  also  includes
      assessing the accounting principles used and significant estimates made by
      management,   as  well  as  evaluating  the  overall  financial  statement
      presentation.  We believe that our audits  provide a reasonable  basis for
      our opinion.

      In our opinion, the financial statements and financial highlights referred
      to above present fairly, in all material respects,  the financial position
      of IDS Life Capital Resource Fund, IDS Life International Equity Fund, IDS
      Life  Aggressive  Growth Fund, IDS Life Growth  Dimensions  Fund, IDS Life
      Special Income Fund, IDS Life Global Yield Fund, IDS Life Income Advantage
      Fund, IDS Life Moneyshare  Fund,  Inc., and IDS Life Managed Fund, Inc. at
      August 31, 1997 and the results of their operations,  the changes in their
      net assets,  and the financial  highlights  for the periods  stated in the
      first paragraph  above, in conformity with generally  accepted  accounting
      principles.

      KPMG Peat Marwick LLP
      Minneapolis, Minnesota
      October 3, 1997

      (This annual report is not part of the prospectus.)

<PAGE>
<TABLE>
<CAPTION>
 
      Financial statements


      Statements of assets and liabilities
      Retirement Annuity Mutual Funds
      Aug. 31, 1997


                                  Assets                           
                                                                          Capital               Special                 Managed
                                                                         Resource                Income                    Fund
                                                                             Fund                  Fund
Investments in securities, at value (Note 1):
      (identified cost, $3,980,733,551; $1,889,664,358
<S>                                                                <C>                   <C>                     <C>           
      and $3,639,926,267, respectively)                            $4,891,433,490        $1,946,572,667          $4,568,716,057
 Cash in bank on demand deposit                                           302,428                    --                      --
 Receivable for investment securities sold                             30,594,896            44,130,752              31,907,719
 Dividends and accrued interest receivable                              3,923,061            28,166,638              22,291,766
 Unrealized appreciation on foreign currency contracts
      held, at value (Notes 1 and 4)                                       61,480                    --                      --
 U.S. government securities held as collateral for
      securities loaned (Note 5)                                               --            24,146,993                 551,386
 Receivable (for capital stock sold) from:
      IDS Life accounts                                                   193,848             6,566,682              15,900,392
      IDS Life of New York accounts                                        35,022               391,520               1,036,150
                                                                           ------               -------               ---------
 Total assets                                                       4,926,544,225         2,049,975,252           4,640,403,470
                                                                    -------------         -------------           -------------
                                  Liabilities
 Disbursements in excess of cash on demand deposit                             --               547,023               1,221,267
 Dividends payable to shareholders (Note 1)                             5,993,053            10,678,759              26,406,711
 Payable for investment securities purchased                           30,675,361            51,578,563              31,461,569
 Accrued investment management and services fee                         2,565,142               997,790               2,237,998
 Payable upon return of securities loaned (Note 5)                     12,875,400            62,764,368             131,622,136
 Payable (for capital stock redeemed) to:
      IDS Life accounts                                                 7,229,054                    --                      --
      IDS Life of New York accounts                                       339,704                    --                      --
 Other accrued expenses                                                   275,434                91,135                 213,352
 Open option contracts written, at value
      (premium received, $1,793,640 for Managed Fund) (Note 8)                 --                    --               2,638,125
                                                                                                                      ---------
 Total liabilities                                                     59,953,148           126,657,638             195,801,158
 Net assets applicable to outstanding capital stock                $4,866,591,077        $1,923,317,614          $4,444,602,312
                                                                   ==============        ==============          ==============

                                  Represented by
 Capital stock -- $.01 par value ($.001 for
      Managed Fund) (Note 1)                                       $    1,739,882        $    1,603,982          $      235,536
 Additional paid-in capital                                         3,893,609,793         1,826,975,405           3,169,484,036
 Undistributed (excess of distributions over)
      net investment income                                             1,511,741             2,658,045              (2,919,030)
 Accumulated net realized gain (loss) (Note 1)                         59,030,297            35,367,126             349,842,639
 Unrealized appreciation (depreciation) on investments
      and on translation of assets and liabilities in foreign
      currencies (Note 7)                                             910,699,364            56,713,056             927,959,131
                                                                      -----------            ----------             -----------
 Total-- representing net assets applicable to outstanding
      capital stock                                                $4,866,591,077        $1,923,317,614          $4,444,602,312
                                                                   ==============        ==============          ==============
 Shares outstanding                                                   173,988,176           160,398,174             235,535,537
                                                                      -----------           -----------             -----------
 Net asset value per share of outstanding capital stock            $        27.97        $        11.99          $        18.87
                                                                  ---------------        --------------          --------------

See accompanying notes to financial statements.

(This annual report is not part of the prospectus.)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

      Financial statements

      Statements of assets and liabilities (continued)
      Retirement Annuity Mutual Funds
      Aug. 31, 1997

                                  Assets
                                                                       Moneyshare        International               Aggressive
                                                                             Fund               Equity                   Growth
                                                                                                  Fund                     Fund
 Investments in securities, at value (Note 1):
 Investments in securities of unaffiliated
      issuers (identified cost, $424,442,329;
<S>                                                                  <C>                <C>                      <C>           
      $2,088,502,822 and $1,972,833,122, respectively)               $424,442,329       $2,328,905,486           $2,383,342,188
 Investments in securities of affiliated issuers
      (identified cost, $19,447,426 for Aggressive Growth Fund)                --                   --               26,373,000
 Cash in bank on demand deposit                                            78,871              728,811                   24,059
 Receivable for investment securities sold                                     --           21,351,133               70,658,928
 Dividends and accrued interest receivable                                477,569            8,733,453                  722,925
 Unrealized appreciation on foreign currency contracts
      held, at value (Notes 1 and 4)                                           --                  245                       --
 Receivable (for capital stock sold) from:
      IDS Life accounts                                                 1,273,506            5,339,786                  318,435
      IDS Life of New York accounts                                        67,000              346,078                   27,330
                                                                           ------              -------                   ------
 Total assets                                                         426,339,275        2,365,404,992            2,481,466,865
                                                                      -----------        -------------            -------------
                                  Liabilities
 Dividends payable to shareholders (Note 1)                             1,711,510            9,639,173                  428,574
 Payable for investment securities purchased                                   --              952,778               41,298,250
 Accrued investment management and services fee                           181,283            1,554,698                1,246,731
 Unrealized depreciation on foreign currency
      contracts held, at value (Notes 1 and 4)                                 --              214,557                   24,996
 Payable upon return of securities loaned (Note 5)                             --          247,741,700                5,080,000
 Payable (for capital stock redeemed) to:
      IDS Life accounts                                                 2,702,102                1,498                4,110,458
      IDS Life of New York accounts                                       361,609                   --                  259,319
 Other accrued expenses                                                    33,993              325,356                  183,987
 Open option contracts written, at value
      (premium received, $1,388,808 for Aggressive                            
      Growth Fund) (Note 8)                                                    --                   --                1,407,125
                                                                                                                      --------- 
 Total liabilities                                                      4,990,497           260,429,760              54,039,440
                                                                        ---------           -----------              ----------
 Net assets applicable to outstanding capital stock                  $421,348,778        $2,104,975,232          $2,427,427,425
                                                                     ============        ==============          ==============

                                  Represented by
 Capital stock-- $.01 par value (Note 1)                           $    4,213,830        $    1,494,478          $    1,414,035
 Additional paid-in capital                                           417,135,508         1,835,224,846           1,798,310,205
 Undistributed (excess of distributions over)
      net investment income                                                    80               710,710                      45
 Accumulated net realized gain (loss) (Note 1)                               (640)           27,126,580             210,301,519
 Unrealized appreciation (depreciation) on investments and on translation
      of assets and liabilities in foreign currencies                          --           240,418,618             417,401,621
                                                                                            -----------             -----------
 Total-- representing net assets applicable to outstanding
      capital stock                                                $  421,348,778        $2,104,975,232          $2,427,427,425
                                                                   ==============        ==============          ==============
 Shares outstanding                                                   421,383,025           149,447,811             141,403,480
                                                                      -----------           -----------             -----------
 Net asset value per share of outstanding capital stock            $         1.00        $        14.09          $        17.17
                                                                   --------------        --------------          --------------

See accompanying notes to financial statements.

(This annual report is not part of the prospectus.)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

      Statements of assets and liabilities (continued)
      Retirement Annuity Mutual Funds
      Aug. 31, 1997

                                  Assets                    
                                                                               Global                Growth                  Income
                                                                                Yield            Dimensions               Advantage
                                                                                 Fund                  Fund                    Fund
 Investments in securities, at value (Note 1):
      (identified cost, $117,728,549;
<S>                                                                      <C>                 <C>                       <C>         
      $1,134,607,460 and $304,285,101, respectively)                     $118,241,227        $1,310,707,304            $313,301,079
 Cash in bank on demand deposit                                             1,060,848               150,145                      --
 Receivable for investment securities sold                                         --             4,186,017                 186,193
 Dividends and accrued interest receivable                                  1,641,436             1,963,661               5,690,732
 Unrealized appreciation on foreign currency
      contracts held, at value (Notes 1 and 4)                                 23,220                    --                      --
 U.S. government securities held as collateral for
      securities loaned (Note 5)                                                   --             6,958,705                      --
 Receivable (for capital stock sold) from:
      IDS Life accounts                                                        87,176             6,351,154               3,271,724
      IDS Life of New York accounts                                         1,059,787               400,423                 230,387
                                                                            ---------               -------                 -------
 Total assets                                                             122,113,694         1,330,717,409             322,680,115
                                                                          -----------         -------------             -----------
                                  Liabilities
 Disbursements in excess of cash on demand deposit                                 --                    --                   7,527
 Dividends payable to shareholders (Note 1)                                   280,313             2,909,732               2,159,728
 Payable for investment securities purchased                                1,273,853            10,010,815                      45
 Accrued investment management and services fee                                82,101               704,144                 161,948
 Unrealized depreciation on foreign currency
      contracts held, at value (Notes 1 and 4)                                 28,162                    --                      --
 Payable upon return of securities loaned (Note 5)                          1,250,000            10,201,705                      --
 Other accrued expenses                                                        21,542                64,029                  33,571
                                                                               ------                ------                  ------
 Total liabilities                                                          2,935,971            23,890,425               2,362,819
                                                                            ---------            ----------               ---------
 Net assets applicable to outstanding capital stock                      $119,177,723        $1,306,826,984            $320,317,296
                                                                         ============        ==============            ============

                                  Represented by
 Capital stock-- $.01 par value (Note 1)                                 $    115,537        $    1,008,870            $    308,199
 Additional paid-in capital                                               118,180,355         1,141,451,120             309,109,278
 Undistributed (excess of distributions over)
      net investment income                                                     6,277                    (8)                (65,666)
 Accumulated net realized gain (loss) (Notes 1 and 9)                         425,883           (11,732,842)              1,949,507
 Unrealized appreciation (depreciation) on investments and on
      translation of assets and liabilities in foreign currencies             449,671           176,099,844               9,015,978
                                                                              -------           -----------               ---------
 Total-- representing net assets applicable to outstanding
      capital stock                                                      $119,177,723        $1,306,826,984            $320,317,296
                                                                         ============        ==============            ============
 Shares outstanding                                                        11,553,714           100,887,023              30,819,905
                                                                           ----------           -----------              ----------
 Net asset value per share of outstanding capital stock                  $      10.32        $        12.95            $      10.39
                                                                         ------------        --------------            ------------

See accompanying notes to financial statements.

(This annual report is not part of the prospectus.)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

      Financial statements

      Statements of operations
      Retirement Annuity Mutual Funds
      Year ended Aug. 31, 1997

                 Investment income
                                                                           Capital                Special                 Managed
                                                                          Resource                 Income                    Fund
                                                                              Fund                   Fund
 Income:
 Dividends (including $435,835 and $145,750 earned from affiliates
<S>                                                                  <C>                    <C>                     <C>          
      for Capital Resource and Managed Fund, respectively)           $   44,674,562         $     474,635           $  34,600,019
 Interest                                                                14,067,291           150,977,479              97,389,698
      Less: Foreign taxes withheld                                         (272,964)              (11,455)                (71,871)
                                                                           --------               -------                 ------- 
 Total income                                                            58,468,889           151,440,659             131,917,846
                                                                         ----------           -----------             -----------
 Expenses (Note 2):
 Investment management services fee                                      27,562,075            11,582,416              23,778,006
 Administrative services fees and expenses                                1,953,742               940,788               1,169,827
 Custodian fees and expenses                                                604,179               264,656                 295,211
 Compensation of board members and officers                                  40,064                26,687                  26,786
 Printing and postage                                                       478,654               139,786                 372,567
 Audit fees                                                                  21,500                22,500                  20,000
 Other                                                                       71,907                16,433                  66,878
                                                                             ------                ------                  ------
 Total expenses                                                          30,732,121            12,993,266              25,729,275
                                                                         ----------            ----------              ----------
 Investment income (loss)-- net                                          27,736,768           138,447,393             106,188,571
                                                                         ----------           -----------             -----------

                 Realized and unrealized gain (loss) -- net
 Net realized gain (loss) on:
      Security transactions (including $134,318,039 realized 
         loss and $2,894,485 realized gain on sale of 
         affiliated issuers for Capital Resource and
         Managed Fund, respectively) (Note 3)                            64,475,744            43,978,029             348,491,781
      Financial futures contracts (Note 7)                                       --            (8,426,777)               (783,611)
      Foreign currency transactions                                             264                17,027                   8,186
      Option contracts written (Note 8)                                          --               821,356               2,007,460
                                                                                                  -------               ---------
 Net realized gain (loss) on investments                                 64,476,008            36,389,635             349,723,816
 Net change in unrealized appreciation (depreciation)
      on investments and on translation of assets and liabilities
      in foreign currencies                                           1,057,213,832            48,544,163             533,911,315
                                                                      -------------            ----------             -----------
 Net gain (loss) on investments and foreign currencies                1,121,689,840            84,933,798             883,635,131
                                                                      -------------            ----------             -----------
 Net increase (decrease) in net assets resulting from
      operations                                                     $1,149,426,608          $223,381,191            $989,823,702
                                                                     ==============          ============            ============

See accompanying notes to financial statements.


(This annual report is not part of the prospectus.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

      Statements of operations (continued)
      Retirement Annuity Mutual Funds
      Year ended Aug. 31, 1997


                Investment income
                                                                        Moneyshare         International              Aggressive
                                                                              Fund                Equity                  Growth
                                                                                                    Fund                    Fund
 Income:
<S>                                                                <C>                     <C>                    <C>           
 Dividends                                                         $            --         $  42,877,831          $    7,822,483
 Interest                                                               20,122,843             7,526,377              17,045,569
      Less: Foreign taxes withheld                                              --            (4,207,743)                (14,613)
                                                                                              ----------                 ------- 
 Total income                                                           20,122,843            46,196,465              24,853,439
                                                                        ----------            ----------              ----------
 Expenses (Note 2):
 Investment management services fee                                      1,845,243            16,844,405              13,049,949
 Administrative services fees and expenses                                 119,266               963,406               1,005,722
 Custodian fees and expenses                                                44,493             1,699,611                 326,936
 Compensation of board members and officers                                 11,878                20,502                  22,594
 Printing and postage                                                       30,410               191,324                 212,633
 Audit fees                                                                 16,000                19,500                  16,500
 Other                                                                      10,149                40,430                  17,015
                                                                            ------                ------                  ------
 Total expenses                                                          2,077,439            19,779,178              14,651,349
                                                                         ---------            ----------              ----------
 Investment income (loss)-- net                                         18,045,404            26,417,287              10,202,090
                                                                        ==========            ==========              ==========

                Realized and unrealized gain (loss) -- net
 Net realized gain (loss) on:
      Security transactions (including $4,391,759 realized loss
         on investments of affiliated issuers for Aggressive 
         Growth Fund) (Note 3)                                                  75            29,339,612             210,634,853
      Foreign currency transactions                                             --            (1,167,393)                    665
      Option contracts written (Note 8)                                         --                    --                 778,910
                                                                                                                         -------
 Net realized gain (loss) on investments                                        75            28,172,219             211,414,428
 Net change in unrealized appreciation (depreciation)
      on investments and on translation of assets and liabilities
      in foreign currencies                                                     --           124,342,284             167,575,911
                                                                                             -----------             -----------
 Net gain (loss) on investments and foreign currencies                          75           152,514,503             378,990,339
                                                                                --           -----------             -----------
 Net increase (decrease) in net assets resulting from operations       $18,045,479          $178,931,790            $389,192,429
                                                                       ===========          ============            ============

See accompanying notes to financial statements.


(This annual report is not part of the prospectus.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

      Financial statements

      Statements of operations (continued)
      Retirement Annuity Mutual Funds
      Year ended Aug. 31, 1997


              Investment income
                                                                Global                Growth                  Income
                                                                 Yield            Dimensions               Advantage
                                                                  Fund                  Fund                    Fund
 Income:
<S>                                                      <C>                  <C>                      <C>          
 Dividends                                               $          --        $    7,954,434           $     484,593
 Interest                                                    4,590,818             4,945,738              16,033,475
      Less: Foreign taxes withheld                             (12,536)              (45,109)                     --
                                                               -------               -------                        
 Total income                                                4,578,282            12,855,063              16,518,068
                                                             ---------            ----------              ----------
 Expenses (Note 2):
 Investment management services fee                            576,997             4,581,562               1,070,942
 Administrative services fees and expenses                      42,185               362,696                  85,830
 Custodian fees and expenses                                    20,296               253,733                     776
 Compensation of board members and officers                     15,225                13,625                  10,090
 Printing and postage                                            3,494                25,275                   4,982
 Audit fees                                                     13,000                15,000                  14,000
 Other                                                           1,791                 4,290                      --
                                                                 -----                 -----                        
 Total expenses                                                672,988             5,256,181               1,186,620
                                                               -------             ---------               ---------
 Investment income (loss)-- net                              3,905,294             7,598,882              15,331,448
                                                             ---------             ---------              ----------

              Realized and unrealized gain (loss) -- net
 Net realized gain (loss) on:
      Security transactions (Note 3)                           (76,735)          (11,294,834)              1,950,076
      Foreign currency transactions                           (652,033)                   --                      --
                                                              --------                                              
 Net realized gain (loss) on investments                      (728,768)          (11,294,834)              1,950,076
 Net change in unrealized appreciation (depreciation)
      on investments and on translation of assets and 
      liabilities in foreign currencies                        320,947           176,292,119               9,362,691
                                                               -------           -----------               ---------
 Net gain (loss) on investments and foreign currencies        (407,821)          164,997,285              11,312,767
                                                              --------           -----------              ----------
 Net increase (decrease) in net assets resulting from 
      operations                                            $3,497,473          $172,596,167             $26,644,215
                                                            ==========          ============             ===========
See accompanying notes to financial statements.


(This annual report is not part of the prospectus.)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

      Statements of changes in net assets
      Retirement Annuity Mutual Funds
      Year ended Aug. 31,


              Operations and distributions                          1997                 1996                1997              1996
                                                                   Capital Resource Fund                  Special Income Fund
<S>                                                       <C>                  <C>                <C>                <C>           
 Investment income (loss)-- net                           $   27,736,768       $   49,437,780     $   138,447,393    $  140,371,676
 Net realized gain (loss) on investments                      64,476,008          679,462,201          36,389,635        32,869,470
 Net change in unrealized appreciation
      (depreciation) on investments and on translation
      of assets and liabilities in foreign currencies      1,057,213,832         (494,927,652)         48,544,163       (49,126,958)
 Net increase (decrease) in net assets resulting
      from operations                                      1,149,426,608          233,972,329         223,381,191       124,114,188
 Distributions to shareholders from:
      Net investment income                                  (25,649,850)         (47,593,459)       (136,327,556)     (135,814,306)
      Net realized gain                                     (671,576,858)         (10,771,339)        (11,869,083)               --
      Excess distributions of net investment
          income (Note 1)                                     (2,087,182)          (1,869,994)         (1,098,015)               --
 Total distributions                                        (699,313,890)         (60,234,792)       (149,294,654)     (135,814,306)

             Capital share transactions (Note 6)
 Proceeds from sales                                          93,527,775          410,478,022          80,830,509       214,108,604
 Reinvested distributions at net asset value                 699,313,890           60,234,792         149,294,654       135,814,306
 Payments for redemptions                                   (748,232,170)        (117,295,599)       (292,741,712)     (129,574,450)
 Increase (decrease) in net assets from capital
      share transactions                                      44,609,495          353,417,215         (62,616,549)      220,348,460
 Total increase (decrease) in net assets                     494,722,213          527,154,752          11,469,988       208,648,342
 Net assets at beginning of period                         4,371,868,864        3,844,714,112       1,911,847,626     1,703,199,284
 Net assets at end of period                              $4,866,591,077       $4,371,868,864      $1,923,317,614    $1,911,847,626
 Undistributed (excess of distributions over)
      net investment income                               $    1,511,741       $   (2,086,918)     $    2,658,045    $   (2,119,837)
See accompanying notes to financial statements.

(This annual report is not part of the prospectus.)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

      Financial statements

      Statements of changes in net assets (continued)
      Retirement Annuity Mutual Funds
      Year ended Aug. 31,

            Operations and distributions                             1997               1996           1997               1996
                                                                      Managed Fund                     Moneyshare Fund
<S>                                                        <C>                <C>             <C>                <C>          
 Investment income (loss)-- net                            $  106,188,571     $   98,305,594  $  18,045,404      $  12,658,921
 Net realized gain (loss) on investments                      349,723,816        275,882,292             75                325
 Net change in unrealized appreciation
      (depreciation) on investments and on translation
      of assets and liabilities in foreign currencies         533,911,315        (34,119,724)            --                 --
                                                              -----------        -----------                                  
 Net increase (decrease) in net assets resulting
      from operations                                         989,823,702        340,068,162     18,045,479         12,659,246
                                                              -----------        -----------     ----------         ----------
 Distributions to shareholders from:
      Net investment income                                  (103,963,520)       (97,692,300)   (18,045,405)       (12,658,921)
      Net realized gain                                      (229,851,535)                --             --                 --
      Excess distributions of net investment
          income (Note 1)                                      (2,233,237)          (784,045)            --                 --
                                                               ----------           --------                                  
 Total distributions                                         (336,048,292)       (98,476,345)   (18,045,405)       (12,658,921)
                                                             ------------        -----------    -----------        ----------- 

            Capital share transactions (Note 6)
 Proceeds from sales                                          165,143,091        203,558,285    381,728,848        247,288,271
 Reinvested distributions at net asset value                  336,048,292         98,476,345     18,045,405         12,658,921
 Payments for redemptions                                    (192,281,775)      (105,925,809)  (266,545,406)      (198,768,626)
                                                             ------------       ------------   ------------       ------------ 
 Increase (decrease) in net assets from capital share
      transactions                                            308,909,608        196,108,821    133,228,847         61,178,566
                                                              -----------        -----------    -----------         ----------
 Total increase (decrease) in net assets                      962,685,018        437,700,638    133,228,921         61,178,891
 Net assets at beginning of period                          3,481,917,294      3,044,216,656    288,119,857        226,940,966
                                                            -------------      -------------    -----------        -----------
 Net assets at end of period                               $4,444,602,312     $3,481,917,294   $421,348,778       $288,119,857
                                                           ==============     ==============   ============       ============
 Undistributed (excess of distributions over)
      net investment income                                $   (2,919,030)    $   (2,225,051)  $         80       $       (714)
                                                           --------------     --------------   ------------       ------------ 

See accompanying notes to financial statements.

(This annual report is not part of the prospectus.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

      Statements of changes in net assets (continued)
      Retirement Annuity Mutual Funds
      Year ended Aug. 31,


            Operations and distributions                              1997              1996               1997             1996
                                                                 International Equity Fund             Aggressive Growth Fund
<S>                                                        <C>              <C>                  <C>              <C>           
 Investment income (loss)-- net                            $    26,417,287  $     21,510,160     $   10,202,090   $   11,060,108
 Net realized gain (loss) on investments                        28,172,219        89,338,162        211,414,428      243,201,058
 Net change in unrealized appreciation
      (depreciation) of investments and on translation
      of assets and liabilities in foreign currencies          124,342,284        33,859,236        167,575,911      (79,505,605)
                                                               -----------        ----------        -----------      ----------- 
 Net increase (decrease) in net assets resulting from
      operations                                               178,931,790       144,707,558        389,192,429      174,755,561
                                                               -----------       -----------        -----------      -----------
 Distributions to shareholders from:
      Net investment income                                    (24,686,010)      (15,453,784)       (10,201,144)     (11,052,242)
      Net realized gain                                        (39,674,522)      (23,947,543)      (213,792,618)              --
      Excess distributions of net investment
          income (Note 1)                                         (611,057)      (18,917,064)                --           (7,244)
                                                                  --------       -----------                              ------ 
 Total distributions                                           (64,971,589)      (58,318,391)      (223,993,762)     (11,059,486)
                                                               -----------       -----------       ------------      ----------- 
            Capital share transactions (Note 6)
 Proceeds from sales                                           187,607,054       335,601,053        221,900,102      388,624,475
 Reinvested distributions at net asset value                    64,971,589        58,318,391        223,993,762       11,059,486
 Payments for redemptions                                     (136,014,005)      (47,735,823)      (124,759,988)     (34,177,762)
                                                              ------------       -----------       ------------      ----------- 
 Increase (decrease) in net assets from capital share
      transactions                                             116,564,638       346,183,621        321,133,876      365,506,199
                                                               -----------       -----------        -----------      -----------
 Total increase (decrease) in net assets                       230,524,839       432,572,788        486,332,543      529,202,274
 Net assets at beginning of period                           1,874,450,393     1,441,877,605      1,941,094,882    1,411,892,608
                                                             -------------     -------------      -------------    -------------
 Net assets at end of period                                $2,104,975,232    $1,874,450,393     $2,427,427,425   $1,941,094,882
                                                            ==============    ==============     ==============   ==============
 Undistributed (excess of distributions over)
      net investment income                                 $      710,710    $   (1,731,277)    $           45   $       (9,476)
                                                            --------------    --------------     --------------   -------------- 

See accompanying notes to financial statements.

(This annual report is not part of the prospectus.)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

      Financial statements

      Statements of changes in net assets (continued)
      Retirement Annuity Mutual Funds


            Operations and distributions
                                                                   Global Yield                   Growth Dimensions Fund
                                                                          For the period                        For the period
                                                           Year ended   from May 1, 1996*        Year ended   from May 1, 1996*
                                                        Aug. 31, 1997   to Aug. 31, 1996      Aug. 31, 1997   to Aug. 31, 1996
<S>                                                    <C>                 <C>              <C>                   <C>         
 Investment income (loss)-- net                        $    3,905,294      $     154,190    $     7,598,882       $    413,128
 Net realized gain (loss) on investments and
      foreign currencies                                     (728,768)            (3,709)       (11,294,834)          (438,008)
 Net change in unrealized appreciation
      (depreciation) on investments and on translation
      of assets and liabilities in foreign currencies         320,947            128,724        176,292,119           (192,275)
                                                              -------            -------        -----------           -------- 
 Net increase (decrease) in net assets resulting
      from operations                                       3,497,473            279,205        172,596,167           (217,155)
                                                            ---------            -------        -----------           -------- 
 Distributions to shareholders from:
      Net investment income                                (2,750,769)          (144,078)        (7,598,890)          (413,128)
                                                           ----------           --------         ----------           -------- 

            Capital share transactions (Note 6)
 Proceeds from sales                                       95,993,878         20,834,514        971,525,218        171,304,119
 Reinvested distributions at net asset value                2,750,769            144,078          7,598,890            413,128
 Payments for redemptions                                  (1,244,579)          (182,768)        (8,114,944)          (266,421)
                                                           ----------           --------         ----------           -------- 
 Increase (decrease) in net assets from capital share
      transactions                                         97,500,068         20,795,824        971,009,164        171,450,826
                                                           ----------         ----------        -----------        -----------
 Total increase (decrease) in net assets                   98,246,772         20,930,951      1,136,006,441        170,820,543
 Net assets at beginning of period                         20,930,951                 --        170,820,543                 --
                                                           ----------                           -----------                   
 Net assets at end of period                             $119,177,723        $20,930,951     $1,306,826,984       $170,820,543
                                                         ============        ===========     ==============       ============
 Undistributed (excess of distributions over)
      net investment income                              $      6,277        $        --     $           (8)      $        --
                                                         ------------        -----------     --------------       ------------

*Commencement of operations.

See accompanying notes to financial statements.

(This annual report is not part of the prospectus.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

      Statements of changes in net assets (continued)
      Retirement Annuity Mutual Funds


            Operations and distributions
                                                                       Income Advantage Fund
                                                                                        For the period
                                                               Year ended             from May 1, 1996*
                                                            Aug. 31, 1997             to Aug. 31, 1996
<S>                                                         <C>                          <C>          
 Investment income (loss)-- net                             $  15,331,448                $     582,774
 Net realized gain (loss) on investments                        1,950,076                      (66,235)
 Net change in unrealized appreciation
      (depreciation) on investments and on translation
      of assets and liabilities in foreign currencies           9,362,691                     (346,713)
                                                                ---------                     -------- 
 Net increase (decrease) in net assets
      resulting from operations                                26,644,215                      169,826
                                                               ----------                      -------
 Distributions to shareholders from:
      Net investment income                                   (15,331,448)                    (582,774)
                                                              -----------                     -------- 

           Capital share transactions (Note 6)
 Proceeds from sales                                          247,490,767                   48,762,664
 Reinvested distributions at net asset value                   15,331,448                      582,774
 Payments for redemptions                                      (2,655,838)                     (94,338)
                                                               ----------                      ------- 
 Increase (decrease) in net assets from capital share
      transactions                                            260,166,377                   49,251,100
                                                              -----------                   ----------
 Total increase (decrease) in net assets                      271,479,144                   48,838,152
 Net assets at beginning of period                             48,838,152                           --
                                                               ----------                             
 Net assets at end of period                                 $320,317,296                  $48,838,152
                                                             ============                  ===========
 Undistributed (excess of distributions over)
      net investment income                                  $    (65,666)                 $    (2,641)
                                                             ------------                  ----------- 

*Commencement of operations.

See accompanying notes to financial statements.


(This annual report is not part of the prospectus.)
</TABLE>
<PAGE>

      Notes to financial statements

      Retirement Annuity Mutual Funds

  1

Summary of significant
accounting policies

      Each Fund is  registered  under  the  Investment  Company  Act of 1940 (as
      amended) as a  diversified,  (non-diversified  for Global Yield)  open-end
      management  investment company. Each Fund has 10 billion authorized shares
      of capital stock.

      The investment objectives of each Fund are as follows:

            Capital Resource invests primarily in U.S. common stocks;

            Special Income invests primarily in investment grade bonds;

            Managed invests in stocks, convertible securities, bonds and money 
            market instruments;

            Moneyshare invests in money market securities;

            International Equity invests primarily in common stocks of foreign 
            issuers;

            Aggressive Growth invests primarily in stocks of small- and 
            medium-sized companies;

            Global Yield invests primarily in debt securities of U.S. and 
            foreign issuers;

            Growth Dimensions invests primarily in common stocks of U.S. and 
            foreign companies showing potential for significant growth; and

            Income Advantage invests primarily in long-term, high-yielding, 
            high-risk debt securities below investment grade issued by U.S. and
            foreign corporations.

      Shares of each Fund are sold through the  purchase of an annuity  contract
      offered by IDS Life Insurance Company (IDS Life) or its affiliates.

      The significant  accounting  policies followed by the Funds are summarized
      as follows:

      Use of estimates

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements and the reported amounts of increase and decrease in
      net assets from operations during the period.  Actual results could differ
      from those estimates.

      Valuation of securities

      All  securities  are valued at the close of each business day.  Securities
      traded on national  securities  exchanges  or included in national  market
      systems are valued at the last quoted sales  price.  Debt  securities  are
      generally traded in the over-the-counter  market and are valued at a price
      deemed best to reflect fair value as quoted by dealers who make markets in
      these  securities or by an  independent  pricing  service.  Securities for
      which market quotations are not readily available are valued at fair value
      according  to methods  selected  in good  faith by the  board.  Short-term
      securities in all Funds,  except Moneyshare Fund, maturing in more than 60
      days from the valuation date are valued at the market price or approximate
      market value based on current interest rates; those maturing in 60 days or
      less are valued at amortized cost.  Pursuant to Rule 2a-7 of the 1940 Act,
      all  securities  in  Moneyshare  Fund are valued at  amortized  cost which
      approximates  market value in order to maintain a constant net asset value
      of $1 per share.

      Option transactions

      In order to produce  incremental  earnings,  protect gains and  facilitate
      buying and  selling of  securities  for  investment  purposes,  the Funds,
      except  Moneyshare  Fund,  may buy and sell put and call options and write
      covered call options on portfolio  securities and write cash-secured puts.
      The  risk  in  writing  a call  option  is  that  the  Funds  give  up the
      opportunity for profit if the market price of the security increases.  The
      risk in  writing  a put  option  is that the Funds may incur a loss if the
      market price of the security  decreases and the option is  exercised.  The
      risk in buying an  option is that the Funds pay a premium  whether  or not
      the option is exercised.  The Funds also have the  additional  risk of not
      being  able to enter  into a  closing  transaction  if a liquid  secondary
      market does not exist. The Funds also may write  over-the-counter  options
      where the  completion  of the  obligation  is  dependent  upon the  credit
      standing of the other party.

      Option   contracts  are  valued  daily  and  unrealized   appreciation  or
      depreciation  is  recorded.  The  Funds  will  realize a gain or loss upon
      expiration  or  closing  of the  option  transaction.  When an  option  is
      exercised,  the proceeds on sales for a written call option,  the purchase
      cost for a written  put option or the cost of a security  for a  purchased
      put or call option is adjusted by the amount of premium received or paid.

      Futures transactions

      In order to gain exposure to or protect itself from changes in the market,
      the Funds,  except  Moneyshare  Fund, may buy and sell  financial  futures
      contracts. The Funds also may buy or write put and call options on futures
      contracts.  Risks of entering into futures  contracts and related  options
      include the possibility  that there may be an illiquid market and a change
      in the value of the contract or option may not  correlate  with changes in
      the value of the underlying securities.

      Upon  entering  into a futures  contract,  the Funds  may be  required  to
      deposit either cash or securities in an amount (initial margin) equal to a
      certain percentage of the contract value.  Subsequent  payments (variation
      margin) are made or received by the Funds each day. The  variation  margin
      payments are equal to the daily changes in the contract value and recorded
      as  unrealized  gains and losses.  The Funds  recognize a realized gain or
      loss when the contract is closed or expires.

      Foreign currency translations and foreign currency contracts

      Securities  and  other  assets  and  liabilities  denominated  in  foreign
      currencies are translated  daily into U.S.  dollars at the closing rate of
      exchange.  Foreign  currency  amounts  related to the  purchase or sale of
      securities  and income and expenses are translated at the exchange rate on
      the transaction  date. In the statement of operations,  net realized gains
      or losses  from  foreign  currency  transactions  may arise  from sales of
      foreign  currency,  closed  forward  contracts,  exchange  gains or losses
      realized  between  the  trade  date and  settlement  dates  on  securities
      transactions, and other translation gains or losses on dividends, interest
      income and foreign withholding taxes.

      The Funds,  except  Moneyshare  Fund,  also may enter into forward foreign
      currency exchange contracts for operational purposes.  The net U.S. dollar
      value of foreign currency  underlying all contractual  commitments held by
      the Funds and the resulting  unrealized  appreciation  and/or depreciation
      are determined using foreign  currency  exchange rates from an independent
      pricing  service.  The Funds are subject to the credit risk that the other
      party will not complete the obligations of the contract.

      Illiquid securities

      At August 31, 1997,  investments  in securities  for Special  Income Fund,
      Managed Fund, and Income Advantage Fund included issues that are illiquid.
      The Funds currently limit investments in illiquid securities to 10% of the
      Funds' net assets, at market value, at the time of purchase. The aggregate
      value of such securities at August 31, 1997, was $14,494,750,  $7,015,025,
      and  $5,730,000  representing  0.75%,  0.16% and 1.79% of net  assets  for
      Special Income Fund,  Managed Fund and Income Advantage Fund respectively.
      Pursuant  to  guidelines  adopted  by  the  board,   certain  unregistered
      securities are determined to be liquid and are not included within the 10%
      limitations specified above.

      Securities purchased on a when-issued basis

      Delivery and payment for  securities  that have been  purchased by Special
      Income and Growth Dimensions Funds on a forward-commitment  or when-issued
      basis can take place one month or more after the transaction  date. During
      this period,  such securities are subject to market  fluctuations and they
      may affect each Fund's net assets the same as owned securities.  Each Fund
      designates cash or liquid  high-grade  short-term debt securities at least
      equal to the amount of its  commitment.  As of August 31, 1997,  each Fund
      had  entered  into  outstanding   when-issued  or  forward-commitments  of
      $11,289,859 and $1,691,907, respectively.

      Federal taxes

      Since each Fund  intends to comply with the  requirements  of the Internal
      Revenue  Code  applicable  to  regulated   investment   companies  and  to
      distribute  all  of  its  taxable  income  to the  Variable  Accounts,  no
      provision for income or excise taxes is required.  Each Fund is treated as
      a separate entity for federal income tax purposes.

      Net  investment  income (loss) and net realized  gains (losses) may differ
      for financial statement and tax purposes primarily because of the deferral
      of losses on certain futures contracts, the recognition of certain foreign
      currency  gains (losses) as ordinary  income (loss) for tax purposes,  the
      timing  and  amount of market  discount  recognized  as  ordinary  income,
      foreign tax credits and losses  deferred due to "wash sale"  transactions.
      The character of  distributions  made during the year from net  investment
      income  or  net   realized   gains  may   differ   from   their   ultimate
      characterization  for federal income tax purposes.  The effect on dividend
      distributions of certain  book-to-tax  differences is presented as "excess
      distributions" in the statement of changes in net assets. Also, due to the
      timing of dividend  distributions,  the fiscal  year in which  amounts are
      distributed  may differ  from the year that the income or  realized  gains
      (losses) are recorded by the Funds.

      On the  statements  of assets and  liabilities,  as a result of  permanent
      book-to-tax   differences,   accumulated  net  realized  gain  (loss)  and
      undistributed  net  investment  income  have been  increased  (decreased),
      resulting  in  net  reclassification  adjustments  to  additional  paid-in
      capital by the following:

                                         Capital        Special
                                        Resource         Income         Managed

Accumulated net realized gain (loss) $(3,587,374)   $(3,981,721)       $763,957
Undistributed net investment income    3,598,923      3,756,060        (685,793)
                                       ---------      ---------        -------- 
Additional paid-in capital reduction
 (increase)                          $    11,549    $  (225,661)       $ 78,164


                                                  International      Aggressive
                                      Moneyshare         Equity          Growth

Accumulated net realized gain (loss) $      (795)   $  (833,727)       $ (8,783)
Undistributed net investment income          795      1,321,767           8,575
                                             ---      ---------           -----
Additional paid-in capital reduction
 (increase)                          $        --    $   488,040        $   (208)



                                          Global         Growth          Income
                                           Yield     Dimensions       Advantage

Accumulated net realized gain (loss)  $1,148,248    $        --      $   63,025
Undistributed net investment income   (1,148,248)            --         (63,025)
                                      ----------                        ------- 
Additional paid-in capital reduction
 (increase)                           $       --    $        --      $       --


(This annual report is not part of the prospectus.)

<PAGE>
      Notes to financial statements

      Retirement Annuity Mutual Funds


      Dividends

      At August 31, 1997,  dividends declared for each Fund payable September 2,
      1997 are as follows:

            Capital Resource                                $0.034
            Special Income                                  $0.067
            Managed                                         $0.113
            Moneyshare                                      $0.004
            International Equity                            $0.065
            Aggressive Growth                               $0.003
            Global Yield                                    $0.025
            Growth Dimensions                               $0.029
            Income Advantage                                $0.073

      Distributions  to the  Variable  Accounts  are recorded as of the close of
      business  on the record  date and are  payable on the first  business  day
      following  the  record  date.  Dividends  from net  investment  income are
      declared  daily and paid monthly for Special  Income,  Moneyshare,  Global
      Yield and Income  Advantage  Funds and  declared  and paid  quarterly  for
      Capital Resource,  Managed,  International  Equity,  Aggressive Growth and
      Growth Dimensions Funds. Capital gain distributions,  if any, will be made
      annually.  However,  an additional  capital gain  distribution may be made
      during the fiscal year in order to comply with the Internal  Revenue Code,
      as applicable to regulated investment companies.

      Other

      Security  transactions  are accounted for on the date the  securities  are
      purchased or sold.  Dividend income is recognized on the ex-dividend  date
      and interest income,  including  amortization of premium and discount on a
      level yield basis, is accrued daily.

  2

Investment
management and
services agreement

      The  Funds  have  entered  into an  agreement  with IDS Life for  managing
      investments,  record  keeping and other  services that are based solely on
      the assets of each Fund. The management fee is a percentage of each Fund's
      average daily net assets in reducing percentages annually as follows:

            Fund                                            Percentage Range

            Capital Resource                                0.630% to 0.570%
            Special Income                                  0.610% to 0.535%
            Managed                                         0.630% to 0.550%
            Moneyshare                                      0.510% to 0.440%
            International Equity                            0.870% to 0.795%
            Aggressive Growth                               0.650% to 0.575%
            Global Yield                                    0.840% to 0.780%
            Growth Dimensions                               0.630% to 0.570%
            Income Advantage                                0.620% to 0.545%

      IDS Life, in turn, pays to American Express Financial Corporation (AEFC) a
      fee based on a percentage of each Fund's  average daily net assets for the
      year. This fee is equal to 0.35% for  International  Equity Fund and 0.25%
      for each  remaining  Fund. In addition to paying its own  management  fee,
      brokerage  commissions,  taxes and costs of certain legal  services,  each
      Fund  will  reimburse  IDS Life an  amount  equal  to the cost of  certain
      expenses  incurred  and paid by IDS Life in  connection  with each  Fund's
      operations.  The Funds also pay custodian  fees to American  Express Trust
      Company,  an affiliate of IDS Life. The  reimbursement  paid by Moneyshare
      Fund will be limited to 0.25% of the Fund's average daily net assets.

      The Funds have also entered into an Administrative Services Agreement with
      AEFC. Under this agreement,  each Fund pays AEFC a fee for  administration
      and  accounting  services at a percentage of each Fund's average daily net
      assets in reducing percentages annually as follows:

            Fund                                            Percentage Range

            Capital Resource                                0.050% to 0.030%
            Special Income                                  0.050% to 0.025%
            Managed                                         0.040% to 0.020%
            Moneyshare                                      0.030% to 0.020%
            International Equity                            0.060% to 0.035%
            Aggressive Growth                               0.060% to 0.035%
            Global Yield                                    0.060% to 0.040%
            Growth Dimensions                               0.050% to 0.030%
            Income Advantage                                0.050% to 0.025%

      Additional  administrative  service  expenses paid by the Funds are office
      expenses,  consultants'  fees and  compensation of officers and employees.
      Under this  agreement,  the Funds also pay taxes,  audit and certain legal
      fees,  registration  fees  for  shares,  compensation  of  board  members,
      corporate  filing fees,  organizational  expenses  and any other  expenses
      properly payable by the Funds and approved by the board.

  3

Securities
transactions

      For the year ended August 31, 1997,  cost of purchases  and proceeds  from
      sales  of  securities   aggregated,   respectively,   $2,580,671,804   and
      $2,446,053,427  for Moneyshare  Fund.  Cost of purchases and proceeds from
      sales of securities  (other than  short-term  obligations)  aggregated for
      each Fund are as follows:

        Fund                         Purchases           Proceeds
     
        Capital Resource        $4,808,127,134     $5,295,121,224
        Special Income           1,244,414,433      1,417,224,715
        Managed                  2,830,408,146      2,726,080,794
        International Equity     1,915,009,774      1,735,935,615
        Aggressive Growth        4,399,536,393      4,045,793,081
        Global Yield               101,954,398         20,044,688
        Growth Dimensions        1,050,813,720        188,569,293
        Income Advantage           416,789,541        169,597,415

      Net realized  gains and losses on  investment  sales are  determined on an
      identified cost basis.

      Brokerage  commissions  paid to brokers  affiliated  with IDS Life for the
      year ended August 31, 1997 are as follows:

            Capital Resource           $817,190
            Managed                     227,619
            Aggressive Growth           183,327
            Growth Dimensions            20,404

  4

Foreign currency
contracts

      At August 31, 1997,  Capital  Resource  Fund,  International  Equity Fund,
      Aggressive  Growth  Fund and Global  Yield Fund had entered  into  foreign
      currency exchange  contracts that obligate the Funds to deliver currencies
      at  a  specified   future  date.   The  unrealized   appreciation   and/or
      depreciation on these contracts is included in the accompanying  financial
      statements.  See Summary of significant  accounting policies. The terms of
      the open contracts are as follows:

Capital Resource Fund

                 Currency to     Currency to      Unrealized      Unrealized
Exchange date   be delivered     be received    appreciation    depreciation

09-03-97          10,443,575       6,997,276         $61,480           $ --
                 Swiss Franc     U.S. Dollar

International Equity Fund

                 Currency to     Currency to      Unrealized     Unrealized
Exchange date   be delivered     be received    appreciation   depreciation

09-02-97          12,725,810      20,419,707            $--        $214,557
               British Pound     U.S. Dollar

09-03-97          85,074,648         704,068            245             --
                Japanese Yen     U.S. Dollar 
                                                       $245       $214,557

Aggressive Growth Fund

                 Currency to     Currency to      Unrealized     Unrealized
Exchange date   be delivered     be received    appreciation   depreciation

09-02-97           1,525,282       2,040,511             $--        $24,996   


Global Yield Fund

                 Currency to     Currency to      Unrealized     Unrealized
Exchange date   be delivered     be received    appreciation   depreciation

09-18-97           1,023,018     120,000,000         $    --        $28,162
                 U.S. Dollar    Japanese Yen

10-02-97           3,000,000       2,204,550          23,220             --
           Australian Dollar     U.S. Dollar
                                                     $23,220        $28,162

<PAGE>
<TABLE>
<CAPTION>

  5

Lending of portfolio
securities

Presented below is information  regarding securities on loan at August 31,1997.

                                                  Capital             Special
                                                 Resource              Income              Managed

<S>                                           <C>                 <C>                 <C>         
Value of securities on loan to brokers        $12,727,175         $61,620,585         $127,419,985

Collateral received for securities loaned:

Cash                                          $12,875,400         $38,617,375         $131,070,750

U.S. government securities, at value                   --          24,146,993              551,386

Total collateral received for securities
   loaned                                     $12,875,400         $62,764,368         $131,622,136

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                            International          Aggressive               Global             Growth
                                                   Equity              Growth                Yield         Dimensions

<S>                                          <C>                   <C>                  <C>               <C>        
Value of securities on loan to brokers       $226,233,918          $4,806,050           $1,183,000        $11,655,125

Collateral received for securities loaned:

Cash                                         $247,741,700          $5,080,000           $1,250,000         $3,243,000

U.S. government securities, at value                   --                  --                   --          6,958,705

Total collateral received for securities
   loaned                                    $247,741,700          $5,080,000           $1,250,000        $10,201,705



Income  from  securities  lending  amounted  to  $301,534,  $170,821,  $823,950,
$1,433,414,  $139,889, $1,561 and $46,435 for Capital Resource,  Special Income,
Managed,  International  Equity,  Aggressive  Growth,  Global  Yield and  Growth
Dimensions, respectively, for the year ended August 31, 1997.

The risks to each  Fund of  securities  lending  are that the  borrower  may not
provide additional collateral when required or return the securities when due.

(This annual report is not part of the prospectus.)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

      Notes to financial statements

      Retirement Annuity Mutual Funds

  6

Capital share
transactions

Transactions in shares of each Fund for the years ended August 31, 1997 and 1996
were as follows:
                                                                                Year ended Aug. 31, 1997
                                 Capital                         Special
                                Resource                          Income                         Managed
<S>                            <C>                             <C>                             <C>      
 Sold                          3,671,546                       6,809,483                       9,338,045
 Issued for reinvested
    distributions             28,934,823                      12,551,003                      19,555,272
 Redeemed                    (29,616,371)                    (24,673,816)                    (10,968,268)
 Net increase (decrease)       2,989,998                      (5,313,330)                     17,925,049

                                                                                Year ended Aug. 31, 1997
                                                           International                      Aggressive
                              Moneyshare                          Equity                          Growth
 Sold                        381,761,377                      13,555,355                      13,876,397
 Issued for reinvested
    distributions             18,046,948                       4,698,005                      14,394,788
 Redeemed                   (266,568,205)                     (9,718,319)                     (7,863,764)
 Net increase (decrease)     133,240,120                       8,535,041                      20,407,421

                                                                                Year ended Aug. 31, 1997
                                  Global                          Growth                          Income
                                   Yield                      Dimensions                       Advantage
 Sold                          9,330,407                      83,748,124                      24,570,862
 Issued for reinvested
    distributions                267,366                         622,770                       1,512,556
 Redeemed                       (120,645)                       (663,937)                       (261,858)
 Net increase (decrease)       9,477,128                      83,706,957                      25,821,560

                                                                                Year ended Aug. 31, 1996
                                 Capital                         Special
                                Resource                         Income                          Managed
 Sold                         15,763,681                      18,199,129                      13,012,081
 Issued for reinvested
    distributions              2,332,581                      11,583,367                       6,196,744
 Redeemed                     (4,539,063)                    (11,162,609)                     (6,655,268)
 Net increase (decrease)      13,557,199                      18,619,887                      12,553,557

                                                                                Year ended Aug. 31, 1996
                                                           International                      Aggressive
                              Moneyshare                          Equity                          Growth
 Sold                        247,309,082                      25,280,136                      24,647,795
 Issued for reinvested
    distributions             12,659,993                       4,329,590                         675,192
 Redeemed                   (198,785,551)                     (3,581,859)                     (2,123,509)
 Net increase (decrease)      61,183,524                      26,027,867                      23,199,478

                                                                                Year ended Aug. 31, 1996
                                  Global                          Growth                          Income
                                  Yield*                     Dimensions*                      Advantage*
 Sold                          2,080,476                      17,165,340                       4,948,431
 Issued for reinvested
    distributions                 14,337                          41,469                          59,529
 Redeemed                        (18,227)                        (26,743)                         (9,615)
 Net increase (decrease)       2,076,586                      17,180,066                       4,998,345

 *Inception date was May 1, 1996.

</TABLE>
<PAGE>

  7

Interest rate
futures contracts

At August 31, 1997,  investments  in securities for Special Income Fund included
securities valued at $8,695,620 that were pledged as collateral to cover initial
margin deposits on 100 open sales contracts.  The market value of the open sales
contracts  at August 31,  1997 was  $10,903,125  with a net  unrealized  loss of
$134,375. See Summary of significant accounting policies.

  8

Options
contracts
written

The number of contracts and premium  amounts  associated  with option  contracts
written by Special  Income  Fund  during  the year ended  August 31,  1997 is as
follows:
                                  Puts                       Calls
                        Contracts       Premium    Contracts          Premium

Balance Aug. 31, 1996          --      $     --           --       $       --

Opened                      2,250       486,200       79,950        1,082,982

Closed or expired          (2,250)     (486,200)     (78,966)        (778,746)

Exercised                      --            --         (984)        (304,236)
                                                        ----         -------- 

Balance Aug. 31, 1997          --      $     --           --        $      --

See Summary of significant accounting policies.


The  number of  contracts  and  premium  amounts  associated  with  option
contracts  written by Managed  Fund during the year ended  August 31, 1997 is as
follows:

                                  Puts                       Calls
                        Contracts       Premium    Contracts          Premium
   
Balance Aug. 31, 1996          --      $     --        2,300       $  396,260

Opened                        415       211,206       17,815        5,716,277

Closed or expired            (150)      (88,312)      (6,505)      (2,830,940)

Exercised                    (265)     (122,894)      (7,260)      (1,487,957)

Balance Aug. 31, 1997          --     $      --        6,350       $1,793,640

See Summary of significant accounting policies.

The number of contracts and premium  amounts  associated  with option  contracts
written by  Aggressive  Growth Fund during the year ended  August 31, 1997 is as
follows:

                                            Calls
                                Contracts             Premium

Balance Aug. 31, 1996                 --            $      --

Opened                            13,170             2,863,719

Closed or expired                 (6,800)           (1,474,911)

Exercised                             --                    --

Balance Aug. 31, 1997              6,370            $1,388,808

See Summary of significant accounting policies.

  9

Capital loss
carryover

For federal  income tax  purposes,  Growth  Dimensions  Fund had a capital  loss
carryover at August 31, 1997 of $11,186,489  that will expire in 2004 to 2006 if
not offset by subsequent  capital gains. It is unlikely the board will authorize
a  distribution  of any net realized  capital gains for a Fund until its capital
loss carryover has been offset or expires.


"Financial  highlights"  showing  per share data and  selected  information  are
presented on pages 5-13 of the prospectus.

  10

Financial
highlights

"Financial highlights" showing per share data and selected information are 
presented on pages 5-13 of the prospectus.

(This annual report is not part of the prospectus.)
<PAGE>

 Investments in securities

 Notes to financial statements


 Retirement Annuity Mutual Funds
 Capital Resource Fund                          (Percentages represent value of
 Aug. 31, 1997                              investments compared to net assets)

 
 Common stocks (95.1%)
 Issuer                      Shares         Value(a)

 Aerospace & defense (1.1%)
 Boeing                   1,000,000    $ 54,437,500


 Automotive & related (1.5%)
 Chrysler                   700,000      24,587,500
 General Motors             100,000       6,275,000
 Lear                       876,200(b)   40,140,912
 Total                                   71,003,412

 Banks and savings & loans (6.3%)
 BankBoston                 850,000      70,656,250
 KeyCorp                    800,000      48,500,000
 Norwest                    800,000      45,950,000
 State Street             1,658,400      82,712,700
 Washington Mutual        1,000,000      59,875,000
 Total                                  307,693,950

 Beverages & tobacco (0.4%)
 Coca-Cola                  300,000      17,193,750

 Building materials & construction (3.3%)
 Sherwin-Williams         2,500,000      68,593,750
 Tyco Intl                1,200,000(e)   94,125,000
 Total                                  162,718,750

 Chemicals (2.8%)
 BetzDearborn             1,000,000      65,187,500
 Praxair                  1,300,000      69,468,750
 Total                                  134,656,250

 Communications equipment & services (1.6%)
 Ascend Communications      800,000(b)   33,950,000
 Motorola                   600,000      44,025,000
 Total                                   77,975,000

 Computers & office equipment (9.1%)
 Adaptec                  1,300,000(b)   62,400,000
 Cambridge Technology
 Partners                   700,000(b)   22,575,000
 Cisco Systems              300,000(b)   22,612,500
 Compaq Computer          1,500,000(b)   98,250,000
 First Data                 700,000      28,743,750
 Microsoft                  650,000(b)   85,921,875
 Parametric Technology      782,100(b)   36,318,769
 Solectron                2,000,000(b)   83,750,000
 Total                                  440,571,894

 Electronics (7.3%)
 AMP                        380,000      19,000,000
 Analog Devices           1,500,000(b)   49,687,500
 Intel                      700,000      64,487,500
 KLA-Tencor                 750,000(b)   53,156,250
 Molex                    1,500,000      58,687,500
 Teradyne                 1,000,000(b)   55,687,500
 Thomas & Betts           1,000,000   $  56,000,000
 Total                                  356,706,250

 Energy (5.3%)
 Anadarko Petroleum         369,200      27,113,125
 Exxon                      900,000      55,068,750
 Mobil                      600,000      43,650,000
 Noble Affiliates         1,100,000      51,012,500
 Tosco                    1,500,000      49,593,750
 Unocal                     800,000      31,250,000
 Total                                  257,688,125

 Energy equipment & services (1.1%)
 Transocean Offshore        550,000      52,284,375

 Environmental services (1.8%)
 USA Waste Service        2,100,000(b)   88,200,000

 Financial services (3.6%)
 Associates First Capital 
   Cl A                     450,000      26,128,125
 Franklin Resources         500,000      38,687,500
 Morgan Stanley, Dean Witter,
   Discover & Co          1,040,200      50,059,625
 Travelers Group            950,000      60,325,000
 Total                                  175,200,250

 Food (2.0%)
 ConAgra                    800,000      51,450,000
 Quaker Oats              1,000,000      47,000,000
 Total                                   98,450,000

 Health care (7.2%)
 ALZA                     1,000,000(b)   29,000,000
 Baxter Intl              1,200,000      63,825,000
 Boston Scientific          500,000(b)   35,250,000
 Bristol-Myers Squibb       600,000      45,600,000
 Guidant                    730,000      64,103,125
 Lilly (Eli)                350,000      36,618,750
 Merck & Co                 400,000      36,725,000
 Pfizer                     675,000      37,378,125
 Total                                  348,500,000

 Health care services (1.1%)
 Tenet Healthcare         2,000,000(b)   54,500,000

 Household products (2.1%)
 Gillette                   700,000      57,968,750
 Procter & Gamble           350,000      46,571,875
 Total                                  104,540,625

 Industrial equipment & services (4.7%)
 AGCO                     1,200,000      39,000,000
 Deere & Co               1,500,000      84,000,000
 Illinois Tool Works      1,400,000      67,725,000
 UCAR Intl                  800,000(b)   37,750,000
 Total                                  228,475,000

 Insurance (3.3%)
 American Intl Group        600,000      56,625,000
 Progressive Corp Ohio      800,000      79,200,000
 SunAmerica                 500,000      26,937,500
 Total                                  162,762,500

 Leisure time & entertainment (1.8%)
 Carnival Cl A            2,000,000      87,625,000

 Multi-industry conglomerates (5.3%)
 Emerson Electric         1,000,000      54,687,500
 General Electric         1,500,000      93,750,000
 Minnesota Mining & Mfg     500,000      44,937,500
 Westinghouse Electric    2,500,000      64,375,000
 Total                                  257,750,000

 Paper & packaging (3.5%)
 Crown Cork & Seal        1,200,000      61,050,000
 Intl Paper                 600,000      31,650,000
 Sealed Air                 250,000(b)   12,968,750
 Willamette Inds            800,000      63,800,000
 Total                                  169,468,750

 Restaurants & lodging (1.0%)
 Hilton Hotels            1,500,000      46,031,250

 Retail (10.0%)
 American Stores          2,200,000      52,112,500
 AutoZone                 1,000,000(b)   28,250,000
 Circuit City Stores      1,700,000      60,562,500
 CVS                        500,000      28,187,500
 Kohl's                     839,200(b)   57,852,350
 Office Depot             2,000,000(b)   36,875,000
 Pep Boys-Manny,
    Moe & Jack            1,000,000      26,500,000
 Rite Aid                 1,500,000      75,093,750
 Safeway                  1,000,000(b)   50,937,500
 Wal-Mart Stores          2,000,000      71,000,000
 Total                                  487,371,100

 Transportation (0.7%)
 Union Pacific              500,000      32,468,750

 Foreign (7.2%) (f)
 ACE                      1,300,000     108,062,500
 Baan                       300,000(b,e) 18,075,000
 Mid Ocean                  500,000      28,375,000
 Novartis                    20,000      28,320,962
 Royal Dutch Petroleum    1,100,000$     55,825,000
 Schlumberger               800,000      60,950,000
 SmithKline Beecham ADR   1,200,000      51,975,000
 Total                                  351,583,462

 Total common stocks
 (Cost: $3,714,236,431)              $4,625,855,943

 Other (-- %)
 Issuer                      Shares         Value(a)

 Viacom
    Warrants                350,000          $2,734

 Total other
 (Cost: $908,625)                            $2,734

Short-term securities (5.5%)
 Issuer      Annualized         Amount      Value(a)
               yield on     payable at
                date of       maturity
               purchase

 U.S. government agencies (0.5%)
 Federal Home Loan Mtge Corp Disc Nt
      09-11-97     5.42%  $ 11,600,000 $ 11,579,120
 Federal Natl Mtge Assn Disc Nt
      09-16-97     5.46     11,900,000   11,869,430
 Total                                   23,448,550

 Commercial paper (4.5%)
 American General
      09-02-97     5.52     17,200,000(c)17,192,117
 Associates Corp North America
      10-09-97     5.53      9,900,000    9,839,610
 Beneficial
      09-26-97     5.54     17,000,000   16,929,747
 BHP Finance
      09-23-97     5.50      7,900,000    7,871,139
 BOC Group
      09-09-97     5.56      5,900,000(c) 5,890,970
 CAFCO
      09-19-97     5.54      7,200,000(c) 7,177,920
      10-17-97     5.54      7,200,000(c) 7,147,200
 Ciesco LP
      09-04-97     5.53      1,300,000    1,299,005
      10-29-97     5.57     10,100,000(c)10,003,306
 CIT Group Holdings
      09-03-97     5.52      4,500,000    4,497,250
 Commercial Credit
      09-18-97     5.52      2,800,000    2,791,902
      10-03-97     5.55     12,000,000   11,937,553
 Commerzbank U.S. Finance
      09-10-97     5.52        600,000      598,992
      09-11-97     5.53      4,000,000    3,992,667
 Deutsche Bank Financial
      09-15-97     5.52%    12,100,000   12,070,422
      09-18-97     5.52     24,300,000   24,229,462
 Fleet Funding
      10-06-97     5.55      5,000,000(c) 4,971,633
 Gannett
      10-15-97     5.53      5,500,000(c) 5,461,347
 General Electric Capital
      09-10-97     5.52     18,500,000   18,468,966
      09-11-97     5.52      5,000,000    4,990,833
 Household Finance
      09-05-97     5.51      4,500,000    4,495,890
 Kellogg
      10-06-97     5.53      1,600,000    1,590,956
 Lincoln Natl
      10-01-97     5.55     13,000,000(c)12,930,687
 MCI Communications
      10-31-97     5.56      3,572,000(c) 3,536,682
 Merrill Lynch
      10-08-97     5.54      8,400,000    8,349,859
 Natl Bank Detroit
      09-25-97     5.53      5,000,000    4,980,103
 SBC Communications Capital
      09-08-97     5.56      2,800,000    2,795,689
 Toyota Motor Credit
      09-05-97     5.52      4,600,000    4,595,783
 Total                                  220,637,690

 Letters of credit (0.5%)
 Bank of America-
 Formosa Plastics
      10-09-97     5.56%    14,600,000   14,510,291
 First Chicago-
 Commed Fuel
      09-08-97     5.56      6,990,000    6,978,282
 Total                                   21,488,573

 Total short-term securities
 (Cost: $265,588,495)                $  265,574,813

 Total investment in securities
 (Cost: $3,980,733,551) (g)          $4,891,433,490


See accompanying notes to investments in securities.

(This annual report is not part of the prospectus.)

<PAGE>
<TABLE>
<CAPTION>

Investments in securities

Retirement Annuity Mutual Funds
Capital Resource Fund

Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b) Non-income producing.

(c) Commercial paper sold within terms of a private placement memorandum, exempt
under Section 4(2) of the  Securities  Act of 1933, as amended,  and may be sold
only to dealers in that program or other  "accredited  investors." This security
has been determined to be liquid under guidelines established by the board.

(d) Transactions  with companies that were affiliates during the year ended Aug.
31, 1997 were as follows:

                                     Beginning          Purchase               Sales      Ending      Dividend
Issuer                                    cost              cost                cost        cost        income

<S>                               <C>           <C>                  <C>                     <C>      <C>     
Apple Computer                    $351,119,690  $             --     $   351,119,690         $--      $     --
Arbour Health Care                  10,510,400           560,160          11,070,560          --            --
Coram Healthcare                    53,056,518           525,635          53,582,153          --            --
Data Processing Res                  7,191,913         1,980,000           9,171,913          --            --
Fulcrum                             12,349,507                --          12,349,507          --            --
Giddings & Lewis                    35,781,980                --          35,781,980          --        63,000
Highlands Insurance Group           11,771,851                --          11,771,851          --            --
New England Business
     Services                       16,439,262                --          16,439,262          --        52,960
Novell                             271,423,011                --         271,423,011          --            --
Owens & Minor                       36,989,691                --          36,989,691          --       135,000
PRI Automation                              --        14,108,748          14,108,748          --            --
PacifiCare Health Systems Cl B      69,745,990                --          69,745,990          --            --
Primadonna Resorts                  29,029,535                --          29,029,535          --            --
Quality Food Centers                19,161,528                --          19,161,528          --             --
Secure Computing                    16,450,748                --          16,450,748          --            --
Station Casinos                     24,837,880                --          24,837,880          --            --
Tootsie Roll Inds                   31,269,770         1,968,777          33,238,547          --        184,875
                                    ----------         ---------          ----------                    -------

                                  $997,129,274       $74,468,470      $1,071,597,744          $--      $435,835

(e)  Security  is  partially  or  fully on  loan.  See  Note 5 to the  financial
statements.

(f) Foreign security values are stated in U.S. dollars.

(g) At Aug. 31, 1997, the cost of securities for federal income tax purposes was
$3,983,261,108 and the aggregate gross unrealized  appreciation and depreciation
based on that cost was:


Unrealized appreciation............................................$936,257,938
Unrealized depreciation.............................................(28,085,556)
                                                                    ----------- 
Net unrealized appreciation........................................$908,172,382

(This annual report is not part of the prospectus.)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

      Retirement Annuity Mutual Funds
      Special Income Fund                       (Percentages represetn value of
      Aug. 31, 1997                         investments compared to net assets)


Bonds (86.0%)
                                                
 Issuer                                          Coupon      Maturity         Principal          Value(a)
                                                   rate          year            amount
 U.S. government obligations (14.8%)
 U.S. Treasury
<S>                                               <C>            <C>        <C>             <C>          
                                                  5.875%         2005       $50,000,000(f)  $  48,401,000
                                                  6.375          2002        10,900,000(f)     10,975,210
                                                  7.00           2006        30,000,000        31,180,200
                                                  7.25           2016        12,700,000(g)     13,478,764
                                                  7.50           2016        40,000,000        43,513,600
                                                  7.50           2002         6,170,000         6,489,483
                                                  7.875          2021         3,700,000         4,210,341
                                                  8.125          2019        42,200,000(g)     49,114,470
    TIPS                                          3.375          2007        17,179,010(m)     16,878,377
                                                  3.625          2002         4,998,400(m)      5,001,499
 Resolution Funding                               8.125          2019        48,059,000        55,526,888
 Total                                                                                        284,769,832

 Mortgage-backed securities (7.8%)
 Federal Home Loan Mtge Corp                      8.00           2024         7,940,284         8,199,000
                                                  8.50        2026-27        26,976,158        28,183,071
                                                  9.00        2007-25        10,881,291        11,392,085
    Collateralized Mtge Obligation                7.00           2022        23,395,000        22,933,109
                                                  8.50           2022        10,000,000        10,747,900
 Federal Natl Mtge Assn                           7.50           2027        19,652,487        19,858,838
                                                  8.00        2021-22         5,241,764         5,423,653
                                                  8.50        2007-23        17,073,552        17,935,439
                                                  9.00           2024         8,396,115         9,023,640
 Govt Natl Mtge Assn                              6.50           2027         9,980,519(h)     10,127,629
                                                  7.00           2024         6,524,519(h)      6,716,177
 Total                                                                                        150,540,541

 Aerospace & defense (0.8%)
 Airplanes GPA                                   10.875          2019         2,750,000         3,128,125
 Alliant Techsystems
    Sr Sub Nts                                   11.75           2003         3,000,000         3,311,250
 BE Aerospace                                     9.875          2006         5,000,000         5,175,000
 L-3 Comm                                        10.375          2007         1,710,000(d)      1,829,700
 Newport News Shipbuilding                        8.625          2006         1,250,000         1,293,750
 Total                                                                                         14,737,825

 Airlines (0.3%)
 AMR                                              9.50           2001         4,500,000         4,901,220

 Automotive & related (2.5%)
 Arvin Inds                                       9.50           2027         5,000,000         5,234,700
 Ford Motor Credit                                7.50           2003         5,000,000         5,170,350
 General Motors Acceptance                        7.85           1997        20,000,000        20,089,800
    Medium-term Nts                               5.95           1998        10,000,000        10,022,000
 Hayes Wheels Intl                                9.125          2007         3,000,000(d)      3,045,000
 Mascotech                                        4.50           2003         3,500,000         3,263,750
 Tower Automotive
    Cv                                            5.00           2004         1,500,000(d)      1,621,875
 Total                                                                                         48,447,475

 Banks and savings & loans (2.4%)
 BankBoston Capital                               8.25           2026         5,000,000         5,093,800
 Crestar Capital Trust                            8.16           2026         5,000,000         5,054,900
 First Nationwide Holdings                       10.625          2003         2,940,000         3,226,650
 Fleet/Norstar Financial                          9.00           2001         5,000,000         5,419,550
                                                  9.90           2001         5,000,000         5,527,350
 Greenpoint Financial                             9.10           2027         2,500,000(d)      2,591,550
 Morgan (JP)
    Sr Sub Nts Series A                           4.00           2012        13,400,000(i)     12,991,300
 US Trust Capital Trust                           8.41           2027         3,500,000(d)      3,578,330
 Washington Mutual                                8.375          2027         3,000,000(d)      3,071,070
 Total                                                                                         46,554,500

 Building materials & construction (0.6%)
 Masco                                            9.00           2001         5,000,000         5,416,650
 McQuay (AAF)
    Sr Nts                                        8.875          2003         6,670,000         6,736,700
 Total                                                                                         12,153,350

 Chemicals (0.4%)
 General Chemical                                 9.25           2003         5,000,000         5,137,500
 ISP Holdings                                     9.75           2002         1,733,000         1,845,645
 Total                                                                                          6,983,145

 Communications equipment & services (0.8%)
 CenCall Communications
    Zero Coupon Cv                               22.79           1999         4,000,000(k)      3,400,000
 Comcast Cellular                                 9.50           2007         3,000,000(d)      3,097,500
 GST Telecommunications
    Zero Coupon                                   2.48           2000         1,745,000(k)      1,396,000
 Intl Cabletel
    Zero Coupon                                  11.48           2001         5,000,000(d,k)    3,675,000
 Price Comm Cellular
    Zero Coupon                                  13.50           2007         6,700,000(d,k)    3,601,250
 Total                                                                                         15,169,750

 Computers & office equipment (0.4%)
 Read-Rite                                        6.50           2004         2,450,000         2,572,500
 Softkey Intl
    Cv                                            5.50           2000         5,000,000(d)      4,400,000
 Total                                                                                          6,972,500

 Electronics (0.2%)
 Thomas & Betts                                   6.50           2006         4,500,000(d)      4,334,085

 Energy (1.8%)
 Forcenergy
    Sr Sub Nts                                    9.50           2006         2,100,000         2,189,250
 Occidental Petroleum
    Medium-term Nts                              10.98           2000         5,000,000         5,547,900
    with attached put                             9.25           2019         8,725,000        10,332,756
 Oryx Energy                                     10.00           2001         5,000,000         5,463,400
 PDV America                                      7.875          2003         7,500,000         7,703,175
 Transamerica Energy                             11.50           2002         1,500,000(d)      1,458,750
    Zero Coupon                                  13.00           2002         2,100,000(d,k)    1,596,000
 Total                                                                                         34,291,231

 Energy equipment & services (0.1%)
 DI Inds                                          8.875          2007         2,250,000(f)      2,244,375

 Financial services (1.1%)
 First Union REIT
    Sub Nts                                       8.875          2003         4,000,000         4,100,000
 GPA Delaware                                     8.75           1998         1,500,000         1,531,875
 Household Finance
    Sr Sub Nts                                    9.55           2000         6,500,000         6,970,470
 Malan Realty REIT
    Cv                                            9.50           2004           170,000(d)        170,850
 Salomon Brothers Holdings
    Medium-term Nts                               6.99           1999         5,000,000         5,054,450
 Sasco                                            6.76           2028         2,500,000         2,507,031
 Total                                                                                         20,334,676

 Food (0.1%)
 Ameriserve Food                                 10.125          2007         2,500,000(d)      2,568,750

 Furniture & appliances (0.3%)
 Interface                                        9.50           2005         5,000,000(d)      5,300,000

 Health care (0.7%)
 Dade Intl
    Sr Sub Nts                                   11.125          2006         3,000,000         3,375,000
 Lilly (Eli)                                      6.77           2036        10,000,000         9,553,300
 Total                                                                                         12,928,300

 Health care services (2.0%)
 Columbia/HCA Healthcare                          7.69           2025         4,260,000         4,182,596
 Magellan Health Services
    Sr Sub Nts                                   11.25           2004         5,000,000(d)      5,543,750
 Merit Behavioral                                11.50           2005         2,000,000(d)      2,175,000
 Novacare
    Sub Deb                                       5.50           2000         3,000,000         2,861,250
 Owens & Minor
    Sr Sub Nts                                   10.875          2006         2,000,000         2,190,000
 Tenet Healthcare
    Sr Nts                                        8.625          2003         4,000,000         4,170,000
    Sr Sub Nts                                   10.125          2005        11,800,000        12,950,500
 Vencor                                           8.625          2007         4,000,000(d)      4,005,000
 Total                                                                                         38,078,096

 Household products (0.5%)
 Revlon Consumer Products                         9.375          2001         2,500,000         2,587,500
 Revlon Worldwide
    Zero Coupon                                  12.00           1998         5,000,000(j)      4,825,000
 Sweetheart Cup 
    Sr Sub Nts                                    9.625          2000         2,000,000         2,010,000
 Total                                                                                          9,422,500

 Industrial equipment & services (1.0%)
 AGCO                                             8.50           2006         2,800,000(d)      2,933,000
 Borg-Warner Security                             9.625          2007         2,200,000         2,249,500
 Case                                             7.25           2005         5,475,000         5,526,794
 Clark Equipment                                  9.75           2001         5,000,000         5,420,200
 IDEX                                             9.75           2002         3,000,000         3,116,250
 Total                                                                                         19,245,744

 Insurance (2.0%)
 Americo Life                                     9.25           2005         4,500,000         4,511,250
 Executive Risk Capital Trust                     8.675          2027         3,500,000(d)      3,635,275
 Nationwide Mutual
    Credit Sensitive Nts                          9.875          2025        10,500,000(d)     11,744,145
 New England Mutual
    Credit Sensitive Nts                          7.875          2024         5,000,000(d)      5,058,200
 SAFECO Capital Trust                             8.07           2037        10,000,000(d)      9,953,500
 Zurich Capital Trust                             8.38           2037         3,750,000(d)      3,922,313
 Total                                                                                         38,824,683

 Leisure time & entertainment (1.4%)
 Coast Hotels                                    13.00           2002         1,600,000(d)      1,790,000
 E & S Holdings
    Sr Sub Nts                                   10.375          2006         1,500,000(d)      1,515,000
 Hammons (John Q.) Hotels                         8.875          2004         3,400,000         3,442,500
 HMH Properties                                   8.875          2007         4,600,000(d)      4,680,500
 Plitt Theatres                                  10.875          2004         5,000,000         5,312,500
 Speedway Motorsports                             8.50           2007         4,000,000(d)      4,030,000
 Trump Atlantic City Funding                     11.25           2006         2,500,000         2,440,625
 Trump Holdings
    Sr Nts                                       15.50           2005         2,500,000         2,900,000
 Total                                                                                         26,111,125

 Media (5.1%)
 Ackerley Communications
    Sr Secured Nts                               10.75           2003         2,500,000(d)      2,668,750
 American Telecasting
    Zero Coupon                                   9.66           2000         4,000,000(k)      1,190,000
 Australis Media
    Zero Coupon                                  11.03           2003        10,000,000(k)      7,950,000
 Cablevision Systems                             10.50           2016         5,000,000         5,600,000
 Cox Communications                               7.625          2025        10,000,000        10,027,000
 Heritage Media Services                          8.75           2006         2,000,000         2,140,000
 Lamar Advertising                                9.625          2006         1,350,000         1,427,625
 News America Holdings                           10.125          2012        10,000,000        11,563,600
 People's Choice TV
    Zero Coupon                                  10.43           2000         5,000,000(k)      1,700,000
 Time Warner Entertainment                        7.975          2004         1,500,000         1,569,240
                                                  8.11           2006         3,000,000         3,175,560
                                                  8.18           2007         3,000,000         3,195,120
                                                  8.375          2033         2,500,000(d)      2,634,350
                                                  9.15           2023        17,000,000        19,415,020
 United Artist Theatre                            9.30           2015         4,870,638(d)      4,712,342
 Univision Network
    Zero Coupon Sub Nts                          15.18           2002        14,390,000(k)     14,677,800
 Viacom Intl                                      7.00           2003         2,500,000         2,377,200
                                                  8.00           2006         3,000,000         2,932,500
 Total                                                                                         98,956,107

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

 Metals (0.5%)
<S>                                              <C>             <C>          <C>               <C>      
 Bar Technologies                                13.50           2001         4,500,000(d)      4,680,000
 Santa Fe Gold                                    8.375          2005         5,000,000         5,200,000
 Total                                                                                          9,880,000

 Multi-industry conglomerates (1.2%)
 Mark IV Inds                                     8.75           2003         3,500,000         3,640,000
 Pierce Leahy                                    11.125          2006           812,000           913,500
 Prime Succession Acquisition                    10.75           2004         2,125,000(d)      2,342,813
 Tenneco                                          7.625          2007         6,000,000         6,112,980
 USI American Holdings
    Sr Nts                                        7.25           2006         5,000,000(d)      4,868,300
 Westinghouse Electric                            8.875          2001         5,000,000         5,279,500
 Total                                                                                         23,157,093

 Paper & packaging (2.5%)
 APP Intl Finance                                11.75           2005         5,000,000         5,275,000
 Chesapeake                                       9.875          2003         5,000,000         5,651,100
 Crown Cork & Seal                                8.00           2023         5,000,000         4,999,300
 Gaylord Container                                9.75           2007         2,200,000(d)      2,238,500
    Sr Sub Deb                                   12.75           2005         5,500,000         6,015,625
 Owens-Illinois                                   7.85           2004         5,000,000         5,116,300
 Riverwood Intl                                  10.625          2007         3,375,000(d)      3,806,250
 Scotia Pacific Holding                           7.95           2015         6,233,083         6,345,030
 Silgan Holdings                                  9.00           2009         4,125,000(d)      4,197,188
 Stone Container
    Sr Nts                                       12.625          1998         1,500,000         1,571,250
    Sr Sub Nts                                   12.25           2002         3,000,000         3,097,500
 Total                                                                                         48,313,043

 Retail (2.1%)
 Costco
    Zero Coupon Cv                               14.37           2017        10,000,000(d,j)    5,262,500
 Dairy Mart Convenience Stores
    Sr Sub Nts                                   10.25           2004         1,500,000         1,507,500
 Dayton Hudson                                    8.50           2022         3,000,000         3,198,030
 Eye Care Center                                 12.00           2003         3,000,000         3,270,000
 Kroger                                           8.15           2006         3,000,000         3,210,000
                                                  9.25           2005         3,000,000         3,127,500
 Penn Traffic
    Sr Nts                                        8.625          2003         3,500,000         2,913,750
 Pueblo Xtra Intl
    Sr Nts                                        9.50           2003         3,230,000         3,165,400
 Wal-Mart Stores                                  7.00           2006        14,014,294(d)     14,155,978
 Total                                                                                         39,810,658

 Textiles & apparel (0.5%)
 Dominion Textiles                                9.25           2006         1,000,000         1,047,500
 VF                                               9.50           2001         5,000,000         5,470,450
 Westpoint Stevens                                8.75           2001         2,500,000         2,596,875
 Total                                                                                          9,114,825

 Transportation (0.4%)
 CSX
    Medium-term Nts                               9.23           1998         5,000,000         5,068,750
 Navigator Gas Transport                         10.50           2007         3,000,000(d)      3,075,000
 Total                                                                                          8,143,750

 Utilities -- electric (5.2%)
 Boston Edison                                    9.875          2020         5,000,000         5,454,500
 Cleveland Electric Illuminating                  7.19           2000         5,000,000(d)      5,025,800
                                                  7.67           2004         2,000,000         2,033,540
                                                  9.50           2005         6,000,000         6,522,900
 CMS Energy                                       8.125          2002         5,000,000         5,067,800
 Connecticut Lighting & Power                     7.75           2002         5,000,000(d)      5,034,400
 Long Island Lighting                             8.625          2004         3,000,000         3,141,300
                                                  9.625          2024         6,000,000         6,294,180
 Midland Cogeneration Venture                    10.33           2002         1,569,738         1,724,750
                                                 10.33           2002         1,352,214(d)      1,485,746  
                                                 11.75           2005         5,000,000         5,868,750
 Niagara Mohawk Power                             7.75           2006        10,500,000        10,570,560
 RGS Funding AEGCO
    Sale Lease-backed Obligation                  9.82           2022         2,484,619         3,027,955
 RGS Funding IME
    Sale Lease-backed Obligation                  9.82           2022         2,484,616         3,027,952
 Sithe Independent Funding                        9.00           2013         7,500,000(d)      8,296,725
 Texas-New Mexico Power
    1st Mtge                                      9.25           2000         3,500,000         3,679,375
 Texas Utilities                                  9.70           2002         6,000,000         6,683,340
 Texas Utilities Electric
    1st Mtge                                      9.75           2021         6,350,000         7,377,112
 Texas Utility Electric Captial                   8.175          2037        10,000,000        10,099,800
 Total                                                                                        100,416,485

 Utilities -- telephone (2.9%)
 Bell Telephone of Pennsylvania                   7.375          2033        10,000,000         9,772,300
 CCPR Services                                   10.00           2007         1,500,000(d)      1,518,750
 Geotek Communications
    Cv                                           12.00           2001         4,135,000(e)      3,514,750
    Zero Coupon                                  18.71           2005         5,000,000(d,k)    3,000,000
 GTE                                             10.25           2020         7,000,000         7,902,230
 New England Tel & Tel                            9.00           2031         7,500,000         8,195,550
 Omnipoint                                       11.625          2006        10,000,000(d)      9,775,000
 U S WEST Communications                          7.20           2026         6,000,000         5,712,300
 Worldcom                                         7.75           2007         7,000,000         7,272,230
 Total                                                                                         56,663,110

 Miscellaneous (0.9%)
 Adams Outdoor Advertising                       10.75           2006         4,500,000         4,893,750
 Outsourcing Solutions
    Nts                                          11.00           2006         1,775,000(d)      1,952,500
 Petersburg
    Zero Coupon                                  14.80           2004         5,000,000(d,j)    4,337,500
 Unifi Communications
    Warrants                                     14.00           2004         7,000,000(d)      6,921,250
 Total                                                                                         18,105,000

 Municipal bonds (0.4%) (n)
 New Jersey Economic Development Authority
    Pension Obligation Revenue Bond
    (MBIA Insured)                                7.425          2029         7,000,000         7,177,100

 Foreign (22.3%)(c)
 Alcan Aluminum
    (U.S. Dollar)                                 8.875          2022         6,750,000         7,265,767
 ALFA Bank
    (U.S. Dollar)                                11.28           1997         5,000,000(i)      5,000,000
 Avtobank
    (U.S. Dollar) Zero Coupon                    10.98           1997         5,000,000(d,j)    5,000,000
 Azteca Holdings
    (U.S. Dollar)                                11.00           2002         3,500,000(d)      3,657,500
 BAA Euro
    (British Pound)                               5.75           2006         2,000,000         3,658,408
 Banca Italy N.Y.
    (U.S. Dollar)                                 8.25           2007         5,000,000         5,349,450
 Celcaribe
    Zero Coupon Cv                                5.96           1998         1,450,000(d,k)    2,320,000
    Zero Coupon Cv                               16.23           1998         1,700,000(k)      1,632,000
 Cia Latino Americana
    (U.S. Dollar)                                11.625          2004         2,350,000(d)      2,496,875
 City of Moscow
    (U.S. Dollar) Zero Coupon                    10.96           1997         5,000,000(j)      4,812,000
 Dao Heng Bank
    (U.S. Dollar) Sub Nts                         7.75           2007         5,500,000(d)      5,506,545
 Deutsche Finance Netherlands
    (U.S. Dollar) Zero Coupon                    18.62           2017         7,440,000(d,j)    3,394,500
 DGS Intl Finance
    (U.S. Dollar)                                10.00           2007         3,750,000(d)      3,675,000
 Dominion Textiles
    (U.S. Dollar)                                 8.875          2003         4,000,000         4,110,000
 Ecuador
    (U.S. Dollar)                                 6.06           2015        14,216,280         9,986,937
 Escelsa
    (U.S. Dollar)                                10.00           2007         3,000,000(d)      2,988,750
 Ford Capital
    (U.S. Dollar)                                 9.875          2002         5,000,000         5,664,150
 FSW Intl
    (U.S. Dollar)                                12.50           2006         2,750,000(d)      2,653,750
 Global Telesystems
    (U.S. Dollar)                                 8.75           2000         5,000,000(d)      5,075,000
 Govt of Algeria
    (U.S. Dollar)                                 7.06           2006         6,000,000         5,310,000
 Govt of Bulgaria
    (U.S. Dollar)                                 6.31           2011         3,000,000(i)      2,302,500
 Govt of Canada
    (Canadian Dollar)                             7.64           2001        17,000,000        14,290,527
 Govt of Poland
    (Polish Zloty)                               12.00           2002        18,900,000        3,942,540
    (U.S. Dollar)                                 2.75           2024        10,000,000(i)      5,750,000
    (U.S. Dollar)                                 4.00           2014         5,000,000(i)      4,231,250
 Govt of Russia
    (Russian Ruble) Zero Coupon                  28.22           1998    37,164,000,000(j)      5,834,748
    (Russian Ruble) Zero Coupon                  19.74           1998    33,189,506,444(j)      5,210,753
    (U.S. Dollar) Zero Coupon                     6.60           2029         4,750,000(j,l)    3,725,805
    (U.S. Dollar) Zero Coupon                    10.82           2020        17,000,000(j,l)   12,091,250
 Greater Beijing
    (U.S. Dollar)                                 9.25           2004          3,500000(d)      3,444,945
    (U.S. Dollar)                                 9.50           2007         5,000,000(d)      4,893,950
 Grupo Industrial Durango                        12.625          2003         4,000,000         4,510,000
 Grupo Iusacell Sa De
    (U.S. Dollar)                                10.00           2004         1,500,000(d)      1,530,000
 Grupo Televisa
    (U.S. Dollar)                                11.375          2003           250,000           274,375
    (U.S. Dollar)                                13.25           2008         4,000,000(k)      2,910,000
 Groupe Videotron
    (U.S. Dollar)                                10.625          2005         2,000,000         2,240,000
 Guangdong Enterprises
    (U.S. Dollar)                                 8.875          2007         3,600,000(d)      3,624,228
 Gulf Canada Resources
    (U.S. Dollar)                                 9.00           1999         5,000,000         5,225,000
 Hidroelec Piedra Aguila
    (U.S. Dollar)                                10.625          2001         5,000,000(d)      5,356,250
 Honam Oil Refinery                               7.125          2005         9,000,000(d)      8,984,160
 Hutchison Whampoa
    (U.S. Dollar)                                 7.50           2027         3,850,000(d)      3,725,145
 Hydro Quebec
    (U.S. Dollar)                                 8.50           2029        20,000,000        22,387,800
 Hyundai Semiconductor
    (U.S. Dollar)                                 8.625          2007        10,000,000(d)     10,176,900
 Imexsa Export Trust
    (U.S. Dollar)                                10.125          2003         5,000,000(d)      5,337,500
 Jasmine Submarine Telecom
    (U.S. Dollar)                                 8.48           2011         7,400,000(d)      7,267,244
 MDC Communications
    (U.S. Dollar)                                10.50           2006         1,700,000         1,823,250
 Mexican Cetes
    (Mexican Peso) Zero Coupon                   20.59           1998        48,250,000(j)      5,214,378
    (Mexican Peso) Zero Coupon                   19.05           1998        42,580,000(j)      4,668,471
    (U.S. Dollar)                                11.50           2026         8,000,000         9,464,000
 Ministry Finance Russia
    (U.S. Dollar)                                 9.25           2001        12,100,000(d)     12,402,500
 Natl Power
    (U.S. Dollar)                                 8.40           2016         7,500,000         7,625,700
 Philippine Long Distance Telephone
    (U.S. Dollar)                                 7.85           2007         3,000,000(d)      2,847,120
    (U.S. Dollar)                                 8.35           2017         3,000,000(d)      2,818,020
 Polysindo Intl Finance                          11.375          2006         2,300,000         2,553,000
 Province of Mendoza
    (U.S. Dollar)                                10.00           2007         4,000,000(d)      3,975,000
 PTC Intl Finance
    (U.S. Dollar) Zero Coupon                    10.75           2007         6,000,000 (d)     3,825,000
 Repap New Brunswick
    (U.S. Dollar)                                 9.875          2000         2,000,000         2,005,000
 Republic of Argentina
    (U.S. Dollar)                                 8.75           2002        11,000,000(d)     10,815,937
 Republic of Brazil
    (U.S. Dollar)                                10.125          2027        10,000,000         9,750,000
 Republic of Italy
    (U.S. Dollar)                                 6.875          2023         7,500,000         7,283,025
 Republic of Panama
    (U.S. Dollar)                                 7.875          2002         2,500,000(d)      2,490,050
 Republic of South Africa
    (South African Rand)                          2.60           2005        48,500,000         9,299,914
 Rogers Cablesystems
    (Canadian Dollar)                             9.65           2014         2,700,000         2,021,962
 Rogers Cantel Mobile
    (U.S. Dollar)                                 9.375          2008         4,650,000         4,987,125
    (U.S. Dollar)                                11.125          2002         1,000,000         1,037,500
 Rostelecom (AO)
    (U.S. Dollar)                                 9.375          2000         5,000,000(e)      5,000,000
 Southern Peru Copper
    (U.S. Dollar)                                 7.90           2007         2,000,000(d)      2,041,760
 State of Isreal
    (U.S. Dollar)                                 6.375          2005         3,700,000         3,562,064
 Taiwan Semiconductor
    (U.S. Dollar) Zero Coupon                     6.39           2002         1,920,000(d,j)    2,054,400
 Tarkett Intl
    (U.S. Dollar)                                 9.00           2002         4,000,000(d)      4,055,000
 Telekom Malaysia
    (U.S. Dollar)                                 7.875          2025        10,000,000(d)     10,256,800
 Telesystem Intl Wireless
    (U.S. Dollar) Zero Coupon                    12.19           2007        11,000,000(d,k)    6,462,500
 Tjiwa Kimia Finance Mauritius
    (U.S. Dollar)                                10.00           2004         4,350,000(d)      4,263,000
 TV Azteca
    (U.S. Dollar)                                10.50           2007         2,500,000         2,625,000
 United Kingdom Treasury
    (British Pound)                               8.00           2003         9,500,000        16,051,266
 Veninfotel
    (U.S. Dollar) Cv Pay-in-kind                 10.00           2002         5,750,000(e,o)    5,980,000
 WMC Finance
    (U.S. Dollar)                                 7.25           2013        10,000,000         9,932,600
 Zhuhai Highway
    (U.S. Dollar)                                12.00           2008        10,000,000(d)     11,300,000
 Total                                                                                        429,314,844

 Total bonds
 (Cost: $1,595,797,923)                                                                    $1,653,965,718

See accompanying notes to investments in securities.

(This annual report is not part of the prospectus.)

</TABLE>
<PAGE>

      Investments in securities

      Retirement Annuity Mutual Funds           (Percentages represent value of 
      Special Income Fund                    investments compared to net assets)


 Common stocks (0.1%)

 Issuer                       Shares        Value(a)

 Celcaribe                 276,420(b,c,d)$1,105,680
 Great Bay Power                  28(b)         228
 Methanex                    200,000(b)   1,675,000
 Specialty Foods              15,000(b)       5,625
 Triangle Wire & Cable        84,444(b,e,p)      --

 Total common stocks
 (Cost: $5,160,744)                      $2,786,533

 Preferred stock and other (0.8%)
 Issuer                       Shares        Value(a)

 American Communications Services
    Warrants                   6,000(d)  $  360,000
 Bar Technologies
    Warrants                   4,500(d)     180,000
 Dairy Mart
    Warrants                  10,000(d)      20,000
 Evergreen Media
    6.00%                     25,000(d)   1,425,000

 Eye Care Center
    Warrants                   3,000(d)      12,375
 First Nationwide Bank
    11.50%                    25,000      2,850,000
 Geotek
    Warrants                 250,000(d)     250,000
 Intermedia Communication
    7.00%                    120,000      3,525,000
 Natl Australia Bank
    7.875%                   124,000      3,541,750
 Paxson Communications
    12.50% Pay-in-kind        36,000      3,888,000
 Price Communications
    Warrants                  23,048            230
 Unifi Communications
    Warrants                   7,000        140,000

 Total preferred stock and other
 (Cost: $15,054,345)                    $16,192,355


 Short-term securities (14.2%)

 Issuer      Annualized         Amount     Value(a)
               yield on     payable at
                date of       maturity
               purchase

 U.S. government agency (0.3%)
 Federal Home Loan Mtge Corp Disc Nt
      09-16-97     5.42%   $ 7,000,000 $  6,982,084

 Commercial paper (13.9%)
 A. I. Credit
      10-14-97     5.48     10,000,000    9,928,198
      10-21-97     5.48      5,000,000    4,958,514
 American General Finance
      09-15-97     5.50     16,500,000   16,459,667
 AT&T
      09-08-97     5.47      3,400,000    3,395,350
 Associates Corp of North America
      10-06-97     5.50     19,300,000   19,183,279
 Barclays U.S. Funding
      10-01-97     5.52      7,700,000    7,662,253
 BBV Finance
      09-25-97     5.48      8,500,000    8,466,359
 Beneficial
      09-26-97     5.51      4,500,000    4,481,404
 BOC Group
      09-23-97     5.50     12,300,000   12,254,900
 Commercial Credit
      09-18-97     5.48     11,900,000   11,865,582
 Fleet Funding
      09-11-97     5.50     13,100,000(q)13,075,983
      10-10-97     5.50        600,000(q)   596,241
 Ford Motor Credit
      09-22-97     5.50     11,800,000   11,758,536
 Gannett
      09-16-97     5.51      5,100,000(q) 5,086,730
 General Electric Capital
      09-26-97     5.50      5,500,000    5,477,313
 Goldman Sachs Group
      09-25-97     5.50      8,100,000    8,067,825
 Household Finance
      09-05-97     5.48     10,000,000    9,990,867
      10-08-97     5.50     11,600,000   11,530,883
 Kredietbank North America Finance
      09-03-97     5.50     10,200,000   10,193,767
 Metlife Funding
      10-17-97     5.50     12,200,000   12,105,876
 Morgan Stanley Group
      10-15-97     5.50      8,300,000    8,241,669
 Natl Australia Funding (Delaware)
      09-15-97     5.54      7,200,000    7,179,729
      10-07-97     5.49      7,000,000    6,959,435
 Natl Bank Detroit
      09-12-97     5.50      4,100,000    4,091,857
 New Center Asset Trust
      09-24-97     5.50     21,600,000   21,517,500
 Northern States Power
      09-22-97     5.55      6,600,000    6,574,143
 Novartis Finance
      09-02-97     5.48      5,900,000(q) 5,897,306
 Pacific Mutual
    09-26-97       5.51      7,800,000    7,767,766
 Reed Elsevier
      11-21-97     5.51      5,200,000(q) 5,133,145
 SBC Communications Capital
      10-23-97     5.50      6,800,000(q) 6,743,900
 Total                                  266,645,977


 Total short-term securities
 (Cost: $273,651,346)                  $273,628,061


 Total investments in securities
 (Cost: $1,889,664,358)(r)           $1,946,572,667


See accompanying notes to investments in securities.

(This annual report is not part of the prospectus.)

<PAGE>

 Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b) Non-income producing. For long-term debt securities, items identified are in
default as to payment of interest or principal.

(c) Foreign  securities values are stated in U.S. dollars.  For debt securities,
principal amounts are denominated in the currency indicated.

(d)  Represents  a  security  sold  under  Rule  144A,   which  is  exempt  from
registration  under the  Securities  Act of 1933, as amended.  This security has
been determined to be liquid under guidelines established by the board.

(e) Identifies issues considered to be illiquid as to their  marketability  (see
Note  1 to the  financial  statements).  Information  concerning  such  security
holdings at Aug. 31, 1997, is as follows:

 Security                                    Acquisition              Purchase
                                                    date                  cost

 Geotek Communications
    12.00% Cv 2001                              03-04-96            $4,135,000
 Rostelecom (AO)
    9.375% 2000                                 04-28-97             5,000,000
 Triangle Wire & Cable
    Common stock                                01-13-92             2,000,018
 Veninfotel
    (U.S. Dollar) 10.00% Cv 
    Pay-in-kind 2002              03-05-97 thru 07-23-97             5,750,000

(f)  Security  is  partially  or  fully on  loan.  See  Note 5 to the  financial
statements.

(g) Partially  pledged as initial  margin deposit on the following open interest
rate futures contracts (See Note 7 to the financial statements):

 Type of security                                               Notional amount
 Sales contracts
 U.S. Treasury Notes Sept. 1997                                     $10,000,000

(h)  Adjustable  rate mortgage;  interest rate varies to reflect  current market
conditions; rate shown is the effective rate on Aug. 31, 1997.

(i) Interest rate varies either based on a predetermined  schedule or to reflect
current market conditions; rate shown is the effective rate on Aug. 31, 1997.

(j) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield on the date of acquisition.

(k) For those zero coupon bonds that become coupon paying at a future date,  the
interest rate disclosed  represents the annualized effective yield from the date
of acquisition to interest reset date disclosed.

(l) At Aug. 31,  1997,  the cost of  securities  purchased,  including  interest
purchased, on a when-issued basis was $11,289,859.

(m) U.S. Treasury inflation-protection securities (TIPS) are securities in which
the  principal  amount is adjusted for inflation  and the  semi-annual  interest
payments equal a fixed percentage of the inflation-adjusted principal amount.

(n) The following abbreviation is used in portfolio descriptions to identify the
issuer or issue: MBIA--Municipal Bond Investors Assurance

(o) Pay-in-kind securities are securities in which the issuer has the options to
make interest or dividend  payments in cash or in additional  securities.  These
securities  issued  as  interest  or  dividends,  usually  have the same  terms,
including maturity date, as the pay-in-kind securities.

(p) Negligible market value.

(q) Commercial paper sold within terms of a private placement memorandum, exempt
from registration  under Section 4(2) of the Securities Act of 1933, as amended,
and may be sold only to dealers in that program or other "accredited investors."
This security has been determined to be liquid under  guidelines  established by
the board.

(r) At Aug. 31, 1997, the cost of securities for federal income tax purposes was
$1,885,308,462 and the aggregate gross unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation............................................$78,666,794
Unrealized depreciation............................................(17,402,589)
Net unrealized appreciation........................................$61,264,205

(This annual report is not part of the prospectus.)

<PAGE>

      Retirement Annuity Mutual Funds
      Managed Fund                              (Percentages represent value of
      Aug. 31, 1997                          investments compared to net assets)

 Common stocks (67.0%)
 Issuer                      Shares        Value(a)

 Aerospace & defense (3.3%)
 Allied Signal              375,000   $  30,960,938
 Boeing                   1,135,000      61,786,562
 Lockheed Martin            177,802      18,435,845
 United Technologies        450,000      35,128,125
 Total                                  146,311,470

 Airlines (0.5%)
 Southwest Airlines         840,000      23,520,000

 Automotive & related (0.8%)
 Tower Automotive           836,300      37,528,962

 Banks and savings & loans (3.8%)
 Citicorp                   290,000      37,011,250
 KeyCorp                    675,000      40,921,875
 Norwest                    735,000      42,216,562
 Washington Mutual          850,000      50,893,750
 Total                                  171,043,437

 Beverages & tobacco (1.9%)
 Coca-Cola                  730,000      41,838,125
 Philip Morris              945,000      41,225,625
 Total                                   83,063,750

 Building materials & construction (1.9%)

 American Standard          370,000      17,390,000
 Clayton Homes              993,750      16,707,422
 Tyco Intl                  625,000      49,023,437
 Total                                   83,120,859

 Communications equipment & services (0.9%)
 ADC Telecommunications     590,000(b)   21,903,750
 Loral Space Communication1,041,800(b)   18,231,500
 Total                                   40,135,250

 Computers & office equipment (9.9%)
 American Power Conversion1,500,000(b)   39,375,000
 Cisco Systems              300,000(b)   22,612,500
 Compaq Computer          1,705,000(b)  111,677,500
 Computer Associates        650,000      43,468,750
 First Data                 740,000      30,386,250
 First USA Paymentech       361,900(b)   10,992,712
 Hewlett Packard            700,000      42,918,750
 Ikon Office Solutions        1,000(g)       26,000
 Learning                 1,069,500(b,l) 15,574,593
 Microsoft                  375,000(b)   49,570,313
 Oracle Systems             412,500(b)   15,726,563
 Solectron                1,100,000(b)   46,062,500
 3 Com                      250,000(b)   12,484,375
 Total                                  440,875,806

 Electronics (4.9%)
 Analog Devices             800,000      26,500,000
 Intel                    1,240,000     114,235,000
 KLA-Tencor                 435,000(l)   30,830,625
 Maxim Integrated Products  300,000(b)   20,737,500
 Microchip Technology       650,000(l)   26,284,375
 Total                                  218,587,500

 Energy (1.0%)
 Amoco                      115,000      10,874,688
 Anadarko Petroleum         250,000      18,359,375
 Apache                     440,000(g)   17,462,500
 Total                                   46,696,563

 Energy equipment & services (0.8%)
 ENSCO Intl                 551,200      35,001,200

 Financial services (3.9%)
 Federal Natl Mortgage      590,000      25,960,000
 Green Tree Financial       400,000      17,575,000
 Morgan Stanley,
   Dean Witter & Discover 1,300,000      62,562,500
 Travelers Group          1,025,000      65,087,500
 Total                                  171,185,000

 Food (0.4%)
 ConAgra                    270,000      17,364,375

 Health care (4.1%)
 Amgen                      200,000(b)    9,912,500
 Boston Scientific          483,500(b)   34,086,750
 Bristol-Myers Squibb       220,000      16,720,000
 Medtronic                  225,000      20,334,375
 Merck                      800,000      73,450,000
 Pfizer                     520,000      28,795,000
 Total                                  183,298,625

 Health care services (3.6%)
 AmeriSource Health Cl A    600,000      30,037,500
 Cardinal Health            242,500      16,065,625
 HEALTHSOUTH              1,350,000      33,665,625
 Oxford Health Plans        210,000(b)   15,356,250
 Service Corp Intl        1,000,000      32,000,000
 United Healthcare          700,000      34,037,500
 Total                                  161,162,500

 Household products (1.3%)
 Gillette                   250,000      20,703,125
 Proctor & Gamble           283,515      37,725,215
 Total                                   58,428,340

 Industrial equipment & services (1.6%)
 Deere & Co                 700,000      39,200,000
 Illinois Tool Works        660,000      31,927,500
 Total                                   71,127,500

 Insurance (1.7%)
 PennCorp Financial Group   800,000(g)  $25,650,000
 Terra Nova Hldgs           500,000      11,312,500
 Travelers Property Casualty950,000      38,237,500
 UNUM                           200           8,250
 Total                                   75,208,250

 Leisure time & entertainment (1.3%)
 Disney (Walt)              350,000      26,884,375
 Mattel                     900,000      30,093,750
 Total                                   56,978,125

 Media (0.8%)
 CS Wireless Systems            550(b,o)         --
 Time Warner                675,000      34,762,500
 Total                                   34,762,500

 Metals (1.1%)
 Freeport Copper Cl B       250,000       7,000,000
 Martin Marietta Materials1,144,622      39,990,231
 Total                                   46,990,231

 Multi-industry conglomerates (2.3%)
 Emerson Electric           475,000      25,976,563
 General Electric         1,200,000      75,000,000
 Total                                  100,976,563

 Paper & packaging (1.1%)
 Crown Cork & Seal          117,350       5,970,181
 Kimberly-Clark             500,000      23,718,750
 Owens-Illinois             505,000(b)   17,580,313
 Total                                   47,269,244

 Restaurants & lodging (0.6%)
 Extended Stay America    2,064,000      27,606,000

 Retail (2.4%)
 CUC Intl                   650,000(b)   15,275,000
 Dollar General             265,375      10,996,477
 Home Depot                 697,500      32,913,281
 Office Max               1,287,300      19,068,131
 Wal-Mart Stores            830,000      29,465,000
 Total                                  107,717,889

 Transportation (0.3%)
 Union Pacific              175,000      11,364,063

 Utilities -- gas (0.5%)
 Sonat                      485,000      24,159,062

 Utilities -- telephone (1.6%)
 AirTouch Communications  1,121,500(b)   37,920,719
 MCI Communications         600,000      17,100,000
 WorldCom                   500,000      14,968,750
 Total                                   69,989,469

 Foreign (8.7%)(c)
 BCE                      1,380,000(g)   39,071,250
 Belle                   33,000,000(b)    5,176,446
 Companhia Paranaense
      de Energia ADR        830,500      11,938,437
 Elan ADR                   537,200(b,g) 24,442,600
 Ericsson Cl B            1,175,000      48,982,813
 Kimberly-Clark de Mexico 2,000,000       8,956,566
 Nokia ADR                  130,000      10,075,000
 Northern Telecom           560,000      55,510,000
 Novartis                    10,000(b)   14,160,481
 Petroleo Brasileiro-
      Petrobras ADR         540,000(b)   14,310,000
 Republic Inds            1,699,915(b)   41,754,162
 Royal Dutch Petroleum      700,000      35,525,000
 SmithKline Beecham         950,000      41,146,875
 Telecomunicacoes
      Brasileiras-Telebras  145,000      17,110,000
 Telecel-Communicacaoes
      Pessoais              129,000(b)    9,401,038
 Uniao de Bancos
      Brasileriros ADR      300,000(b,g) 10,500,000
 Total                                  388,060,668

 Total common stocks
 (Cost: $2,084,370,889)              $2,979,533,201


 Preferred stock & other (2.5%)
 First Nationwide
      $11.50                 20,000       2,280,000
 Globalstar Telecom
      6.50% Cv              170,000(b)   11,645,000
 IKON Office Solutions
      $5.04% Cv             349,250      24,294,703
 Loral Space Communication
      6.00% Cv              400,000(b,d) 21,750,000
 Mexico Value
      Rights                  1,000(o)           --
 Pinto Totta Intl Finance
      7.77%                  50,000(b,d)  4,969,850
 Sinclair Capital
      11.625%                30,000       3,292,500
 Time Warner
      10.25% Pay-in-kind      6,785(k)    7,717,938
 Unifi Communications
      Warrants                2,000(d)       40,000
 UNUM
      $2.34 Cv              450,000(b)   34,593,750

 Total preferred stock & other
 (Cost: $102,546,757)                  $110,583,741

(This annual report is not part of the prospectus.)
<PAGE>
<TABLE>
<CAPTION>


Bonds (27.3%)

Issuer                                                 Coupon     Maturity         Principal           Value(a)
                                                         rate         year            amount





 U.S. government obligations (6.0%)
<S>                                                    <C>         <C>           <C>             <C>          
 U.S. Treasury                                         5.375%      1997-98       $58,000,000     $  57,919,100
                                                       5.75           2003        35,300,000        34,398,085
                                                       5.875          2004        12,500,000(g)     12,234,250
                                                       5.875          1999        50,000,000        50,010,000
                                                       6.375          2001        70,000,000        70,471,800
                                                       6.50           2005         9,000,000         9,069,210
                                                       7.25           2022        15,000,000        15,992,700
                                                       7.875          2004         5,000,000         5,437,600
    Zero Coupon                                        6.46           2005        18,000,000(f)     11,046,600
 Total                                                                                             266,579,345

 Mortgage-backed securities (5.2%)
 Federal Home Loan Mtge Corp                           6.50           2025         8,577,844         8,327,200
                                                       8.00           2024         4,305,050         4,446,901
                                                       8.50           2026         8,767,734         9,160,002
 Collateralized Mtge Obligation
    Trust Series Z                                     6.50           2023         5,927,377(i)      5,248,514
 Federal Natl Mtge Assn                                5.50           2009        24,788,728        23,757,021
                                                       6.00           2024         6,080,975         5,758,501
                                                       6.50        2010-25        16,891,894        16,606,022
                                                       7.00        2003-26         9,511,936         9,419,354
                                                       7.40           2004        10,000,000        10,483,100
                                                       7.50        2025-27        27,492,669        27,803,548
                                                       8.00           2022         4,967,861         5,140,246
                                                       8.50        2023-25        16,615,234        17,415,554
                                                       8.50           2011        10,000,000        10,467,000
                                                       9.00           2024         3,251,021         3,494,002
 Collateralized Mtge Obligation
    Trust Series Z                                     6.00           2024         7,398,196(i)      5,926,029
                                                       7.00           2022        14,893,378(i)     14,539,693
 Govt Natl Mtge Assn                                   7.00        2008-24        39,340,087        39,457,628
 Merrill Lynch Mtge Investors                          6.96           2028         7,500,000         7,313,672
                                                       8.21           2021         1,722,325         1,704,026
 Standard Credit Card                                  5.95           2004         3,000,000         2,902,620
 Total                                                                                             229,370,633


 Aerospace & defense (0.2%)
 Airplanes GPA                                        10.875          2019         1,750,000         1,990,625
 Alliant Techsystems
    Sr Sub Nts                                        11.75           2003           700,000           772,625
 BE Aerospace                                          9.875          2006         2,500,000         2,587,500
 L-3 Communications                                   10.375          2007           690,000(d)        738,300
 Newport News Shipbuilding
    Sr Nts                                             8.625          2006         1,000,000         1,035,000
 Northrup-Grumman                                      7.00           2006         3,750,000         3,712,237
 Total                                                                                              10,836,287


 Airlines (0.2%)
 Continental Airlines                                  6.94           2015         5,000,000         4,923,950
 Northwest Airlines                                    8.07           2015         1,982,925         2,067,001
                                                       8.97           2015           982,308         1,039,065
 Total                                                                                               8,030,016

 Automotive & related (0.2%)
 Arvin Inds                                            9.50           2027         3,000,000         3,140,820

 General Motors Acceptance
    Medium-term Nts                                    5.95           1998         7,000,000         7,009,870
 Total                                                                                              10,150,690

 Banks and savings & loans (1.2%)
 BankAmerica                                           7.70           2026         3,700,000(d)      3,594,809
 Crestar Capital Trust                                 8.16           2026         7,000,000         7,076,860
 First Empire                                          8.23           2027         4,000,000         4,068,320
 First Nationwide Holdings
    Sr Sub Nts                                        10.625          2003         3,970,000         4,357,075
 Firststar Capital Trust                               8.32           2026         3,000,000         3,096,930
 Greenpoint Financial                                  9.10           2027         2,000,000(d)      2,073,240
 Mellon Capital                                        7.72           2026         1,800,000         1,764,900
 Morgan (JP)
    Medium-term Nts                                    4.00           2012         5,000,000         4,847,500
 Norwest
    Sr Nts                                             6.375          2002         5,800,000         5,783,818
 Riggs Natl
    Sub Nts                                            8.50           2006         4,900,000         5,077,625

 Union Planters Trust                                  8.20           2026         5,000,000         4,993,450
 U.S. Trust Capital Trust                              8.41           2027         3,000,000(d)      3,067,140
 Washington Mutual                                     8.375          2027         2,900,000(d)      2,968,701
 Total                                                                                              52,770,368

 Building materials & construction (0.1%)
 McQuay (AAF)
    Sr Nts                                             8.875          2003         3,000,000         3,030,000
 Owens Corning Fiberglass                              9.375          2012         1,500,000         1,687,530
 Southdown                                            10.00           2006         1,400,000         1,522,500
 Total                                                                                               6,240,030


 Communications equipment & services (0.1%)
 Geotek Communications
    Cv                                                12.00           2001         1,655,000(m)      1,406,750
 GST Telecommunications
    Zero Coupon Cv                                     5.25           2000           550,000(h)        440,000
 Jordan Inds                                           9.875          2007         1,600,000(d)      1,592,000
    Zero Coupon                                       11.75           2007         2,000,000(d)      1,447,500
 Unifi                                                14.00           2004         2,000,000(d)      1,977,500
 Total                                                                                               6,863,750

 Computers & office equipment (0.3%)
 Softkey
    Cv                                                 5.50           2000        15,000,000        13,200,000

 Electronics (0.1%)
 Advanced Micro Devices                               11.00           2003         3,000,000(g)      3,375,000


 Energy (0.2%)
 Forcenergy
    Sr Sub Nts                                         9.50           2006         1,000,000         1,042,500
 Parker & Parsley Petroleum                            8.25           2007         4,200,000         4,537,007
 UNC
    Sr Nts                                             9.125          2003         2,300,000         2,409,250
 Total                                                                                               7,988,757


 Energy equipment & services (0.2%)
 DI Inds                                               8.875          2007         1,500,000         1,496,250
 Foster Wheeler                                        6.75           2005         6,100,000         5,990,322
 Total                                                                                               7,486,572


 Financial services (0.9%)
 Associates Corp North America                         6.375          2002        10,000,000         9,936,800
 AVCO Financial Services                               7.25           1999         4,750,000         4,846,853
 Bat-Crave-800                                         6.68           2000         5,000,000(d)      4,990,500
                                                       6.86           2000         3,000,000         2,994,300
 Corporate Property Investors                          7.18           2013         2,200,000(d)      2,127,488
 DVI
    Sr Nts                                             9.875          2004         3,000,000         3,060,000
 GPA Delaware                                          8.75           1998         1,000,000         1,021,250
 Homeside                                             11.25           2003         1,625,000         1,909,375
 KFW Intl Finance                                      8.00           2010         4,000,000         4,397,480
 Salomon                                               6.75           2006         4,000,000         3,905,000
 Total                                                                                              39,189,046

 Food ( --%)
 Ameriserv Food
    Sr Sub Nts                                        10.125          2007         1,750,000(d)      1,798,125

 Furniture & appliances (0.2%)
 Interface                                             9.50           2005         3,500,000         3,710,000
 Life Style Furnishings                               10.875          2006         3,150,000         3,484,687
 Total                                                                                               7,194,687


 Health care (--%)
 IMED                                                  9.75           2006         1,600,000(d)      1,646,000


 Health care services (0.6%)
 Columbia/HCA Healthcare                               7.69           2025         2,300,000         2,258,209
 La Petite Holdings                                    9.625          2001         2,185,000         2,223,238
 Magellan Health Services
    Sr Sub Nts Cl A                                   11.25           2004         2,000,000         2,217,500
 Manor Care                                            7.50           2006         6,000,000         6,165,660
 Merit Behavioral                                     11.50           2005         1,300,000         1,413,750
 Owens & Minor                                        10.875          2006         1,200,000         1,314,000
 Paracelsus Healthcare
    Sr Sub Nts                                        10.00           2006         2,000,000         2,030,000
 Tenet Healthcare
    Sr Nts                                             8.625          2003         2,500,000         2,606,250
    Sr Sub Nts                                        10.125          2005         2,000,000         2,195,000
 Vencor
    Sr Sub Nts                                         8.625          2007         3,500,000(d)      3,504,375
 Total                                                                                              25,927,982


 Household products (--%)
 Sweetheart Cup
    Sr Sub Nts                                         9.625          2000         2,000,000         2,010,000

 Industrial equipment & services (0.2%)
 AGCO                                                  8.50           2006         2,200,000         2,304,500
 Borg-Warner Security                                  9.625          2007         1,300,000         1,329,250
 Case                                                  7.25           2005         5,000,000         5,047,300
 Total                                                                                               8,681,050

 Insurance (1.3%)
 American United Life                                  7.75           2026         2,500,000(m)      2,408,275
 Americo Life                                          9.25           2005         1,600,000         1,604,000
 Arkwright                                             9.625          2026         3,000,000(d)      3,396,780
 Conseco Finance Trust                                 8.70           2026         3,800,000         3,935,318
 Executive Risk Capital Trust                          8.675          2027         3,000,000         3,115,950
 Leucadia Nat'l
    Sr Sub Nts                                         7.875          2006         5,000,000         5,039,650
 Met Life                                              7.80           2025         6,900,000(d)      6,922,356
 Minnesota Mutual Life                                 8.25           2025         2,700,000(d)      2,895,669
 Nationwide Mutual
    Credit Sensitive Nts                               9.875          2025         9,000,000(d)     10,066,410
 New England Mutual
    Credit Sensitive Nts                               7.875          2024         2,000,000(d)      2,023,280
 Principal Mutual                                      8.00           2044         2,500,000(d)      2,530,750
 SAFECO Capital Trust                                  8.07           2037         5,000,000(d)      4,976,750
 SunAmerica
    Medium term Nts                                    7.34           2005         5,000,000         5,102,600
 Zurich Capital Trust                                  8.38           2037         3,750,000(d)      3,922,313
 Total                                                                                              57,940,101


 Leisure time & entertainment (0.3%)
 AMC Entertainment                                     9.50           2009         2,000,000(d)      2,017,500
 Plitt Theatres                                       10.875          2004         3,000,000         3,187,500
    Riviera Holdings                                  10.00           2004         2,250,000         2,221,875

 Time Warner                                           9.15           2023         5,000,000         5,710,300
 Total                                                                                              13,137,175


 Media (1.2%)
 Cablevision Systems                                   9.25           2005         3,000,000         3,127,500
 Cox Communications                                    7.25           2015         5,000,000         4,890,700
                                                       7.625          2025         5,000,000         5,013,500
 CS Wireless Systems                                  11.38           2006         2,000,000           535,000
 Lamar Advertising                                     9.625          2006         1,100,000         1,163,250
 MDC Communications
    Sr Sub Nts                                        10.50           2006         1,350,000         1,447,875
 News American Holdings                                7.50           2000         4,000,000         4,089,680
                                                       7.75           2045        10,000,000         9,645,400
 Outdoor Systems
    Sr Sub Nts                                         9.375          2006         2,500,000         2,618,750
 Tele-Communications                                   8.75           2023         3,500,000         3,568,180
 Time Warner Entertainment                             8.375          2033         5,000,000         5,268,700
 United Artist Theatre                                 9.30           2015         1,948,255         1,884,937
 Universal Outdoor
    Sr Sub Nts                                         9.75           2006         2,500,000         2,668,750
 Viacom Intl                                           7.00           2003         2,000,000         1,901,760
                                                       8.00           2006         4,000,000         3,910,000
 Total                                                                                              51,733,982


 Metals (0.1%)
 Bayou Steel                                          10.25           2001         2,750,000         2,842,813
 Ryerson Tull                                          8.50           2001         4,000,000         4,150,000
 Total                                                                                               6,992,813


 Multi-industry conglomerates (0.4%)
 Crane                                                 7.25           1999         2,000,000         2,034,280
 Pierce Leahy                                         11.125          2006           812,000(d)        913,500
 Prime Succession                                     10.75           2004         1,275,000         1,405,687
 USI American Holdings
    Sr Nts                                             7.25           2006         3,350,000         3,261,761
 Westinghouse Electric                                 8.875          2001         9,750,000        10,295,025
 Total                                                                                              17,910,253


 Paper & packaging (0.3%)
 Gaylord Container                                    12.75           2005         2,150,000         2,351,563
                                                       9.75           2007         1,750,000(d)      1,780,625
 Owens-Illinois                                        8.10           2007         4,350,000         4,508,601
 Riverwood Intl
    Sr Nts                                            10.25           2006         2,000,000         2,000,000
 Silgan Holdings                                       9.00           2009         1,650,000(d)      1,678,875
 Total                                                                                              12,319,664


 Retail (0.2%)
 Bruno's
    Sr Sub Nts                                        10.50           2005           200,000           173,000
 Pep Boys - Manny,
    Moe & Jack                                         7.00           2005         4,200,000         4,194,414
 Wal-Mart Stores                                       7.00           2006         4,671,431(d)      4,718,659
 Total                                                                                               9,086,073

 Textiles & apparel (--%)
 Dominion Textiles                                     9.25           2006         2,000,000         2,095,000


 Utilities -- electric (1.9%)
 Alabama Power                                         9.00           2024         2,200,000         2,400,222
 Arizona Public Service
    Sale Lease-backed Obligation                       8.00           2015         3,600,000         3,781,188
 Cal Energy
    Sr Nts                                             9.50           2006         1,325,000         1,417,750
 California Energy
    Sr Nts                                             9.875          2003         1,000,000         1,072,500
 Cleveland Electric Illuminating                       7.67           2004         6,500,000         6,609,005
                                                       9.50           2005         7,000,000         7,610,050
 CMS Energy                                            8.125          2002         5,000,000         5,067,800
 Connecticut Light & Power                             7.75           2002         5,000,000(d)      5,034,400
 El Paso Electric                                      8.90           2006         2,750,000         2,942,500
 First Palo Verde Funding                             10.15           2016         1,413,000         1,497,780
 Jersey Central Power & Light                          6.75           2025         7,200,000         6,522,984
 Long Island Lighting                                  9.75           2021         2,500,000         2,655,350
 Niagara Mohawk Power                                  7.75           2006         5,500,000         5,536,960
 Public Services Electric & Gas                        6.75           2016         2,600,000         2,504,580
 Salton Sea                                            7.84           2010         1,325,000         1,363,504
 Sithe Independent Funding                             9.00           2013         1,500,000         1,659,345
 TU Electric                                           8.175          2037         5,000,000         5,049,900

 Utilities -- electric (continued)
 Texas Utilities Electric                              5.875          1998         5,000,000         5,000,700
                                                       7.17           2007         5,000,000         4,950,750
 Virginia Electric Power                               6.75           2007         5,000,000         4,934,700
 Western Massachusetts Electric                        7.375          2001         2,750,000         2,721,318
 Wisconsin Electric Power                              6.875          2095         2,800,000         2,594,060
 Total                                                                                              82,927,346

 Utilities -- gas (0.3%)
 Columbia Gas Systems                                  7.32           2010         7,000,000         7,007,350
 Transcontinental Energy                               9.375          2001         5,000,000         5,458,650
 Total                                                                                              12,466,000


 Utilities -- telephone (0.4%)
 360 Communications                                    7.60           2009         3,000,000         3,064,560
 Primus Telecommunications Group
    with Warrants                                     11.75           2004         2,300,000         2,380,500
 U S WEST Communications                               7.20           2026         5,000,000         4,760,250
 Worldcom                                              7.75           2007         4,000,000         4,155,560
                                                       9.375          2004         2,614,800         2,804,373
 Total                                                                                              17,165,243


 Miscellaneous (0.6%)
 Adams Outdoor Advertising                            10.75           2006         3,000,000         3,262,500
 American General                                      7.57           2045         4,350,000(d)      4,146,072
 Coty                                                 10.25           2005         1,500,000         1,597,500
 Hyperion Telecommunication                           12.25           2004         1,500,000(d)      1,545,000
 Marshall & Ilsley Capital Trust                       7.65           2026         5,700,000         5,562,630
 Norcal Waste Systems
    Sr Nts                                            13.25           2005         2,000,000         2,237,500
 Outsourcing Solutions                                11.00           2006         1,125,000         1,237,500
 SC Intl Services                                      9.25           2007         4,000,000(d)      4,010,000
 Talton Holdings                                      11.00           2007         2,000,000(d)      2,100,000
 Total                                                                                              25,698,702


 Foreign (4.4%)(c)
 ALFA Bank
   (U.S. Dollar)                                      11.28           1997         3,000,000(j)      3,000,000
 Antenna TV
    (U.S. Dollar)                                      9.00           2007         3,000,000(d)      2,925,000
 Banco General
    (U.S. Dollar)                                      7.70           2004         3,750,000(d)      3,715,050
 CAF
    (U.S. Dollar)                                      7.10           2003         5,200,000         5,231,408
 Celcaribe
    (U.S. Dollar) Zero Coupon Cv                      10.31           1998         1,450,000(d,h)    2,320,000
 China Light & Power
    (U.S. Dollar)                                      7.50           2006         7,000,000         7,154,700
 CIA Latino Americana
    (U.S. Dollar)                                     11.625          2004           875,000(d)        929,688
 City of Moscow
    (U.S. Dollar)                                      9.50           2000         5,000,000(d)      5,143,750
    (U.S. Dollar) Zero coupon                         11.00           1997         2,000,000(f)      1,924,800
 Comp Paranaense de Energ
    (U.S. Dollar)                                      9.75           2005         2,000,000(d)      2,067,500
 Dao Heng Bank
    (U.S. Dollar)                                      7.75           2007         3,900,000(d)      3,904,641
 DGS Intl Finance
    (U.S. Dollar)                                     10.00           2007         1,200,000(d)      1,176,000
 Espirito Santos Centrais
    (U.S. Dollar)                                     10.00           2007         2,400,000(d)      2,391,000
 Govt Certificates of Israel
    (U.S. Dollar)                                      9.25           2001         2,513,492         2,643,289
 Govt of Algeria
    (U.S. Dollar)                                      7.06           2006         2,000,000         1,770,000
 Govt of Poland
    (U.S. Dollar)                                      6.94           2024         3,000,000(j)      2,926,890
    (U.S. Dollar)                                      3.75           2014         9,950,000(j)      8,420,187
 Greater Beijing
    (U.S. Dollar)                                      9.25           2004         4,500,000(d)      4,429,215
    (U.S. Dollar)                                      9.50           2007         2,500,000(d)      2,446,975
 Grupo Iusacell Sa De
    (U.S. Dollar)                                     10.00           2004         1,250,000(d)      1,275,000
 Grupo Televisa
    Sr Nts                                            11.875          2006         1,250,000(d)      1,409,375
 Guangdong Enterprises
    (U.S. Dollar)                                      8.875          2007         2,000,000(d)      2,013,460
 Honam Oil Refinery
    (U.S. Dollar)                                      7.125          2005         5,750,000(d)      5,739,880
 Hutchinson Whampo
    (U.S. Dollar)                                      7.50           2027         5,500,000(d)      5,321,635
 Hyundai Semiconductor
    (U.S. Dollar)                                      8.625          2007         4,000,000(d)      4,070,760
 Imexsa Export Trust
    (U.S. Dollar)                                     10.125          2003         3,000,000(d)      3,202,500
 Israel Electric
    (U.S. Dollar)                                      7.25           2006         2,700,000         2,710,584
 Jasmine Submarine Telecom
    (U.S. Dollar)                                      8.48           2011         2,900,000(d)      2,847,974
 Lloyds Bank
    (U.S. Dollar)                                      6.00           2049         9,250,000(j)      8,529,888
 Mexican Cetes
    (Mexican Peso) Zero Coupon                        20.44           1998        17,030,000(f)      1,867,169
 Midland Bank
    (U.S. Dollar)                                      6.06           2049         9,250,000(j)      8,556,250
 Ministry Finance Russia
    (U.S. Dollar)                                      9.25           2001         2,050,000 (d)     2,101,250
 Peoples Republic of China
    (U.S. Dollar)                                      7.375          2001         2,000,000         2,042,500
    (U.S. Dollar)                                      9.00           2096         2,500,000         2,826,025
 Petronas
    (U.S. Dollar) Cv                                   7.75           2015         6,000,000         6,164,160
 Petrozuata Finance
    (U.S. Dollar)                                      8.22           2017         7,000,000(d)      7,327,950
 Philippine Long Distance Telephone
    (U.S. Dollar)                                      7.85           2007         1,500,000(d)      1,423,560
    (U.S. Dollar)                                      8.35           2017         1,500,000(d)      1,409,010
 Pohang Iron & Steel
    (U.S. Dollar)                                      7.125          2006         8,000,000         7,838,800
 Polysindo Intl Finance
    (U.S. Dollar)                                     11.375          2006         1,825,000         2,025,750
 Pt Indah Kiat
    (U.S. Dollar)                                     10.00           2007         3,600,000(d)      3,465,000
 Quno Corp
    (U.S. Dollar)                                      9.125          2005         2,500,000         2,612,500
 Ras Laffan
    (U.S. Dollar)                                      8.29           2014         6,000,000(d)      6,318,300
 Repap New Brunswick
    (U.S. Dollar)                                     10.625          2005         3,000,000         2,850,000
 Republic of Argentina
    (U.S. Dollar)                                      5.50           2023         5,000,000(j)      3,668,750
    (U.S. Dollar)                                      8.75           2002         3,500,000(d)      3,441,434
 Republic of Israel
    (U.S. Dollar)                                      6.375          2005         1,850,000         1,781,032
 Republic of Panama
    (U.S.Dollar)                                       7.875          2002         1,000,000(d)        996,020
 Rogers Cable System
    (Canadian Dollar)                                  9.65           2014         5,000,000         3,744,375
 Rogers Cantel Mobile
    (U.S. Dollar)                                      9.375          2008         2,800,000         3,003,000
 Rostelecom (AO)
    (U.S. Dollar)                                      9.375          2000         3,200,000(m)      3,200,000
 Telekom Malaysia
    (U.S. Dollar)                                      7.875          2025         3,000,000(d)      3,077,040
 United Mexican States
    (U.S. Dollar)                                      6.25           2019         4,000,000         3,205,000
 Veritas Holdings
    (U.S. Dollar)                                      9.625          2003         3,750,000(d)      3,918,750
 Zhuhai Highway
    (U.S. Dollar)                                     12.00           2008         5,000,000(d)      5,650,000
 Total                                                                                             196,154,774

 Total bonds
 (Cost: $1,189,338,495)                                                                         $1,214,965,464


See accompanying notes to investments in securities.

(This annual report is not part of the prospectus.)

</TABLE>
<PAGE>


 Short-term securities (5.9%)

 Issuer      Annualized         Amount     Value(a)                             
               yield on     payable at
                date of       maturity
               purchase

 U.S. government agency (0.1%)
 Federal Home Loan Mtge Corp Disc Nt
      10-07-97     5.46%   $ 3,000,000 $  2,982,805

 Certificate of deposit (0.7%)
 ABN Yankee
      04-21-98     6.22     30,000,000   29,991,419

 Commercial paper (5.0%)
 ABB Treasury Center USA
      10-07-97     5.55      2,700,000(e) 2,683,684
 A. I. Credit
      10-09-97     5.66      10,00,000    9,936,248
 AIG Funding
      11-18-97     5.55      8,450,000    8,342,579
 American General Capital
      09-03-97     5.54     13,900,000(e)13,891,505
 American General Finance
      09-16-97     5.54     11,000,000   10,971,275
 Ameritech
      10-20-97     5.65     10,000,000    9,918,768
 BBV Finance (Delaware)
      09-25-97     5.50      5,300,000    5,279,024
 BellSouth Telecommunications
      10-09-97     5.53      4,900,000    4,870,056
 Beneficial
      10-10-97     5.54     10,000,000    9,937,247
 CAFCO
      09-29-97     5.53      2,300,000(e) 2,289,439
 CIT Group Holdings
      09-18-97     5.54      4,900,000    4,885,776
      10-24-97     5.55     10,500,000   10,411,611
 Campbell Soup
      11-18-97     5.54      5,950,000(e) 5,874,361
 Cargill Global
      09-09-97     5.55      2,200,000(e) 2,196,639
      11-03-97     5.56     10,000,000(e) 9,896,417
 Commerical Credit
      09-12-97     5.52      7,300,000    7,285,554
 Commerzbank U.S. Finance
      09-11-97     5.53      6,400,000    6,388,267
 Deutsche Bank Financial
      09-16-97     5.51      4,700,000    4,687,815
 Goldman Sachs Group
      09-25-97     5.52      3,900,000    3,884,508
 Household Finance
      09-04-97     5.53      1,300,000    1,299,007
 MCI Communications
    09-22-97       5.73      5,400,000(e) 5,378,328
      09-23-97     5.63      5,000,000(e) 4,979,228
 May Department Stores
      09-22-97     5.53      5,400,000    5,381,025
 Morgan Stanley Group
      10-08-97     5.55      5,100,000    5,066,876
 Natl Australia Funding (Delaware)
      10-07-97     5.52      4,600,000    4,573,343
 Paccar Financial
      10-01-97     5.53      4,800,000    4,776,491
 Pacific Mutual
      09-26-97     5.53      7,900,000    7,867,353
 Pfizer
      09-02-97     5.50      7,500,000(e) 7,496,575
      09-08-97     5.51      6,700,000(e) 6,690,821
 Reed Elsevier
      11-05-97     5.56      5,400,000(e) 5,342,370
 SBC Communications Capital
      09-04-97     5.57     15,100,000(e)15,085,835
      09-24-97     5.51      8,200,000    8,168,737
 USAA Capital
      10-01-97     5.64      8,000,000    7,957,869
 Total                                  223,694,631


 Letters of credit (0.1%)
 Bank of America-
 AES Barbers Point
      10-17-97     5.53      3,100,000    3,077,308
 Federal Home Loan Bank
      09-18-97     5.61      3,900,000    3,887,488
 Total                                    6,964,796

 Total short-term securities
 (Cost: $263,670,126)               $   263,633,651


 Total investments in securities
 (Cost: $3,639,926,267)(p)           $4,568,716,057


See accompanying notes to investments in securities.

(This annual report is not part of the prospectus.)
<PAGE>

      Investments in securities

      Retirement Annuity Mutual Funds
      Managed Fund


 Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b) Non-income producing.

(c) Foreign  security values are stated in U.S.  dollars.  For debt  securities,
principal amounts are denominated in the currency indicated.

(d)  Represents  a  security  sold  under  Rule  144A,   which  is  exempt  from
registration  under the  Securities  Act of 1933, as amended.  This security has
been determined to be liquid under guidelines established by the board.

(e) Commercial paper sold within terms of a private placement memorandum, exempt
from registration  under Section 4(2) of the Securities Act of 1933, as amended,
and may be sold only to dealers in that program or other "accredited investors."
This security has been determined to be liquid under  guidelines  established by
the board.

(f) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield from the date of acquisition.

(g)  Security  is  partially  or  fully on  loan.  See  Note 5 to the  financial
statements.

(h) For those zero coupon bonds that become coupon paying at a future date,  the
interest rate disclosed  represents the annualized effective yield from the date
of acquisition to interest reset date disclosed.

(i) This security is a collateralized  mortgage obligation that pays no interest
or  principal  during its initial  accrual  period  until  payment of a previous
series within the trust have been paid off.  Interest is accrued at an effective
yield.

(j) Interest rate varies either based on a predetermined  schedule or to reflect
current market conditions; rate shown is the effective rate on Aug. 31, 1997.

(k) Pay-in-kind  securities are securities in which the issuer has the option to
make  interest  payments in cash or in  additional  securities.  The  securities
issued as interest usually have the same terms,  including maturity date, as the
pay-in-kind securities.

(l) At Aug. 31, 1997,  securities  valued at $24,611,875 were held to cover open
call options written as follows:

Issuer                  Shares    Exercise  Expiration          Value(a)
                                     price        date
KLA-Tencor             135,000         $65  Sept. 1997        $ 978,750
Learning               200,000          10  Oct. 1997           900,000
Microchip Technology   300,000          40  Sept. 1997          759,375

Total                                                        $2,638,125

(m) Identifies issues considered to be illiquid as to their  marketability  (see
Note  1 to the  financial  statements).  Information  concerning  such  security
holdings at Aug. 31, 1997 is as follows:

 Security                      Aquisition         Purchase
                                     date            cost
 American United Life*
      7.75% 2026                 02-13-96      $2,500,000
 Geotek Communications
      12.00% Cv 2001             03-04-96       2,000,000
 Rostelecom (AO)
      9.375% 2000                08-14-97       3,200,000

*Represents a security sold under Rule 144A,  which is exempt from  registration
under the Securities Act of 1933, as amended.

(n) Investments  representing 5% or more of the outstanding voting securities of
the issuer.  Transactions  with companies that were  affiliates  during the year
ended Aug. 31, 1997 are as follows:

Issuer            Beginning       Purchase          Sales   Ending  Dividend
                       cost           cost           cost     cost    income

Advanta Cl A*            $--   $64,584,408    $64,584,408      $--  $145,750

*Issuer was not an affiliate for the entire period ended Aug. 31, 1997.

(o) Negligible market value.

(p) At Aug. 31, 1997, the cost of securities for federal income tax purposes was
$3,642, 177,685 and the aggregate gross unrealized appreciation and depreciation
based on that cost was:

Unrealized appreciation...........................................$974,283,074
Unrealized depreciation............................................(47,744,702)
                                                                   ----------- 
Net unrealized appreciation.......................................$926,538,372

(This annual report is not part of the prospectus.)

<PAGE>
      Investments in securities

      Retirement Annuity Mutual Funds
      Moneyshare Fund                           (Percentages represent value of
      Aug. 31, 1997                          investments compared to net assets)

 Issuer      Annualized         Amount     Value(a)
               yield on     payable at
                date of       maturity
               purchase

 U.S. government agency (0.5%)
 Federal Home Loan Bank
      01-28-98     5.78%   $ 2,000,000  $ 2,000,000

 Total U.S. government agency
 (Cost: $2,000,000)                       2,000,000


 Certificates of deposit (7.3%)
 ABN Amro Yankee
      09-23-97     5.53      6,000,000    5,999,953
      05-15-98     6.08      1,000,000      999,865
 Bank of New York
      03-03-98     5.83      3,000,000    2,999,563
 Canadian Imperial Bank Yankee
      09-02-97     5.54      3,300,000    3,300,003
      11-03-97     5.57     10,300,000   10,300,000
 Societe Generale
      12-16-97     5.73      3,000,000    3,000,000
      12-24-97     5.54      4,000,000    3,999,110

 Total certificates of deposit
 (Cost: $30,598,494)                     30,598,494

 Commercial paper (73.9%)

 Banks and savings and loans (5.8%)
 Commerzbank U.S. Finance
      10-24-97     5.55      8,200,000    8,131,473
 First Bank Minneapolis
      10-24-97     5.53      3,000,000(c) 2,999,738
      03-06-98     5.55      2,000,000(c) 1,999,602
 Harris Trust
      09-10-97     5.52      4,300,000    4,300,000
 Morgan Guaranty Trust
      06-22-98     6.01      2,000,000    1,999,458
 NBD Bancorp
      09-16-97     5.57      5,000,000    4,986,967
 Total                                   24,417,238

 Commercial finance (7.8%)
 CAFCO
      09-19-97     5.55      5,000,000(b) 4,984,667
      09-29-97     5.54        600,000(b)   597,245
      11-07-97     5.60      2,000,000(b) 1,978,802
 Ciesco LP
      09-16-97     5.57      7,300,000(b) 7,280,971
      10-17-97     5.59     10,000,000(b) 9,926,266
      10-28-97     5.59      4,000,000(b) 3,963,748
 New Center Asset Trust
      09-08-97     5.55      4,000,000    3,994,500
 Total                                   32,726,199

 Financial services (25.6%)
 Associates Corp North America
      09-18-97     5.63      5,000,000    4,985,354
      10-09-97     5.53      5,400,000    5,367,060
 Commercial Credit
      09-12-97     5.52      7,000,000    6,986,148
      09-18-97     5.52      7,900,000    7,877,151
 Goldman Sachs Group
      09-03-97     5.64      6,500,000    6,495,977
      09-19-97     5.54      8,000,000    7,975,511
      09-26-97     5.53      5,000,000    4,979,375
 Household Finance
      09-04-97     5.56      5,000,000    4,996,181
      09-05-97     5.52      6,500,000    6,494,063
      10-28-97     5.56      3,000,000    2,972,958
 Merrill Lynch
      09-30-97     5.57      2,000,000    1,990,493
      10-16-97     5.60      2,500,000(c) 2,500,000
      10-20-97     5.58      6,300,000    6,250,734
      11-04-97     5.59      6,500,000    6,434,220
      05-26-98     5.58      2,000,000(c) 2,000,000
 Morgan Stanley Group
      10-06-97     5.57      5,000,000    4,971,685
      10-08-97     5.56      4,400,000    4,373,831
      10-14-97     5.55      4,900,000    4,866,251
      10-15-97     5.56      8,000,000    7,943,676
      10-20-97     5.55      2,800,000    2,778,183
 Paccar Financial
      09-10-97     5.53      4,700,000    4,692,102
 Total                                  107,930,953

 Food (6.3%)
 CPC Intl
      10-20-97     5.57      6,500,000(b) 6,449,446
      11-05-97     5.60     13,600,000(b)13,460,283
 Campbell Soup
      11-17-97     5.50      4,000,000(b) 3,953,653
      11-18-97     5.55      2,600,000(b) 2,568,396
 Total                                   26,431,778

 Household products (2.4%)
 Clorox
      09-09-97     5.57      7,160,000    7,149,021
 Kimberly Clark
      09-29-97     5.54      3,200,000(b) 3,185,333
 Total10,334,354

 Industrial equipment & services (0.9%)
 ABB Treasury Center (USA)
      09-04-97     5.63      3,700,000(b) 3,697,138

 Insurance (7.4%)
 A.I. Credit
      09-17-97     5.55      3,100,000    3,091,475
 AIG Funding
      11-18-97     5.56      7,700,000    7,606,231
 American General Finance
      09-17-97     5.64      5,000,000    4,986,100
 Lincoln Natl
      09-09-97     5.58      5,000,000(b) 4,992,320
      10-01-97     5.54      2,700,000(b) 2,686,824
      10-02-97     5.55      5,800,000    5,770,758
 St. Paul Companies
      09-15-97     5.52      2,000,000    1,995,120
 Total                                   31,128,828

 Media (3.4%)
 Gannett
      10-14-97     5.56      5,470,000(b) 5,432,325
 Reed Elsevier
      09-16-97     5.63      4,600,000(b) 4,587,944
      11-21-97     5.58      4,400,000(b) 4,344,104
 Total                                   14,364,373

 Multi-industry conglomerates (4.0%)
 BOC Group
      09-23-97     5.55      6,100,000    6,077,593
 General Electric
      09-25-97     5.50      5,800,000    5,776,961
 General Electric Capital
      09-19-97     5.64      5,000,000    4,984,556
 Total                                   16,839,110

 Retail (2.4%)
 May Department Stores
      10-21-97     5.60     10,400,000   10,317,228

 Miscellaneous (7.9%)
 Beneficial
      10-10-97     5.54      6,300,000    6,260,538
 CIT Group Holdings
      09-18-97     5.54      7,100,000    7,079,390
      10-24-97     5.56      5,000,000    4,957,910
 Fleet Funding
      09-10-97     5.54      3,900,000(b) 3,893,434
      09-11-97     5.53      5,900,000(b) 5,889,183
      09-23-97     5.55      5,100,000(b) 5,081,232
 Total                                   33,161,687

 Total commercial paper
 (Cost: $311,348,886)                   311,348,886

 Letters of credit (19.1%)

 ABN Amro-
 Formosa Plastics
      09-02-97     5.70      5,000,000    4,997,658
 Bank of America-
 AES Barbers Point
      10-10-97     5.55      2,300,000    2,285,593
 Bank of America-
 Formosa Plastics
      10-09-97     5.57      2,000,000    1,987,711
      10-16-97     5.57      5,000,000    4,963,967
 Bank of America-
 Minmetals
      09-03-97     5.55     10,000,000    9,993,867
      11-06-97     5.60      1,900,000    1,880,153
 Bank of New York-
 River Fuel Trust 2
      10-03-97     5.58      9,400,000(b) 9,350,906
 Barclays-
 Banco Real
      09-08-97     5.56      6,900,000    6,890,461
      10-06-97     5.91      2,000,000    1,988,181
 Barclays-
 Banco Serfin
      10-20-97     5.63      5,000,000    4,960,758
      10-16-97     5.58      5,000,000    4,963,967
 Credit Suisse-
 Chinatex
      10-21-97     5.57      5,000,000    4,960,133
 Credit Suisse-
 COFCO
      09-11-97     5.65      6,500,000    6,487,932
 Credit Suisse-
 Sunkyong America
      10-27-97     5.58      5,000,000    4,955,694
 First Chicago-
 Commed Fuel
      10-17-97     5.56      4,900,000    4,864,001
 Societe Generale-
 Nafinsa
      10-16-97     5.56      5,000,000    4,963,967

 Total letters of credit
 (Cost: $80,494,949)                     80,494,949


 Total investments in securities
 (Cost: $424,442,329)(d)               $424,442,329


See accompanying notes to investments in securities.

(This annual report is not part of the prospectus.)
<PAGE>

      Investments in securities

      Retirement Annuity Mutual Funds
      Moneyshare Fund


 Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b) Commercial paper sold within terms of a private placement memorandum, exempt
from registration  under Section 4(2) of the Securities Act of 1933, as amended,
and may be sold only to dealers in that program or other "accredited investors."
This security has been determined to be liquid under  guidelines  established by
the board.

(c) Interest rate varies to reflect current market conditions; rate shown is the
effective rate on Aug. 31, 1997.

(d) Also  represents  the cost of securities  for federal income tax purposes at
Aug. 31, 1997.


(This annual report is not part of the prospectus.)

<PAGE>


      Retirement Annuity Mutual Funds
      International Equity Fund                 (Percentages represent value of
      Aug. 31, 1997                          investments compared to net assets)


Common stocks (93.5%)
Issuer                       Shares        Value(a)


 Argentina (0.3%)
 Utilities -- telephone
 Telfonica de Argentina ADR  159,000(c)$  5,515,313

 Australia (4.1%)
 Banks and savings & loans (1.3%)
 Westpac Banking           4,592,000(c)  26,638,784

 Building materials & construction (0.5%)
 Pacific Dunlop            4,363,000     11,227,648

 Metals (2.0%)
 MIM Holdings             11,369,625(b)  13,626,017
 Pasminco                 10,647,382(b)  19,281,578
 WMC Limited               1,962,743      9,957,447
 Total                                   42,865,042

 Paper & packaging (0.3%)
 Amcor                       925,000(c)   5,604,082

 Austria (0.4%)

 Machinery
 Boehler-Uddeholm            107,600(d)   8,421,275

 Brazil (1.5%)
 Communications equipment & services (0.5%)
 Telecomunicacoes
    Brasileiras-Telebras ADR  95,000     11,210,000

 Energy (0.6%)
 Petroleo Brasileiro ADR     480,000(b,c)12,720,000

 Utilities -- electric (0.4%)
 Centrais Eletricas
    Brasileiras              366,000(b,c) 7,842,869

 Canada (2.8%)
 Aerospace & defense (0.5%)
 Bombardier Cl B             600,800(b)  11,659,089

 Communications equipment & services (0.6%)
 BCE Mobile                  350,300(b)  12,712,958

 Electronics (1.2%)
 Northern Telecom            250,000     24,781,250

 Energy (0.5%)
 Petro-Canada                590,000(b)  10,196,220

 Chili (0.2%)
 Utilities -- telephone
 Cia de
    Telecomunicaciones
    de Chile                 150,000      4,509,375

 Finland (1.2%)
 Communications equipment & services
 Nokia Cl A                  340,400(b)  26,272,430

 France (8.6%)
 Banks and savings & loans (1.9%)
 Banque Nationale de Paris   957,990     40,834,635

 Building materials & construction (1.0%)
 Lafarge                     330,251(b)  21,305,815

 Energy (2.0%)
 Societe Nationale
    Elf Aquitaine            197,303(b)  21,918,226
 Total Petroleum Cl B        231,310(b)  21,660,806
 Total                                   43,579,032

 Industrial equipment & services (1.3%)
 Michelin                    481,996(c)  27,049,905

 Leisure time & entertainment (1.3%)
 Accor                       178,153     26,681,023

 Utilities -- electric (1.1%)
 SGS THOMSON
    Microelectronics         242,730(b)  22,410,640

 Germany (4.7%)
 Automotive & related (1.1%)
 Daimler-Benz                304,000(b)  22,730,545

 Chemicals (0.7%)
 Hoechst                     386,500     15,295,167

 Communications equipment & services (0.9%)
 Deutsche Telekom            930,676(b,c)18,556,819

 Leisure time & entertainment (1.0%)
 Adidas                    176,647       21,279,824

 Miscellaneous (1.0%)
 SGL Carbon                  161,434(b)  20,028,367

 Hong Kong (7.7%)
 Banks and savings & loans (2.2%)
 HSBC Holdings             1,532,800     46,679,243

 Multi-industry conglomerates (2.5%)
 Guangdong Investment      4,860,000(b)   5,863,731
 Hutchison Whampoa         1,449,000     12,060,197
 Shanghai Industrial
    Holdings               3,995,000(b,c)26,291,371
 Swire Pacific Cl A        1,200,000      9,174,785
 Total                                   53,390,084

 Real estate (2.4%)
 Cheung Kong Holdings      3,624,000(b)  38,346,729
 New World Development     1,920,000     11,966,707
 Total                                   50,313,436

 Retail (0.6%)
 China Merchants
    Holdings Intl          3,800,000(b)  12,013,677

 Israel (0.2%)
 Health care
 Teva Pharmaceutical Inds     95,000(c)   4,975,625

 Italy (8.4%)
 Banks and savings & loans (2.7%)
 Credito Italiano         15,010,000(b,c)31,036,102
 Instituto Bancario
    San Paolo di Torino    3,671,146(b,c)25,579,998
 Total                                   56,616,100

 Communications equipment & services (2.8%)
 Telecom Italia            2,920,000     17,335,561
 Telecom Italia Risp      11,760,400     41,505,333
 Total                                   58,840,894

 Energy (2.9%)
 Ente Nazionale Idrocarburi10,837,802(c) 60,474,350

 Japan (14.1%)
 Automotive & related (0.7%)
 Mitsubishi Motors         2,477,000(b)  14,344,570

 Banks and savings & loans (0.7%)
 Sanwa Bank                  603,000(b)   7,482,936
 Sumitomo Bank               500,000(b)   7,362,978
 Total                                   14,845,914

 Communications equipment & services (0.7%)
 DDI  2,800(b)            14,593,588

 Electronics (4.9%)
 Casio Computer            2,415,000(b,c)20,978,282
 Mitsumi Electric          1,050,000(b,c)22,672,182
 NEC                       2,700,000(b)  30,155,117
 Sony                        330,000(b,c)28,665,977
 Total                                  102,471,558

 Health care (0.6%)
 Eisai                       645,000(b,c)12,219,648

 Industrial equipment & services (2.4%)
 DAI Nippon Printing       1,070,000(b)  22,307,342
 Secom400,000(b)          28,359,876
 Total                                   50,667,218

 Machinery (0.9%)
 Kurita Water Inds           774,000(b)  20,362,523

 Metals (0.9%)
 Fujikura                  2,290,000(b)  19,134,642

 Real estate (1.4%)
 Sumitomo Realty &
    Development            3,733,000(b)  29,616,931

 Retail (0.9%)
 Takashimaya               1,670,000(b)  18,513,339

 Malaysia (1.7%)
 Automotive & related (0.1%)
 Perushaan Otomobil
    Nasional                 729,000(b)   2,119,367

 Banks and savings & loans (0.4%)
 Malayan Banking           1,371,000(b)   9,097,016

 Utilities -- electric (1.2%)
 Tenega Nasional             543,000(b)   1,615,767
 Tokyo Electron              435,000(b)  23,571,871
 Total                                   25,187,638

 Mexico (1.5%)
 Beverages & tobacco (0.7%)
 Formento Economico
   Mexicano Series B       1,225,000      8,500,385
 Panamerican Beverages       180,000      5,411,250
 Total                                   13,911,635

 Communications equipment & services (0.8%)
 Telefonos de Mexico
    Series L ADR             387,500     17,776,563

 Netherlands (9.6%)
 Chemicals (1.1%)
 Akzo Nobel                  155,340(b)  24,078,273

 Energy (1.3%)
 Royal Dutch Petroleum       520,626(b)  26,421,737

 Financial services (1.7%)
 ING Groep                   814,427     35,444,695

 Furniture & appliances (4.6%)
 Philips Electronics       1,363,933(b)  97,054,882

 Retail (0.9%)
 Vendex Intl                 382,523(b)  19,149,664

 Peru (0.3%)
 Communications equipment & services (0.1%)
 Telefonica del Peru ADR      82,000(b)   1,916,750

 Financial services (0.2%)
 Credicorp                 235,000(c)     4,949,688

 Philippines (0.7%)
 Electronics (0.1%)
 Manila Electric             806,000(b)   2,713,006

 Utilities -- telephone (0.6%)
 Philippines Long Distance
    Telephone ADR            435,800(c)  11,003,950

 Russia (1.1%)
 Energy (0.5%)
 Lukoil ADR                  125,000(b,c)11,321,250

 Utilities -- electric (0.6%)
 Mosenergo ADR               275,000(b)  12,337,302

 Singapore (2.4%)
 Banks and savings & loan (1.0%) 
 Oversea -- Chinese Banking  906,000(b)   7,072,974
 United Overseas Bank      1,685,000(b)  13,043,002 
 Total                                   20,115,976

 Real estate (1.3%)
 City Developments         2,145,000(b)  13,552,595
 Keppel Land               5,420,000(b)  14,128,216
 Total                                   27,680,811

 Transportation (0.1%)
 Singapore Airlines          390,000(b)   2,838,240

 Spain (1.0%)
 Communications equipment & services
 Telefonica de Espana        847,087(c)  21,952,458

 Sweden (3.4%)
 Industrial equipment & services
 ABB AB Class B Shaes      1,500,000(b)  21,802,878
 Ericsson (LM) B Free      1,196,080     49,802,502
 Total                                   71,605,380

 Switzerland (5.8%)
 Financial services (1.1%)
 Credit Suisse Group         188,892(b)  22,681,251

 Health care (4.7%)
 Novartis                     34,630(b)  49,037,746
 Roche Holding                 5,833     49,174,856
 Total                                   98,212,602

 Taiwan (0.6%)
 Chemicals (0.3%)
 Nan Ya Plastics           1,971,360(b)   5,148,049

 Electronics (0.3%)
 Compal Electronics        1,340,000(b)   6,438,717

 United Kingdom (11.1%)
 Banks and savings & loans (0.7%)
 Lloyds TSB                1,268,186(b)  14,867,097

 Communications equipment & services (1.0%)
 British
    Telecommmunications    3,159,638     20,467,228

 Energy (1.4%)
 Shell Transport & Trading 4,431,460(b)  29,963,171

 Food (1.3%)
 Unilever                    999,973(b)  27,701,812

 Health care (2.8%)
 Glaxo Wellcome            1,864,046     37,327,465
 SmithKline Beecham Cl A   2,389,862(b)  20,750,914
 Total                                   58,078,379

 Multi-industry conglomerates (0.1%)
 Framlington Maghreb
    Fund Units                29,400(b)   1,958,040

 Retail (1.1%)
 Great Universal Stores    2,265,040(b)  23,027,581

 Transportation (0.9%)
 British Airways             629,025      6,558,187
 NFC                       5,774,420     12,499,552
 Total                                   19,057,739

 Utilities -- electric (1.8%)
 BG                        8,864,369(b)  38,807,569

 Venezuela (0.1%)
 Communications equipment & services
 Compania Anonima Nacional Telefonos
    de Venezuela ADR          51,000(b)   2,103,750

 Total common stocks
 (Cost: $1,733,257,501)              $1,969,190,713


 Preferred stock & other (1.4%)
 Issuer                       Shares        Value(a)

 BNP
    Warrants                 347,900   $  3,746,883
 Henkel KGaA                 529,920(c)  26,738,140

 Total preferred stock & other
 (Cost: $25,956,890)                    $30,485,023


 Short-term securities (15.6%)
 Issuer      Annualized          Amount     Value(a)
               yield on      payable at
                date of        maturity
               purchase

 Commercial paper (14.5%)
 AIG Funding
      11-18-97     5.55%  $  7,200,000 $  7,108,470
 Alabama Power
      10-15-97     5.57      8,800,000    8,735,296
 American General
      09-03-97     5.54     11,800,000(e)11,792,789
 AT&T
      09-08-97     5.50      2,200,000    2,196,991
 Ameritech
      09-12-97     5.60     10,000,000    9,978,903
      10-20-97     5.65      5,000,000    4,959,384
 Ameritech Capital Funding
      10-24-97     5.55     11,800,000(e)11,695,235
 Associates Corp North America
      09-12-97     5.54      5,200,000    5,189,672
      10-09-97     5.53      9,000,000    8,945,100
 Avco Financial
      09-29-97     5.64      4,700,000    4,676,881
 BOC Group
      09-15-97     5.55     10,000,000    9,975,555
 Beneficial
      10-10-97     5.53      4,100,000    4,074,318
 CAFCO
      11-04-97     5.57     15,000,000(e)14,842,271
 Campbell Soup
      11-17-97     5.49     10,200,000(e)10,071,933
 Cargill Global
      09-09-97     5.52      1,400,000(e) 1,397,869
      11-03-97     5.56      9,800,000(e) 9,698,488
 Ciesco LP
      09-18-97     5.54     15,000,000(e)14,956,379
 Commercial Credit
      09-17-97     5.54      7,400,000    7,379,613
      09-18-97     5.52     12,000,000   11,965,293
 Commerzbank U.S. Finance
    09-10-97       5.52      5,700,000    5,690,421
 Fleet Funding
      09-11-97     5.53     18,700,000(e)18,665,717
 Gannett
      09-16-97     5.53     11,500,000(e)11,470,078
 General Electric Capital Services
      09-19-97     5.53      1,800,000    1,794,500
 Household Finance
      09-09-97     5.52      3,400,000    3,394,806
 Kredietbank North America Finance
      09-17-97     5.52      1,400,000    1,396,157
 Lincoln Natl
      09-22-97     5.53      3,700,000(e) 3,687,022
 May Department Stores
      09-22-97     5.53      7,600,000    7,573,294
 Metlife Funding
      09-17-97     5.53     14,300,000   14,260,603
 Morgan Stanley Group
      10-08-97     5.55      6,800,000    6,755,835
      10-15-97     5.55      7,900,000    7,844,380
      10-22-97     5.55      4,500,000    4,463,496
 Natl Australia Funding (Delaware)
      09-15-97     5.61     11,300,000   11,268,186
      10-07-97     5.52      7,700,000    7,655,378
 Natl Bank Detroit
      10-24-97     5.56      7,600,000    7,531,326
 New Center
      09-04-97     5.50     10,000,000    9,992,403
 Paccar Financial
      09-11-97     5.52      1,700,000    1,696,883
 Pitney Bowes
      10-20-97     5.75        800,000      793,383
 Reed Elsevier
      09-05-97     5.61     12,100,000(e)12,086,423
 Siemens Capital
      09-10-97     5.52      7,500,000    7,487,396
 Total                                  305,148,127

 Letters of credit (1.1%)
 Bank of America-
 AES Barbers Point
      10-10-97     5.55      6,400,000    6,356,547
      10-17-97     5.53      7,200,000    7,147,296
 Barclays Bank-
 Banco Real
      09-08-97     5.53      2,100,000    2,097,097
 Credit Suisse-
 COFCO
      09-11-97     5.57      8,500,000    8,480,683
 Total                                   24,081,623

 Total short-term securities
 (Cost: $329,288,431)                $  329,229,750


 Total investments in securities
 (Cost: $2,088,502,822)(f)           $2,328,905,486


See accompanying notes to investments in securities.

(This annual report is not part of the prospectus.)

<PAGE>

      Investments in securities

      Retirement Annuity Mutual Funds
      International Equity Fund


 Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b) Non-income producing.

(c)  Security  is  partially  or  fully on  loan.  See  Note 5 to the  financial
statements.

(d)  Represents  a  security  sold  under  Rule  144A,   which  is  exempt  from
registration  under the  Securities  Act of 1933, as amended.  This security has
been determined to be liquid under guidelines established by the board.

(e) Commercial paper sold within terms of a private placement memorandum, exempt
from registration  under Section 4(2) of the Securities Act of 1933, as amended,
and may be sold only to dealers in that program or other "accredited investors."
This security has been determined to be liquid under  guidelines  established by
the board.

(f) At Aug. 31, 1997, the cost of securities for federal income tax purposes was
$2,089,705,426 and the aggregate gross unrealized  appreciation and depreciation
based on that cost was:


Unrealized appreciation...........................................$322,558,404
Unrealized depreciation............................................(83,358,344)
                                                                   ----------- 
Net unrealized appreciation.......................................$239,200,060

(This annual report is not part of the prospectus.)

<PAGE>

      Retirement Annuity Mutual Funds
      Aggressive Growth Fund                    (Percentages represent value of
      Aug. 31, 1997                         investements compared to net assets)

 Investments in securities of unaffiliated issuers

 Common stocks (90.1%)
 Issuer                       Shares        Value(a)

 Aerospace & defense (1.8%)
 AAR                         185,500   $  6,225,843
 Hexcel                      426,550(b)  11,863,422
 Kellstrom Inds              195,000(b)   2,998,125
 Precision Castparts         193,000     12,472,625
 Rohr                        348,000(b)   9,417,750
 Total                                   42,977,765

 Automotive & related (0.8%)
 Budget Group Cl A           330,000(b)   9,693,750
 Cummins Engine              140,000     10,771,250
 Tota                                   l20,465,000

 Banks and savings & loans (1.3%)
 SouthTrust                  200,000      8,950,000
 TCF Financial               170,000      9,063,125
 Washington Mutual           220,000     13,172,500
 Total                                   31,185,625

 Beverages & tobacco (0.4%)
 JR Cigar                    310,000      9,920,000

 Building materials & construction (1.6%)
 Tyco Intl                   500,000     39,218,750

 Chemicals (2.4%)
 Crompton & Knowles          520,000     13,130,000
 Morton Intl                 380,000     12,635,000
 Praxair                     225,000     12,023,438
 USA Waste Service           500,000(b)  21,000,000
 Total                                   58,788,438

 Communications equipment & services (1.6%)
 ADC Telecommunications      350,000(b)  12,993,750
 Brightpoint                 232,800(b)   8,730,000
 DSC Communications          550,000(b)  16,018,750
 Total                                   37,742,500

 Computers & office equipment (13.6%)
 3Com                        229,000(b)  11,435,688
 Adaptec                     241,000(b)  11,568,000
 America Online              105,000(b)   6,772,500
 Bay Networks                400,000(b)  14,150,000
 BEA Systems                 320,000(b)   5,880,000
 BMC Inds                    162,000      5,042,250
 BMC Software                240,000(b)  15,030,000
 Cadence Design Systems      271,000(b)  12,889,438
 Cambridge Technology
    Partners                  35,000(b)   1,128,750
 Cisco Systems               200,000(b)  15,075,000
 Computer Horizons           300,000(b)  11,925,000
 Data General                375,000(b)  13,476,562
 E Trade Group               325,000(b)  10,440,625
 Fiserv                      350,000(b)  15,750,000
 Galileo Intl                440,000(b)  11,632,500
 Keane                        97,000(b,c) 5,698,750
 Legato Systems              155,000(b)   4,417,500
 Lycos                       200,000(b)   6,262,500
 McAfee Associates           225,000(b)  12,740,625
 Oracle                      358,500(b)  13,667,812
 PLATINUM Technology         420,000(b)   9,975,000
 Quantum                     206,000(b)   7,222,875
 Sanmina                     160,000(b,g)12,680,000
 Security Dynamics
    Technologies             300,000(b)  11,793,750  
 Sequent  Computer  Systems  300,000(b)   8,456,250   
 Solectron                   260,000(b)  10,887,500  
 Sterling  Commerce          333,000(b)  11,009,812  
 Storage  Technology         250,000(b)  12,734,375  
 Structural  Dynamics 
    Research                 500,000(b)  13,281,250  
 Transition Systems          481,000(b)   9,199,125
 Veritas Software            235,000(b)  14,834,375  
 Vestcom  Intl               180,000(b)   2,925,000  
 Total                                  329,982,812

 Electronics (9.4%)
 Advanced Lighting
    Technologies             220,000(b)   5,280,000
 Analog Devices              500,000(b)  16,562,500
 Applied Materials           140,000     13,212,500
 CIENA                       300,000(b,c)14,325,000
 Credence Systems            375,000(b)  17,648,438
 Cymer                       100,000      9,087,500
 Integrated Silicon Solution  55,000(b)     804,375
 Kent Electronics            400,000(b)  14,975,000
 KLA-Tencor                  500,000(b,c)35,437,500
 Kulicke & Soffa Inds         65,000(b)   2,985,938
 Lattice Semiconductor       170,000(b)  10,826,875
 Linear Technology           155,000     10,162,188
 Maxim Integrated Products   300,000(b)  20,737,500
 Photronics                  100,000(b)   5,900,000
 PRI Automation              220,000(b,c)11,770,000
 Tektronix                    67,000      3,722,688
 Teradyne                    300,000(b)  16,706,250
 Transcrypt Intl             295,000(b)   5,457,500
 Xilinx                      253,000(b)  12,017,500
 Total                                  227,619,252

 Energy (1.2%)
 Anadarko Petroleum           86,100      6,322,969
 Newfield Exploration         52,350(b)   1,344,741
 Pogo Producing              300,000     13,012,500
 Sun                         250,000      9,718,750
 Total                                   30,398,960

 Energy equipment & services (7.3%)
 Baker Hughes                273,000     11,568,375
 Camco Intl                  200,000     13,775,000
 Coflexip                    225,000     11,235,938
 Cooper Cameron              330,000(b)  21,408,750
 Diamond Offshore Drilling   350,000     19,118,750
 EVI                         250,000(b)  13,140,625
 Falcon Drilling             450,000(b)  14,175,000
 Key Energy Group            300,000(b)   7,762,500
 Lone Star Technologies      500,000(b)  20,406,250
 Marine Drilling             600,000(b)  14,400,000
 Parker Drilling             978,000(b)  12,897,375
 Santa Fe Intl               208,400(b)   9,325,900
 Smith Intl                  120,000      8,730,000
 Total                                  177,944,463

 Financial services (3.3%)
 Associates First 
     Capital Cl A            205,000     11,902,812
 Franklin Resources          160,000     12,380,000
 Paychex                     295,000     10,103,750
 PMT Services                688,000(b)  11,610,000
 Providian Financial         475,000     17,693,750
 Schwab (Charles)            400,000     16,975,000
 Total                                   80,665,312

 Food (0.5%)
 Delta & Pine Land           300,000     11,025,000

 Furniture & appliances (1.1%)
 Furniture Brands Intl       569,000(b)  10,028,625
 Leggett & Platt             375,000     16,125,000
 Total                                   26,153,625

 Health care (4.6%)
 ALZA                        450,000(b)  13,050,000
 Arterial Vascular 
    Engineering              270,000(b)   9,990,000
 Biogen                      300,000(b)  11,812,500
 ChiRex                      378,000(b)   7,418,250
 Dura Pharmaceuticals         97,000(b)   3,455,625
 Guidant                     140,000     12,293,750
 IDEXX Laboratories          861,000(b)  16,197,562
 Stryker                     300,000     11,981,250
 Tecnol Medical Products     412,500(b)   8,868,750
 Watson Pharmaceuticals      300,000(b)  15,768,750
 Total                                  110,836,437

 Health care services (5.6%)
 Access Health               442,000(b)  13,812,500
 American Oncology Resources 750,000(b)  10,265,625
 FPA Medical Management      460,100(b)  13,342,900
 HBO & Co                    729,000     52,214,625
 Health Management
    Associates Cl A          600,000(b)  17,737,500
 Healthcare Recoveries        75,000(b)   1,321,875
 HEALTHSOUTH                 250,000(b)   6,234,375
 Henry Schein                294,000(b)  10,473,750
 Stewart Enterprises         275,000     10,862,500
 Total                                  136,265,650

 Household products (0.8%)
 Action Performance Cos      355,000(b)  11,581,875
 Premark Intl                246,000      7,318,500
 Total                                   18,900,375

 Industrial equipment & services (1.7%)
 AGCO                        324,000     10,530,000
 Integrated Process
    Equipment                250,000(b)   8,250,000
 Terex                       476,000(b)  10,293,500
 UCAR Intl                   250,000(b)  11,796,875
 Total                                   40,870,375

 Insurance (1.0%)
 Frontier Insurance Group    360,000     12,600,000
 Nationwide Financial
    Services Cl A             47,200      1,309,800
 SunAmerica                  200,000     10,775,000
 Total                                   24,684,800

 Leisure time & entertainment (1.0%)
 Carnival Cl A               240,000     10,515,000
 Galoob Toys                 427,000(b)   8,860,250
 Imax                        175,000(b)   4,178,125
 Total                                   23,553,375

 Media (2.2%)
 Clear Channel
    Communications           206,000(b)  13,995,125
 Evergreen Media Cl A        350,000(b)  16,756,250
 Outdoor Systems             900,000(b)  23,793,750
 Total                                   54,545,125

 Metals (0.5%)
 Reynolds Metals             175,000     12,370,313

 Multi-industry conglomerates (3.3%)
 Corrections Corporation
    of America               300,000(b)  11,100,000
 Crane                       260,000     11,472,500
 Electronics for Imaging     235,000(b)  12,572,500
 Mayne Nickless              675,000      3,861,169
 NCO Group                   217,500(b)   8,156,250
 Registry                    198,600(b)   9,110,775
 Staffmark                    25,000(b)     703,125
 Westinghouse Electric       900,000     23,175,000
 Total                                   80,151,319

 Restaurants & lodging (1.2%)
 CapStar Hotel               600,000(b)  19,650,000
 Papa John's Intl            158,200(b)   5,398,575
 Ryan's Family Steak Houses  512,000(b)   4,736,000
 Total                                   29,784,575

 Retail (9.9%)
 Barnes & Noble              200,000(b)   9,287,500
 Bed Bath & Beyond           300,000(b)   9,300,000
 Cole Natl Cl A              150,000(b)   6,684,375
 Costco Cos                  600,000(b)  21,637,500
 Dayton Hudson               113,000      6,441,000
 Family Dollar Stores      1,000,000     21,250,000
 Jostens                     156,400      3,773,150
 Kohl's                      325,000(b)  22,404,687
 Kroger                      372,000(b)  11,206,500
 Men's Wearhouse             429,000(b)  15,578,062
 Michaels Stores             590,000(b)  14,418,125
 Office Depot                709,000(b)  13,072,187
 Pier 1 Imports              750,000     12,750,000
 Rexall Sundown              345,000(b)  11,988,750
 Rite Aid                    350,000     17,521,875
 Safeway                     250,000(b)  12,734,375
 Stein Mart                  214,000(b)   5,992,000
 Tiffany & Co                200,000      9,050,000
 Walgreen                    360,000      9,697,500
 Williams-Sonoma             150,000(b)   6,712,500
 Total                                  241,500,086

 Textiles & apparel (0.5%)
 Jones Apparel Group         225,000(b)  11,292,188

 Transportation (3.8%)
 Airborne Freight            180,000(c)   8,865,000
 American Freightways        463,000(b)   7,408,000
 Caliber System              300,000     12,525,000
 CNF Transportation          450,000     16,256,250
 Expeditors Intl of 
    Washington               247,000      9,046,375
 Hvide Marine Cl A           300,000(b)   9,262,500
 Kansas City Southern Inds   150,000     11,231,250
 Keppel                    1,000,000      2,606,682
 US Xpress Enterprises       307,000(b)   5,890,562
 Yellow                      259,400(b)   8,138,675
 Total                                   91,230,294

 Utilities -- telephone (3.4%)
 Brooks Fiber Properties     350,000(b)  11,768,750
 General Cable               273,000(b)   9,452,625
 LCI Intl                    750,000(b)  18,000,000
 Nextel Communications Cl A  520,000(b)  13,032,500
 Omnipoint                   400,000(b)   8,375,000
 USLD Communications         500,000(b,c) 7,687,500
 WorldCom                    450,000(b)  13,471,875
 Total                                   81,788,250

 Foreign (4.3%) (h)
 ASM Lithography Holding     184,400(b)  15,674,000
 Banco de Galicia-Buenos
    Aires ADR                252,000(g)   7,500,937
 BioChem Pharmaceuticals     400,000(b)  10,375,000
 CBT Group ADR               100,000(b,c) 6,500,000
 Check Point Software
    Technologies             266,550(b)   6,863,663
 Creative Technology         550,000(b)  10,587,500
 Elan ADR                    300,000(b,g)13,650,000
 Millicom Intl Cellular      228,000(b)  11,628,000
 Newbridge Networks          280,000(b)  12,740,000
 Teledata Communications     250,000(b)   8,625,000
 Total                                  104,144,100

 Total common stocks of unaffiliated issuers
 (Cost: $1,776,013,994)              $2,186,004,764

 Bonds (0.4%)

 Issuer                    Principal        Value(a)
                              amount
 Level One Communications
    4% 2004              $ 5,500,000(d) $ 6,008,750
 Thermolase
    4.375% 2004            2,500,000(d)   2,590,625

 Total bonds
 (Cost: $8,074,895)                      $8,599,375


 Short-term securities (7.8%)
 Issuer      Annualized         Amount     Value(a)
               yield on     payable at
                date of       maturity
               purchase

 Commercial paper (7.4%)
 Albertson's
      09-08-97     5.50      9,100,000    9,087,533
 American General
      09-15-97     5.53      1,600,000    1,596,089
 AT&T
      09-19-97     5.52     10,000,000    9,969,444
 Avco Financial Services
      09-15-97     5.56      2,600,000    2,593,067
 Barclays U.S. Funding
      09-16-97     5.53     10,500,000   10,472,680
 Beneficial
      09-10-97     5.53      5,200,000    5,191,261
      09-26-97     5.54     11,500,000   11,452,476
 CAFCO
      09-15-97     5.54      3,000,000(e) 2,992,653
 Commercial Credit
      10-03-97     5.55     10,000,000    9,947,961
 Deutsche Bank Financial
      09-16-97     5.51      4,200,000    4,189,112
 Fleet Funding
      09-09-97     5.52        700,000(e)   698,931
 Ford Motor Credit
      09-22-97     5.53      6,300,000    6,277,862
 General Electric Capital
      09-10-97     5.52     12,000,000   11,979,870
 Lincoln Natl
      09-19-97     5.53      9,200,000(e) 9,171,889
 Merrill Lynch
      10-08-97     5.54      6,200,000    6,162,991
 New Center Asset Trust
      09-24-97     5.53     13,400,000   13,348,819
 Pacific Mutual Life Insurance
      09-18-97     5.50      7,400,000    7,378,597
 Pfizer
      09-12-97     5.52      6,500,000(e) 6,487,114
 Pioneer Hi-Bred Intl
      09-09-97     5.52      3,600,000    3,594,500
      09-12-97     5.52      6,000,000    5,988,083
 Reed Elsevier
      09-05-97     5.61      4,500,000(e) 4,494,951
 SBC Communications Capital
      09-04-97     5.49      2,300,000(e) 2,298,256
 Societe Generale North America
      09-04-97     5.52      4,200,000    4,196,792
 Southern California Gas
      09-19-97     5.53      9,700,000(e) 9,670,307
 St. Paul Companies
      09-29-97     5.52      1,300,000(e) 1,294,053
 Sysco
      09-16-97     5.53      4,700,000(e) 4,687,793
 Toyota Motor Credit
      09-02-97     5.50%    $6,100,000$   6,097,219
      09-16-97     5.50      7,100,000    7,081,627
 Total                                  178,401,930

 Letters of credit (0.4%)
 Bank of America-
 AES Barbers Point
      10-10-97     5.55      9,000,000    8,938,894

 Bank of America-
 Formosa Plastics
      09-12-97     5.51      1,400,000    1,397,225
 Total                                   10,336,119


 Total short-term securities
 (Cost: $188,744,233)                $  188,738,049


 Total investments in securities of unaffiliated issuers
 (Cost: $1,972,833,122)              $2,383,342,188

 Investments in securities of affiliated issuers(f)

 Common stock (1.1%)
 Issuer                     Shares        Value(a)

 Dave & Buster's             378,000(b)$ 12,190,500
 Steiner Leisure             465,000(b)  14,182,500

 Total investments in securities of affiliated issuer
 (Cost: $19,447,426)                 $   26,373,000


 Total investments in securities
 (Cost: $1,992,280,548)(i)           $2,409,715,188


See accompanying notes to investments in securities.

(This annual report is not part of the prospectus.)

<PAGE>
<TABLE>
<CAPTION>


 Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b) Non-income producing.

(c) At Aug. 31, 1997,  securities  valued at $29,883,750 were held to cover open
call options written as follows:

Issuer                Shares  Exercise    Expiration             Value (a)
                                 price          date

Airborne Freight     180,000       $50     Oct. 1997           $  405,000
CBT Group ADR         10,000        70     Oct. 1997               37,500
CIENA                100,000        50     Oct. 1997              337,500
Keane                 27,000        65     Oct. 1997               97,875
KLA-Tencor           150,000        75    Sept. 1997              314,250
PRI Automation        20,000        60     Oct. 1997               65,000
USLD Communications  150,000        15    Sept. 1997              150,000
Total                                                          $1,407,125

(d)  Represents  a  security  sold  under  Rule  144A,   which  is  exempt  from
registration  under the  Securities  Act of 1933, as amended.  This security has
been determined to be liquid under guidelines established by the board.

(e) Commercial paper sold within terms of a private placement memorandum, exempt
from registration  under Section 4(2) of the Securities Act of 1933, as amended,
and may be sold only to dealers in that program or other "accredited investors."
This security has been determined to be liquid under  guidelines  established by
the board.

(f) Investments  representing 5% or more of the outstanding voting securities of
the issuer.  Transactions  with companies that are or were affiliates during the
year ended Aug. 31, 1997 are as follows:

 Issuer                         Beginning       Purchases         Sales       Ending   Dividend
                                     cost            cost          cost         cost     income

<S>                           <C>           <C>             <C>          <C>               <C>
 Emisphere Technologies*      $        --   $  9,453,520    $ 9,453,520  $        --       $--
 Heftel Broadcasting*          12,266,622             --     12,266,622           --        --
 Dave & Busters*                       --     11,941,176             --   11,941,176        --
 Steiner Leisure*                      --      7,961,250        455,000    7,506,250        --
 Total                        $12,266,622     $29,355,946   $22,175,142  $19,447,426       $--

*Issuer was not an affiliate for the entire year.

(g)  Security  is  partially  or  fully on  loan.  See  Note 5 to the  financial
statements.

(h) Foreign security values are stated in U.S. dollars.

(i) At Aug. 31, 1997, the cost of securities for federal income tax purposes was
$1,994,417,821 and the aggregate gross unrealized  appreciation and depreciation
based on that cost was:


Unrealized appreciation...........................................$431,844,358
Unrealized depreciation............................................(16,546,991)
                                                                   ----------- 
Net unrealized appreciation.......................................$415,297,367

(This annual report is not part of the prospectus.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

      Investments in securities

      Retirement Annuity Mutual Funds
      Global Yield Fund                         (Percentages represent value of
      August 31, 1997                        investments compared to net assets)


 Bonds (82.6%) (b)
 
 Issuer                                              Coupon       Maturity         Principal           Value(a)
                                                       rate           year            amount
 Argentina (5.9%)
 Argentina Republic
<S>                                                    <C>            <C>      <C>                  <C>       
    (Argentine Peso)                                   8.75 %         2002     $   1,500,000(c)     $1,474,900
    (Japenese Yen)                                     5.50           2001       110,000,000           959,200
    (U.S. Dollar)                                      6.75           2005         1,455,000(d)      1,384,069
    (U.S. Dollar)                                     11.375          2017         1,000,000         1,167,000
 Perez Companc
    (U.S. Dollar)                                      9.00           2004         1,000,000(c)      1,043,750
 Providence of Mendoza
    (U.S. Dollar)                                     10.00           2007         1,000,000(c)        993,750
 Total                                                                                               7,022,669

 Australia (2.1%)
 Govt of Australia
    (Australian Dollar)                               10.00           2007           680,000           620,464

 Queensland Tresury
    (Australian Dollar)                                8.00           2003         2,410,000         1,913,711
 Total                                                                                               2,534,175

 Brazil (0.8%)
 Espirito Santo Centrais
    (U.S. Dollar)                                     10.00           2007         1,000,000(c)        996,250

 Canada (4.2%)
 Govt of Canada
    (Canadian Dollar)                                  8.00           2023         4,200,000         3,560,693
 Rogers Communication
    (Canandian Dollar)                                 8.75           2007         2,000,000         1,432,943
 Total                                                                                               4,993,636

 Denmark (2.1%)
 Govt of Denmark
    (Danish Krone)                                     8.00        2003-06        15,200,000         2,481,640

 France (0.4%)
 Govt of France
    (European Currency Unit)                           7.50           2005           400,000           483,840

 Germany (3.7%)
 Federal Republic of Germany
    (Deutsche Mark)                                    6.00           2016         4,300,000         2,330,169
    (Deutsche Mark)                                    7.50           2004         3,430,000         2,140,639
 Total                                                                                               4,470,808

 Hong Kong (0.8%)
 Dao Heng Bank
    (U.S. Dollar) Sub Nts                              7.75           2007         1,000,000(c)      1,001,190

 Indonesia (1.1%)
 Tjiwi Kimia
    (U.S. Dollar)                                     10.00           2004         1,300,000(c)      1,274,000

 Israel (0.9%)
 Israel Electric
    (U.S. Dollar) Sr Nts                               7.875          2026         1,000,000(c)      1,020,840

 Italy (3.2%)
 Govt of Italy
    (Italian Lira)                                     7.75           2001     2,450,000,000         1,460,053
    (Italian Lira)                                     8.50           2004     3,820,000,000         2,374,970
 Total                                                                                               3,835,023

 Mexico (3.3%)
 BNCE
    (U.S. Dollar)                                      7.25           2004         2,000,000         1,865,000
 United Mexican States
    (Japanese Yen)                                     5.00           1998        30,000,000           256,200
    (U.S. Dollar)                                     11.375          2016           550,000           635,938
    (U.S. Dollar)                                     11.50           2026         1,050,000         1,242,150
 Total                                                                                               3,999,288

 Panama (0.8%)
 Banco General
    (U.S. Dollar)                                      7.70           2002         1,000,000(c)        990,680

 Peru (0.9%)
 Southern Peru Copper
    (U.S. Dollar)                                      7.90           2007         1,000,000(c)      1,020,880

 Philippines (1.0%)
 Philippine Long Distance 
   Telephone (U.S. Dollar)                             7.85           2007         1,200,000(c)      1,138,848

 Russia (0.9%)
 Ministry Finance Russia
    (U.S. Dollar)                                      9.25           2001         1,000,000(c)      1,025,000

 South Korea (1.2%)
 Korea Development Bank
    (U.S. Dollar)                                      7.25           2006         1,500,000         1,475,175

 Spain (1.1%)
 Govt of Spain
    (Spanish Peseta)                                   8.00           2004       179,000,000         1,305,506

 Supra National (0.6%)
 Asian Development Bank
    (Japanese Yen)                                     5.00           2003        69,000,000           670,734

 Sweden (2.8%)
 Govt of Sweden
    (Swedish Krona)                                    8.00           2007        16,600,000         2,318,993
 Paulson Enteprenad
    (Swedish Krona)                                    8.29           2000         9,000,000         1,029,568
 Total                                                                                               3,348,561

 United Kingdom (8.7%)
 United Kingdom Treasury
    (British Pound)                                    7.00           2002         1,000,000         1,620,948
    (British Pound)                                    7.75           2006         1,500,000         2,529,470
    (British Pound)                                    8.00           2003         2,100,000         3,548,175
    (British Pound)                                    8.50           2005         1,500,000         2,638,918
 Total                                                                                              10,337,511

 United States (33.7%)
 EES Coke Battery
    (U.S. Dollar) Series A                             7.125          2002         1,500,000(c)      1,501,170
 Federal Natl Mtge Assn
    (U.S. Dollar)                                      7.50           2027         4,934,839         4,986,655
 Federal Natl Mtge Assn Global
    (Australian Dollar)                                6.50           2002         2,730,000         2,043,616
 First Union--
 Lehman Brothers Commercial Mortgage Trust
    (U.S. Dollar) Obligation Series 1997--C1           7.50           2029         1,150,000         1,171,832
 Firstar Capital Trust
    (U.S. Dollar)                                      8.32           2026         1,000,000(c)      1,032,310
 Nationwide Trust
    (U.S. Dollar) Credit Sensitive Nts                 9.875          2025         1,500,000(c)      1,677,735
 New York Life Insurance
    (U.S. Dollar)                                      7.50           2023         1,000,000(c)        973,030
 Morgan (JP)
    (U.S. Dollar) Sr Sub Nts Series A                  4.00           2012         1,000,000(d)        969,500
 Railcar Leasing
    (U.S. Dollar) Series A2                            7.125          2013         3,000,000(c)      3,037,890
 Texas Electric Utility
    (U.S. Dollar)                                      7.17           2007         2,000,000         1,980,300
 TU Electric Capital
    (U.S. Dollar)                                      8.175          2037         1,000,000(d)      1,009,980
 U.S. Treasury
    (U.S. Dollar)                                      5.875          2000         4,500,000         4,483,125
    (U.S. Dollar)                                      7.50        2001-16        10,525,000        11,327,275
    (U.S. Dollar) TIPS                                 3.375          2007         3,031,590(e)      2,978,537
 Zurich Capital Trust
    (U.S. Dollar)                                      8.38           2037         1,000,000(c)      1,045,950
 Total                                                                                              40,218,905

 Venezuela (2.4%)
 Govt of Venezuela
    (U.S. Dollar) Series DM                            4.19           2007         3,000,627(d)      1,508,115
    (U.S. Dollar) Series B                             6.75           2007           476,190(d)        445,833
    (U.S. Dollar) Series A                             6.75           2007           952,381(d)        891,667
 Total                                                                                               2,845,615


 Total bonds
 (Cost: $97,978,096)                                                                               $98,490,774


 Short-term securities (16.6%)
 Issuer      Annualized        Amount      Value(a)
               yield on    payable at
                date of      maturity
               purchase

 U.S. government agency (4.7%)
 Federal Home Loan Mtge Corp Disc Nt
      9-19-97      5.42%   $2,600,000    $2,592,200
      9-12-97      5.45     3,000,000     2,994,117
 Total                                    5,586,317

 Commercial paper (11.9%)
 Albertson's
      9-18-97      5.52     3,600,000     3,589,531
 Bell Atlantic
      9-19-97      5.53     1,500,000     1,495,400
 Campbell Soup
      9-18-97      5.49     1,500,000     1,495,670
 Commerzbank U.S. Finance
      9-10-97      5.52     4,400,000     4,392,605
 Deutsche Bank Financial
      9-11-97      5.52     1,700,000     1,696,878
 Siemens Capital
      9-25-97      5.52     1,500,000     1,494,052
 Total                                   14,164,136

 Total short-term securities
 (Cost: $19,750,453)                   $ 19,750,453

 Total investments in securities
 (Cost: $117,728,549) (f)              $118,241,227


See accompanying notes to investments in securities.

(This annual report is not part of the prospectus.)

</TABLE>
<PAGE>

      Investments in securities

      Retirement Annuity Mutual Funds
      Global Yield Fund

   
      Notes to  investments  in  securities  

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b) Foreign  securities values are stated in U.S. dollars.  For debt securities,
principal amounts are denominated in the currency indicated.

(c)  Represents  a  security  sold  under  Rule  144A,   which  is  exempt  from
registration  under the  Securities  Act of 1933, as amended.  This security has
been determined to be liquid under guidelines established by the board.

(d) Interest rate varies either based on a predetermined  schedule or to reflect
current market conditions; rate shown is the effective rate on Aug. 31, 1997.

(e) U.S.  Treasury  inflation--protection  securities  (TIPS) are  securities in
which the  principal  amount  is  adjusted  for  inflation  and the  semi-annual
interest payments equal a fixed percentage of the inflation--adjusted  principal
amount.

(f) At Aug. 31, 1997, the cost of securities for federal income tax purposes was
$117,832,581  and the aggregate gross  unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation.............................................$1,782,376
Unrealized depreciation.............................................(1,373,730)
                                                                    ---------- 
Net unrealized appreciation (depreciation).. ...................... $  408,646

(This annual report is not part of the prospectus.)

<PAGE>


      Retirement Annuity Mutual Funds
      Growth Dimensions Fund                    (Percentages represent value of
      August 31, 1997                        investments compared to net assets)


 Common stocks (89.1%)
 Issuer                       Shares        Value(a)

 Aerospace & defense (3.5%)
 Boeing                      469,100  $  25,536,631
 Rockwell Intl                82,200      4,932,000
 United Technologies         195,400     15,253,413
 Total                                   45,722,044

 Airlines (1.5%)
 AMR                         190,600(c)  19,202,950

 Automotive & related (0.2%)
 Chrysler                     68,500      2,406,062

 Banks and savings & loans (7.6%)
 BankAmerica                  97,800      6,436,462
 Barnett Banks               136,800(b)   9,319,500
 Citicorp                    293,200     37,419,650
 Norwest                     488,700     28,069,706
 State Street                361,700     18,039,788
 Total                                   99,285,106

 Beverages & tobacco (1.3%)
 Coca-Cola                   300,900     17,245,331

 Building materials & construction (1.2%)
 Tyco Intl                   205,336     16,106,042

 Chemicals (3.3%)
 Monsanto                    594,100     23,986,788
 Solutia                      86,720(c,f) 1,642,260
 Praxair                     127,000      6,786,563
 USA Waste Service           244,300(c)  10,260,600
 Total                                   42,676,211

 Communications equipment & services (1.8%)
 ADC Telecommunications      214,900(c)   7,978,163
 Motorola                     56,700      4,160,362
 Tellabs                     195,400(c)  11,662,938
 Total                                   23,801,463

 Computers & office equipment (13.3%)
 Cisco Systems               371,300(c)  27,986,738
 Compaq Computer             537,450(c)  35,202,975
 Computer Associates Intl    156,400     10,459,250
 Computer Sciences            97,800(c)   7,273,875
 Data General                 39,100(c)   1,405,156
 First Data                  198,600      8,155,012
 Hewlett-Packard             332,300     20,374,144
 Intl Business Machines       48,900      4,932,787
 Microsoft                   218,400(c)  28,869,750
 Oracle                      439,900(c)  16,771,188
 Parametric Technology       180,100(c)   8,363,394
 Western Digital              97,700(c)   4,701,812
 Total                                  174,496,081

 Electronics (3.8%)
 AMP                          39,100      1,955,000
 Applied Materials            29,300(c)   2,765,187
 Intel                       436,800     40,240,200
 Texas Instruments            39,100      4,442,738
 Total                                   49,403,125

 Energy (2.1%)
 Exxon                       195,500     11,962,156
 Mobil                       195,400     14,215,350
 Unocal                       46,900      1,832,031
 Total                                   28,009,537

 Energy equipment & services (0.8%)
 Schlumberger                136,800     10,422,450

 Financial services (4.1%)
 Associates First Capital Cl A58,600      3,402,462
 Household Intl               26,500      2,939,844
 MBNA                        352,200     13,537,688
 Morgan Stanley Group        293,090     14,104,956
 Travelers Group             302,900     19,234,150
 Total                                   53,219,100

 Food (2.4%)
 ConAgra                     420,300     27,030,544
 Pioneer Hi-Bred Intl         48,930      4,192,689
 Total                                   31,223,233

 Health care (8.0%)
 Amgen                       151,200      7,493,850
 Boston Scientific           112,400(c)   7,924,200
 Johnson & Johnson           371,800     21,076,412
 Lilly (Eli)                  63,600      6,654,150
 Medtronic                   171,000     15,454,125
 Merck & Co                  195,500     17,949,344
 Pfizer                      503,400     27,875,775
 Total                                  104,427,856

 Health care services (2.8%)
 Cardinal Health             166,100     11,004,125
 HBO & Co                    136,800      9,798,300
 HEALTHSOUTH                 215,200(c)   5,366,550
 Service Corp Intl           136,700      4,374,400
 United Healthcare           136,900      6,656,763
 Total                                   37,200,138

 Household products (2.5%)
 Gillette                    224,100     18,558,281
 Procter & Gamble            101,500     13,505,844
 Total                                   32,064,125

 Industrial equipment & services (2.8%)
 Deere & Co                  518,000     29,008,000
 Illinois Tool Works         146,500      7,086,938
 Total                                   36,094,938

 Insurance (1.8%)
 American Intl Group         146,575     13,833,016
 SunAmerica                   83,000      4,471,625
 UNUM                        117,200      4,834,500
 Total                                   23,139,141

 Leisure time & entertainment (1.7%)
 Marriott Intl               254,200     16,920,187
 Mirage Resorts              195,733(c)   5,248,091
 Total                                   22,168,278

 Media (0.4%)
 Belo (AH) Cl A               28,400      1,217,650
 Gannett                      43,943      4,281,696
 Total                                    5,499,346

 Metals (1.2%)
 Aluminum Co of America      195,500     16,079,875

 Multi-industry conglomerates (6.8%)
 AccuStaff                   136,900(c)   3,636,406
 Emerson Electric            371,300     20,305,469
 General Electric            742,700     46,418,750
 Minnesota Mining & Mfg      138,100     12,411,738
 Westinghouse Electric       254,140      6,544,105
 Total                                   89,316,468

 Restaurants & lodging (0.8%)
 HFS                          97,800(c)   5,446,237
 Promus Hotel                127,100(c)   4,933,069
 Total                                   10,379,306

 Retail (2.6%)
 CUC Intl                    136,900(c)   3,217,150
 CVS                         117,300      6,612,787
 Kroger                      117,400(c)   3,536,675
 Safeway                     332,200(c)  16,921,438
 Wal-Mart Stores              97,800      3,471,900
 Total                                   33,759,950

 Utilities -- electric (0.7%)
 CMS Energy                  273,600      9,832,500

 Utilities -- gas (0.5%)
 El Paso Natural Gas         112,400      6,322,500

 Utilities -- telephone (2.2%)
 AirTouch Communications     134,600(c)   4,551,163
 BellSouth                   391,000     17,204,000
 WorldCom                    215,200(c)   6,442,550
 Total                                   28,197,713

 Foreign (7.4%)(d)
 ACE                         195,400     16,242,625
 Elan ADR                     88,100(b,c) 4,008,550
 Ericsson (LM) ADR Cl B      420,300     17,521,256
 Northern Telecom            195,400     19,369,025
 Royal Dutch Petroleum       390,900     19,838,175
 SmithKline Beecham ADR      448,900     19,442,981
 Total                                   96,422,612

 Total common stocks
 (Cost: $988,022,644)                $1,164,123,481

 Short-term securities (11.2%)
 Issuer      Annualized         Amount     Value(a)
               yield on     payable at
                date of       maturity
               purchase

 U.S. government agency (0.7%)
 Federal Home Loan Mtge Corp Disc Nts
      09-16-97     5.44%  $  4,600,000  $ 4,588,227
      09-19-97     5.42      5,000,000    4,985,000
 Total                                    9,573,227

 Commercial paper (10.5%)
 AT&T
      09-08-97     5.51      1,365,000    1,363,133
 Bell Atlantic Network Funding
      09-19-97     5.54      1,500,000    1,495,400
 BellSouth
      10-09-97     5.53      5,600,000    5,565,778
 BOC Group
      09-23-97     5.54     12,000,000   11,956,000
 Cargill Global Funding
      09-09-97     5.55      7,900,000(e) 7,887,930
 Ciesco LP
      09-12-97     5.56     11,700,000   11,676,720
      09-22-97     5.52      5,700,000    5,680,007
      09-25-97     5.53      5,200,000    5,179,307
 CIT Group
      09-02-97     5.53      4,600,000    4,597,892
 Commerzbank U.S. Finance
      09-10-97     5.53      4,900,000    4,891,765
 Duke Power
      09-12-97     5.53      3,800,000    3,792,453
 Fleet Funding
      09-09-97     5.53      3,600,000(e) 3,594,500
      10-10-97     5.56      2,300,000(e) 2,285,541
 Gannett
      10-03-97     5.52      5,000,000(e) 4,974,122
      10-15-97     5.54      6,500,000(e) 6,454,319
 Kellogg
      09-03-97     5.50      6,200,000    6,196,232
      10-02-97     5.53      5,500,000    5,472,271
 Lincoln Natl
      10-01-97     5.55      3,900,000(e) 3,880,933
      10-10-97     5.61        600,000(e)   595,848
 Morgan Stanley Group
      10-20-97     5.55      1,200,000    1,190,650
      10-22-97     5.56      5,300,000    5,257,007
 Pacific Mutual Life
      09-18-97     5.50      3,500,000    3,489,877
 Pfizer
      09-05-97     5.48      3,000,000(e) 2,997,275
 SBC Communications Capital
      09-04-97     5.50      3,600,000(e) 3,597,270
      09-24-97     5.52      7,500,000(e) 7,471,406
 Siemens Capital
      09-26-97     5.51      3,500,000    3,485,615
 Southern California Gas
      09-10-97     5.56      2,700,000(e) 2,694,835
 Toyota Motor Credit
      09-05-97     5.53      6,800,000    6,793,767
 USAA Capital
      09-18-97     5.53      2,500,000    2,492,743
 Total                                  137,010,596

 Total short-term securities
 (Cost: $146,584,816)               $   146,583,823


 Total investments in securities
 (Cost: $1,134,607,460)(g)          $1,310,707,304

See accompanying notes to investments in securities.

(This annual report is not part of the prospectus.)


<PAGE>

      Investments in securities

      Retirement Annuity Mutual Funds
      Growth Dimensions Fund


 Notes to investments in securities

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b)  Security  is  partially  or  fully on  loan.  See  Note 5 to the  financial
statements.

(c) Non-income producing.

(d) Foreign security values are stated in U.S. dollars.

(e) Commercial paper sold within terms of a private placement memorandum, exempt
from registration  under Section 4(2) of the Securities Act of 1933, as amended,
and may be sold only to dealers in that program or other "accredited investors."
This security has been determined to be liquid under  guidelines  established by
the board.

(f) At Aug. 31, 1997,  the cost of securities  purchased on a when-issued  basis
was $1,691,907.

(g) At Aug. 31, 1997, the cost of securities for federal income tax purposes was
$1,135,114,579 and the aggregate gross unrealized  appreciation and depreciation
based on that cost was:


Unrealized appreciation............................................$183,312,791
Unrealized depreciation..............................................(7,720,066)
                                                                     ---------- 
Net unrealized appreciation (depreciation).........................$175,592,725

(This annual report is not part of the prospectus.)

<PAGE>
<TABLE>
<CAPTION>


      Retirement Annuity Mutual Funds
      Income Advantage Fund                    (Percentages represent value of
      Aug. 31, 1997                         investments compared to net assets)

 
 Bonds (87.3%)

Issuer                                               Coupon      Maturity          Principal          Value(a)
                                                       rate          year             amount

 U. S. government obligations (0.7%)
<S>                                                    <C>           <C>         <C>                <C>       
 Resolution Funding Corp                               5.42  %       2019        $10,000,000        $2,322,400

 Aerospace & defense (0.3%)
 L-3 Communications
    Sr Sub Nts                                        10.375          2007         1,010,000(d)      1,080,700

 Automotive & related (1.0%)
 Hayes Wheels                                          9.125          2007         1,000,000(d)      1,015,000
 Oxford Auto
    Sr Sub Nts                                        10.125          2007         2,000,000(d)      2,055,000
 Total                                                                                               3,070,000

 Banks and savings & loans (1.5%)
 First Nationwide Holdings
    Sr Sub Nts                                        10.625          2003         2,930,000(i)      3,215,675
 Wilshire Financial Services                          13.00           2004         1,500,000         1,486,875
 Total                                                                                               4,702,550

 Beverages & tobacco (1.1%)
 Stroh Brewery
    Sr Sub Nts                                        11.10           2006         3,261,000         3,387,364

 Chemicals (0.3%)
 Freedom Chemical
    Sr Sub Nts                                        10.625          2006           900,000           949,500

 Communications equipment & services (15.5%)
 CCPR Services                                        10.00           2007         1,750,000         1,771,875
 Clearnet Communications
    Zero Coupon Sr Disc Nts                           11.23           2000         3,750,000(f)      2,812,500
 Comcast Cellular
    Sr Nts                                             9.50           2007         3,000,000(d)      3,097,500
 Geotek Communications
    Zero Coupon Series B                              11.75           2000         1,250,000(f)        750,000
 Globalstar
    Sr Nts                                            11.25           2004         1,250,000         1,246,875
 Globalstar
    Sr Nts                                            11.375          2004         1,500,000(d)      1,507,500
 GST Equipment Funding
    Sr Nts                                            13.25           2007           750,000(d)        823,125
 GST Telecommunications
    Zero Coupon Sr Disc Nt                            13.03           2000         1,000,000(f)        665,000
 Hyperion Telecommunications
    Sr Nts                                            12.25           2004           500,000(d)        515,000
 Intermedia Communications of Florida
    Zero Coupon Sr Disc Nts                           11.34           2002         2,000,000(d,f)    1,245,000
 Intl Cabletel
    Zero Coupon Sr Nts                                10.82           2001         1,500,000(f)      1,102,500
 Ionica
    Zero Coupon with Warrants                         15.00           2002         2,500,000(f)      1,362,500
 ITC Deltacom
    Sr Nts                                            11.00           2007         2,350,000(d)      2,479,250
 Jordan Telecommunications Products                    9.875          2007           800,000(d)        796,000
    Zero Coupon Sr Sub Deb                            11.75           2007         1,000,000(f)        723,750
 Metrocall
    Sr Sub Nts                                        10.375          2007         1,750,000         1,732,500
 Metronet Communications
    Sr Nts with Warrants                              12.00           2007           500,000           535,000
 Nextlink Communications
    Sr Nts                                            12.50           2006         1,000,000         1,107,500
 NTL
    Sr Nts                                            10.00           2007         2,000,000         2,072,500
 Omnipoint                                            11.625          2006         3,250,000        3,176,875
 Optel
    Sr Nts                                            13.00           2005         2,250,000         2,165,625
    Pagemart Nationwide
    Zero Coupon                                       12.51           2000         2,500,000(f)      1,975,000
 Peoples Telephone                                    12.25           2002           750,000           782,812
 Phonetel Technologies
    Sr Nts                                            12.00           2006         1,880,000         1,912,900
 Price Communications Cellular
    Zero Coupon with Warrants                         11.18           2002         1,300,000(d,f)      698,750
 Primus Telecommunications Group
    with Warrants                                     11.75           2004         1,175,000         1,216,125
 Pronet
    Sr Sub Nts                                        11.875          2005         2,000,000         2,090,000
 RSL Communications
    Sr Nts with Warrants                              12.25           2006         1,750,000         1,824,375
 Teleport Communications
    Zero Coupon Sr Disc Nts                            7.58           2001         4,250,000(f)      3,166,250
 Unifi Communications
    with Rights                                       14.00           2004         1,000,000(d)        988,750
 Winstar Equipment                                    12.50           2004         1,500,000(d)      1,522,500
 Worldcom
    Sr Nts                                             9.375          2004         1,699,620         1,822,842
 Total                                                                                              49,688,679

 Computers & office equipment (1.5%)
 Anacomp
    Sr Sub Nts                                        10.875          2004         2,000,000         2,076,040
 Unisys
    Sr Nts                                            11.75           2004         2,525,000         2,790,125
 Total                                                                                               4,866,165

 Electronics (0.5%)
 Advanced Micro Devices
    Sr Nts                                            11.00           2003         1,400,000         1,575,000

 Energy (3.0%)
 Costilla Energy
    Sr Nts                                            10.25           2006         2,250,000         2,345,625
 Energy Corp of America
    Sr Sub Nts                                         9.50           2007         1,000,000(d)        997,500
 Forcenergy
    Sr Sub Nts                                         8.50           2007         1,500,000         1,483,125
    Sr Sub Nts                                         9.50           2006           500,000           521,250
 Harcor Energy
    Sr Nts Series B                                   14.875          2002           500,000           592,500
 Rayovac                                              10.25           2006         1,750,000         1,850,625
 Statia Terminals
    1st Mtge                                          11.75           2003           325,000           343,687
 Transamerica Energy                                  11.50           2002         1,400,000(d)      1,361,500
 Total                                                                                               9,495,812

 Energy equipment & services (0.7%)
 Dailey Petroleum
    Sr Nts                                             9.75           2007           500,000(d)        510,000
 Plains Resource                                      10.25           2006         1,000,000(d)      1,067,500
 Pride Petroleum Services
    Sr Nts                                             9.375          2007           750,000           791,250
 Total                                                                                               2,368,750

 Financial services (0.5%)
 Gemini                                               13.50           2001         1,500,000(i,j)    1,500,000

 Food (2.1%)
 Ameriserv Food                                       10.125          2007           800,000(d)        822,000
 Aurora Foods                                          9.875          2007         2,000,000(d)      2,045,000
 Gorges/Quik to Fix Food
    Sr Sub Nts Series B                               11.50           2006         2,250,000         2,348,438
 MBW Foods
    Sr Sub Nts                                         9.875          2007           400,000(d)        407,000
       Specialty Foods
    Sr Nts                                            10.25           2001         1,100,000         1,082,125
 Total                                                                                               6,704,563

 Furniture & appliances (0.3%)
 Lifestyle Furnishings                                10.875          2006         1,000,000         1,106,250

 Health care (0.3%)
 La Petite Holdings                                    9.625          2001         1,100,000         1,119,250

 Health care services (3.8%)
 Magellan Health Services
    Sr Sub Nts Cl A                                   11.25           2004         2,000,000         2,217,500
 Merit Behavioral                                     11.50           2005           910,000           989,625
 Paracelsus Healthcare
    Sr Sub Nts                                        10.00           2006         3,250,000         3,298,750
 Regency Health Services                               9.875          2002         1,000,000         1,102,500
                                                      12.25           2003           500,000           575,000
 Tenet Healthcare
    Sr Sub Nts                                        10.125          2005           500,000          548,750
    Sr Sub Nts                                         8.625          2007         1,500,000        1,565,430
 Vencor                                                8.625          2007         1,750,000(d)      1,752,188
 Total                                                                                              12,049,743

 Household products (0.6%)
 Revlon Worldwide
    Zero Coupon Sr Disc Nts                           14.43           2001         1,500,000(e)      1,063,125
 Syratech
    Sr Nts                                            11.00           2007           750,000           806,250
 Total                                                                                               1,869,375

 Industrial equipment & services (1.5%)
 Borg-Warner Security
    Sr Sub Nts                                         9.625          2007         1,900,000         1,942,750
 Clark Materials Handling
    Sr Nts                                            10.75           2006         1,500,000         1,578,750
 Motors & Gears
    Sr Nts                                            10.75           2006         1,250,000         1,312,500
 Total                                                                                               4,834,000

 Insurance (0.8%)
 Integon Capital                                      10.75           2027         1,000,000         1,220,000
 Reliance Group Holdings                               9.00           2000         1,250,000         1,303,125
 Total                                                                                               2,523,125

 Leisure time & entertainment (7.2%)
 Affinity Group
    Sr Nts                                            11.00           2007         1,000,000         1,075,000
 AMC Entertainment
    Sr Sub Nts                                         9.50           2009         2,500,000(d)      2,521,875
 Coast Hotels & Casino
    1st Mtge                                          13.00           2002         1,400,000         1,566,250
 Coleman Escrow-1
    Zero Coupon Sr Disc Nts                           14.99           2001         2,500,000(d,e)    1,650,000
 Coleman Escrow-2
    Zero Coupon Sr Disc Nts                           17.37           2001           750,000(d,e)      451,875
 HMH Properties                                        8.875          2007           700,000(d)        712,250
 Hollywood Theatres                                   10.625          2007           600,000(d)        621,000
 Icon Fitness
    Zero Coupon Sr Disc Nts                           14.22           2001         2,000,000(f)      1,087,500
 Lodgenet Entertainment
    Sr Nts with Rights                                10.25           2006         2,000,000         2,035,000
 Plitt Theatres                                       10.875          2004         2,250,000         2,390,625
 PRT Funding
    Sr Nts                                            11.625          2004         1,000,000           825,000
 Riviera                                              10.00           2004         1,250,000         1,234,375
 Trump Atlantic City Funding
    1st Mtge                                          11.25           2006         2,550,000         2,489,437
 Trump Holdings
    Sr Nts                                            15.50           2005         1,200,000         1,392,000
 United Artist Theatre
    Pass Thru Certificates                             9.30           2015         1,704,730         1,649,327
 Waterford Gaming
    Sr Nts                                            12.75           2003         1,300,000         1,436,500
 Total                                                                                              23,138,014

 Media (10.8%)
 Adams Outdoor Advertising
    Sr Nts                                            10.75           2006         2,000,000         2,175,000
 Adelphia Communications
    Sr Nts Pay-in-kind                                 9.50           2004         2,618,750(g)      2,527,094
 American Telecasting
    Zero Coupon Sr Disc Nts                           60.63           1999         2,000,000(f)        660,000
 Benedek Communications
    Zero Coupon Sr Disc Nts                           11.89           2001         1,250,000(f)        800,000
 CBS8.875                                           2022           750,000           774,743
 Echostar Satellite Broadcasting                       8.25           2001             7,045             6,834
    Zero Coupon Sr Disc Nts                           12.18           2000         2,150,000(f)      1,612,500
 Echostar DBS                                         12.50           2002         2,000,000(d)      2,045,000
 Heritage Media Services
    Sr Sub Nts                                         8.75           2006         3,250,000         3,477,500
 Jacor Communications                                  9.75           2006         2,250,000         2,390,625
 James Cable                                          10.75           2004         2,000,000(d)      2,035,000
 Marcus Cable
    Zero Coupon Sr Disc Nts                            6.57           1999         1,000,000(f)        890,000
 Outdoor Systems
    Sr Nts                                             8.875          2007         1,000,000(d)      1,020,000
 Paxson Communications
    Sr Sub Nts                                        11.625          2002         1,750,000         1,907,500
 Pegasus Media & Communications
    Cl B                                              12.50           2005         1,500,000         1,665,000
 People's Choice TV
    Zero Coupon Cv with Warrants                      15.20           2000         3,100,000(f)      1,054,000
 Price Communications Wireless                        11.75           2007         2,500,000(d)      2,606,250
 United Intl Holdings
    Zero Coupon Sr Disc Nts Series A                  10.94           1999         2,850,000(e)      2,258,625
 Universal Outdoor
    Sr Sub Nts Series B                                9.75           2006         3,000,000         3,202,500
 Viacom Intl
    Sub Deb                                            8.00           2006         1,500,000         1,466,250
 Total                                                                                              34,574,421

 Metals (1.3%)
 Envirosource
    Sr Nts                                             9.75           2003         3,000,000         2,996,250
 Maxxam Group Holdings
    Sr Nts Series B                                   12.00           2003         1,000,000         1,072,500
 Total                                                                                               4,068,750

 Multi-industry conglomerates (1.6%)
 Poindexter (JB)                                      12.50           2004           750,000           793,125
 Jordan Inds                                          11.75           2002         1,608,386(d,i)      876,570
 Prime Succession                                     10.75           2004         2,675,000         2,949,188
 Westinghouse Electric                                 8.625          2012           500,000           523,750
 Total                                                                                               5,142,633

 Paper & packaging (6.0%)
 BPC Holding
    Sr Nts Pay-in-kind                                12.50           2006           600,000(g)        657,000
 Bway
    Sr Sub Nts                                        10.25           2007           500,000(d)        535,625
 Crown Paper
    Sr Sub Nts                                        11.00           2005         3,250,000         3,436,875
 Gaylord Container                                     9.75           2007           800,000(d)        814,000
    Sr Sub Disc Deb                                   12.75           2005         3,525,000         3,855,469
 Repap Wisconsin
    Sr Nts                                             9.25           2002         2,000,000         2,100,000
 Riverwood Intl
    Sr Nts                                            10.25           2006         2,250,000         2,250,000
    Sr Nts                                            10.625         2006            500,000(d)        507,500
 Silgan
    Sr Sub Nts                                         9.00           2009           825,000(d)        839,438
 Stone Container                                      11.875          2016         1,000,000         1,091,250
 Sweetheart Cup
    Sr Sub Nts                                        10.50           2003         2,000,000         1,975,000
 Warren (SD)
    Sr Nts                                            12.00           2004         1,000,000        1,125,000
 Total                                                                                              19,187,157

 Restaurants & lodging (0.5%)
 Prime Hospitality
    Sr Sub Nts                                         9.75           2007         1,550,000         1,639,125

 Retail (3.0%)
 Dairy Mart Convenience Stores
    Sr Sub Nts Series A                               10.25           2004         1,000,000         1,005,000
 Penn Traffic
    Sr Nts                                             8.625          2003         1,750,000         1,456,875
 Pathmark Stores
    Sub Nts                                           11.625          2002         3,500,000         3,517,500
 Pueblo Xtra Intl
    Sr Nts                                             9.50           2003         2,100,000(d)      2,058,000
 Ralphs Grocery
    Sr Nts                                            10.45           2004         1,500,000         1,631,250
 Total                                                                                               9,668,625

 Textiles & apparel (0.5%)
 Anvil Knitwear
    Sr Nts                                            10.875          2007         1,500,000(d)      1,522,500

 Utilities -- electric (1.2%)
 California Energy
    Sr Nts                                             9.50           2006         2,200,000         2,354,000
 Cleveland Electric\Toledo Edison                      7.67           2004         1,500,000(d)      1,525,155
 Total                                                                                               3,879,155

 Utilities -- gas (0.2%)
 Empire Gas                                            7.00           2004           750,000(i)        720,000

 Miscellaneous (6.8%)
 Deeptech Intl
    Sr Nts                                            12.00           2000         1,000,000         1,065,000
 Dyersburg
    Sr Sub Nts                                         9.75           2007           250,000(d)        252,500
 Global Ocean Carriers
    Sr Nts                                            10.25           2007         2,500,000         2,487,500
 Iridium LLC Capital
    Sr Nts with Warrants                              13.00           2005         1,700,000         1,895,500
 Isle of Capri Capital                                13.00           2004         1,250,000(d)      1,264,062
 Norcal Waste Systems
    Sr Nts                                            13.25           2005         2,475,000(i)      2,768,906
 North Atlantic Trading                               11.00           2004         1,500,000(d)      1,578,750
 Outsourcing Solutions                                11.00           2006         2,075,000         2,282,500
 Precise Technology                                   11.125          2007           500,000(d)        490,000
 Resource America                                     12.00           2004         1,000,000(d)      1,017,500
 SC Intl                                               9.25           2007         2,000,000(d)      2,005,000
 Talton Holdings                                      11.00           2007           750,000(d)        787,500
    Viasystems
    Sr Sub Nts                                         9.75           2007           600,000(d)        615,000
 Wells Aluminum
    Sr Nts                                            10.125          2005         2,250,000(d)      2,317,500
 XCL
    with Warrants                                     13.50           2004         1,000,000(d)      1,020,000
 Total                                                                                              21,847,218

 Foreign (12.2%)(c)
 Australis Holdings
    (U.S. Dollar) Zero Coupon                         14.99           2002         1,760,000(f)      1,381,600
 Australis Media
    (U.S. Dollar) Zero Coupon with Warrants           14.80           2003         4,500,000(f,h)    3,577,500
 Australis Media
    (U.S. Dollar) Zero Coupon with Warrants           10.00           2003            10,851(f,h)        8,545
 Autopistas Delsol
    (U.S. Dollar) Sr Nts                              10.25           2009         1,500,000(d)      1,533,750
 Call-Net Enterprises
    (U.S. Dollar) Zero Coupon Sr Disc Nts              9.34           2007           500,000(f)        325,000
 CEI Citicorp Holdings
    (Argentine Peso) Series B                         11.25           2007           500,000(d)        513,750
 City of Moscow
    (U.S. Dollar)                                      9.50           2000         1,000,000(d)      1,028,750
    (U.S. Dollar)                                     10.50           1997         1,000,000           962,400
 Doman Inds
    (U.S. Dollar) Zero Coupon                          8.75           2004         1,000,000(f)        985,000
 Espirito Santo Centrais
    (U.S. Dollar) Sr Nts                              10.00           2007           900,000(d)        896,625
 Fresh Del Monte Produce
    (U.S. Dollar)                                     10.00           2003         3,100,000         3,282,125
 Greater Beijing
    (U.S. Dollar) Sr Nts                               9.25           2004           350,000(d)        344,494
    (U.S. Dollar) Sr Nts                               9.50           2007           500,000(d)        489,395
 Grupo Iusacell
    (U.S. Dollar) Sr Nts                              10.00           2004           600,000(d)        612,000
 Grupo Televisa
    (U.S. Dollar) Sr Nts                              11.875          2006         2,250,000         2,536,875
 Guangdong Enterprises
    (U.S. Dollar) Sr Nts                               8.875          2007           400,000(d)        402,692
 Gulf Canada Resources
    (U.S. Dollar)                                      9.25           2004         1,000,000         1,057,500
 Hyundai Semiconductor
    (U.S. Dollar)                                      8.625          2007         1,500,000(d)      1,526,535
 MDC Communications Corp
    (U.S. Dollar)                                     10.50           2006         1,750,000         1,876,875
 Mexican Cetes
    (Mexican Peso)                                     9.25           1998         8,520,800           934,221
 Newsquest Capital
    (U.S. Dollar) Series B                            11.00           2006         1,500,000         1,627,500
 Philippine Long Distance Telephone
    (U.S. Dollar)                                      7.85           2007           750,000(d)        711,780
    (U.S. Dollar)                                      8.35           2017           750,000(d)        704,505
 PLD Telekom
    (U.S. Dollar)
    Zero Coupon with Warrants                          3.85           2004           100,000(f)         86,750
 Repap New Brunswick
    (U.S. Dollar)                                      9.875          2000         1,200,000         1,203,000
 Repap New Brunswick
    (U.S. Dollar)                                     10.625          2005           750,000           712,500
 Republic of Argentina
    (Argentine Peso) Zero Coupon                       8.75           2002         1,000,000(d,f)      983,267
 Telewest
    (U.S. Dollar)                                      9.625          2006         1,500,000         1,575,000
 Stone Container
    (U.S. Dollar)                                     11.50           2006         1,500,000(d)      1,567,500
 Tjiwi Kimia Finance
    (U.S. Dollar)                                     10.00           2004         1,000,000(d)        980,000
 Veninfotel
    Cv Pay-in-kind                                    10.00           2002         2,000,000(j,k)    2,080,000
 Veritas Holdings
    (U.S. Dollar)                                      9.625          2003         2,500,000(d)      2,612,500
 Total                                                                                              39,119,934

 Total bonds
 (Cost: $272,221,019)                                                                             $279,720,758

 Common stocks (0.1%)
 Issuer                        Shares       Value(a)

 Globalstar                    7,000(b)    $271,687
 HarCor Energy                20,000(b)     101,250
 Optel                         2,250(d)          23

 Total common stocks
 (Cost: $312,916)                          $372,960

</TABLE>
<PAGE>

 Preferred stock & other (6.9%)
 Issuer                        Shares       Value(a)                            
 
 American Communications Services
    Warrants                     350    $    21,000
 American Radio Systems
    11.375% Pay-in-kind       10,237(b,g) 1,197,729
 APP Intl Finance
    12.00% Series B            2,250(b,i) 2,238,750
 Australis Holdings
    Warrants                   1,760(f,j)        53
 Cablevision Systems
    11.125% Pay-in-kind       32,811(b,g) 3,592,804
 Clark-Schwebel
    12.50%                       110(b,d,g) 541,502
 Communications & Power Inds
    14.00% Pay-in-kind        25,000(b,g) 2,500,000
 Fairfield Manufacturing
    11.25% Pay-in-kind         1,000(b,g) 1,050,000
 Geotek Communications
    Warrants                  40,000         40,000
 Globalstar Communications
    Warrants                   1,500(d)     133,125
 Intermedia Communications
    13.50% Pay-in-kind        10,430(b,g) 1,183,805
 IXC Communications
    12.50% Pay-in-kind           500(g)     527,500
 Jordan Telecommunications Products
    13.25% Cv Pay-in-kind        200(d,g)   206,000
 North Atlantic Trading
    12.00% Pay-in-kind        15,000(b,d,g) 397,500
 NS Group
    Warrants                     575        149,674
 NTL
    12.00% Pay-in-kind           500(d,g)   575,000
 Paxson Communications
    12.50% Pay-in-kind         4,280(b,g)   462,240
 Pegasus Media & Communications
    12.75%                    14,950(b)   1,562,275
 Price Communications
    Warrants                   4,472             45
 RSL Communications
    Warrants                   1,250         68,750
 SDW Holdings
    15.00%                    50,000(b,j) 2,150,000
 SFX Broadcasting
    12.625%                    2,500(b)     280,000
 SGW Holdings
    12.50% Pay-in-kind           250(b,d)   250,000
    12.75%                     9,677(b,d)   100,002
 Sig Capital Trust I
    9.50%                        500(b,d)   500,000
 Sinclair Capital
    11.625%                   20,000      2,195,000
 Unifi Communications
    Warrants                   1,000         20,000


 Total preferred stock & other
 (Cost: $20,486,559)                    $21,942,754

 Short-term securities (3.5%)
 Issuer      Annualized         Amount     Value(a)
               yield on     payable at
                date of       maturity
               purchase

 U. S. government agency (1.7%)
 Federal Home Loan Mtge Corp Disc Nt
      09-11-97     5.44%    $2,300,000   $2,295,845
      10-07-97     5.46      3,000,000    2,982,805
 Total                                    5,278,650

 Commercial paper (1.4%)
 Lincoln Natl
      09-19-97     5.53        900,000(k)   897,250

 Paccar Financial
      09-05-97     5.52%     1,700,000    1,698,442
      09-09-97     5.52      2,000,000    1,996,944
 Total                                    4,592,636

 Letter of credit (0.4%)
 Student Loan Marketing Assn
      09-30-97     5.56      1,400,000    1,393,321

 Total short-term securities
 (Cost: $11,264,607)                  $  11,264,607


 Total investments in securities
 (Cost: $304,285,101)(l)               $313,301,079


See accompanying notes to investments in securities.

(This annual report is not part of the prospectus.)
<PAGE>

Notes to  investments  in  securities  

(a)  Securities  are valued by  procedures  described in Note 1 to the financial
statements.

(b) Non-income producing.  For long-term debt securities,  item identified is in
default as to payment of interest and/or principal.  

(c) Foreign  security values are stated in U.S.  dollars.  For debt  securities,
principal amounts are denominated in the currency indicated.

(d)  Represents  a  security  sold  under  Rule  144A,  which  are  exempt  from
registration  under the  Securities  Act of 1933, as amended.  This security has
been determined to be liquid under guidelines established by the board.

(e) For zero coupon bonds, the interest rate disclosed represents the annualized
effective yield on the date of acquisition.

(f) For those zero coupon bonds that become coupon paying at a future date,  the
interest rate disclosed  represents the annualized effective yield from the date
of acquisition to interest reset date disclosed.

(g) Pay-in-kind  securities are securities in which the issuer has the option to
make  interest  payments in cash or in  additional  securities.  The  securities
issued as interest usually have the same terms,  including maturity date, as the
pay-in-kind securities.

(h)  Pay-in-kind  securities  are  securities in which the issuer makes interest
payments in additional securities.  These securities usually have the same terms
as the original holdings.

(i) Interest rate varies either based on a predetermined  schedule or to reflect
current market conditions; rate shown is the effective rate on Aug. 31, 1997.

(j) Identifies issues considered to be illiquid as to their  marketability  (see
Note  1 to the  financial  statements).  Information  concerning  such  security
holdings at Aug. 31, 1997, is as follows:

 Security                          Acquisition                  Purchase
                                          date                      cost
 Gemini
    13.50% 2001                       12-23-96                 1,500,000
 SDW Holdings*
    15.00% Preferred                  03-04-97                 1,787,500
 Veninfotel
    10.00% 2002         03-05-97 thru 07-23-97                 2,000,000


*Represents a security sold under Rule 144A,  which is exempt from  registration
under the Securities Act of 1933, as amended.

(k) Commercial paper sold within terms of a private placement memorandum, exempt
from registration  under Section 4(2) of the Securities Act of 1933, as amended,
and may be sold only to dealers in that program or other "accredited investors."
This security has been determined to be liquid under  guidelines  established by
the board.

(l) At Aug. 31, 1997, the cost of securities for federal income tax purposes was
$303,994,808  and the aggregate gross  unrealized  appreciation and depreciation
based on that cost was:

Unrealized appreciation...........................................$11,447,685
Unrealized depreciation............................................(2,141,414)
                                                                   ---------- 
Net unrealized depreciation........................................$9,306,271

(This annual report is not part of the prospectus.)

<PAGE>



Retirement Annuity Mutual Funds
IDS Tower 10
Minneapolis, MN 55440-0010





<PAGE>


PART C. OTHER INFORMATION

Item 24.      Financial Statements and Exhibits

(a) List of Financial Statements filed as part of this Post-Effective  Amendment
to the Registration Statement:

       Independent Auditor's report dated Oct. 3, 1997.
       Statements:
       Statements of Assets and Liabilities, Aug. 31, 1997.
       Statements of Operations for the year ended Aug. 31, 1997.
       Statements of Changes in Net Assets for the year ended Aug. 31, 1997 and
       the year ended Aug. 31, 1996.
       Notes to Financial Statements.

(b)    Exhibits:

(1)  Articles  of   Incorporation  as  amended  November  10,  1994,  filed
electronically as Exhibit 1 to Registrant's  Post-Effective  Amendment No. 34 to
Registration Statement No. 2-73115, is incorporated herein by reference.

(2) By-Laws as amended January 12, 1989,  filed  electronically  as Exhibit
No. 2 to Registrant's  Post-Effective Amendment No. 25 to Registration Statement
No. 2-73115, 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. 30 to Registration Statement
No. 2-73115, is incorporated herein by reference.

(5)(b) Investment  Management  Services  Agreement between  Registrant,  on
behalf of IDS Life Growth  Dimensions Fund and IDS Life Insurance  Company dated
April  11,  1996,   filed   electronically   as  Exhibit  5(b)  to  Registrant's
Post-Effective  Amendment  No. 33 to  Registration  Statement  No.  2-73115,  is
incorporated herein by reference.

(5)(c)  Investment  Advisory  Agreement  between IDS Life and  IDS/American
Express Inc. (IDS) dated July 11, 1984, filed electronically as Exhibit No. 5(d)
to Registrant's  Post-Effective  Amendment No. 25 to Registration  Statement No.
2-73115, is incorporated herein by reference.

(5)(d)  Addendum  to  Investment  Advisory  Agreement  between IDS Life and
American Express Financial  Corporation for IDS Life International  Equity Fund,
dated  January 1, 1995,  filed  electronically  as Exhibit 5(d) to  Registrant's
Post-Effective  Amendment  No. 34 to  Registration  Statement  No.  2-73115,  is
incorporated herein by reference.



<PAGE>


(5)(e) Sub-Investment Advisory Agreement between IDS and IDS International,
Inc.  for IDS Life  International  Equity  Fund,  dated  Jan.  13,  1992,  filed
electronically as Exhibit No. 5(e) to Registrant's  Post-Effective Amendment No.
25 to Registration Statement No. 2-73115, is incorporated herein by reference.

(5)(f) Administrative Services Agreement, dated March 20, 1995, between IDS
Life Investment Series, Inc. and American Express Financial  Corporation,  filed
electronically as Exhibit No. 5(d) to Registrant's  Post-Effective Amendment No.
30 to Registration Statement No. 2-73115, is incorporated herein by reference.

(5)(g) Administrative Services Agreement, dated April 11, 1996, between IDS
Life Investment  Series,  Inc. on behalf of IDS Life Growth  Dimensions Fund and
American Express Financial Corporation,  filed electronically as Exhibit 5(f) to
Registrant's  Post-Effective  Amendment  No. 34 to  Registration  Statement  No.
2-73115, is incorporated herein by reference.

(6)    Not Applicable.

(7) All employees who have attained age 21 and completed one year of service are
eligible to participate in a thrift plan.  Entry into the plan is Jan. 1 or July
1 following completion of the age and service requirements. The Fund contributes
each year an amount  equal to l5 percent of their annual  salaries,  the maximum
amount  permitted under Section 404 (a) of the Internal Revenue Code, or up to a
maximum of 0.08 of l percent of the Fund's net income  before  income  taxes and
other adjustments. Employees of the Registrant become eligible to participate in
a  retirement  plan  on  Jan.  1 or  July 1  following  completion  of one  year
employment and attainment of age 21.  Contributions to the retirement plan cease
no later than the time at which the participant reaches the normal retirement of
age 65.

(8)(a)  Custodian   Agreement  dated  March  20,  1995,  between  IDS  Life
Investment Series, Inc. and American Express Trust Company, filed electronically
as  Exhibit  No.  8(a)  to  Registrant's  Post-Effective  Amendment  No.  30  to
Registration Statement No. 2-73115, is incorporated herein by reference.

(8)(b)  Custodian   Agreement  dated  April  11,  1996,  between  IDS  Life
Investment  Series,  Inc.  on  behalf  of IDS Life  Growth  Dimensions  Fund and
American  Express  Trust  Company,  filed  electronically  as  Exhibit  8(b)  to
Registrant's  Post-Effective  Amendment  No. 34 to  Registration  Statement  No.
2-73115, is incorporated herein by reference.

(8)(c) Custody  Agreement between Morgan Stanley Trust Company and IDS Bank
& Trust dated May 1993, is filed  electronically as Exhibit 8(b) to Registrant's
Post-Effective  Amendment  No. 32 to  Registration  Statement  No.  2-73115,  is
incorporated herein by reference.

(9)(a)  Plan and  Agreement  of Merger  between IDS Life  Capital  Resource
Minnesota,  Inc. and IDS Life Capital  Resource Fund, Inc. dated April 10, 1986,
filed  electronically  as  Exhibit  No.  9(a)  to  Registrant's   Post-Effective
Amendment No. 25 to Registration  Statement No. 2-73115,  is incorporated herein
by reference.



<PAGE>


(9)(b) License Agreement between Registrant and IDS Financial  Corporation,
dated January 25, 1988, filed electronically as Exhibit No. 9(b) to Registrant's
Post-Effective  Amendment  No. 25 to  Registration  Statement  No.  2-73115,  is
incorporated herein by reference.

(10) Opinion and consent of counsel as to the legality of the  securities  being
registered, is filed electronically herewith.

(11)   Independent Auditor's Consent, filed electronically herewith.

(12)   None.

(13)  Investment  Letter of IDS Life  Insurance  Company  dated October l3,
l98l,  filed  electronically  as  Exhibit  13  to  Registrant's   Post-Effective
Amendment No. 25 to Registration  Statement No. 2-73115,  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.  16 to  Registration  Statement  No.  2-73115  is
incorporated herein by reference.

Addendum to the schedule for computation of each performance  quotation filed as
Exhibit 16 to  Post-Effective  Amendment  No. 24 to  Registration  Statement No.
2-73115 is incorporated herein by reference.

(17)   Financial Data Schedules, are filed electronically herewith.

(18)(a) Directors' Power of Attorney,  dated January 8, 1997, to sign Amendments
to this Registration Statement, filed electronically herewith.

(18)(b)  Officers'  Power of  Attorney,  dated  November  1, 1995,  to sign
Amendments to this Registration  Statement,  is filed  electronically as Exhibit
No.  18(b) to  Registrant's  Post-Effective  Amendment  No.  32 to  Registration
Statement No. 2-73115, 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 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.



<PAGE>


Item 26.      Number of Holders of Securities

                         (1)                         (2)

                                              Number of Record
                                                Holders as of
                    Title of Class             October 1, 1997

                    Capital Stock                    Ten
                      ($.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.

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 28. Business and Other Connections of Investment Advisor (IDS Life Insurance Company) (IDS Life).

Directors and officers of IDS Life who are directors  and/or  officers of one or
more other companies:

Timothy V. Bechtold, Vice President--Risk Management Products
<S>                                              <C>                           <C>
American Express Financial Advisors              IDS Tower 10                  Vice President-Risk
                                                 Minneapolis, MN  55440           Management Products
American Express Financial Corporation                                         Vice President-Risk
                                                                                  Management Products

David J. Berry, Vice President

Robert M. Elconin, Vice President
American Express Financial Advisors              IDS Tower 10                  Vice President-Risk
                                                 Minneapolis, MN  55440           Government Relations
American Express Financial Corporation                                         Vice President-Risk
                                                                                  Government Relations

Morris Goodwin Jr., Vice President and Treasurer
American Centurion Life Assurance Co.            20 Madison Ave. Ext.          Vice President and
                                                 Albany, NY  12203                Treasurer
American Enterprise Investment                   IDS Tower 10                  Vice President and
   Services Inc.                                 Minneapolis, MN  55440           Treasurer
American Enterprise Life Insurance Co.                                         Vice President and
                                                                                  Treasurer
American Express Financial Advisors                                            Vice President and
                                                                                  Corporate Treasurer
American Express Financial Corporation                                         Vice President and
                                                                                  Corporate Treasurer
American Express Insurance Agency of                                           Vice President and
   Nevada Inc.                                                                    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
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

Item 28. Business and Other Connections of Investment Advisor (IDS Life)(cont'd)

<S>                                                                            <C>
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 Corporation                                                        Director
IDS Futures III Corporation                                                    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
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 Series Fund, Inc.                                                     Vice President and
                                                                                  Treasurer
IDS Life Variable Annuity Funds A&B                                            Director, 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
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


Item 28. Business and Other Connections of Investment Advisor (IDS Life)(cont'd)
<S>                                              <C>                           <C>
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

Lorraine R. Hart, Vice President--Investments
American Enterprise Life Insurance Co.           IDS Tower 10                  Vice President-Investments
                                                 Minneapolis, MN  55440
American Express Financial Advisors                                            Vice President-Insurance
                                                                                  Investments
American Express Financial Corporation                                         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 Variable Annuity Funds A&B                                            Vice President-Investments
IDS Property Casualty Insurance Co.                                            Vice President-Investment
                                                                                  Officer
Investors Syndicate Development Corp.                                          Director and Vice
                                                                                  President-Investments
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

Item 28. Business and Other Connections of Investment Advisor (IDS Life)(cont'd)
<S>                                              <C>                           <C>
David R. Hubers, Director
American Express Financial Advisors              IDS Tower 10                  Chairman, Chief Executive
                                                 Minneapolis, MN  55440           Officer and President
American Express Financial Corporation                                         Director, President and
                                                                                  Chief Executive Officer
American Express Service Corporation                                           Director and Executive
                                                                                  Vice President
AMEX Assurance Co.                                                             Director
IDS Aircraft Services Corporation                                              Director
IDS Certificate Company                                                        Director
IDS Plan Services of California                                                Director and President
IDS Property Casualty Insurance Co.                                            Director

James M. Jensen, Vice President--Insurance Product Development
American Express Financial Advisors              IDS Tower 10                  Vice President - Life
                                                 Minneapolis, MN  55440           Products
American Express Financial Corporation                                         Vice President - Life
                                                                                  Products

Richard W. Kling, Director and President
American Centurion Life Assurance Co.            20 Madison Ave. Ext.          Director
                                                 Albany, NY  12203
American Enterprise Life Insurance Co.           IDS Tower 10                  Director and Chairman of
                                                 Minneapolis, MN  55440           the Board
American Express Financial Advisors                                            Senior Vice President -
                                                                                  Products
American Express Financial Corporation                                         Director and Senior Vice
                                                                                  President-Products
American Express Insurance Agency of                                           Director and President
   Nevada Inc.
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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
Item 28. Business and Other Connections of Investment Advisor (IDS Life)(cont'd)
<S>                                              <C>                           <C>
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
IDS Insurance Agency of Wyoming Inc.                                           Director and President
IDS Life Series Fund, Inc.                                                     Director and President
IDS Life Variable Annuity Funds A&B                                            Chairman of the Board of
                                                                                  Managers and President
IDS Property Casualty Insurance Co.                                            Director and Chairman of
                                                                                  the Board
IDS Life Insurance Company of New York           P.O. Box 5144                 Director, Chairman of the
                                                 Albany, NY  12205                Board and President

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

Ryan R. Larson, Vice President
American Centurion Life Assurance Co.            20 Madison Ave. Ext.          Director and Vice
                                                 Albany, NY  12203                President-Product
                                                                                  Development
American Express Financial Advisors              IDS Tower 10                  Vice President-IPG
                                                 Minneapolis, MN  55440           Product Development
American Express Financial Corporation                                         Vice President-IPG
                                                                                  Product Development
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

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

Barry J. Murphy, Director and Executive Vice President--Client Service
American Express Financial Advisors              IDS Tower 10                  Senior Vice President -
                                                 Minneapolis, MN  55440           Client Service
American Express Financial Corporation                                         Director and Senior Vice
                                                                                  President-Client Service

James R. Palmer, Vice President--Taxes
American Express Financial Advisors              IDS Tower 10                  Vice President-Taxes
                                                 Minneapolis, MN  55440
American Express Financial Corporation                                         Vice President-Taxes
IDS Aircraft Services Corporation                                              Vice President

Stuart A. Sedlacek, Director and Executive Vice President--Assured Assets
American Centurion Life Assurance Co.            IDS Tower 10                  Director, Chairman of the
                                                 Minneapolis, MN  55440           Board and President
American Enterprise Life Insurance Co.                                         Director and Executive
                                                                                  Vice President, Assured
                                                                                  Assets
American Express Financial Advisors                                            Vice President -
                                                                                  Assured Assets
American Express Financial Corporation                                         Vice President -
                                                                                  Assured Assets
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Item 28. Business and Other Connections of Investment Advisor (IDS Life)(cont'd)
<S>                                              <C>                           <C>
American Partners Life Insurance Co.                                           Director and President
IDS Certificate Company                                                        Director and President
Investors Syndicate Development Corp.                                          Chairman of the Board
                                                                                  and President

F. Dale Simmons, Vice President--Real Estate Loan Management and Assistant Treasurer
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 Express Financial Corporation                                         Vice President - Senior
                                                                                  Portfolio Manager,
                                                                                  Insurance Investments
American Partners Life Insurance Co.                                           Vice President - Real
                                                                                  Estate Loan Management
AMEX Assurance Company                                                         Vice President
IDS Certificate 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

William A. Stoltzmann, Vice President, General Counsel and Secretary
American Enterprise Life Insurance Co.           IDS Tower 10                  Director, Vice President,
                                                 Minneapolis, MN  55440           General Counsel and
                                                                                  Secretary
American Express Financial Advisors                                            Vice President and
                                                                                  Assistant General
                                                                                  Counsel
American Express Financial Corporation                                         Vice President and
                                                                                  Assistant General
                                                                                  Counsel
American Partners Life Insurance Co.                                           Director, Vice President,
                                                                                  General Counsel and
                                                                                  Secretary
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

Item 28. Business and Other Connections of Investment Advisor (IDS Life)(cont'd)
<S>                                              <C>                           <C>
Melinda S. Urion, Director, Executive Vice President and Controller
American Enterprise Life Insurance Co.           IDS Tower 10                  Vice President and
                                                 Minneapolis, MN  55440           Controller
American Express Financial Advisors                                            Senior Vice President and
                                                                                  Chief Financial Officer
American Express Financial Corporation                                         Senior Vice President and
                                                                                  Chief Financial Officer
American Express Trust Company                                                 Director
American Partners Life Insurance Co.                                           Director and Vice President

</TABLE>
Item 29.      The Fund has no principal underwriter.

Item 30.      Location of Accounts and Records

              American Express Financial Corporation
              IDS Tower 10
              Minneapolis, MN  55440-0010

Item 31.      Management Services

              Not Applicable.

Item 32.      Undertakings

              (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 Investment Series, 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 29th day of October, 1997.


IDS LIFE INVESTMENT SERIES, INC.


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

By     /s/ William R. Pearce**
           William R. Pearce, Chief Executive 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 29th day of October, 1997.

Signature                                      Capacity

/s/  William R. Pearce*                        Chief Executive Officer
     William R. Pearce                         and Chairman of the Board

/s/  John R. Thomas*                           President and Director
     John R. Thomas

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

/s/  Lynne V. Cheney*                          Director
     Lynne V. Cheney

/s/  Robert F. Froehlke*                       Director
     Robert F. Froehlke

/s/  David R. Hubers*                          Director
     David R. Hubers

/s/  Heinz F. Hutter*                          Director
     Heinz F. Hutter

/s/  Anne P. Jones*                            Director
     Anne P. Jones



<PAGE>


Signature                                      Capacity

/s/  James A. Mitchell*                        Director
     James A. Mitchell

/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 January 8, 1997,  filed
electronically herewith.



_________________________________
Leslie L. Ogg

**Signed  pursuant to Officers' Power of Attorney dated November 1, 1995,  filed
electronically as Exhibit 18(b) to Registrant's  Post-Effective Amendment No. 32
by:



_________________________________
Leslie L. Ogg


<PAGE>


CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 35
TO REGISTRATION STATEMENT NO. 2-73115

This post-effective amendment contains the following papers and documents:

The facing sheet.

Cross reference sheet.

Part A.

      The prospectuses.

Part B.

      Statements of Additional Information.

      Financial Statements.

Part C.

      Other information.

The signatures.



<PAGE>



IDS Life Investment Series, Inc.
File No. 2-73115/811-3218

EXHIBIT INDEX

Exhibit 10:    Opinion and Consent of Counsel.

Exhibit 11:    Independent Auditors' Consent.

Exhibit 17:    Financial Data Schedules.

Exhibit 18(a): Directors' Power of Attorney, dated January 8, 1997.




<PAGE>




October 29, 1997



IDS Life Investment Series, Inc.
IDS Tower 10
Minneapolis, Minnesota  55440-0010

Gentlemen:

I have examined the Articles of Incorporation and the By-Laws of 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:

(a)      That the Company is a corporation duly organized and existing under the
         laws of the State of  Minnesota  with an  authorized  capital  stock of
         10,000,000,000  shares,  all of $.01 par value, that such shares may be
         issued as full or fractional shares;

(b)      That all such  authorized  shares  are,  under the laws of the State of
         Minnesota,  redeemable as provided in the Articles of  Incorporation of
         the Company and upon redemption shall have the status of authorized and
         unissued shares;

(c)  That the Company  registered  on or about  October 13, 1981,  an indefinite
     number of shares pursuant to Rule 24f-2; and

(d)      That  shares  which  were sold at not less than  their par value and in
         accordance  with  applicable  federal  and state  securities  laws were
         legally issued, fully paid and nonassessable.

I hereby consent that the foregoing  opinion may be used in connection with this
Post-Effective Amendment.

Very truly yours,



Leslie L. Ogg
Attorney at Law
901 S. Marquette Ave., Suite 2810
Minneapolis, Minnesota 55402-3268

LLO/KB/rdh




<PAGE>





Independent auditors' consent

The board and shareholders
IDS Life Investment Series, Inc.
    IDS Life Capital Resource Fund
    IDS Life International Equity Fund
    IDS Life Aggressive Growth Fund
    IDS Life Growth Dimensions Fund
IDS Life Special Income Fund, Inc.
    IDS Life Special Income Fund
    IDS Life Global Yield Fund
    IDS Life Income Advantage Fund
IDS Life Moneyshare Fund, Inc.
IDS Life Managed Fund, Inc.:


We consent to the use of our reports incorporated herein by reference and to the
references to our Firm under the headings  "Financial  highlights" in Part A and
"INDEPENDENT AUDITORS" in Part B of the Registration Statement.



KPMG Peat Marwick LLP

Minneapolis, Minnesota
October 29, 1997

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> IDS LIFE CAPITAL RESOURCE FUND
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          AUG-31-1997
<PERIOD-END>                               AUG-31-1997
<INVESTMENTS-AT-COST>                       3980733551
<INVESTMENTS-AT-VALUE>                      4891433490
<RECEIVABLES>                                 34746827
<ASSETS-OTHER>                                  363908
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              4926544225
<PAYABLE-FOR-SECURITIES>                      30675361
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                     29277787
<TOTAL-LIABILITIES>                           59953148
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    3895349675
<SHARES-COMMON-STOCK>                        173988176
<SHARES-COMMON-PRIOR>                        170998178
<ACCUMULATED-NII-CURRENT>                      1511741
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       59030297
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     910699364
<NET-ASSETS>                                4866591077
<DIVIDEND-INCOME>                             44401598
<INTEREST-INCOME>                             14067291
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                30732121
<NET-INVESTMENT-INCOME>                       27736768
<REALIZED-GAINS-CURRENT>                      64476008
<APPREC-INCREASE-CURRENT>                   1057213832
<NET-CHANGE-FROM-OPS>                       1149426608
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                     25649850
<DISTRIBUTIONS-OF-GAINS>                     671576858
<DISTRIBUTIONS-OTHER>                          2087182
<NUMBER-OF-SHARES-SOLD>                        3671546
<NUMBER-OF-SHARES-REDEEMED>                   29616371
<SHARES-REINVESTED>                           28934823
<NET-CHANGE-IN-ASSETS>                       494722213
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                    669718521
<OVERDISTRIB-NII-PRIOR>                        2086918
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                         27562075
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                               30732121
<AVERAGE-NET-ASSETS>                        4574891848
<PER-SHARE-NAV-BEGIN>                            25.57
<PER-SHARE-NII>                                    .16
<PER-SHARE-GAIN-APPREC>                           6.45
<PER-SHARE-DIVIDEND>                               .15
<PER-SHARE-DISTRIBUTIONS>                         4.05
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              27.97
<EXPENSE-RATIO>                                    .67
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 2
   <NAME> IDS LIFE INTERNATIONAL EQUITY FUND
       
<S>                                             <C>
<PERIOD-TYPE>                                   YEAR
<FISCAL-YEAR-END>                               AUG-31-1997
<PERIOD-END>                                    AUG-31-1997
<INVESTMENTS-AT-COST>                            2088502822
<INVESTMENTS-AT-VALUE>                           2328905486
<RECEIVABLES>                                      35770450
<ASSETS-OTHER>                                       729056
<OTHER-ITEMS-ASSETS>                                      0
<TOTAL-ASSETS>                                   2365404992
<PAYABLE-FOR-SECURITIES>                             952778
<SENIOR-LONG-TERM-DEBT>                                   0
<OTHER-ITEMS-LIABILITIES>                         259476982
<TOTAL-LIABILITIES>                               260429760
<SENIOR-EQUITY>                                           0
<PAID-IN-CAPITAL-COMMON>                         1836719324
<SHARES-COMMON-STOCK>                             149447811
<SHARES-COMMON-PRIOR>                             140912770
<ACCUMULATED-NII-CURRENT>                            710710
<OVERDISTRIBUTION-NII>                                    0
<ACCUMULATED-NET-GAINS>                            27126580
<OVERDISTRIBUTION-GAINS>                                  0
<ACCUM-APPREC-OR-DEPREC>                          240418618
<NET-ASSETS>                                     2104975232
<DIVIDEND-INCOME>                                  38670088
<INTEREST-INCOME>                                   7526377
<OTHER-INCOME>                                            0
<EXPENSES-NET>                                     19779178
<NET-INVESTMENT-INCOME>                          26,417,287
<REALIZED-GAINS-CURRENT>                           28172219
<APPREC-INCREASE-CURRENT>                         124342284
<NET-CHANGE-FROM-OPS>                             178931790
<EQUALIZATION>                                            0
<DISTRIBUTIONS-OF-INCOME>                          24686010
<DISTRIBUTIONS-OF-GAINS>                           39674522
<DISTRIBUTIONS-OTHER>                                611057
<NUMBER-OF-SHARES-SOLD>                            13555355
<NUMBER-OF-SHARES-REDEEMED>                         9718319
<SHARES-REINVESTED>                                 4698005
<NET-CHANGE-IN-ASSETS>                            230524839
<ACCUMULATED-NII-PRIOR>                                   0
<ACCUMULATED-GAINS-PRIOR>                          39462610
<OVERDISTRIB-NII-PRIOR>                             1731277
<OVERDIST-NET-GAINS-PRIOR>                                0
<GROSS-ADVISORY-FEES>                              16844405
<INTEREST-EXPENSE>                                        0
<GROSS-EXPENSE>                                    19779178
<AVERAGE-NET-ASSETS>                             2042023324
<PER-SHARE-NAV-BEGIN>                                 13.30
<PER-SHARE-NII>                                        0.18
<PER-SHARE-GAIN-APPREC>                                1.06
<PER-SHARE-DIVIDEND>                                   (.17)
<PER-SHARE-DISTRIBUTIONS>                              (.28)
<RETURNS-OF-CAPITAL>                                      0
<PER-SHARE-NAV-END>                                   14.09
<EXPENSE-RATIO>                                        0.97
<AVG-DEBT-OUTSTANDING>                                    0
<AVG-DEBT-PER-SHARE>                                      0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>



<ARTICLE> 6
<SERIES>
      <NUMBER> 3
      <NAME> IDS LIFE AGGRESSIVE GROWTH FUND
       
<S>                                          <C>
<PERIOD-TYPE>                                YEAR
<FISCAL-YEAR-END>                            AUG-31-1997
<PERIOD-END>                                 AUG-31-1997
<INVESTMENTS-AT-COST>                         1992280548
<INVESTMENTS-AT-VALUE>                        2409715188
<RECEIVABLES>                                   71727618
<ASSETS-OTHER>                                     24059
<OTHER-ITEMS-ASSETS>                                   0
<TOTAL-ASSETS>                                2481466865
<PAYABLE-FOR-SECURITIES>                        41298250
<SENIOR-LONG-TERM-DEBT>                                0
<OTHER-ITEMS-LIABILITIES>                       12741190
<TOTAL-LIABILITIES>                             54039440
<SENIOR-EQUITY>                                        0
<PAID-IN-CAPITAL-COMMON>                      1799724240
<SHARES-COMMON-STOCK>                          141403480
<SHARES-COMMON-PRIOR>                          120996059
<ACCUMULATED-NII-CURRENT>                             45
<OVERDISTRIBUTION-NII>                                 0
<ACCUMULATED-NET-GAINS>                        210301519
<OVERDISTRIBUTION-GAINS>                               0
<ACCUM-APPREC-OR-DEPREC>                       417401621
<NET-ASSETS>                                  2427427425
<DIVIDEND-INCOME>                                7807870
<INTEREST-INCOME>                               17045569
<OTHER-INCOME>                                         0
<EXPENSES-NET>                                  14651349
<NET-INVESTMENT-INCOME>                         10202090
<REALIZED-GAINS-CURRENT>                       211414428
<APPREC-INCREASE-CURRENT>                      167575911
<NET-CHANGE-FROM-OPS>                          389192429
<EQUALIZATION>                                         0
<DISTRIBUTIONS-OF-INCOME>                       10201144
<DISTRIBUTIONS-OF-GAINS>                       213792618
<DISTRIBUTIONS-OTHER>                                  0
<NUMBER-OF-SHARES-SOLD>                         13876397
<NUMBER-OF-SHARES-REDEEMED>                      7863764
<SHARES-REINVESTED>                             14394788
<NET-CHANGE-IN-ASSETS>                         486332543
<ACCUMULATED-NII-PRIOR>                                0
<ACCUMULATED-GAINS-PRIOR>                      212688492
<OVERDISTRIB-NII-PRIOR>                             9476
<OVERDIST-NET-GAINS-PRIOR>                             0
<GROSS-ADVISORY-FEES>                           13049949
<INTEREST-EXPENSE>                                     0
<GROSS-EXPENSE>                                 14651349
<AVERAGE-NET-ASSETS>                          2160520705
<PER-SHARE-NAV-BEGIN>                              16.04
<PER-SHARE-NII>                                     0.08
<PER-SHARE-GAIN-APPREC>                             2.84
<PER-SHARE-DIVIDEND>                                0.08
<PER-SHARE-DISTRIBUTIONS>                           1.71
<RETURNS-OF-CAPITAL>                                   0
<PER-SHARE-NAV-END>                                17.17
<EXPENSE-RATIO>                                     0.68
<AVG-DEBT-OUTSTANDING>                                 0
<AVG-DEBT-PER-SHARE>                                   0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 4
   <NAME> IDS LIFE GROWTH DIMENSIONS FUND
                                            
<S>                                                        <C>
<PERIOD-TYPE>                                              YEAR
<FISCAL-YEAR-END>                                          AUG-31-1997
<PERIOD-END>                                               AUG-31-1997
<INVESTMENTS-AT-COST>                                       1134607460
<INVESTMENTS-AT-VALUE>                                      1310707304
<RECEIVABLES>                                                 12901255
<ASSETS-OTHER>                                                 7108850
<OTHER-ITEMS-ASSETS>                                                 0
<TOTAL-ASSETS>                                              1330717409
<PAYABLE-FOR-SECURITIES>                                      10010815
<SENIOR-LONG-TERM-DEBT>                                              0
<OTHER-ITEMS-LIABILITIES>                                     13879610
<TOTAL-LIABILITIES>                                           23890425
<SENIOR-EQUITY>                                                      0
<PAID-IN-CAPITAL-COMMON>                                    1142459990
<SHARES-COMMON-STOCK>                                        100887023
<SHARES-COMMON-PRIOR>                                         17180066
<ACCUMULATED-NII-CURRENT>                                            0
<OVERDISTRIBUTION-NII>                                               8
<ACCUMULATED-NET-GAINS>                                              0
<OVERDISTRIBUTION-GAINS>                                      11732842
<ACCUM-APPREC-OR-DEPREC>                                     176099844
<NET-ASSETS>                                                1306826984
<DIVIDEND-INCOME>                                              7909325
<INTEREST-INCOME>                                              4945738
<OTHER-INCOME>                                                       0
<EXPENSES-NET>                                                 5256181
<NET-INVESTMENT-INCOME>                                        7598882
<REALIZED-GAINS-CURRENT>                                     (11294834)
<APPREC-INCREASE-CURRENT>                                    176292119
<NET-CHANGE-FROM-OPS>                                        172596167
<EQUALIZATION>                                                       0
<DISTRIBUTIONS-OF-INCOME>                                      7598890
<DISTRIBUTIONS-OF-GAINS>                                             0
<DISTRIBUTIONS-OTHER>                                                0
<NUMBER-OF-SHARES-SOLD>                                       83748124
<NUMBER-OF-SHARES-REDEEMED>                                     663937
<SHARES-REINVESTED>                                             622770
<NET-CHANGE-IN-ASSETS>                                        20930951
<ACCUMULATED-NII-PRIOR>                                              0
<ACCUMULATED-GAINS-PRIOR>                                            0
<OVERDISTRIB-NII-PRIOR>                                              0
<OVERDIST-NET-GAINS-PRIOR>                                      438008
<GROSS-ADVISORY-FEES>                                          4581562
<INTEREST-EXPENSE>                                                   0
<GROSS-EXPENSE>                                                5256181
<AVERAGE-NET-ASSETS>                                         730773335
<PER-SHARE-NAV-BEGIN>                                             9.94
<PER-SHARE-NII>                                                    .10
<PER-SHARE-GAIN-APPREC>                                           3.01
<PER-SHARE-DIVIDEND>                                               .10
<PER-SHARE-DISTRIBUTIONS>                                            0
<RETURNS-OF-CAPITAL>                                                 0
<PER-SHARE-NAV-END>                                              12.95
<EXPENSE-RATIO>                                                    .72
<AVG-DEBT-OUTSTANDING>                                               0
<AVG-DEBT-PER-SHARE>                                                 0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>



<ARTICLE> 6
<SERIES>
   <NUMBER>1
   <NAME> IDS LIFE MANAGED FUND
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          AUG-31-1997
<PERIOD-END>                               AUG-31-1997
<INVESTMENTS-AT-COST>                       3639926267
<INVESTMENTS-AT-VALUE>                      4568716057
<RECEIVABLES>                                 71136027
<ASSETS-OTHER>                                  511386
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              4670403470
<PAYABLE-FOR-SECURITIES>                      31461569
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    164339589
<TOTAL-LIABILITIES>                          195801158
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    3169719572
<SHARES-COMMON-STOCK>                        235535537
<SHARES-COMMON-PRIOR>                        217610488
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                        29190030
<ACCUMULATED-NET-GAINS>                      349842639
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     927959131
<NET-ASSETS>                                4444602312
<DIVIDEND-INCOME>                             34528148
<INTEREST-INCOME>                             97389698
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                25729275 
<NET-INVESTMENT-INCOME>                      106188571
<REALIZED-GAINS-CURRENT>                     349723816
<APPREC-INCREASE-CURRENT>                    533911315
<NET-CHANGE-FROM-OPS>                        989823702
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (106186757)
<DISTRIBUTIONS-OF-GAINS>                   (229851535)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        9338045
<NUMBER-OF-SHARES-REDEEMED>                   10968268
<SHARES-REINVESTED>                           19555272
<NET-CHANGE-IN-ASSETS>                       962685018
<ACCUMULATED-NII-PRIOR>                       98305594
<ACCUMULATED-GAINS-PRIOR>                    275882292
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                         23778006
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                               25729275
<AVERAGE-NET-ASSETS>                        4015606730
<PER-SHARE-NAV-BEGIN>                            16.00
<PER-SHARE-NII>                                    .46
<PER-SHARE-GAIN-APPREC>                           3.93
<PER-SHARE-DIVIDEND>                             (.46)
<PER-SHARE-DISTRIBUTIONS>                       (1.06)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              18.87
<EXPENSE-RATIO>                                    .64
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 1
   <NAME> IDS LIFE MONEYSHARE FUND
       
<S>                                             <C>
<PERIOD-TYPE>                                   YEAR
<FISCAL-YEAR-END>                               AUG-31-1997
<PERIOD-END>                                    AUG-31-1997
<INVESTMENTS-AT-COST>                             424442329
<INVESTMENTS-AT-VALUE>                            424442329
<RECEIVABLES>                                       1818075
<ASSETS-OTHER>                                        78871
<OTHER-ITEMS-ASSETS>                                      0
<TOTAL-ASSETS>                                    426339275
<PAYABLE-FOR-SECURITIES>                                  0
<SENIOR-LONG-TERM-DEBT>                                   0
<OTHER-ITEMS-LIABILITIES>                           4990497
<TOTAL-LIABILITIES>                                 4990497
<SENIOR-EQUITY>                                           0
<PAID-IN-CAPITAL-COMMON>                          421349338
<SHARES-COMMON-STOCK>                             421383025
<SHARES-COMMON-PRIOR>                             288142905
<ACCUMULATED-NII-CURRENT>                                80
<OVERDISTRIBUTION-NII>                                    0
<ACCUMULATED-NET-GAINS>                                (640)
<OVERDISTRIBUTION-GAINS>                                  0
<ACCUM-APPREC-OR-DEPREC>                                  0
<NET-ASSETS>                                      421348778
<DIVIDEND-INCOME>                                         0
<INTEREST-INCOME>                                  20122843
<OTHER-INCOME>                                            0
<EXPENSES-NET>                                      2077439
<NET-INVESTMENT-INCOME>                            18045404
<REALIZED-GAINS-CURRENT>                                 75
<APPREC-INCREASE-CURRENT>                                 0
<NET-CHANGE-FROM-OPS>                              18045479
<EQUALIZATION>                                            0
<DISTRIBUTIONS-OF-INCOME>                          18045405
<DISTRIBUTIONS-OF-GAINS>                                  0
<DISTRIBUTIONS-OTHER>                                     0
<NUMBER-OF-SHARES-SOLD>                           381761377
<NUMBER-OF-SHARES-REDEEMED>                       266568205
<SHARES-REINVESTED>                                18046948
<NET-CHANGE-IN-ASSETS>                            133228921
<ACCUMULATED-NII-PRIOR>                                   0
<ACCUMULATED-GAINS-PRIOR>                                 0
<OVERDISTRIB-NII-PRIOR>                                 714
<OVERDIST-NET-GAINS-PRIOR>                                0
<GROSS-ADVISORY-FEES>                               1845243
<INTEREST-EXPENSE>                                        0
<GROSS-EXPENSE>                                     2077439
<AVERAGE-NET-ASSETS>                              364219488
<PER-SHARE-NAV-BEGIN>                                     1
<PER-SHARE-NII>                                         .05
<PER-SHARE-GAIN-APPREC>                                   0
<PER-SHARE-DIVIDEND>                                    .05
<PER-SHARE-DISTRIBUTIONS>                                 0
<RETURNS-OF-CAPITAL>                                      0
<PER-SHARE-NAV-END>                                       1
<EXPENSE-RATIO>                                         .57
<AVG-DEBT-OUTSTANDING>                                    0
<AVG-DEBT-PER-SHARE>                                      0
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
      <NUMBER> 1
      <NAME> IDS LIFE SPECIAL INCOME FUND
       
<S>                                                  <C>
<PERIOD-TYPE>                                        Year
<FISCAL-YEAR-END>                                    AUG-31-1997
<PERIOD-END>                                         AUG-31-1997
<INVESTMENTS-AT-COST>                                 1889664358
<INVESTMENTS-AT-VALUE>                                1946572667
<RECEIVABLES>                                           79255592
<ASSETS-OTHER>                                          24146993
<OTHER-ITEMS-ASSETS>                                           0
<TOTAL-ASSETS>                                        2049975252
<PAYABLE-FOR-SECURITIES>                                51578563
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                               75079075
<TOTAL-LIABILITIES>                                    126657638
<SENIOR-EQUITY>                                                0
<PAID-IN-CAPITAL-COMMON>                              1828579387
<SHARES-COMMON-STOCK>                                  160398174
<SHARES-COMMON-PRIOR>                                  165711504
<ACCUMULATED-NII-CURRENT>                                2658045
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                 35367126
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                                56713056
<NET-ASSETS>                                          1923317614
<DIVIDEND-INCOME>                                         474635
<INTEREST-INCOME>                                      150966024
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                         151440659
<NET-INVESTMENT-INCOME>                                        0
<REALIZED-GAINS-CURRENT>                                36389635
<APPREC-INCREASE-CURRENT>                               48544163
<NET-CHANGE-FROM-OPS>                                  223381191
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                              136327556
<DISTRIBUTIONS-OF-GAINS>                                11869083
<DISTRIBUTIONS-OTHER>                                    1098015
<NUMBER-OF-SHARES-SOLD>                                  6809483
<NUMBER-OF-SHARES-REDEEMED>                             24673816
<SHARES-REINVESTED>                                     12551003
<NET-CHANGE-IN-ASSETS>                                  11469988
<ACCUMULATED-NII-PRIOR>                                        0
<ACCUMULATED-GAINS-PRIOR>                                2119837
<OVERDISTRIB-NII-PRIOR>                                 14828295
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                   11582416
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                         12993266
<AVERAGE-NET-ASSETS>                                  1928582083
<PER-SHARE-NAV-BEGIN>                                      11.54
<PER-SHARE-NII>                                             0.85
<PER-SHARE-GAIN-APPREC>                                     0.52
<PER-SHARE-DIVIDEND>                                        0.84
<PER-SHARE-DISTRIBUTIONS>                                   0.08
<RETURNS-OF-CAPITAL>                                           0
<PER-SHARE-NAV-END>                                        11.99
<EXPENSE-RATIO>                                             0.68
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                           0
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 2
   <NAME> IDS LIFE GLOBAL YIELD FUND
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          AUG-31-1997
<PERIOD-END>                               AUG-31-1997
<INVESTMENTS-AT-COST>                        117728549
<INVESTMENTS-AT-VALUE>                       118241227
<RECEIVABLES>                                  2788399
<ASSETS-OTHER>                                 1084068
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               122113694
<PAYABLE-FOR-SECURITIES>                       1273853
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      1662118
<TOTAL-LIABILITIES>                            2935971
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     118295892
<SHARES-COMMON-STOCK>                         11533714
<SHARES-COMMON-PRIOR>                          2076586
<ACCUMULATED-NII-CURRENT>                         6277
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         425883
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        449671
<NET-ASSETS>                                 119177723
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              4578282
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  672988
<NET-INVESTMENT-INCOME>                        3905294
<REALIZED-GAINS-CURRENT>                      (728768)
<APPREC-INCREASE-CURRENT>                       320947
<NET-CHANGE-FROM-OPS>                          3497473
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      2750769
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        9330407
<NUMBER-OF-SHARES-REDEEMED>                     120645
<SHARES-REINVESTED>                             267366
<NET-CHANGE-IN-ASSETS>                       271479144
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         6403
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           576997
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 672988
<AVERAGE-NET-ASSETS>                          69227919
<PER-SHARE-NAV-BEGIN>                            10.08
<PER-SHARE-NII>                                    .51
<PER-SHARE-GAIN-APPREC>                            .14
<PER-SHARE-DIVIDEND>                             (.41)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.32
<EXPENSE-RATIO>                                    .97
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 3
   <NAME> IDS LIFE INCOME ADVANTAGE FUND
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          AUG-31-1997
<PERIOD-END>                               AUG-31-1997
<INVESTMENTS-AT-COST>                        304285101
<INVESTMENTS-AT-VALUE>                       313301079
<RECEIVABLES>                                  9379036
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               322680115
<PAYABLE-FOR-SECURITIES>                            45
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      2362774
<TOTAL-LIABILITIES>                            2362819
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     309417477
<SHARES-COMMON-STOCK>                         30819905
<SHARES-COMMON-PRIOR>                         17295879
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        1949507
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       9015978
<NET-ASSETS>                                 320317296
<DIVIDEND-INCOME>                               484593
<INTEREST-INCOME>                             16033475
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 1186620
<NET-INVESTMENT-INCOME>                       15331448
<REALIZED-GAINS-CURRENT>                       1950076
<APPREC-INCREASE-CURRENT>                      9362691
<NET-CHANGE-FROM-OPS>                         26644215
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    15331448)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                       24570862
<NUMBER-OF-SHARES-REDEEMED>                   (261858)
<SHARES-REINVESTED>                            1512556
<NET-CHANGE-IN-ASSETS>                       271479144
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          1070942
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                1186620
<AVERAGE-NET-ASSETS>                         173059751
<PER-SHARE-NAV-BEGIN>                             9.77
<PER-SHARE-NII>                                    .88
<PER-SHARE-GAIN-APPREC>                            .62
<PER-SHARE-DIVIDEND>                             (.88)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.39
<EXPENSE-RATIO>                                    .69
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>



<PAGE>



                          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 8th day of January, 1997.


/s/ H. Brewster Atwater, Jr.             /s/ James A. Mitchell
    H. Brewster Atwater, Jr.                 James A. Mitchell

/s/ Lynne V. Cheney                      /s/ William R. Pearce
    Lynne V. Cheney                          William R. Pearce

/s/ Robert F. Froehlke                   /s/ Alan K. Simpson
    Robert F. Froehlke                       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/ Melvin R. Laird                      /s/ C. Angus Wurtele
    Melvin R. Laird                          C. Angus Wurtele



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